(1)
| Price to be based on the Compensation Committee’s assessmentvolume-weighted average closing price (“VWAP”) of our common stock for 20 consecutive trading days, measured as the end of each executive’s expected future contributions to our company, ability to impact our long-term results that drive stockholder value, each named executive officer’s overall long-term performance and competitive levels of long-term equity compensation for similarly situated executives at our peer companies. Mr. Jornayvaz’s Equity Awards
The Compensation Committee’s philosophy is to set the compensation of Mr. Jornayvaz to be almost entirely aligned with the interests with our other stockholders. For 2020, the Compensation Committee granted equity awards to Mr. Jornayvaz, with (i) approximately 40% of the award vesting in three equal installments on June 8, 2021, March 14, 2022 and March 14, 2023, subject to continued employment, and (ii) the remaining 60% of the award representing performance-based restricted stock (the “CEO PSAs”), which vests basedapplicable fiscal quarter, as reported on the achievementNew York Stock Exchange. Price goals represent the stated compound annual growth rate for our common stock using a starting price of certain levels of stock price and total shareholder return (“TSR”) metrics over a six-year time period. Mr. Jornayvaz will have the ability to earn between 50% and 150% of the target amount of shares based on the TSR performance schedule set forth below (with 0% earned if the TSR is below the schedule):
Maximum | | | +144% | | | $33.70 | | | 150.00% | | | 94,518 | | | | +125% | | | $31.10 | | | 137.50% | | | 86,642 | | | | +107% | | | $28.60 | | | 125.00% | | | 78,765 | | | | +91% | | | $26.30 | | | 112.50% | | | 70,889 | Target | | | +75% | | | $24.10 | | | 100.00% | | | 63,012 | | | | +60% | | | $22.10 | | | 75.00% | | | 47,259 | Threshold | | | +46% | | | $20.20 | | | 50.00% | | | 31,506 | | | | <+46% | | | <$20.20 | | | 0.00% | | | 0 |
(1)
| Price to be based on the volume-weighted average closing price (“VWAP”) of Intrepid’s common stock for 20 consecutive trading days, measured as the end of each applicable fiscal quarter, as reported on the New York Stock Exchange (as adjusted for the August 2020 reverse stock split). Price goals represent the stated compound annual growth rate for Intrepid’s common stock using a starting price of $13.80$66.33 and will be adjusted for any dividends during the applicable measurement period. Performance against the price goal schedule set forth above shall be measured quarterly at the end each such quarter for the first four years following the grant date. Linear interpolation to be used to calculate award for performance between points shown.
|
(2)
| As adjusted for the August 2020 one-for-ten (1:10) reverse stock split. |
Any shares that are earned upon each quarterly measurement period shall further vest as follows: (i) 50% on the one-year anniversary of the end of the applicable measurement period, and (ii) 50% on the two-year anniversary of the end of the applicable measurement period; provided, however, that no vesting will occur unless and until Intrepid’s VWAP meets one or more applicable price achievement goals as set forth above on or before June 8, 2024, subject in all cases to continued employment as of each vesting date. In addition, the earliest date on which the maximum amount of the target shares (150%) may vest shall be the twenty-five month anniversary of the grant date, and latest date on which any amount of the target shares may vest shall be the 6-year anniversary of the grant date.
In addition, in May 2020, a portion of a grant of time-based restricted stock awards made to Mr. Jornayvaz in 2019 vested. In light of our financial performance and the effect of the COVID-19 pandemic, Mr. Jornayvaz voluntarily declined to accept the vested shares, and such vested shares were cancelled by the Company.
Other Executives’ Equity Awards
In 2019, the Compensation Committee granted equity awards to other executives, with (i) 50% of the award vesting in two equal annual installments beginning on the first anniversary of the grant date, subject to continued employment, and (ii) 50% of the award representing performance-based restricted stock (“PSAs”), which vests
27Any shares that are earned upon each quarterly measurement period shall further vest as follows: (i) 50% on the one-year anniversary of the end of the applicable measurement period, and (ii) 50% on the two-year anniversary of the end of the applicable measurement period; provided, however, that no vesting will occur unless and until the VWAP meets one or more applicable price achievement goals as set forth above on or before March 17, 2026, subject in all cases to continued employment as of each vesting date. In addition, the earliest date on which the maximum amount of the target shares (150%) may vest shall be the twenty-five month anniversary of the grant date, and latest date on which any amount of the target shares may vest shall be the 6-year anniversary of the grant date. Other Executives’ Equity Awards On March 17, 2022, the Compensation Committee granted equity awards to other executives, with (i) approximately 50% of the award vesting in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment, and (ii) approximately 50% of the award representing performance-based restricted stock (“PSAs”). The grant price was $66.33 per share and the PSA’s vest based on the achievement of stock price thresholds: 33.33% of the PSAs vest on March 17, 2022 if the stock price is at least 10% greater than the grant date stock price for a volume weighted average of 20 trading days (price hurdle is $72.97), 33.33% on March 17, 2024 if the stock price is at least 15% greater than the grant date stock price for a volume weighted average of 20 trading days (price hurdle is $76.28), and 33.33% on March 17, 2025 if the stock price is at least 25% greater than the grant date stock price for a volume weighted average of 20 trading days (price hurdle is $82.92). The PSAs were granted with vesting based on stock price growth to align executive compensation with increases in shareholder value. TABLE OF CONTENTS based on the achievement of the same financial performance goals under the 2019 Bonus Plan. The PSAs would have vested in March 2020, subject to continued employment, if (a) Adjusted EBITDA for 2019 equaled or exceeded $60.1 million (which represented 90% of the target Adjusted EBITDA, as discussed above), (b) 90% of capital projects were completed and (c) TRIR was at 1.8 or better. The threshold requirement for Adjusted EBITDA was not achieved in 2019, therefore, the PSAs granted in 2019 were forfeited and did not vest.
In December 2020, we granted restricted stock to executives other than Mr. Jornayvaz. These awards consisted of time-based restricted stock to reward retention, long service, and also recognize that there has not been any cash bonuses paid since 2015.
Employee Benefits Our employees, including executives, are eligible for various employee benefits, including medical and dental insurance, group life insurance, accidental death and disability insurance, health and dependent care flexible spending accounts, a 401(k) plan, and paid time off. We generally match 100% of an employee’s 401(k) deferrals up to a specified percentage of compensation or as limited by law. In addition, executives are entitled to the payment or reimbursement of supplemental long-term disability insurance premiums. We also provide relocation assistance to new executives and certain other employees. These benefits are generally consistent with the benefits provided by other companies of our size and help us remain competitive in attracting and retaining our executive talent. Perquisites Our executives are eligible for a gym membership allowance and paid parking or mass transit. These benefits are generally consistent with the benefits we provide to our Denver-based employees. WeFor 2022, executives were also provideeligible for a relocation allowancereimbursement for new employees,regular physical examinations, including Messrs. Smith and Stone in 2020.a tax reimbursement under certain circumstances. We believe that these benefits are appropriate and help us retain and reward our executive talent. We also believe that it is in our best interests for our executives and other employees to be in good health. Change-in-Control Benefits Our executives are entitled to change-in-control severance benefits under our broad-based severance policy and in some cases individual change-in-control severance agreements. These benefits are intended to meet the following objectives: to reduce the distraction of the executives that would result from the personal uncertainties caused by a change in control; to encourage the executives’ full attention and dedication to us during a change in control; to provide the executives with compensation and benefit arrangements upon a change in control that are competitive with those of similarly situated companies; and to retain key talent. We tailored these arrangements to provide a mix of benefits that we believe support the objectives described above. All cash severance is “double-trigger,” meaning that cash severance will be paid to an executive only if he or she has a qualifying termination of employment within 24 months after the change in control for Mr. Jornayvaz or within six24 months after the change in control for our other current executives. In general, the cash severance amount equals two times the executive’s salary plus bonus at the time of termination for Mr. Jornayvaz or one times salary plus bonus for our other current executives. In addition, these arrangements provide that unvested equity awards will vest immediately upon a change in control for Mr. Jornayvaz or upon a qualifying employment termination within six24 months after a change in control for our other current executives. We did not make any changes to the change-in-control benefits for our executives in 2020.2022. You can find more information about potential change-in-control benefit amounts below under the heading “Potential Payments Upon Termination or Change-in-Control.” Noncompetition Agreements We have entered into noncompetition agreements with our executives.executives and other key employees. Mr. Jornayvaz has a noncompetition provision in his employment agreement, as described below under the heading “Employment Agreement with TABLE OF CONTENTS
