UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

Intrepid Potash, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

707 17^th Street, Suite 4200

Denver, Colorado 80202

 

April 4, 2024

Dear Stockholder:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 16, 2024, at 10:00 a.m. Mountain Time. The Annual Meeting will be held entirely online via live audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/IPI2024, where you will be able to listen to the Annual Meeting live, submit questions, and vote.

You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review the important information contained in the proxy materials on the internet and how to request to receive a printed copy of our proxy materials. The Notice also tells you how to vote on the internet or by phone prior to the Annual Meeting.

Your vote is important. We hope you will attend the Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may submit your vote three ways: first, as indicated above, you may vote on the internet or by phone prior to the meeting; second, vote by mail, if you timely request to receive printed copies of these proxy materials in the mail; finally, you are able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/IPI2024 and can be found in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?” in the proxy statement.

Very truly yours,

 

Robert P. Jornayvaz III

Executive Chairman of the Board

and Chief Executive Officer

 

707 17^th Street, Suite 4200

Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Annual Meeting Date	Thursday, May 16, 2024
Time	10:00 a.m. Mountain Time
Place	www.virtualshareholdermeeting.com/IPI2024
Items of Business	(1)	To elect two Class I directors nominated by our Board of Directors to serve three-year terms expiring at our 2027 Annual Meeting of Stockholders;
	(2)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024;
	(3)	To approve, on an advisory basis, the compensation of our named executive officers; and
	(4)	To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.
Record Date	Only holders of record of our common stock on March 25, 2024, are entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting.
Voting	Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement.

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2024:

This Notice, our proxy statement, and our 2023 annual report are available at www.proxyvote.com.

By Order of the Board of Directors of Intrepid Potash, Inc.,

 

Matt Preston

Chief Financial Officer

Denver, Colorado

April 4, 2024

TABLE OF CONTENTS

Questions and Answers about the Annual Meeting and Voting	1
Proposal 1 – Election of Directors	6
Proposal 2 – Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm	10
Audit Committee Report	12
Proposal 3 – Advisory Vote to Approve Executive Compensation	13
Corporate Governance	14
Executive Officers	20
Compensation Discussion and Analysis	21
Compensation Committee Report	33
Executive Compensation	34
CEO Pay Ratio	41
Pay Versus Performance	42
Director Compensation	46
Security Ownership of Certain Beneficial Owners and Management	48
Equity Compensation Plan Information	49
Certain Relationships and Related-Person Transactions	50
Householding	51
Stockholder Proposals	51
Annual Report on Form 10-K and Other SEC Filings	51
Other Matters	52

 

Intrepid Potash, Inc.

707 17^th Street, Suite 4200

Denver, Colorado 80202

(303) 296-3006

Proxy Statement

Questions and Answers about the Annual Meeting and Voting

Why did I receive these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of Intrepid Potash, Inc., a Delaware corporation, of proxies to be voted at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

The Annual Meeting will be held on Thursday, May 16, 2024, at 10:00 a.m. Mountain Time, online at www.virtualshareholdermeeting.com/IPI2024. The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IPI2024 and entering your 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date (as defined below). Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions, and access the list of stockholders as of the close of business on the Record Date (as defined below).

We expect to begin furnishing these proxy materials to stockholders on or about April 4, 2024.

When we use the term “Intrepid,” “us,” “we,” or “our,” we mean Intrepid Potash, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

What matters will be voted on at the Annual Meeting?

We will ask stockholders to vote on the following matters at the Annual Meeting:

(1)
To elect two Class I directors nominated by our Board to serve three-year terms expiring at our 2027 Annual Meeting of Stockholders (Proposal 1);

(2)
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024 (Proposal 2);

(3)
To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3); and

(4)
To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

Who can vote?

Stockholders of record at the close of business on the record date of March 25, 2024 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, we had 13,259,771 shares of common stock issued and outstanding. Each share is entitled to one vote on each item voted on at the Annual Meeting.

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A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for the 10 days prior to the Annual Meeting at www.virtualshareholdermeeting.com/IPI2024. In addition, the list of stockholders will also be available during the Annual Meeting through the Annual Meeting website for those stockholders who choose to attend.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, bank, or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank, or other nominee. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting and vote, ask questions, and access the list of stockholders as of the close of business on the Record Date. The Annual Meeting webcast will begin promptly at 10:00 a.m. Mountain Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:30 a.m. Mountain Time. You should allow ample time for the check-in procedures.

What is the difference between a stockholder of record and a beneficial holder?

Most of our stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the stockholder of record for those shares and are receiving proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote online at the Annual Meeting.

Beneficial Holder

If your shares are held in a stock brokerage account, by a bank, or other nominee (commonly referred to as being held in “street name”), you are the beneficial holder of those shares. Your broker, bank or other nominee is the stockholder of record and has forwarded proxy materials to you as beneficial holder. As the beneficial holder, you have the right to direct your broker, bank, or other nominee how to vote your shares and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you have requested and obtained a valid proxy from your bank, broker or other nominee.

How do I vote?

Stockholder of Record

If you are a stockholder of record, you can vote over the phone or on the internet prior to the Annual Meeting by following the instructions you received from us in the mail or by email. If you requested to receive a full set of proxy materials in the mail, you also can vote by mail using the proxy card included with the materials. Finally, you can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/IPI2024.

Beneficial Holder

If you are a beneficial holder, you can vote prior to the Annual Meeting by following the voting instructions you received from your broker, bank, or other nominee in the mail or by email. If you have not received this information from your broker, bank, or other nominee, please contact them as soon as possible.

If you do not give your broker, bank, or other nominee instructions as to how to vote, under the rules of the New York Stock Exchange (“NYSE”), your broker, bank, or other nominee may not vote your shares on any of the proposals without your instructions, other than the ratification of the appointment of our independent registered public accounting firm. Please be sure to return your voting instructions to your broker, bank, or other

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nominee so that your vote is counted. The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instructions card and any other materials that you receive from that organization.

As the beneficial holder, you may attend the Annual Meeting as a “Guest” at www.virtualshareholdermeeting.com/IPI2024, but you may not vote your shares online or otherwise participate at the Annual Meeting unless you have requested and obtained a valid proxy from your bank, broker or other nominee.

Multiple Holdings

If you hold shares both as a stockholder of record and as a beneficial holder, you must vote separately for each set of shares.

How can I attend and vote at the Annual Meeting?

This year’s Annual Meeting will be held entirely online via live audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IPI2024. If you were a stockholder of record as of the Record Date and you have your 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

• To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

• The Annual Meeting webcast will begin promptly at 10:00 a.m. Mountain Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:30 a.m. Mountain Time, and you should allow ample time for the check-in procedures.

• The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

• Instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IPI2024.

• Assistance with questions regarding how to attend and participate via the internet will be provided at www.virtualshareholdermeeting.com/IPI2024 on the day of the Annual Meeting.

• Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at www.intrepidpotash.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available until one week after posting.

If your shares are held in “street name,” you should direct your bank, broker or other nominee on how to vote your shares according to the voting instructions your bank, broker or other nominee has provided to you, or, if you wish to vote at the Annual Meeting, you must contact your broker, bank, or other nominee to obtain a valid proxy. Without a valid proxy from your bank, broker or other nominee, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date.

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What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual Annual Meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website. If you encounter any difficulties accessing the virtual Annual Meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Can I change or revoke my vote?

If you are a stockholder of record, you may change your vote at any time prior to the vote at the Annual Meeting by taking any of the following actions:

• submitting a new proxy with a later date using any of the available methods described above;

• providing a written revocation to our Corporate Secretary; or

• voting online at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/IPI2024.

If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank, or other nominee following the instructions they provided to you. If you have received a valid proxy from your bank, broker or other nominee, you may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions.

Whether you are a stockholder of record or a beneficial owner of shares held in street name, your attendance at the Annual Meeting online will not, by itself, automatically revoke your proxy.

What is the quorum requirement for the Annual Meeting?

A quorum of stockholders is necessary for any action to be taken at the Annual Meeting (other than adjournment or postponement of the Annual Meeting). A quorum exists if stockholders holding a majority of the outstanding shares of our common stock are present at the Annual Meeting in person, or by means of remote communication, or by proxy. If you submit a properly completed proxy, even if you abstain from voting, your shares will be counted for purposes of determining the presence of a quorum. Broker non-votes (described below) also will be counted for purposes of determining the presence of a quorum if the broker, bank or other nominee uses its discretionary authority to vote on at least one routine matter under NYSE rules.

How will my shares be voted at the Annual Meeting?

Your shares will be voted in accordance with your properly submitted instructions.

Stockholders of Record

If you are a stockholder of record and you submit a duly executed proxy but do not include voting instructions on a matter, your shares will be voted in favor of each of the nominees named in Proposal 1, and in favor of each of Proposals 2 and 3, in accordance with the recommendations of our Board. If any other matters are properly presented for a vote at the Annual Meeting or any adjournment or postponement thereof, your shares will be voted in the discretion of the named proxies.

Beneficial Holders and Broker Non-Votes

If you are a beneficial holder and you do not provide voting instructions to your broker, bank, or other nominee, that organization will determine if it has the discretionary authority to vote your shares on the particular matter. Under NYSE rules, these organizations have the discretion to vote your shares on routine matters, such as the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024 (Proposal 2). However, they do not have the discretion to vote your shares on non-routine matters, including the other proposals up for a vote (Proposals 1 and 3). The unvoted shares are called “broker non-votes.” Shares that constitute broker non-votes are considered present for purposes of determining a quorum but are not considered entitled to vote or votes cast on the particular matter.

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What are the voting requirements for each matter?

Proposal		Vote Required	Effect of Abstentions	Broker Discretionary Voting Allowed	Effect of Broker Non-Vote
(1)	To elect the Class I directors nominated by our Board to serve three-year terms expiring at our 2027 Annual Meeting of Stockholders	More votes cast FOR than AGAINST	No effect	No	No effect
(2)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024	More votes cast FOR than AGAINST	No effect	Yes	Not applicable
(3)	To approve, on an advisory basis, the compensation of our named executive officers	More votes cast FOR than AGAINST	No effect	No	No effect

What are the recommendations of the Board?

Our Board recommends that you vote:

• “FOR” the Class I directors nominated by our Board to serve three-year terms expiring at our 2027 Annual Meeting of Stockholders (Proposal 1);

• “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024 (Proposal 2); and

• “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3).

Any properly authorized proxy as to which no instructions are given will be voted in accordance with the foregoing recommendations.

Who will pay the costs of soliciting votes for the Annual Meeting?

We will pay all costs of soliciting proxies. We have retained Alliance Advisors, LLC to assist in the solicitation of proxies. We expect to pay $12,500 to Alliance Advisors, LLC for its services, plus reimbursement of reasonable expenses. The solicitation may be made personally or by mail, phone, email, or other electronic communication. In addition, our officers, directors, and employees, without additional compensation, may solicit proxies using any of these methods. We will send proxy materials or additional soliciting materials to banks, brokers, other institutions, nominees, and fiduciaries. These organizations will then forward the materials to the beneficial holders of our shares. On request, we will reimburse these organizations for their reasonable expenses in forwarding these materials.

How can I find the results of the voting after the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board consists of six directors divided into three classes, designated as Class I, Class II, and Class III. In accordance with our Amended and Restated Bylaws (our “Bylaws”) and Restated Certificate of Incorporation (our “Certificate of Incorporation”), the number of directors of the Board is fixed exclusively by the Board from time to time. The directors are divided as evenly as possible into the three classes. The classes of directors serve for staggered three-year terms, with their current terms ending at the Annual Meeting of Stockholders in the following years: Class I directors – 2024; Class II directors – 2025; and Class III directors – 2026.

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee (“Governance Committee”) is responsible for identifying and recommending directors for nomination to the Board, including nominating existing directors for additional terms. The Governance Committee seeks independent directors with diverse backgrounds and experiences that it believes will enhance the quality of the Board’s deliberations and decisions. When searching for candidates, the Governance Committee considers the evolving needs of the Board and selects nominees based on individual skills, achievements, and experience. Additionally, nominees are expected to have a willingness and ability to devote the time necessary to perform the duties and responsibilities of a director of the Board and a desire to ensure that the Company’s operations and financial reporting are performed in a transparent manner and in compliance with applicable laws, rules, and regulations.