Robert P. Jornayvaz III.III,” as well as in the Change in Control Severance Agreement between Intrepid and Mr. Jornayvaz. Our other executives have also entered into agreements that provide generally that, if the executive voluntarily leaves Intrepid or is terminated for cause, he or she will not solicit our employees or work for a customer or competitor of Intrepid for a period of twelve months after termination. Insider Trading Policy and Hedging and Pledging Transactions A description of our anti-hedging and anti-pledging policy can be found in “Corporate Governance—Insider Trading Policy and Hedging and Pledging Transactions.” TABLE OF CONTENTS Stock Ownership Guidelines All of our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period. For more information, please see “Corporate Governance—Stock Ownership Guidelines.” Accounting Impact and Tax Deductibility of Compensation ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock and PSAs under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. Compensation Risk Assessment The Compensation Committee has concluded that the compensation programs do not create risks that are reasonably likely to have a material adverse effect on our company. TABLE OF CONTENTS Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.2022. The Compensation Committee Barth E. Whitham Chairman
Terry Considine (Chair)
Chris A. Elliott
Lori A. Lancaster
Mary E. McBride
William M. Zisch TABLE OF CONTENTS 20202022 Summary Compensation Table
The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of December 31, 2020.2022. Robert P. Jornayvaz III
Executive Chairman of the Board, President, and
Chief Executive Officer | | | 2020 | | | $51,293 | | | $— | | | $2,010,986 | | | $— | | | $7,288 | | | $2,069,567 | | 2019 | | | 50,000 | | | 500 | | | 2,691,765 | | | — | | | 6,762 | | | 2,749,027 | | 2018 | | | 50,000 | | | 500 | | | — | | | 3,631,506 | | | 5,762 | | | 3,687,768 | Robert E. Baldridge
Senior Vice President - New Mexico(5) | | | 2020 | | | 306,815 | | | — | | | 116,454 | | | — | | | 20,207 | | | 443,476 | | 2019 | | | 283,955 | | | 30,500 | | | 109,176 | | | — | | | 19,515 | | | 443,146 | Matthew D. Preston
Vice President, Finance(5) | | | 2020 | | | 231,000 | | | 25,000 | | | 64.991 | | | — | | | 18,133 | | | 339,124 | | 2019 | | | 166,707 | | | 38,000 | | | 30,895 | | | — | | | 14,002 | | | 249,604 | Kyle R. Smith
Vice President, General Counsel and Secretary(6) | | | 2020 | | | 242,628 | | | — | | | 64.991 | | | — | | | 81,349 | | | 388,968 | E. Brian Stone
Chief Operating Officer(7) | | | 2020 | | | 340,798 | | | 85,000 | | | 99,999 | | | — | | | 87,333 | | | 613,130 |
Robert P. Jornayvaz III
Executive Chairman of the Board and
Chief Executive Officer | | | 2022 | | | $50,000 | | | $750 | | | $3,898,475 | | | $— | | | $6,468 | | | $3,955,693 | | 2021 | | | 50,000 | | | 1,000 | | | 3,881,528 | | | — | | | 8,167 | | | 3,940,695 | | 2020 | | | 51,293 | | | — | | | 2,010,986 | | | — | | | 7,288 | | | 2,069,567 | Matthew D. Preston
Chief Financial Officer | | | 2022 | | | 307,027 | | | 52,943 | | | 399,941 | | | 203,807 | | | 22,312 | | | 986,030 | | 2021 | | | 227,023 | | | 31,996 | | | 43,946 | | | 82,600 | | | 19,572 | | | 405,137 | | 2020 | | | 231,000 | | | 25,000 | | | 64,991 | | | — | | | 18,132 | | | 339,123 | E. Brian Stone
Former President and Chief Operating Officer(6) | | | 2022 | | | 373,803 | | | 750 | | | 749,936 | | | — | | | 27,047 | | | 1,151,536 | | 2021 | | | 344,406 | | | 31,000 | | | 75,352 | | | 108,691 | | | 28,862 | | | 588,311 | | 2020 | | | 340,798 | | | 85,000 | | | 99,999 | | | — | | | 87,333 | | | 613,130 | Robert E. Baldridge(6)
Former Senior Vice President - New Mexico | | | 2022 | | | 97,776 | | | — | | | 109,955 | | | — | | | 5,708 | | | 213,439 | | 2021 | | | 300,433 | | | 1,000 | | | 116,424 | | | 35,985 | | | 21,351 | | | 475,193 | | 2020 | | | 306,815 | | | — | | | 116,454 | | | — | | | 20,207 | | | 443,476 | Kyle R. Smith(6)
Former Vice President, General Counsel and Secretary | | | 2022 | | | 110.439 | | | — | | | 149,898 | | | — | | | 8,923 | | | 269,260 | | 2021 | | | 244,279 | | | 1,000 | | | 59,620 | | | 58,424 | | | 19,715 | | | 383,038 | | 2020 | | | 242,628 | | | — | | | 64,991 | | | — | | | 81,349 | | | 388,968 |
(1)
| Includes regular base salary, along with pay for vacation, choice holiday, sick, retroactive pay, bereavement, volunteer time off. |
(2)
| The amounts in this column represent year-endRepresent Company-wide bonuses, and other transactional and retention bonuses for certain executives. In December 2019, the Company recognized Mr. Preston with a transactional and retention bonus for his efforts in transactional matters. Mr. Preston earned a portion of the retention bonus in 2020. Mr. Stone was awarded a guaranteed bonus for 2020 pursuant with his employment arrangement when hired in December 2019. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information.
|
(3)
| Represents the aggregate grant date fair value of awards of restricted stock and stock options, calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts below under the heading “Grants of Plan-Based Awards in 20202022” and in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. The2022. For 2022, the aggregate grant date fair value of stock awards for Mr. Jornayvaz , which are comprised of time-vesting and performance-vestingincludes both the time-based restricted stock, awards, includes the grant date fair value for the performance-vesting restrictedand performance-based stock awards calculated based on the target number of shares.awards. |
(4)
| The amounts in this column represent annual cash bonuses earned under our 2022 Cash Bonus Program. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information. |
(5)
| The following table describes each component of the 20192022 amounts in this column: |
Name | | Perquisites
And Other
Personal
Benefits(a) | | Group Life
Insurance
Premiums | | Supplemental Long-
Term Disability
Premiums | | Intrepid
Contributions
to 401(k) Plan | | Relocation
Allowance(b) | | Total | | Perquisites
And Other
Personal
Benefits(a) | | Group Life
Insurance
Premiums | | Supplemental Long-
Term Disability
Premiums | | Intrepid
Contributions
to 401(k) Plan | | Tax
Reimbursements | | Total | Robert P. Jornayvaz III | | $4,234 | | $458 | | $— | | $2.596 | | $— | | $7,288 | | $3,200 | | $463 | | $— | | $2,500 | | $305 | | $6,468 | Matthew D. Preston | | | 3,200 | | 2,292 | | 1,265 | | 15,250 | | 305 | | 22,312 | E. Brian Stone | | | 5,300 | | 2,292 | | 5,334 | | 13,694 | | 427 | | 27,047 | Robert E. Baldridge | | 725 | | 2,292 | | 2,940 | | 14,250 | | — | | 20,207 | | — | | — | | 819 | | 4,889 | | — | | 5,708 | Matthew D. Preston | | 4,234 | | 2,022 | | 327 | | 11,550 | | — | | 18,133 | | Kyle R. Smith | | 5,329 | | 2,191 | | — | | 8,250 | | 65,579 | | 81,349 | | 2,325 | | 946 | | — | | 5,522 | | 130 | | 8,923 | E. Brian Stone | | 4,879 | | 2,292 | | 3,787 | | 8,375 | | 68,000 | | 87,333 | |
(a)
| These amounts represent payments for office parking or mass transit, gym membership fees, executive physicals, and the value of health or service awards and/or electricity incentives. |
(5)
| Mr. Baldridge was promoted to Senior Vice President-New Mexico in December 2019, and Mr. Preston was promoted to Vice President, Finance in November 2019. Neither Mr. Baldridge nor Mr. Preston was previously a named executive officer of Intrepid.awards. |
(6)
| Mr. Smith was appointed Vice President and General Counsel in December 2019. |
(7)
| Mr. Stone was appointed Chief Operating Officerretired from Intrepid in December 2019. |
(8)
| For 2020, the total aggregate grant date fair value of stock awards, including the time-vested RSAsFebruary 2023, Mr. Baldridge ceased employment in April 2022, and the PSAs, assuming the achievement of highest level of performance at a grant date fair value per share of $19.22, would be $2,616,486 for Mr. Jornayvaz.Smith resigned from Intrepid in May 2022. |
TABLE OF CONTENTS Grants of Plan-Based Awards in 20202022 The following table provides information about plan-based awards granted to our executives in 2020:2022: | | | Grant Date | | | Estimated Future Payouts under
Non-Equity Incentive
Plan Awards(1) | | | Estimated
Future
Payouts under
Equity
Incentive Plan
Awards–
Target(2)(3)
(#) | | All Other
Stock Awards:
Number
of Shares of
Stock or
Units(3)(4)
(#) | | Grant Date Fair
Value of Stock
and Option
Awards(5)
($) | | | Grant Date | | | Estimated Future Payouts under
Non-Equity Incentive
Plan Awards(1)(3) | | Estimated
Future
Payouts under
Equity
Incentive Plan
Awards(2)(3) | | | All Other
Stock Awards:
Number
of Shares of
Stock or
Units(3)(4) | | Grant Date Fair
Value of Stock
and Option
Awards(5) | Name and Award Type | | Target(1)
($) | | Maximum(1)
($) | | | Target | | Maximum | | Threshold | | Target | | Maximum | | Robert P. Jornayvaz III
RSA−Performance
RSA–Time | | | | | | | | | | | | | | | | 6/8/20 | | $— | | $— | | 63,012 | | — | | td,211,000 | | | 6/8/20 | | — | | — | | — | | 57,970 | | 799,986 | | Robert E. Baldridge
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | 12/15/20 | | — | | — | | — | | 7,162 | | 116,454 | | | — | | 116,456 | | 232,912 | | — | | — | | — | | Matthew D. Preston
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | 12/15/20 | | — | | — | | — | | 3,997 | | 64,991 | | | — | | 44,000 | | 88,000 | | — | | — | | — | | Kyle R. Smith
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | 12/15/20 | | — | | — | | — | | 3,997 | | 64,991 | | | — | | 59,625 | | 119,250 | | — | | — | | — | | E. Brian Stone