The Governance Committee has adopted a skills matrix to assist it in evaluating the needs of the Board in seeking directors. The skills matrix assists the Governance Committee in cultivating a diverse Board. The Governance Committee considers nominees that have strong personal and professional ethics, integrity, values, expertise, and experience. In evaluating nominees, the Governance Committee seeks individuals who will provide expertise and valuable insight to the Company and that have complimentary skill sets to other directors on the Board. The Governance Committee evaluates each potential nominee individually and in the context of the Board as a whole. The Governance Committee recommends directors that will contribute to our long-term success and effectively represent stockholder interests. When evaluating the nomination of directors for re-election, the Governance Committee also considers the individual’s historic contributions to the Board.

When seeking new director candidates, the Governance Committee may solicit suggestions from incumbent directors, members of management, stockholders, and others. The Governance Committee has authority to retain a search firm for this purpose. If the Governance Committee believes a candidate would be a valuable addition to the Board, it recommends his or her candidacy to the full Board. The Governance Committee will consider stockholder director nominations. The Governance Committee does not alter its criteria for evaluating candidates, including the criteria described above, for stockholder recommended candidates. Stockholders may recommend individuals to the Governance Committee for consideration as director candidates by submitting the names of such individuals, together with appropriate biographical information, background materials and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Governing Committee, c/o Corporate Secretary, Intrepid Potash, Inc., 707 17^th Street, Suite 4200, Denver, Colorado 80202. Stockholders also have the right under our Bylaws to nominate director candidates directly, without any action or recommendation on the part of the Governance Committee or the Board, by following the procedures set forth below under the heading “Stockholder Proposals.”

The Class I directors elected at the Annual Meeting will serve until the 2027 Annual Meeting of Stockholders. To be elected, each nominee must receive a majority of the votes cast. Specifically, the number of shares voted “FOR” the nominee must exceed the number of votes cast “AGAINST” that nominee. Cumulative voting is not permitted in the election of directors. Each nominee this year is a current director. Given their existing service on the Board, each nominee has tendered to the Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and the Board decides to accept the resignation. In the event a nominee does not receive a majority of the votes cast, the Governance Committee will make a recommendation, including whether to accept or reject the resignation, to the Board. The Board will consider the recommendation of the Governance Committee and publicly disclose its decision and the rationale behind its decision regarding acceptance or rejection of a nominee’s resignation within 90 days after the date of the certification of the election results.

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Our Board strives to appoint directors that provide the Company with an appropriate balance of experience, continuity, and new perspectives to effectively serve Intrepid and its shareholders. Our current directors have a wealth of experience and expertise in the industries in which we operate and bring a variety of perspectives to the Board. The average director tenure is approximately 9.3 years. In terms of gender diversity, 33% of our directors are female. In considering the nominees for the Class I directorship, the Governance Committee assessed the qualifications of each nominee, both of whom are current directors, before making a recommendation regarding their nomination to the Board.

Our nominees for the Class I directorship are Chris A. Elliott and Lori A. Lancaster, both of whom are current directors. The Board nominated Mr. Elliott and Ms. Lancaster based on the recommendation of the Governance Committee. Each nominee has consented to serve as a director if elected. However, if either or both nominees are unable to serve, or for good cause will not serve, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by the Board.

Information about our directors, including our Class I director nominees, is set forth below. This information includes an overview of the director’s specific experience, qualifications, and skills that assisted our Governance Committee and Board to conclude that the individual should serve as a director.

Class I Director Nominees

Nominee	Age	Director Since	Principal Occupation
Chris A. Elliott	58	August 2010	President and Chief Executive Officer of Mitigation Investment Holdings, LLC
Lori A. Lancaster	54	July 2021	Former Managing Director for UBS Securities, LLC

Chris A. Elliott has over 30 years of business experience in the agricultural industry. His experience has given him an in-depth understanding of agricultural markets, regulatory processes, manufacturing, and real estate. He is the President and Chief Executive Officer of Mitigation Investment Holdings LLC, a privately held company that invests in environmental restoration, where he has served since 2018. From 2007 through 2017, Mr. Elliott was Chief Executive Officer of AgCoA, a privately held company that owned, managed, and operated agriculture real estate that produces a variety of crops over a diverse geographic spectrum.

Mr. Elliott’s day-to-day involvement in the agricultural industry provides the Board with a unique perspective of this industry and our agricultural customers.

Lori A. Lancaster is a former Managing Director with UBS Securities LLC, where she served from 2013 to 2016. During her nearly 20 year investment banking career, she advised public and private companies operating in a variety of sectors and regions within the natural resources and global energy industries. Ms. Lancaster executed on over $60 billion of energy Μ&Α deals during her career and led numerous debt and equity capital markets transactions. Prior to UBS, Ms. Lancaster also served as Managing Director of Nomura Securities (2010 to 2013) and of Goldman Sachs & Co. (1999 to 2008), both in their respective energy investment banking groups.

Since 2017, Ms. Lancaster has served as an independent consultant and non-executive director to the energy sector. In addition to her service on our Board, Ms. Lancaster has served on the board of directors of Vital Energy, Inc. since 2020 and on the board of directors of Precision Drilling Corporation since 2022. She previously served as a non executive director for HighPoint Resources Corp. from 2018 to 2021 and for Energen Corp from 2017 to 2018.

Ms. Lancaster’s advisory experience across different representative industry sectors and leadership in advising strategic transactions provides the Board with a valuable perspective on development and execution of the Company’s strategic and financial objectives. Additionally, she brings public company audit committee and nominating and corporate governance experience to the Board.