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | 12/15/20 | | — | | — | | — | | 6,150 | | 99,999 | | | — | | 75,375 | | 150,750 | | — | | — | | — | | Robert P. Jornayvaz III
RSA –Performance
RSA –Time
Bonus Program | | | | | | | | | | | | | | | | | | | | | 3/17/2022 | | — | | — | | — | | 25,019 | | 37,528 | | — | | td,338,526 | | | 3/17/2022 | | — | | — | | — | | — | | — | | 23,518 | | 1,559,949 | | | — | | — | | — | | — | | — | | — | | — | | — | Matthew D. Preston
RSA –Performance
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | | | | | | 3/17/2022 | | — | | — | | — | | 3,207 | | — | | — | | 199,956 | | | 3/17/2022 | | — | | — | | — | | — | | — | | 3,015 | | 199,985 | | | — | | td14,760 | | $429,520 | | — | | — | | — | | — | | — | E. Brian Stone
RSA –Performance
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | | | | | | 3/17/2022 | | — | | — | | — | | 6,014 | | — | | — | | 374,973 | | | 3/17/2022 | | — | | — | | — | | — | | — | | 5,653 | | 374,963 | | | — | | $320,000 | | $640,000 | | — | | — | | — | | — | | — | Robert E. Baldridge(6)
RSA –Performance
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | | | | | | 3/17/2022 | | — | | — | | — | | 882 | | — | | — | | 54,993 | | | 3/17/2022 | | — | | — | | — | | — | | — | | 829 | | 54,963 | | | — | | — | | — | | — | | — | | — | | — | | — | Kyle R. Smith(6)
RSA –Performance
RSA–Time
Bonus Program | | | | | | | | | | | | | | | | | | | | | 3/17/2022 | | — | | — | | — | | 1,202 | | — | | — | | 74,945 | | | 3/17/2022 | | — | | — | | — | | — | | — | | 1,130 | | 74,953 | | | — | | — | | — | | — | | — | | — | | — | | — |
(1)
| Represents possible payouts that could have occurred under our 20202022 Bonus Plan for executives, other than Mr. Jornayvaz. In light of the below target performance for Adjusted EBITDA and continued economic uncertainty as a result of the COVID-19 pandemic, we did not award any bonus program payouts for 2020. See “Compensation Discussion and Analysis – Equity AwardCash Bonuses” above for additional information. |
(2)
| Represents estimated possible payout at targetpayouts that could have occurred under performance-vesting restricted stock awards. See “Compensation Discussion and Analysis – Equity AwardAwards” for additional information. Mr. Jornayvaz’s award could earn up to 37,528 shares if the highest level of performance is achieved. Mr. Jornayvaz’s award also vests in the event of death, disability, or a change in control. Prior to vesting, the awards may not be sold, assigned, or transferred in any way, other than by will or the laws of descent and distributiondistribution. |
(3)
| Holders of restricted stock generally have the same voting, regular dividend, and other rights as holders of our common stock. With respect to any dividends to which holders are entitled under their award agreements, the dividend payment or distribution will be withheld and accrued by us and will be subject to the same vesting schedule as is applicable to the restricted stock and will be forfeited if the underlying restricted stock is forfeited. |
(4)
| Represents time-based restricted stock granted to executives. The awards vest in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. See “Compensation Discussion and Analysis – Equity Award” for additional information. The awards also vest in the event of death, disability, or a change in control followed by a qualifying termination of employment. |
(5)
| Represents the aggregate grant date fair value of awards of restricted stock calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2022. For Mr. Jornayvaz’s performance-vesting restricted stock awards, we estimated the grant date fair value of the award using the Monte-Carlo simulation valuation model, using the following assumptions in estimating the value of the award: 10-year6-year risk-free interest rate of 0.6%2.2%; estimated volatility of 83.9%79.8%; dividend yield of 0%; and expected life of 10.06.0 years. |
(6)
| Mr. Baldridge ceased employment in April 2022, and Mr. Smith resigned from Intrepid in May 2022, and therefore, neither participated in the 2022 Bonus Plan. Mr. Baldridge also did not accept his equity awards in March 2022. |
TABLE OF CONTENTS Outstanding Equity Awards at the End of 20202022 The following table provides information regarding outstanding stock options and restricted stock held by our executives as of December 31, 2020.2022. | | | | | Option Awards | | Stock Awards | | | | | Option Awards | | Stock Awards | Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
(Exercisable) | | Number of
Securities
Underlying
Unexercised
Options
(Unexercisable) | | Option
Exercise
Price | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock that
Have Not
Vested | | Market Value
of Shares or
Units of
Stock that
Have Not
Vested(1) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested(1) | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
(Exercisable) | | Number of
Securities
Underlying
Unexercised
Options
(Un-exercisable) | | Option
Exercise
Price | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock that
Have Not
Vested | | Market
Value
of Shares
or
Units of
Stock that
Have Not
Vested(1) | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units,
or Other
Rights
That
Have Not
Vested | | Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units,
or Other
Rights
That
Have Not
Vested(1) | Robert P. Jornayvaz III | | | 3/12/2018(2) | | 41,551 | | 114,267 | | $39.00 | | 3/12/2028 | | — | | — | | — | | — | | | 3/12/2018(2) | | 155,518 | | — | | $39.00 | | 3/12/2028 | | — | | — | | — | | — | | 6/4/2017(3) | | 51,369 | | — | | $22.90 | | 6/4/2027 | | — | | — | | — | | — | | 6/4/2017(2) | | 51,369 | | — | | td2.90 | | 6/4/2027 | | — | | — | | — | | — | | 11/8/2016(3) | | 60,000 | | — | | $10.30 | | 11/8/2026 | | — | | — | | — | | — | | 11/8/2016(2) | | 60,000 | | — | | td0.30 | | 11/8/2026 | | — | | — | | — | | — | | 2/23/2011(3) | | 1,276 | | — | | $356.90 | | 2/23/2021 | | — | | — | | — | | — | | 6/8/2020(3) | | — | | — | | — | | — | | 19,324 | | $557,884 | | — | | — | | 6/8/2020(4) | | — | | — | | — | | — | | 57,970 | | td,399,976 | | — | | — | | 6/8/2020(4) | | — | | — | | — | | — | | — | | — | | 47,259 | | td,364,367 | | 6/8/2020(5) | | — | | — | | — | | — | | — | | — | | 63,012 | | td,521,740 | | 12/23/2021(3) | | — | | — | | — | | — | | 29,226 | | 843,755 | | — | | — | | 5/22/2019(4) | | — | | — | | — | | — | | 22,542 | | $542,216 | | — | | — | | 12/23/2021(5) | | — | | — | | — | | — | | — | | — | | 48,305 | | 1,394,565 | | 5/22/2019(6) | | — | | — | | — | | — | | — | | — | | 54,570 | | td,317,866 | | 3/17/2022(3) | | — | | — | | — | | — | | 23,518 | | 678,965 | | — | | — | Robert E. Baldridge | | | 11/8/2016(3) | | 3,360 | | — | | $10.30 | | 11/8/2026 | | — | | — | | — | | — | | | 2/23/2011(3) | | 200 | | — | | $356.90 | | 2/23/2021 | | — | | — | | — | | — | | | 12/15/2020(4) | | — | | — | | — | | — | | 7,162 | | $172,962 | | — | | — | | | 3/14/2019(7) | | — | | — | | — | | — | | 707 | | $17,074 | | — | | — | | Robert P. Jornayvaz III | | | | 3/17/2022(6) | | — | | — | | — | | — | | — | | — | | 29,025 | | 837,952 | | | 11/8/2016(3) | | 1,018 | | — | | $10.30 | | 11/8/2026 | | — | | — | | — | | — | | 12/15/2020(3) | | — | | — | | — | | — | | 1,333 | | 38,484 | | — | | — | | 12/15/2020(4) | | — | | — | | — | | — | | 3,997 | | $96,528 | | — | | — | | 3/11/2021(3) | | — | | — | | — | | — | | 415 | | 11,981 | | — | | — | | 3/14/2019(7) | | — | | — | | — | | — | | 200 | | $4,830 | | — | | — | | 3/11/2021(7) | | — | | — | | — | | — | | — | | — | | 627 | | 18,101 | | 12/15/2020(4) | | — | | — | | — | | — | | 3,997 | | $96,528 | | — | | — | | | 12/15/2020(4) | | — | | — | | — | | — | | 6,150 | | $148,523 | | — | | — | | | | 3/17/2022(3) | | — | | — | | — | | — | | 3,015 | | 87,043 | | — | | — | | | 3/17/2022(7) | | — | | — | | — | | — | | — | | — | | 3,207 | | 92,586 | | | 12/15/2020(3) | | — | | — | | — | | — | | 2,050 | | 59,184 | | — | | — | E. Brian Stone(8) | | | | 3/11/2021(3) | | — | | — | | — | | — | | 712 | | 20,555 | | — | | — | | | 3/11/2021(7) | | — | | — | | — | | — | | — | | — | | 1,074 | | 31,006 | | | 3/17/2022(3) | | — | | — | | — | | — | | 5,653 | | 163,202 | | — | | — | | | 3/17/2022(7) | | — | | — | | — | | — | | — | | — | | 6,014 | | 173,624 | | | — | | — | | — | | — | | — | | — | | — | | — | | — | Kyle R. Smith(8) | | | — | | — | | — | | — | | — | | — | | — | | — | | — |
(1)
| Market value is based on the closing market price of our common stock on December 31, 20202022 ($24.1528.87 per share). |
(2)
| Award vests in three equal annual installments beginning on March 12, 2019, subject to continued employment; provided that, with respect to options covering 93,491 shares, no vesting occurs unless and until the volume-weighted average closing price of our stock for 20 trading days during the five-year period from the grant date to March 11, 2023, equals or exceeds $58.50 per share (a 50% increase from the grant price of $39.00 per share). Our stock price has not yet met this threshold. |
(3)
| Award was fully vested as of December 31, 2020.2022. |
(4) (3)
| Award vests in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment. |
(4)
| Award contains volume-weighted average closing price (“VWAP”) threshold price targets of Intrepid’s common stock for 20 consecutive trading days, as reported by the New York Stock Exchange (“NYSE”), which were met in 2021, and the shares vest in 2023, subject to continued employment. |
(5)
| Award contains VWAP threshold price targets of Intrepid’s common stock for 20 consecutive days, as reported by the NYSE, which were met in 2022. The award vests in two annual installments beginning on the first anniversary of the quarter end in which the price target was achieved, subject to continued employment. |
(6)
| Award vests as follows: (i) 50% on the one-year anniversary of the fiscal quarter end in three trancheswhich the price achievement goal is met, and (ii) 50% on the two-year anniversary of the fiscal quarter end in which the price achievement goal was met, subject to continued employment as of each vesting date; provided, however, that no vesting will occur unless and until the VWAP of Intrepid’s common stock for 20 consecutive trading days, as reported by the NYSE, meets a threshold price target. The threshold price targets are based on various compounded annual growth rates for Intrepid’s stock price using a starting stock price of $66.33. The award may earn between 50% and 150% of the target number of shares (25,019) based on the price achievement target that is met. The price achievement target to earn 116% of certain performance criteria.the target number of shares was meet during 2022. The amountnumber of shares shown in the table representsequals the number of shares that would be paid out upon vestingearned at 116% of the target number of shares. The award athas until March 17, 2026 to meet price achievement targets above 116%, up to the 100% payoutmaximum 150% of the goal element.target number of shares. See “Compensation Discussion and Analysis – Equity Awards – Mr. Jornayvaz’s Equity Awards” for additional information. |
(6) (7)
| Award vests in three tranches, provided, however, that noequal annual installments if the issuer satisfies certain performance criteria for the relevant periods, subject to the reporting person's continued employment with the issuer through the vesting of a tranche will occur unless and until the volume-weighted average closing price of our common stock for 20 consecutive trading days meets the applicable price achievement foal for that tranche, on or before March 13, 2024, subject in all cases to continued employment. Each tranche is associated with a different three-year price compounded annual growth rate (“CAGR”) measured against our stock price of $38.60 per share. If a tranche is not earned during the first three years, then the award may be eligible to be earned and vest immediately based on the achievement of a four-year and five-year CAGR price goals. Our stock price has not yet met any of the price achievement goals for any tranche.date. |
(7) (8)
| Award vestsMessrs. Stone, Baldridge and Smith forfeited their equity awards in two equal annual installments beginning onconnection with their respective separation of service from the first anniversary of the grant date, subject to continued employment.Company. |
TABLE OF CONTENTS Option Exercises and Stock Vested in 20202022 The following table provides information about options exercise and restricted stock that vested in 20202022 for each of our executives. | | | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | Name | | Number of Shares
Acquired on Exercise | | Value Realized on
Exercise(1) | | Number of
Shares Acquired
on Vesting | | Value Realized
on Vesting(2) | | Number of
Shares Acquired
on Exercise | | Value Realized
on Exercise(1) | | Number of
Shares Acquired
on Vesting | | Value Realized
on Vesting(2) | Robert P. Jornayvaz III | | — | | — | | 32,924 | | $357,669 | | — | | — | | 146,991 | | $11,540,415 | Matthew D. Preston | | | 1,018 | | $55,516 | | 1,852 | | 84,792 | E. Brian Stone | | | — | | — | | 2,942 | | 138,217 | Robert E. Baldridge | | — | | — | | 7,343 | | 71,728 | | 3,600 | | 183,422 | | — | | — | Matthew D. Preston | | — | | — | | 2,758 | | 26,435 | | Kyle R. Smith | | — | | — | | — | | — | | — | | — | | 706 | | 59,438 | E. Brian Stone | | — | | — | | — | | — | |
(1)
| Value was calculated by multiplying the number of shares exercised by the difference between the market price of our common stock at exercise and the exercise price. |
(2)
| Value was calculated by multiplying the number of shares that vested by the closing market price of our common stock on the vesting date. |
Employment Agreement with Robert P. Jornayvaz III We have entered into an employment agreement with Mr. Jornayvaz.Jornayvaz, which was originally entered into in 2010. In March 2019, we amended the agreement to extend its term for three years until April 18, 2022. The2022, at which time the employment agreement was originally entered into in 2010.expired. Mr. Jornayvaz’s compensation remained the same after termination of his employment agreement. You can find information about Mr. Jornayvaz’s actual 20202022 salary, equity awards, and other compensation as approved by the Compensation Committee above under the heading “Compensation Discussion and Analysis.” Under his employment agreement, Mr. Jornayvaz iswas entitled to an annual salary of $100,000, subject to annual review by the Compensation Committee. Mr. Jornayvaz’sJornayvaz subsequently requested an annual base salary was subsequently reduceddecrease to $50,000, which was approved by the Compensation Committee. The agreement also providesprovided that the general intent is for Mr. Jornayvaz to receive a target annual bonus, of $500,000 and an annual equity award with a target grant date fair value of $750,000; provided that his actual target bonus and equity award for any year may be higher or lower as determined by the Compensation Committee in its sole discretion. Mr. Jornayvaz also iswas entitled to all other benefits offered generally to our senior management. IfUnder the terms of the expired agreement, if Mr. Jornayvaz’s employment iswas terminated for any reason, he would be entitled to the following benefits:
Payment of any salary, bonus, or other compensation earned but not yet paid to him through the date of terminationtermination; Rights to continued healthcare coverage as required by lawlaw; Payment of any amounts due as of the date of termination under any equity-based, welfare, or retirement plan or of any other amounts or benefits under these plans that, by their specific terms, extend beyond the date of terminationtermination; Rights with respect to D&O insuranceinsurance; and Rights under any separate change-in-control severance agreement or other agreement between us and himhim. He would not be entitled to severance, except as provided under his change-in-control severance agreement, which is described below under the heading “Potential Payments Upon Termination or Change-in-Control.” Under the terms of the expired agreement, Mr. Jornayvaz has agreed that during the term of his employment and for a period of 24 months after termination, he will not solicit our employees or compete with us in the potash business and any other business in which we are engaged during the term or at his termination date. TABLE OF CONTENTS Potential Payments Upon Termination or Change-in-Control This section describes and quantifies potential payments that may be made to each of our executives (at, following, or in connection with, the termination of his or her employment or as a result of a change in control of TABLE OF CONTENTS
Intrepid. We did not make any changes in 20202022 to executives’ potential termination and change-in-control benefits. For Mr. Jornayvaz, these benefits are provided under his employment agreement, his change-in-control severance agreement, and his equity award agreements. For our other executives, these benefits are provided under their change-in-control severance agreements or our broad-based change-in-control severance policy and under their equity award agreements. Executives are not entitled to severance benefits outside of a change in control. Change in Control Mr. Jornayvaz is entitled to full vesting on all outstanding equity awards upon a qualifying change in control. Each of our other executives is entitled to full vesting on all outstanding equity awards upon a qualifying termination of employment within sixtwenty-four months following a change in control. Qualifying Termination Following a Change in Control If an executive’s employment is terminated by us without “Cause” or by him or her for “Good Reason” within 24 months of a change in control for Mr. Jornayvaz or within six24 months for our other current executives, the executive would be entitled to the following additional termination benefits: A lump sum cash payment equal to (a) two times the executive’s annual salary, plus (b) two times the average of the actual annual bonus paid to him for the two preceding years for Mr. Jornayvaz or one times salary and bonus for our other current executives. ○ | If the executive has not been employed through two full bonus cycles, the bonus portion of the calculation uses the average of the actual bonus paid for the most recently completed cycle and the current year target bonus. |
○ | If the executive has not been employed through one bonus cycle, the bonus portion of the calculation is based on the current year’s target bonus amount. |
A lump sum cash payment equal to the current year’s target annual bonus, pro-rated for the length of time the executive was employed during the year prior to terminationtermination. Continuation of standard health and welfare benefits for up to two years for Mr. Jornayvaz or one year for our other current executivesexecutives. Individual outplacement services up to a maximum of $5,000$5,000. The executive is not entitled to these benefits upon termination of employment for any other reason following a change in control, including a termination for “Cause,” or as a result of death or disability. To receive the benefits described above, the executive is bound by non-solicitation provisions that prohibit the executive from hiring our employees or soliciting our business relations for a period of one year following the date of termination. A “change in control” occurs if any one of the following events occurs: Any individual, entity, or group (other than Messrs.Mr. Jornayvaz Harvey, or Martin or theirhis affiliates) becomes the beneficial owner of more than 30% of our voting securities. The directors on our Board on the date on which the agreement was entered into, or directors nominated by those directors, cease to constitute at least two-thirds of the Board. There is a merger, consolidation or other direct or indirect sale of Intrepid or its assets that will result in the voting securities of the successor entity being owned 30% or less by our voting securityholders prior to the transaction. Our stockholders approve a complete plan of liquidation or dissolution. “Cause” means any (a) conviction of, or pleading nolo contendere to, a felony; (b) engaging in theft, fraud, embezzlement, or willful misappropriation of our property; (c) violation of any of our policies or practices TABLE OF CONTENTS regarding discrimination or harassment that would be grounds for termination of one of our employees in general; or (d) willful failure to perform substantially the executive’s material duties that is not cured within 30 days. TABLE OF CONTENTS