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Continuing Directors

Name	Age	Director Since	Class/Term Expiration
Mary E. McBride	68	May 2020	Class II/ 2025
Barth E. Whitham	67	April 2008	Class II/ 2025
Robert P. Jornayvaz III	65	December 2007	Class III/ 2026
William M. Zisch	66	May 2022	Class III/ 2026

Mary E. McBride is a senior banking executive with over 30 years of experience and leadership in commercial banking. She has experience working with companies in agricultural production, processing, marketing, fertilizer, and the oil and gas industries. Ms. McBride was President of CoBank, ACB (“CoBank”), a cooperative bank and member of the Farm Credit System serving vital industries across rural America, from 2013 to 2016. Ms. McBride joined CoBank in 1993 and served as Vice President, Loan Policy & Syndications; Senior Vice President and Manager, Corporate Finance Division; Senior Vice President and Manager, Operations Division; Executive Vice President, Communications and Energy Banking Group; and Chief Operating Officer before being appointed Chief Banking Officer in 2010. Before joining CoBank, Ms. McBride was Senior Vice President and Manager, Commercial Lending at First Interstate Bank of Denver, N.A., and prior to that served as Assistant Vice President, Energy & Utilities at First National Bank of Boston.

In addition to her service on our Board, Ms. McBride also currently serves, or has served, on boards of other public and privately held companies. Ms. McBride serves as an independent director of Ellington Residential Mortgage REIT, a residential mortgage Real Estate Investment Trust based in Old Greenwich, Connecticut, where she is a member of the Audit, Compensation and Nominating and Governance Committees. From 2017 to 2022, Ms. McBride served on the board of directors of CatchMark Timber Trust, a publicly traded timber REIT, where she also served as Chair of the Audit and Compensation Committees. Ms. McBride also served on the Biomass Technical Advisory and Research Committee of the U.S. Departments of Energy and Agriculture from 2006 to 2012. She previously served as Chair of Mile High United Way.

Ms. McBride’s financial expertise and experience with companies in representative industries provides the Board with unique financial perspectives and perspectives into the industries we serve through potash, water, and other oilfield solutions sales.

Barth E. Whitham has over 30 years of experience in the energy, banking, and extractive resources industries. Since 2004, he has served as President, Chief Executive Officer, and on the board of directors of Enduring Resources, LLC, a privately held company focused on the formation and exploitation of energy assets. Mr. Whitham currently serves on the board of directors of Ensign Energy Services Inc., an oilfield, mining, and logistics service provider, and on the board of directors of Jonah Energy, a natural gas production company. From 1991 to 2004, Mr. Whitham served as President, Chief Operating Officer, and on the board of directors of Westport Resources Corp., a publicly traded oil and gas exploration and production company.

Mr. Whitham’s experience with companies in the energy and extractive resources industries provides the Board with a unique perspective into these industries, which we serve through sales of potash, water, and other oilfield solutions.

Robert P. Jornayvaz III has over 35 years of management experience, including management experience with Intrepid and our predecessor company, Intrepid Mining LLC, over 24 years of experience in the potash mining industry, and over 40 years of experience in the oil and gas and the extractive and commodities industries. He has served as our Executive Chairman of the Board since 2010 and as our Chief Executive Officer since August 2014. Mr. Jornayvaz served as our Chairman of the Board and Chief Executive Officer from our formation in 2008 until 2010. He served as our President from 2014 to August 2021. Mr. Jornayvaz served, directly or indirectly, as a manager of our predecessor, from 2000 until its dissolution at the time of our initial public offering in 2008. Mr. Jornayvaz is the sole owner of Intrepid Production Corporation (“IPC”). Mr. Jornayvaz and IPC together beneficially own 16.6% of our common stock as of March 25, 2024.

As our Chief Executive Officer, Mr. Jornayvaz is extremely familiar with our operations and industry and brings his wealth of expertise and experience to the Board.

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William M. Zisch has over 40 years of business experience in and an in-depth knowledge of the mining industry. Mr. Zisch is a Professor of Practice in the Mining Department at the Colorado School of Mines, a role he has held since April 2023. In December 2023, he was selected to be the Department Head of the Mining Department at the Colorado School of Mines. Prior to joining the Colorado School of Mines, Mr. Zisch worked as an independent consultant from 2019 to 2023. Prior to being an independent consultant, Mr. Zisch served as the Chief Operating Officer at Argonaut Gold from November 2016 to November 2019. Prior to Argonaut, Mr. Zisch held the role of President and CEO of Midway Gold, Vice President of Operations at Royal Gold Inc., and held various executive roles over a 12-year span with Newmont Mining. Prior to his tenure at Newmont, Mr. Zisch spent 16 years with FMC Company, where he held several positions in coal and gold operations, chemical manufacturing, and strategic sourcing roles in FMC’s Chemical Group. He is a past Chairman of the Colorado Mining Association, past director of the Nevada Mining Association and is a Director on the Colorado School of Mines Foundation Board of Governors.

Mr. Zisch’s day-to-day involvement in the mining industry provides the Board with a unique perspective with respect to this industry and our operations.

OUR BOARD RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE.

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PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has selected KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for the year ending December 31, 2024, and our Board is asking stockholders to ratify this selection. Stockholder approval or ratification is not required to appoint KPMG; however, our Board believes that submitting the appointment of KPMG to stockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG. If the selection of KPMG is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that a change would be in the best interest of Intrepid and our stockholders.

In selecting KPMG, the Audit Committee considered several factors, including the following:

• The Audit Committee’s and management’s assessments of KPMG’s performance;

• KPMG’s independence and integrity; and

• KPMG’s fees and the quality of services provided to us.

KPMG has served as our independent registered public accounting firm since 2007. To our knowledge, neither KPMG nor any of its members has any direct or material indirect financial interest in Intrepid or any connection with Intrepid in any capacity other than as independent public accountants. A representative of KPMG is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.

We paid the following fees to KPMG for the audit of our consolidated financial statements and for other services provided in the years ended December 31, 2023 and 2022. All of these services and fees were pre-approved by the Audit Committee pursuant to the pre-approval policy and procedures set forth below.

	2023	2022
Audit Fees	$1,042,986	$870,000
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	—	4,500
Total Fees	$1,042,986	$874,500

Audit fees include fees associated with the annual audit of our consolidated financial statements and internal control over financial reporting; the review of our periodic reports; accounting consultations; services related to, or required by, statute or regulation, such as consents; and other audit services related to SEC and other regulatory filings. The Audit Committee has concluded that the provision of these non-audit services is compatible with maintaining the independence of KPMG.