“Good Reason” means (a) a reduction in the executive’s salary or annual bonus opportunity; (b) a material diminution in the executive’s responsibility or authority; (c) a change of more than 30 miles in the location at which the executive primarily performs his or her services; or (d) any material failure by us to comply with any material term of the executive’s change-in-control severance agreement. The executive is required to notify us of any of these events or conditions within 90 days, and we must fail to cure the event or condition within 30 days after notice. Post-Employment or Change-in-Control Payments The tables below quantify the post-employment and change-in-control payments to which our executives would be entitled upon the occurrence of the specified trigger events. All calculations assume that the termination of employment occurred on December 31, 2020.2022. Mr. Stone retired from his positions with the Company in February 2023. In connection with his retirement, the Company and Mr. Stone entered into a retirement and separation agreement, which provides, among other things, that the Company will pay Mr. Stone $400,000 in cash, payable in two equal installments during 2023, and will pay the cost of Mr. Stone’s benefits continuation coverage under COBRA through the end of April 2023. Messrs. Baldridge and Smith are not included below as their employment with Intrepid ended in 2022. Robert P. Jornayvaz III Type of Compensation | | Termination
Unrelated to a
Change in Control | | Change in Control
without
Termination | | Change in Control
and Qualifying
Termination | | Termination
Unrelated to a
Change in Control | | Change in Control
without
Termination | | Change in Control
and Qualifying
Termination | Cash Severance | | — | | — | | $100,00 | | — | | — | | $100,000 | Accelerated Vesting of Restricted Stock(1) | | — | | $3,260,057 | | 3,260,057 | | — | | $2,080,603 | | 2,080,603 | Accelerated Vesting of Performance Stock(1) | | — | | — | | — | | — | | 3,596,884 | | 3,596,884 | Accelerated Vesting of Stock Options(2) | | — | | — | | — | | — | | — | | — | Other Benefits – Health & Welfare(3) | | — | | 27,291 | | 27,291 | | — | | 33,384 | | 33,384 | Other Benefits – Outplacement Services | | — | | 5,000 | | 5,000 | | — | | 5,000 | | 5,000 | Total Post-Employment or Change-in-Control Compensation | | — | | $3,292,348 | | $3,392,348 | | — | | $5,715,871 | | $5,815,871 |
Robert E. Baldridge
Matthew D. Preston Cash Severance | | | — | | | — | | | $291,139356,800 | Prorated Bonus for Year of Termination | | | — | | | — | | | 116,456214,760
| Accelerated Vesting of Restricted Stock(1) | | | — | | | — | | | 190,036137,508
| Accelerated Vesting of Performance Stock Options(2)(1) | | | — | | | — | | | —110,688
| Other Benefits – Health & Welfare(3) | | | — | | | — | | | 13,64652,231
| Other Benefits – Outplacement Services | | | — | | | — | | | 5,000 | Total Post-Employment or Change-in-Control Compensation | | | — | | | — | | | $616,277 |
Matthew D. Preston
Cash Severance
| | | —
| | | —
| | | $220,000
| Prorated Bonus for Year of Termination
| | | —
| | | —
| | | 44,000
| Accelerated Vesting of Restricted Stock(1)
| | | —
| | | —
| | | 101,358
| Accelerated Vesting of Stock Options(2)
| | | —
| | | —
| | | —
| Other Benefits – Health & Welfare(3)
| | | —
| | | —
| | | 21,358
| Other Benefits – Outplacement Services
| | | —
| | | —
| | | 5,000
| Total Post-Employment or Change-in-Control Compensation
| | | —
| | | —
| | | $391,716
|
TABLE OF CONTENTS
Kyle R. Smith
Cash Severance
| | | —
| | | —
| | | $238,500
| Prorated Bonus for Year of Termination
| | | —
| | | —
| | | 59,625
| Accelerated Vesting of Restricted Stock(1)
| | | —
| | | —
| | | 96,528
| Accelerated Vesting of Stock Options(2)
| | | —
| | | —
| | | —
| Other Benefits – Health & Welfare(3)
| | | —
| | | —
| | | 23,709
| Other Benefits – Outplacement Services
| | | —
| | | —
| | | 5,000
| Total Post-Employment or Change-in-Control Compensation
| | | —
| | | —
| | | $423,362
|
E. Brian Stone
Cash Severance
| | | —
| | | —
| | | $335,000
| Prorated Bonus for Year of Termination
| | | —
| | | —
| | | 75,375
| Accelerated Vesting of Restricted Stock(1)
| | | —
| | | —
| | | 148,523
| Accelerated Vesting of Stock Options(2)
| | | —
| | | —
| | | —
| Other Benefits – Health & Welfare(3)
| | | —
| | | —
| | | 21,358
| Other Benefits – Outplacement Services
| | | —
| | | —
| | | 5,000
| Total Post-Employment or Change-in-Control Compensation
| | | —
| | | —
| | | $585,256876,987
|
(1)
| Amount was calculated by multiplying the number of shares of restricted stock held on December 31, 2020,2022, by the closing market price of our common stock on that dateDecember 30, 2022 ($24.1528.87 per share). Mr. Jornayvaz is entitled to full vesting on all restricted stock upon a qualifying change in control. The unvested performance stock granted to Mr. Jornayvaz in 20202022 would have accelerated in full upon assumed change in control on December 31, 2020. However, the payout amount would have been zero because the performance threshold had not been met as of December 31, 2020.2022. Other executives are entitled to full vesting on all restricted stock upon a qualifying termination of employment within sixtwenty-four months following a change in control. Additionally, the unvested performance stock granted to other executives had met the performance threshold as of December 31, 2022, and the other executives are entitled to full vesting of these restricted shares upon a qualifying termination of employment within twenty-four months following a change in control. |
TABLE OF CONTENTS (2)
| Amount was calculated by multiplying the number of shares of common stock underlying the option held on December 31, 2020,2022, by the difference between the closing market price of our common stock on that dateDecember 30, 2022 ($24.1528.87 per share) and the option exercise price. Mr. Jornayvaz is entitled to full vesting on all unvested stock options upon a qualifying change in control. Other executives are entitled to full vesting on all unvested stock options upon a qualifying termination of employment within sixtwenty-four months following a change in control. |
(3)
| Health and welfare benefits continue until the earlier of two years for Mr. Jornayvaz and one year for other executives from the date of termination or when the executive obtains coverage under another employer’s medical plan. |
TABLE OF CONTENTS
Benefits on Death or Disability Our salaried employees, including executives, are eligible for group life, accidental death, and disability insurance benefits upon a termination of employment due to death or disability. In addition, executives and other senior employees who hold equity awards are entitled to accelerated vesting on their unvested equity awards and all vested stock options remain exercisable for 12 months following the termination of employment due to death or disability. Information for Messrs. Baldridge and Smith are not included below as their employment with Intrepid ended in 2022. Assuming a termination of employment due to death or disability on December 31, 2020,2022, the value of this accelerated vesting for each of our executives would have been as follows: Robert P. Jornayvaz III | | | $3,260,057 | Robert E. Baldridge
| | | 190,0365,677,488
| Matthew D. Preston | | | 101,358
| Kyle R. Smith
| | | 96,528248,195
| E. Brian Stone | | | 148,523447,572
|
Mr. Jornayvaz is eligible for long-term care insurance benefits upon a termination of employment due to disability. We estimate that Mr. Jornayvaz would be entitled to up to $2,500 per month in long-term care insurance benefits for the duration of the disability. Executives other than Mr. Jornayvaz are eligible for supplemental disability and long-term care insurance benefits upon a termination of employment due to disability. We estimate that these executives would be entitled to up to approximately $16,000 to $27,000$30,000 per month in supplemental disability and long-term care insurance benefits for the duration of the disability. TABLE OF CONTENTS This section provides information about the ratio of the 20202022 annual total compensation of Mr. Jornayvaz, as our Executive Chairman President, and Chief Executive Officer, to the median of the 20202022 annual total compensation of our other employees. The CEO pay ratio shown below is a reasonable estimate calculated in a manner consistent with SEC rules. Mr. Jornayvaz’s 20202022 annual total compensation as reported in the Summary Compensation Table above was $2,069,567.$3,955,693. The 20202022 annual total compensation of our median employee was $74,410.$86,838. Thus, the ratio of Mr. Jornayvaz’s 20202022 annual total compensation to the median of the 20202022 annual total compensation of all other employees was 27.846 to 1. We believe the pay ratio disclosed herein is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on taxable wages of each of our employees, excluding Mr. Jornayvaz, as of December 31, 2020.2022. Our median employee is an equipment operator and did not receive any equity awards in 2020.2022. After identifying the median employee based on 20202022 total taxable wages, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 20202022 Summary Compensation Table above in this Proxy Statement. Because different companies use different methods to determine their estimated CEO pay ratio, the estimated CEO pay ratio above should not necessarily be used as a basis for comparisons between companies. TABLE OF CONTENTS Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following information regarding the relationship between executive compensation actually paid, as defined by SEC rules (“CAP”), to our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”), and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. Pay Versus Performance Table 2022 | | | $3,955,693 | | | $7,424,996 | | | $655,066 | | | $378,521 | | | $106.53 | | | $132.41 | | | $72.2 | | | $141.7 | 2021 | | | 3,940,695 | | | 8,680,400 | | | 462,920 | | | 479,980 | | | 157.68 | | | 145.13 | | | 249.8 | | | 67.6 | 2020 | | | 2,069,567 | | | 3,742,949 | | | 446,174 | | | 440,929 | | | 89.11 | | | 115.69 | | | (27.1)