Audit Committee Pre-Approval Policy and Procedures

Under its charter, the Audit Committee is responsible for approving the fees and any other significant compensation paid to our independent accountants and pre-approving any non-audit services to be performed by our independent accountants. The pre-approval requirement may be waived only if the non-audit services meet a de minimis exception allowed by law. In carrying out this responsibility, the Audit Committee follows the following general procedures for the preapproval of non-audit services:

• If applicable, each year the Audit Committee reviews and pre-approves a schedule of the proposed non-audit services and estimated fees to be provided by the independent accountants during the next annual audit cycle.

• Actual amounts paid to the independent accountants are monitored by management and reported to the Audit Committee.

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• Any non-audit services proposed to be provided by the independent accountants and the related fees that have not been pre-approved during the annual review by the Audit Committee must be pre-approved by the Audit Committee in advance of any work performed (unless the services meet the de minimis exception allowed by law).

• Incremental fees for previously approved non-audit services that are expected to exceed the previously approved fee estimate must also be pre-approved by the Audit Committee.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

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Audit Committee Report

The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to (a) the integrity of Intrepid’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (b) the qualifications, independence, and performance of Intrepid’s independent registered public accounting firm, (c) the performance of Intrepid’s internal audit function, and (d) other matters as set forth in the charter of the Audit Committee approved by the Board.

Management is responsible for Intrepid’s financial statements and the financial reporting process, including the systems of internal controls and disclosure controls and procedures. KPMG LLP (“KPMG”), as Intrepid’s independent registered public accounting firm, is responsible for performing an independent audit of Intrepid’s financial statements in accordance with generally accepted auditing standards and its internal control over financial reporting and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements of Intrepid for the year ended December 31, 2023. The Audit Committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures, the letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of Intrepid be included in Intrepid’s Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the SEC.

The Audit Committee

 

Mary E. McBride (Chair)

Chris A. Elliott

Lori A. Lancaster

Barth E. Whitham

William M. Zisch

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Proposal 3 – Advisory Vote to Approve Executive Compensation

We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This proposal is often called a “say-on-pay” vote. We encourage you to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement and the summary compensation and other tables that follow the CD&A. These sections provide information about our executive compensation program.

We are asking stockholders to approve the following non-binding resolution:

RESOLVED, that the compensation paid to Intrepid’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion, is hereby APPROVED.

The say-on-pay vote gives our stockholders the opportunity to express their views on the compensation of our executives. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executives and the principles, policies, and practices described in this proxy statement. As an advisory vote, the outcome of the vote is not binding on us, our Board, or the Compensation Committee. Our Board and Compensation Committee expect to consider the outcome of the vote when making future executive compensation decisions. At our 2023 Annual Meeting, our stockholders expressed support for the compensation of our executives, with 97% of the votes cast for advisory approval of our executive compensation.

At our 2023 Annual Meeting of Stockholders, our stockholders supported, on an advisory basis, holding the say-on-pay vote on an annual basis. After considering stockholder support for an annual say-on-pay vote, our Board determined to hold the say-on-pay vote annually. Accordingly, we hold a say-on-pay vote at each of our annual meetings.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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Corporate Governance

Director Independence

Our Board is comprised of a majority of independent directors. Our Board has determined that each of Mary E. McBride, Lori A. Lancaster, Chris A. Elliott, Barth E. Whitham, and William M. Zisch is an independent director under the rules of the Securities and Exchange Commission (“SEC”) and the NYSE and do not have any material relationship with us other than their position as directors and stockholders. In making these determinations, our Board considered past employment, remuneration, and all other relationships with Intrepid, as well as the specific independence tests set forth in the NYSE’s director independence rules. As our Chief Executive Officer, Mr. Jornayvaz is not considered an independent director under SEC and NYSE rules.

Board Leadership Structure

Our Board does not have a policy regarding separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interest to make that determination based on the Company’s circumstances. Currently, Mr. Jornayvaz serves as both our Executive Chairman of the Board and our Chief Executive Officer, and Mr. Whitham, a non-employee independent director, serves as our independent lead director. Our Board believes that Mr. Jornayvaz is best situated to serve as Chairman of the Board because he is the director most familiar with our business and industry and is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. We believe that independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight, and expertise from outside our Company and from different industries, while Mr. Jornayvaz brings company- and industry-specific experience and expertise. In addition, Mr. Jornayvaz is our largest stockholder, with beneficial ownership of 16.6% of our outstanding common stock as of March 25, 2024. Consequently, Mr. Jornayvaz’s interests are generally aligned with the interests of our other stockholders.

Our Board believes that the combined role of Chairman of the Board and Chief Executive Officer, coupled with an independent lead director, promotes strategy development and execution and facilitates information flow between management and our Board, each of which is essential to effective corporate governance. One of the key responsibilities of our Board is to develop strategic direction and to hold management accountable for the execution of strategy once it is developed. Our Board believes the combined role of Chairman of the Board and Chief Executive Officer, supported by an independent lead director having the duties described below, is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management. Furthermore, our Board believes that this structure, combined with our corporate governance policies and processes, creates an appropriate balance between strong and consistent leadership and independent oversight of our business. Our Board also believes that our current leadership structure and the composition of our Board protect stockholder interests and provide adequate independent oversight, while also providing outstanding leadership and direction for our Board and management.

Independent Lead Director

Our Board has selected Mr. Whitham to serve as independent lead director. Our independent lead director has the following responsibilities:

• Serves as the principal liaison between non-management directors and the Executive Chairman and between the Board and our stockholders;

• Presides over regularly scheduled executive sessions of non-management directors and meetings of independent directors;

• Presides at all Board meetings at which the Executive Chairman is not present;

• Together with the Executive Chairman, approves meeting agendas for the Board and reviews any materials, as so desired by the independent lead director, that will be distributed to the Board;

• May request that additional materials be distributed to the Board;

• Approves meeting schedules to ensure that there is sufficient time for discussion of all agenda items;

• At his discretion, calls meetings of the non-management or independent directors;

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• If requested by major stockholders, ensures that he is available for consultation and direct communication; and

• Performs any other duties as may from time to time be delegated to the independent lead director by the Board.

Risk Management

Our Board has an active role, as a whole and at committee levels, in overseeing management of our risks. Our Board oversees management of risks associated with operations, cybersecurity, environmental, health, and safety. Our Board of Directors, in coordination with the Audit Committee, oversees our risk management program, including the management of cyber threats. The Board of Directors and management are actively involved in reviewing our information security and cybersecurity strategies and updating these strategies as risks evolve. While each standing Board committee is responsible for overseeing the management of risks relating to its area of oversight, the entire Board is regularly informed about these risks through committee meeting attendance or committee reports.

We are exposed to a number of risks, and we regularly undertake a risk management review to identify and evaluate risks throughout our company and to develop plans to manage these risks effectively. We also have established a compliance program, including our Code of Business Conduct and Ethics and ancillary statements and policies, and have appointed a Chief Compliance Officer to manage the compliance program. In this capacity, our Chief Compliance Officer reports directly to the Audit Committee.

The Audit Committee oversees the management of accounting, financial reporting, cybersecurity, and financial risks and the management of our compliance program. The Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters. We have established a website and phone number for employees and others to use to report, on a confidential and anonymous basis if desired, any concerns regarding questionable accounting, internal accounting controls, or auditing matters. The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with director independence and potential conflicts of interest.

Communication with Directors

Stockholders and other interested parties who wish to communicate with our Board, including our independent or non-management directors as a group, our independent lead director, or any other individual director, may do so by submitting a written communication to our independent lead director at the following address:

Independent Lead Director

c/o Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, CO 80202

Communications can be made anonymously and confidentially using this method. A copy of communications received will be forwarded to our General Counsel and retained for a reasonable period of time. Our independent lead director may discuss these communications with our legal counsel, independent advisors, non-management directors, or management and may take other action or no action as he determines in good faith, using reasonable judgment and discretion.

Stock Ownership Guidelines

We believe that stock ownership by our directors and executives acts to align their interests with the interests of our other stockholders. Our Board has established stock ownership guidelines that encourage these individuals to own meaningful amounts of our common stock. Each covered individual is expected to own Intrepid common stock with a value at least equal to a specified multiple of his or her then-current annual salary or annual cash retainer, subject to a phase-in period. Ownership value is measured based on the greater of market or acquisition value. After the phase-in period, the individual may not enter into any transaction (including a sale of shares received through equity incentive awards) that would result in non-compliance, excluding the withholding of shares to cover taxes due upon the vesting of an award. In addition, during any period of

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noncompliance, the individual is expected to retain ownership of at least 50% of the total number of shares received from the exercise of stock options, excluding any shares withheld to cover taxes and any shares sold or netted to pay the exercise price, until the ownership level has been achieved. The Compensation Committee may waive these guidelines if compliance would place a severe hardship on an individual. All our directors and executives are in compliance with the stock ownership guidelines or are within the applicable phase-in period.

The table below summarizes our stock ownership guidelines:

Individual	Multiple of Annual Salary or Cash Retainer	Phase-In Period	Covered Individuals Are in Compliance with Guideline or within Applicable Phase-In Period
Chief Executive Officer	6	5 years after first becoming CEO	√
Other Section 16 officers	2	5 years after first becoming subject to the guidelines	√
Nonemployee directors	4	5 years after first becoming a director	√

Mr. Jornayvaz, our Executive Chairman of the Board and Chief Executive Officer, is our largest stockholder, with beneficial ownership of 16.6% of our outstanding common stock as of March 25, 2024.

Insider Trading Policy and Hedging and Pledging Transactions

Our directors and executives are subject to various trading restrictions under our Insider Trading Policy. These individuals may enter transactions involving our securities only during quarterly trading periods and must receive our permission before entering into these transactions. Derivative transactions may allow a person to own our securities without the full risks and rewards of ownership and, as a result, the person may no longer have the same objectives as other holders of our securities. Accordingly, pursuant to our Insider Trading Policy, our directors and executives must receive pre-approval for any transaction in derivative securities, and only receive approval when they do not involve this risk. Directors and executives are prohibited from engaging in short sales relating to our securities. The Company does not allow pledging its securities as collateral except under special circumstances approved by the Audit Committee and does not include margin debt. Any exceptions approved by the Audit Committee in which a director or executive officer wishes to pledge our securities as collateral for a loan shall include, among other conditions, a clear demonstration of the director’s or executive officer’s financial capacity to repay the loan without resort to the pledged securities. No officer or director currently has any Company securities pledged as collateral for a loan.

Corporate Responsibility and Sustainability

We operate daily with all our stakeholders in mind. We are committed to managing the risks and opportunities that arise from Environmental, Social and Governance (“ESG”) issues. Intrepid has an unwavering commitment to sustainability and being a responsible environmental steward. For our company, corporate sustainability includes building and maintaining these cornerstones:

• Environmental (Protecting Our Resources). We rely on the environments, resources, and ecosystems that comprise and surround our locations. Working closely with our communities, we make it a priority to protect the natural resources at and surrounding our operations. We have developed a comprehensive set of policies and procedures regarding emissions, energy, water use, and waste management that guide our operations and uphold our commitment to the environment.

• Social (Getting Involved Within The Community). We support and promote the health, safety, and well-being of our employees, and are committed to creating a diverse, equitable, and inclusive work environment that enables our employees to thrive. We are committed to being a responsible community member and contribute to the communities in which we operate.

• Governance (Honest Business Practices). We develop and implement robust, sound, and effective corporate governance practices.

By embodying these core values, we strive to be a reliable partner in all ESG matters and issues. In August 2023, we published our Inaugural Sustainability Report and we intend to publish a sustainability report annually. We encourage you to read our Inaugural Sustainability Report and learn more about our strategy,

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efforts, and goals relating to ESG issues and our commitment to our stakeholders, by reviewing information related to these efforts, which can be found on at www.intrepidpotash.com/esg/. The information on our website is not part of, or incorporated by reference in, this proxy statement.

Committees and Meetings

Our Board met five times in 2023. Each director attended (in person or virtually) at least 95% of the total number of meetings of the Board and of each committee on which they served during 2023. While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend meetings of stockholders. All directors attended our 2023 Annual Meeting of Stockholders. Our independent and non-management directors meet regularly in executive session without management present. Mr. Whitham, our independent lead director, presides over executive sessions.