| | | 20.8 |
(1)
| Robert P. Jornayvaz III was our PEO for each year presented. Our Non-PEO NEOs for each of 2020, 2021 and 2022 were Matthew D. Preston, E. Brian Stone, Robert E. Baldridge and Kyle R. Smith. |
(2)
| The amounts shown for CAP have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3)
| CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
2022 | | | $3,955,693 | | | $(3,898,475) | | | $7,367,778 | | | $7,424,996 | 2021 | | | 3,940,695 | | | (3,881,528) | | | 8,621,233 | | | 8,680,400 | 2020 | | | 2,069,567 | | | (2,010,986) | | | 3,684,368 | | | 3,742,949 |
2022 | | | $655,066 | | | $(352,433) | | | $75,888 | | | $378,521 | 2021 | | | 462,920 | | | (73,836) | | | 90,896 | | | 479,980 | 2020 | | | 446,174 | | | (86,609) | | | 81,363 | | | 440,929 |
(a)
| These amounts reflect the totals from the Stock Awards column set forth in the Summary Compensation Table for Mr. Jornayvaz and the average of the Stock Awards and Option Awards columns set forth in the Summary Compensation Table for the Non-PEO NEOs, as applicable. |
(b)
| The amounts are derived from the amounts set forth in the following tables: |
2022 | | | $1,516,904 | | | $ (1,914,812) | | | $7,765,686 | | | —
| | | $7,367,778 | 2021 | | | 3,854,691 | | | 4,398,711 | | | 367,831 | | | — | | | 8,621,233 | 2020 | | | 3,697,274 | | | 309,596 | | | (322,502) | | | — | | | 3,684,368 |
TABLE OF CONTENTS 2022 | | | $129,114 | | | $(21,521) | | | $11,858 | | | $(43,563) | | | $75,888 | 2021 | | | 67,930 | | | 43,802 | | | 22,405 | | | (43,241) | | | 90,896 | 2020 | | | 128,635 | | | (669) | | | (46,603) | | | — | | | 81,363 |
(4)
| The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Basic Materials Index, which we also utilize in the stock performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Basic Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
(5)
| Reflects net income as reported in the Company’s Annual Reports on Form 10-K for each of the applicable years. |
(6)
| We determined Adjusted EBITDA to be the most important financial performance CAP measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
(7)
| Adjusted EBITDA is calculated as net income adjusted for certain items that impact the comparability of results from period to period. Intrepid considers Adjusted EBITDA to be useful because the measure reflects Intrepid’s operating performance before the effects of certain non-cash items and other items that Intrepid believes are not indicative of its core operations. Intrepid uses Adjusted EBITDA to assess operating performance. A reconciliation of Net Income to Adjusted EBITDA for the years ended December 31, 2022 and 2021 is contained in its earnings release furnished on a Current Report on Form 8-K filed on March 6, 2023. A reconciliation of Net Income to Adjusted EBITDA for the years ended December 31, 2021 and 2020 is contained in its earnings release furnished on a Current Report on Form 8-K filed on March 7, 2022. |
2022 Most Important Financial Performance Measures
The Company uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with Company performance. The financial performance measures identified as the most important measures used by the Company to link our named executive officers’ 2022 CAP to Company performance are listed below in unranked order, which are described in more detail above in the “Compensation Discussion and Analysis.” Adjusted EBITDA | Cost of Goods Produced | TSR/Stock Price |
TABLE OF CONTENTS CAP and Cumulative TSR
As demonstrated by the following graph, the CAP to the Company’s PEOs and the average amount of CAP to the Company’s non-PEO NEOs are aligned with the Company’s cumulative TSR over the three years presented in the pay versus performance table above. A significant portion of the CAP to our named executive officers is comprised of equity awards which have a value directly tied to the value of the Company’s common stock, demonstrating alignment between CAP and the Company’s cumulative TSR. Cumulative TSR of the Company and Cumulative TSR of Company Peer Group
The following graph represents the Company’s cumulative TSR over the three-year period presented in the Pay versus Performance Table above compared to the cumulative Peer Group TSR over the same period. TABLE OF CONTENTS CAP and Adjusted EBITDA
The chart below demonstrates the relationship between Adjusted EBITDA and CAP to the PEOs and the average amount of CAP to Non-PEO NEOs. CAP and Net Income
The chart below demonstrates the relationship between net income and CAP to the PEO and the average amount of CAP to Non-PEO NEOs. The Company does not currently use net income as a metric in any of our incentive programs. Nonemployee Director Compensation Policy The Governance Committee periodically reviews director compensation and, if appropriate, recommends any changes to the Board for its approval. Recommendations are typically based on a review of compensation for nonemployee directors of companies of comparable size to us based on general industry data collected by F. W. Cook. We did not make any significant changes to our director compensation in 2020.2022. Our director compensation program provides for the following compensation for nonemployee directors: Annual cash retainer | | | $65,000 | Annual grant of restricted stock with one-year vesting | | | $85,000 | Additional annual cash retainer to each committee chairperson:
| | | | Audit Committee | | | $15,000 | Compensation Committee | | | $10,000 | Governance Committee | | | $7,500 | Strategy Committee | | | $10,000 | Additional annual cash retainer to each committee member:
| | | | Audit Committee | | | $10,000 | Compensation Committee | | | $10,000 | Governance Committee | | | $5,000 |
Cash retainers are generally paid in quarterly installments. The annual restricted stock grant is made at the first Board meeting after the Annual Meeting. Director Compensation Table The table below sets forth the compensation paid to or earned by our directors, other than Mr. Jornayvaz, whose compensation is reported above under the heading “Executive Compensation – 20202022 Summary Compensation Table.” We do not provide any additional compensation to Mr. Jornayvaz for his service on the Board. For all other directors, the amounts reported in the table below represent compensation paid to or earned by them in accordance with our nonemployee director compensation policy, which is described below the table. Name | | Fees Earned or
Paid in Cash | | Stock
Awards(1) | | All Other
Compensation | | Total | | Fees Earned or
Paid in Cash | | Stock
Awards(1) | | Total | Chris A. Elliott | | | $100,000 | | $84,955 | | $184,955 | Hugh E. Harvey, Jr.(2) | | $54,107 | | $85,000 | | $21,294 | | $160,401 | | 16,250 | | — | | 16,250 | Mary McBride | | 64,904 | | 85,000 | | — | | 149,904 | | Terry Considine | | 97,500 | | 85,000 | | — | | 182,500 | | Chris A. Elliott | | 100,000 | | 85,000 | | — | | 185,000 | | J. Landis Martin(3) | | 40,385 | | — | | — | | 40,385 | | Lori A. Lancaster | | | 97,500 | | 84,955 | | 182,455 | Mary E. McBride | | | 105,000 | | 84,955 | | 189,955 | Barth E. Whitham | | 100,000 | | 85,000 | | — | | 185,000 | | 100,000 | | 84,955 | | 184,955 | William M. Zisch | | | 55,500 | | 84,955 | | 140,455 |
(1)
| These amounts represent the aggregate grant date fair value of annual restricted stock awards granted on May 19, 2020,2022 for all directors, calculated in accordance with financial statement reporting rules, excluding the effect of any estimated forfeitures. You can find information about the assumptions used to calculate these amounts in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020.2022. The awards vest in full on May 19, 2021,2023, subject to the director’s continued service. The awards also vest in the event of death, disability, or a qualifying change in control. The grant date fair value of the awards equals the number of shares granted multiplied by the closing market price of our common stock on the grant date ($10.40 per share). |
Our directors held the following shares of restricted stock and vested stock options as of December 31, 2020:2022: Chris A. Elliott | | | 1,327 | | | — | Hugh E. Harvey, Jr. | | | 8,173—
| | | — | Lori A. Lancaster | | | 1,327 | | | — | Mary E. McBride | | | 8,173
| | | —
| Terry Considine
| | | 8,173
| | | —
| Chris A. Elliott
| | | 8,1731,327
| | | — | Barth E. Whitham | | | 8,1731,327
| | | — | William M. Zisch | | | 1,327 | | | — |
Information regarding restricted stock and vested stock options held by Mr. Jornayvaz is reported above under the heading “Executive Compensation—Compensation – Outstanding Equity Awards at the End of 2020.2022.” TABLE OF CONTENTS
(2)
| Mr. Harvey retired as an employee of Intrepid effective March 2, 2020 See also “Hugh E. Harvey, Jr.’s Employee Compensation” below for additional information. |
(3)
| Mr. Landis retired from the Board effective May 19, 2020.February 25, 2022. |
Hugh E. Harvey, Jr.’s Employee Compensation
Mr. Harvey retired as an employee of Intrepid effective March 2, 2020. The amounts reported in the “All Other Compensation” column above represent compensation paid to or earned by him for his employment as our Executive Vice Chairman of the Board until his retirement, as outlined in more detail below.