Our Board has an Audit Committee, a Nominating and Corporate Governance Committee (“Governance Committee”), a Compensation Committee, a Strategy Committee, and an Environmental, Health, Safety, and Sustainability Committee (“EHSS Committee”). Each of these committees is comprised solely of independent directors. As necessary, each of these committees meets in executive session without management present. The charters for these committees are available on our website at www.intrepidpotash.com. The information contained on, or accessible through, our website is not part of, or incorporated by reference in, this proxy statement.

The following table sets forth the chairperson and members of each committee and the number of meetings held in 2023.

Name of Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Strategy Committee	Environmental, Health, Safety, and Sustainability Committee
Mary E. McBride	Chair	X	X	X	X
Lori A. Lancaster	X	X	Chair	X	X
Chris A. Elliott	X	X	X	Chair	X
Barth E. Whitham	X	Chair	X	X	X
William M. Zisch	X	X	X	X	Chair
Number of Meetings in 2023	8	4	4	3	4

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities to the Company and its stockholders relating to the accounting and financial reporting processes and the audit of our financial statements. The Audit Committee oversees management’s processes and activities related to maintaining the reliability and integrity of our accounting policies, financial reporting practices, and financial statements; the assessment of the independent registered public accounting firm’s qualifications and independence; and compliance with laws and regulations and the requirements of the NYSE. The Audit Committee is solely responsible for the engagement and discharge of our independent registered public accounting firm and reviews the quarterly and annual financial results. The Audit Committee reviews the audit plan and the results of the audit with the independent registered public accounting firm and reviews its independence, the range of audit fees, the scope and adequacy of our system of internal accounting controls, and our risk management policies. The Audit Committee also has oversight responsibility for our internal audit function, and together with the Board, any cybersecurity risks. Our Director of Internal Audit reports directly to the Audit Committee. Our Audit Committee members are prohibited from serving on more than two other audit committees of public companies.

Our Board has determined that each member of the Audit Committee is financially literate in accordance with the rules of the NYSE and is independent under the NYSE’s director independence standards and applicable SEC standards. In addition, the Board has determined that each of Ms. McBride, Ms. Lancaster, and Mr. Whitham qualifies as an “audit committee financial expert” as defined by SEC rules.

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities relating to compensation of our executives; administers our equity incentive plans; and has overall responsibility for evaluating and approving (or recommending for approval to the Board) all compensation plans, policies, and programs that

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affect our executives. You can find more information about the Compensation Committee’s role in setting executive compensation below under the heading “Compensation Discussion and Analysis.” The Compensation Committee may form and delegate responsibility to subcommittees as it deems necessary or appropriate, provided that any subcommittee must meet all applicable independence requirements. In addition, the Compensation Committee may not delegate to persons other than independent directors. Our Board has determined that each member of the Compensation Committee is independent under the NYSE’s director independence standards and applicable SEC rules.

Nominating and Corporate Governance Committee

The Governance Committee reviews the overall composition of our Board, identifies individuals qualified to become members of our Board, and recommends to our Board the director nominees for the next Annual Meeting of Stockholders. The Governance Committee also oversees the evaluation of our Board and management succession plans, reviews our policies and practices on corporate governance, including our Corporate Governance Guidelines, and recommends to our Board any changes it deems necessary. Additionally, the Governance Committee is responsible for the periodic review and recommendation to the Board of our director compensation structure. Our Board has determined that each member of the Governance Committee is independent under the NYSE’s director independence standards.

Strategy Committee

The Strategy Committee assists the Board in fulfilling its oversight responsibilities relating to our long-term strategy and strategic initiatives. Our Board has determined that each member of the Strategy Committee is independent under the NYSE’s director independence standards.

Environmental, Health, Safety, and Sustainability Committee

The EHSS Committee oversees, reviews, and makes recommendations regarding our strategy, performance, policies, and initiatives relating to EHSS matters. The EHSS Committee reviews our EHSS goals and targets and is responsible for the approval of our annual sustainability report. The EHSS Committee oversees our risks, risk management, and compliance obligations related to EHSS matters, including potential climate-related impacts to us and our operating environment. Our Board has determined that each member of the EHSS Committee is independent under the NYSE’s director independence standards.

Director Designation and Voting Agreement

Intrepid, IPC, and certain other entities are parties to a Director Designation and Voting Agreement (the “Designation Agreement”) that was entered into in 2008. Mr. Jornayvaz is the sole owner of IPC. IPC and Mr. Jornayvaz beneficially own 16.6% of our common stock as of March 25, 2024. Under the Designation Agreement, each party agreed to designate one candidate for nomination and election to our Board and to vote their shares in favor of the other’s candidate. We have agreed to use our best efforts to ensure that the designees are included in the slate of nominees to the Board and recommended for election. We have also agreed to not have the size of the Board exceed seven members without the prior consent of the parties to the Designation Agreement, subject to any limitations imposed by the rules of the NYSE. The only director currently serving on our Board under this agreement is Mr. Jornayvaz (nominated by IPC).

Each party to the Designation Agreement has also agreed, except in the case of a transfer to each other or their affiliates or a public tender offer, to not knowingly sell shares of its common stock to any person if the result of that sale would be that the purchaser of the shares would own, directly or indirectly, 5% or more of our outstanding common stock. The rights and obligations under the Designation Agreement are not transferable upon sale or other transfer of common stock, except to an affiliate. The Designation Agreement will terminate with respect to any stockholder party and its affiliates when their collective beneficial ownership falls below 5% of our outstanding common stock. As of March 25, 2024, only IPC and Mr. Jornayvaz own greater than 5% of our outstanding common stock.

Other than the Designation Agreement, there are no arrangements or understandings between any director and any other person pursuant to which that director was or is to be elected.

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Governance-Related Materials

You can find copies of our governance-related materials, including our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, and the charters of the Audit Committee, Governance Committee, Compensation Committee, and the EHSS Committee in the investor relations section of our website at www.intrepidpotash.com. Copies of these materials also are available in print to any stockholder who requests them by sending a written request to the following address:

Corporate Secretary

Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, CO 80202

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers, as of April 4, 2024:

Name	Age	Position(s)
Robert P. Jornayvaz III	65	Executive Chairman of the Board and Chief Executive Officer
Matthew D. Preston(1)	39	Chief Financial Officer
Christina C. Sheehan	41	General Counsel and Corporate Secretary

(1)
Mr. Preston announced his resignation from Intrepid to pursue another business opportunity, effective April 12, 2024.