Hugh E. Harvey | | | $19,663 | | | $634 | | | $97 | | | $900 | | | $21,294 |
TABLE OF CONTENTS Security Ownership of Certain Beneficial Owners and Management The table below sets forth information regarding the beneficial ownership of our common stock as of March 22, 2021,2023, by the following persons: each person or group who is known by us to own beneficially more than 5% of our common stock; each member of our Board and each executive officer named in the Summary Compensation Table above; and all members of our Board and current executive officers as a group. The table is based on information that we received from these individuals and information disclosed in filings made with the SEC. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options or other equity awards that are exercisable as of March 22, 2021,2023, or will be exercisable within 60 days of that date, are considered outstanding and beneficially owned by the person holding the awards for the purpose of computing the total and percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Shares of restricted stock generally have the same voting and other rights as holders of our common stock, and therefore, are included in the beneficial ownership for each applicable person. To our knowledge, none of our directors or executive officers has pledged as security any of the shares that they beneficially own. Unless otherwise noted, each of the stockholders listed below has sole voting and investment power (or under marital property laws, shares these powers with his spouse) with respect to the shares shown in the table below. Unless otherwise noted, the business address of each stockholder is c/o Intrepid Potash, Inc., 1001707 17th Street, Suite 1050,4200, Denver, Colorado 80202. Name of Beneficial Owner | | Total Shares
Beneficially
Owned | | Percent of
Shares
Outstanding
Beneficially
Owned(1) | | Total Shares
Beneficially
Owned | | Percent of
Shares
Outstanding
Beneficially
Owned(1) | Stockholders Beneficially Owning More Than 5%
| | | | | | | | | Robert P. Jornayvaz III | | 2,214,757(2) | | 16.3% | | 2,546,197(2) | | 18.9% | Teton Trust Company, as trustee of Clearway Trust | | 1,711,982(3) | | 12.7% | | 1,203,222(3) | | 8.9% | Hugh E. Harvey, Jr. | | 1,208,508(4) | | 9.0% | | BlackRock, Inc. | | 772,971(5) | | 5.7% | | 848,422(4) | | 6.3% | Current Directors and Executives (in addition to Messrs. Jornayvaz and Harvey, whose information is presented above)
| | | | | | Terry Considine | | 30,881(6) | | < 1% | | Dimensional Fund Advisors LP | | | 772,528(5) | | 5.7% | Directors and Named Executive Officers (in addition to Messrs. Jornayvaz, whose information is presented above)
| | | | | | Chris A. Elliott | | 30,983(7) | | < 1% | | 35,617(6) | | * | Lori A. Lancaster | | | 4,272(6) | | * | Mary E. McBride | | | 12,807(6) | | * | Barth E. Whitham | | 32,767(8) | | < 1% | | 37,401(6) | | * | Mary McBride | | 8,173(9) | | < 1% | | William M. Zisch | | | 1,327(7) | | * | Matthew D. Preston | | | 24,408(8) | | * | E. Brian Stone | | | 19,201(9) | | * | Robert E. Baldridge | | 29,153(10) | | < 1% | | — | | * | Matthew D. Preston | | 10,409(11) | | < 1% | | Kyle Smith | | 6,116(12) | | < 1% | | E. Brian Stone | | 9,028(13) | | < 1% | | Current directors and executives, as a group (10 persons) | | 3,580,775 | | 26.3% | | Kyle R. Smith | | | — | | * | Current directors and executives, as a group (8 persons) | | | 2,670,478 | | 19.9% |
(1)
| The percentage ownership for each stockholder on March 22, 2021,2023, was calculated by dividing (a) the total number of shares beneficially owned by the stockholder by (b) the number of13,183,102 shares of our common stock outstanding on March 22, 2021 (13,452,061), plus any shares the stockholder has the right to acquire as of March 22, 2021, or within 60 days of that date, through the exercise of stock options or other equity awards.2023. |
(2)
| Represents (a) 1,720,923 shares held by IPC that are or may be deemed to be beneficially owned by Robert P. Jornayvaz III because of his position as the sole stockholder, sole director, and President of IPC, (b) 133,358257,390 unrestricted shares, (c) 186,780300,697 shares of restricted stock, and (d) 173,696267,187 shares subject to stock options that are exercisable as of March 22, 2021,2023, or within 60 days of that date. |
(3)
| Based solely on a Schedule 13G13G/A filed with the SEC on October 21, 2021.January 30, 2023. The principal business office of Teton Trust Company LLC as Trustee of Clearway Trust is 36 E. Broadway, Suite 9-3, PO Box 490, Jackson, Wyoming 83001-0490, USA. |
(4)
| Represents (a) 1,177,138 shares held by HOPCO that are or may be deemed to be beneficially owned by Hugh E. Harvey, Jr. because of his position as the sole stockholder, sole director, and President of HOPCO, (b) 23,197 unrestricted shares, and (c) 8,173 shares of restricted stock.83001. |
TABLE OF CONTENTS (5) (4)
| Based solely on a Schedule 13G/A filed with the SEC on January 29, 2021.February 1, 2023. The principal business office of BlackRock, Inc. is 55 East 52nd52nd Street, New York, NY 10055. |
(5)
| Based solely on a Schedule 13G filed with the SEC on February 10, 2023. The principal business office of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746. |
(6)
| Represents (a) 8,352 unrestricted shares, (b) 8,173 shares of restricted stock, and (c) 484 and 13,872 shares indirectly owned through CIC Profit Sharing Plan and Carbondale Corporation Retirement Plan, respectively, each of which is a qualified retirement plan. Mr. Considine has shared voting and dispositive power over the shares held by the Carbondale Corporation Retirement Plan. |
(7)
| Represents (a) 22,810 unrestricted shares and (b) 8,173Includes 1,327 shares of restricted stock. |
(8) (7)
| Represents (a) 24,594 unrestricted shares and (b) 8,1731,327 shares of restricted stock. |
(9) (8)
| Represents (a) 8,173Includes 21,760 shares of restricted stock. |
(10) (9)
| Represents (a) 14,493 unrestricted shares, (b) 11,300 shares of restricted stock, and (c) 3,360 shares subject to stock options that are exercisable as of March 22, 2021, or within 60 days of that date. |
(11)
| Represents (a) 3,832 unrestricted shares, (b) 5,559 shares of restricted stock, and (c) 1,018 shares subject to stock options that are exercisable as of March 22, 2021, or within 60 days of that date. |
(12)
| Represents, (a) 6,116Includes 15,503 shares of restricted stock. |
(13)
| Represents (a) 200 unrestricted shares and (b) 8,828 shares of restricted stock. |
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports filed with the SEC and written representations furnished to us that no other reports were required, we believe that all reports of our officers, directors and persons who beneficially own more than 10% of our common stock required under Section 16(a) were timely filed during the year ended December 31, 2022, except for: 43 one late Form 4 for William M. Zisch related to his annual director equity grant on May 19, 2022 due to SEC filing code delays.
TABLE OF CONTENTS
Equity Compensation Plan InformationThe following table sets forth information as of December 31, 2020, regarding our Amended and Restated Equity Incentive Plan:
Equity compensation plans approved by security holders | | | 296,046 | | | $31.66 | | | 661,827 | Equity compensation plans not approved by security holders | | | — | | | — | | | — | Total | | | 296,046 | | | $31.66 | | | 661,827 |
TABLE OF CONTENTS Certain Relationships and Related-Person Transactions Policy on Transactions with Related Persons Our Board has adopted a written policy with respect to related-person transactions. Under this policy, the Audit Committee must review and approve or ratify any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (a) we are a participant, (b) the aggregate amount involved will or may be expected to exceed $120,000, and (c) a related person has or will have a direct or indirect material interest. In addition, related-person transactions must be on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party. For purposes of this policy, a “related person” means (a) any of our directors, executive officers, or nominees for director, (b) any stockholder that beneficially owns more than 5% of the outstanding shares of our common stock, (c) any immediate family member of the foregoing, and (d) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or other principal or has a substantial ownership interest (more than 10%) or control of the entity. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of us and our stockholders. In addition, our Board-adopted Code of Business Conduct and Ethics provides that no director, officer, or employee may pursue for his or her own account a business or investment opportunity if he or she has obtained knowledge of the opportunity through his or her affiliation with us. Our Board or the Audit Committee approved each of the arrangements described below under the heading “—Related-Person Transactions” pursuant to our policy when we originally entered into or agreed to it. Related-Person Transactions Set forth below is a description of transactions between us and our officers, directors, and greater than 5% stockholders since the beginning of 2020.2022. Director Designation and Voting Agreement You can find more information about this agreement above under the heading “Corporate Governance—Governance–Director Designation and Voting Agreement.” Registration Rights Agreement Intrepid, IPC, and HOPCOHarvey Operating and Production Company (“HOPCO”) are parties to a Registration Rights Agreement that was entered into in 2008. Mr. Jornayvaz is the sole owner of IPC, and Mr. Hugh Harvey, our former director, is the sole owner of HOPCO. Under this agreement, each of IPC and HOPCO has the right, in certain circumstances, to require us to register for sale the shares of common stock held by it. Subject to the terms and conditions of the agreement, each of IPC and HOPCO may make up to three demands for registration, one of which may require a shelf registration statement. In addition, IPC and HOPCO have piggyback registration rights that give them the right to have their shares included in a registration statement for certain future registered offerings by us. We will bear all costs of registration pursuant to the registration rights provided under this agreement. There were no costs associated with this agreement in 2020.2022. Office Sublease In 2017, we entered into a sublease agreement with Peakview Oil Company, LLC (“Peakview”), an entity that is majority owned by Mr. Jornayvaz. Under the agreement, we sublease to Peakview a portion of our unused office space at our headquarters in Denver. The sublease agreement is made on the same general terms and conditions as the master lease under which we lease the office space. Peakview pays us approximately $500 per month in rent, as well as any additional fees and expenses imposed under our master lease relating to Peakview’s use. The sublease expired in April 2022. For 2020,2022, Peakview paid us $6,108$1,009 under the agreement. Transition Services Agreement In 2008, we entered into a Transition Services Agreement with Intrepid Oil & Gas, LLC (“IOG”). IOG is owned in equal parts by IPC and HOPCO. In February 2019, we and IOG entered into an amendment to this TABLE OF CONTENTS agreement to extend the term of the agreement to April 24, 2021. Under this agreement, IOG may request specified employees of Intrepid or its subsidiaries (other than Messrs. Jornayvaz and Harvey) to provide a limited amount of geology, land title, and engineering services relating to IOG’s oil and gas ventures with payment by IOG to Intrepid for these services at cost plus 10%. IOG is obligated to reimburse us for an amount equal to the sum of the following amounts: The number of hours our employees spend performing services under the agreement for a month, multiplied by a cost per hour for each employee that takes into account actual gross wages, salaries, bonuses, incentive compensation, and payroll taxes of that employee, employee benefit plans attributable to the employee, and other benefits directly attributable to the employee, plus an amount equal to 10% of the employee cost per hour to ensure fairness of the arrangements to us Out-of-pocket costs and expenses incurred by us during the month The aggregate time spent by any employee of Intrepid or its subsidiaries on projects under the agreement is limited to 15% of their total working time for Intrepid. This limit may be exceeded only with the prior approval of our Board. In addition, the parties to the Transition Services Agreement (a) acknowledge that IOG owns the rights that permit IOG to drill an oil and gas well at an agreed location near our Moab, Utah mine; and (b) consent to and authorize the drilling of the well by IOG at its own expense, provided that the drilling does not interfere with our operations. IOG must reimburse us for any costs relating to IOG’s drilling of the well. If IOG determines in its sole discretion that the well is noncommercial for oil and gas production, and we agree that the well should be converted for use in our potash production, we will buy the well from IOG for a specified amount not to exceed $750,000 or IOG’s out-of-pocket cost for the drilling and related costs and expenses incurred by IOG to drill the well to the base of the potash zones. IOG must indemnify us for any damage to our Moab mine that is caused by the drilling of the well. For 2020,In 2022, we paid $105,382 to IOG paid us $3,917 for services under this agreement. Surface Use Easement Agreement
In 2009, we entered into a Surface Use Easement and Water Purchase Agreement with IOG relating to convert the well from an oil and gas rights owned by IOG that exist below the surface of our land. Under the agreement,well to a well to be used for solution mining operations in Moab, Utah, and we have granted IOG an easement across a portion of our land to access a drilling site for one of its wells. The easement continues for so long as oil or gas is produced in paying quantities from the well or from any unit or communitized area that includes the well. As consideration for the easement, IOG must pay us $7,500, plus an administrative fee, on July 2 of each year during the term of the easement. In addition, we have agreed to sell IOG water or salt brineassumed various permits related to the extent that we have excess water or salt brine available that we may legally sell. For 2020, IOG paid us $8,250 under this agreement.well.
Aircraft Use In 2009, we entered into an aircraft dry-lease agreement with Intrepid Production Holdings LLC (“IPH”), which is indirectly owned by Mr. Jornayvaz. The agreement allows us to use an aircraft owned by IPH for Intrepid business purposes on an as-needed basis. The agreement had an initial one-year term beginning on January 9, 2009, and thereafter automatically renews on a month-to-month basis. Either party may terminate the agreement on 30 days’ notice to the other party. Under the agreement, we pay $6,235 per flight hour for use of the aircraft. We are also responsible for taxes and insurance deductibles relating to our use of the aircraft. For 2020,2022, we did not pay any amountspaid $300,527 to IPH under this agreement. In 2014, we entered into an aircraft dry-lease agreement with Odyssey Adventures, LLC (“Odyssey”), which is indirectly owned by Mr. Harvey. The agreement allows us to use an aircraft owned by Odyssey for Intrepid business purposes on an as-needed basis. The agreement had an initial one-year term beginning on September 1, 2014, and thereafter automatically renews on a month-to-month basis. Either party may terminate the agreement on 30 days’ notice to the other party. Under the agreement, we pay $6,235 per flight hour for use of the aircraft. We are also responsible for taxes and insurance deductibles relating to our use of the aircraft. For 2020, we did not pay any amounts to Odyssey under this agreement.
TABLE OF CONTENTS We have adopted a practice called “householding.” This practice allows us to deliver only one copy of certain of our stockholder communications (such as the noticeNotice regarding the internet availability of proxy materials, our annual reports, or our proxy materials) to stockholders who have the same address and last name and who do not participate in email delivery of these materials, unless one or more of these stockholders notifies us that he or she would like to receive an individual copy of these notices or materials. If you share an address with another stockholder and receive only one set of proxy-related materials and would like to request a separate copy for this year’s Annual Meeting or for any future meetings or stockholder communications, please send your written request to Intrepid Potash, Inc., 1001707 17th Street, Suite 1050,4200, Denver, Colorado 80202, Attention: Secretary, or call us at (303) 296-3006. Upon written or oral request, we will promptly deliver a separate copy to you. Similarly, you may also contact us through either of these methods if you receive multiple copies of proxy-related materials and other stockholder communications and would prefer to receive a single copy in the future. A stockholder who would like to have a proposal considered for inclusion in our 20222024 proxy statement pursuant to SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal so that it is received by us no later than December 7, 2021,2023, unless the date of our 20222024 Annual Meeting is more than 30 days before or after May 19, 2022,2024, in which case the proposal must be received a reasonable time before we begin to print and send our proxy materials. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to the Secretary, Intrepid Potash, Inc., 1001707 17th Street, Suite 1050,4200, Denver, Colorado 80202. For stockholder proposals submitted outside of the SEC proposal rules, our Bylaws require that advance written notice in proper form of stockholder proposals for matters to be brought before an Annual Meeting be received by our Secretary not less than 90 days or more than 120 days before the first anniversary date of the immediately preceding Annual Meeting. Accordingly, notice of stockholder proposals for the 20222024 Annual Meeting of Stockholders must be received by us between January 19, 202220, 2024 and February 18, 2022.19, 2024. If the date of the 20222024 Annual Meeting of Stockholders is more than 30 days before or 70 days after May 19, 2022,2024, we must receive the proposal or nomination no earlier than the 120th day before the Annual Meeting date and no later than the 90th day before the Annual Meeting date, or the 10th day following the day on which public disclosure of the date of the 20222024 Annual Meeting of Stockholders is made. Any shareholder who wishes to nominate a person for election as a director should review our Bylaws. In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act, which notice must be sent to the Company no later than 60 calendar days prior to the first anniversary of this year's Annual Meeting (for the 2024 Annual Meeting of Stockholders by March 20, 2024). If the date of the next annual meeting is changed by more than 30 calendar days from the first anniversary of this year's Annual Meeting, then such notice must be provided by the later of 60 calendar days prior to the date of the next annual meeting or the 10th calendar day following the day on which public announcement of the date of the next annual meeting is first made. Annual Report on Form 10-K and Other SEC Filings At your request, we will provide you with a copy of our Annual Report on Form 10-K for the year ended December 31, 2020,2022, without charge. You should send your written requests to Secretary, Intrepid Potash, Inc., 1001707 17th Street, Suite 1050,4200, Denver, Colorado 80202. The exhibits to the annual report are available upon payment of charges that approximate our cost of reproduction. You can also obtain copies of the annual report and exhibits, as well as other filings that we make with the SEC, on our website at investors.intrepidpotash.com or on the SEC’s website at sec.gov. TABLE OF CONTENTS The Board does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the Annual Meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters. | | | By Order of the Board of Directors, | | | | | | | | | | | | Matt Preston | | | | Vice President, FinanceChief Financial Officer
|
April 6, 20215, 2023 |