Biographical information for Mr. Jornayvaz is provided above in this proxy statement as part of Proposal 1 —Election of Directors.

Matthew D. Preston has served as our Chief Financial Officer since December 2021. On March 25, 2024, Mr. Preston, informed the Company that he will be leaving his position to pursue another business opportunity, effective April 12, 2024. Mr. Preston served as our Vice President of Finance from November 2019 to December 2021 and our Director of Budget and Forecast from April 2016 to November 2019. Previously, Mr. Preston served in successively more senior finance roles since joining Intrepid in 2008, including Senior Manager of Budget and Forecast, Manager of Budget and Forecast, and Financial Analyst.

Christina C. Sheehan has served as our General Counsel and Corporate Secretary since May 2022. Ms. Sheehan served as our Deputy General Counsel from December 2021 to May 2022. Before joining Intrepid, Ms. Sheehan was a partner at the law firm Modrall, Sperling, Roehl, Harris & Sisk, P.A., where she practiced from September 2009 to November 2021.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2023 compensation of our named executive officers. For 2023, our named executive officers were:

Named Executive Officer	Title
Robert P. Jornayvaz III	Executive Chairman of the Board and Chief Executive Officer
Matthew D. Preston(1)	Chief Financial Officer
Christina C. Sheehan	General Counsel and Corporate Secretary
E. Brian Stone(2)	Former President and Chief Operational Officer

(1)
Mr. Preston announced his resignation from Intrepid to pursue another business opportunity, effective April 12, 2024.

(2)
Mr. Stone retired from Intrepid in February 2023.

When we refer to our “executives” or “named executive officers” throughout this proxy statement, we mean the four individuals named above. You can find biographical information for our current executive officers on our website and above.

Executive Summary

Objectives of Executive Compensation Program

Our compensation program for our named executive officers and other executive officers is designed to meet the following primary objectives:

• Management Development and Continuity. Provide compensation opportunities that attract, retain, motivate, and reward talented executives, with both an annual and significant long-term component.

• Pay-for-Performance. Emphasize pay for performance by linking a meaningful portion of compensation to performance of our corporate strategies and align compensation with the interests of our stockholders.

• Long-Term Focus on Stockholder Value. Encourage stock ownership to align executives’ interests with the interests of our other stockholders.

Our CEO compensation program is designed to recognize Mr. Jornayvaz’s role as the co-founder of Intrepid, strategic visionary, and significant stockholder. For 2023, Mr. Jornayvaz was provided over 98% of his total compensation in equity awards, structured as both time-vesting and performance-based restricted stock awards. Approximately 60% of his equity compensation value was provided as performance-based restricted stock with rigorous price appreciation requirements in which full payout requires price appreciation of at least 91% of the grant price, and with additional time-vesting, as described below up to a four-year period. This program design rewards meaningful stock-price appreciation and acknowledges that Mr. Jornayvaz was paid only $50,000 in salary and had no bonus program opportunity in 2023. Also, Mr. Jornayvaz’s total direct compensation was generally at the peer group median, but with nearly all of it as equity and performance equity instead of guaranteed through base salary. Finally, the target total direct compensation of the other named executive officers was below the median, with a significant portion of their equity provided as performance stock units.

2023 Executive Compensation Summary

CEO Compensation Summary

Mr. Jornayvaz is our co-founder and largest stockholder, with beneficial ownership of 16.6% of our outstanding common stock as of March 25, 2024. He has an in-depth knowledge and understanding of our business operations and we believe that his continued service is critical to our success.

The compensation program for our Chief Executive Officer (“CEO”) for 2023 was set near our peer group median, with only $50,000 in cash compensation, and purposely designed to be weighted to performance-based compensation that is aligned with future stock price growth. The Compensation Committee intended that CEO compensation, which was approved in March 2023, would be maintained as a highly performance-based program that provides an opportunity near the median of our peer group, and only delivers value if there is substantial

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total stockholder return within the next three to five years. Further, the Compensation Committee reduced Mr. Jornayvaz’s total compensation value, as reported in the 2023 Summary Compensation Table, by approximately 23% to recognize that the stock price at the time of his 2023 equity grant was lower than in 2022.

Key features of, and rationale relating to, Mr. Jornayvaz’s 2023 compensation include the following:

• Less than 2% of Mr. Jornayvaz’s total compensation for 2023 was guaranteed as salary. Mr. Jornayvaz’s $50,000 salary in 2023 continues to be the lowest cash compensation for a CEO in our peer group. In addition, 2023 was the sixth year in a row that Mr. Jornayvaz was not provided a salary increase.

• Mr. Jornayvaz continued to have the greatest percentage of his total direct compensation subject to performance risk in our peer group. Over 98% of Mr. Jornayvaz’s total compensation for 2023 was granted in the form of restricted stock awards, consisting of time-based restricted stock (approximately 40% of the total value of the equity awards), and performance-based restricted stock (approximately 60% of the total value of the equity awards). The Compensation Committee determined that time- and-performance-based restricted stock awards would further the objective of a pay-for-performance compensation program to tie CEO compensation to the achievement of future growth and align CEO compensation with the long-term interests of our stockholders.

• Mr. Jornayvaz’s 2023 total compensation value consisted primarily of equity awards. The performance-based restricted stock award, which is 60% of equity compensation, requires rigorous stock price growth within the next four years in order to be earned. Target earnout requires a 34% return over four years and the total shareholder return required to earn all performance-based restricted shares is 91% over four years. The Compensation Committee set aggressive goals with respect to stock price growth after a grant to directly benefit stockholders if those performance measures are achieved in the future. Further, the Compensation Committee included time-vesting on top of the performance awards to ensure employment retention after earnout (50% of performance-based restricted stock awards vest one year after they are earned, and 50% of performance-based restricted stock awards vest two years after they are earned).

• Mr. Jornayvaz’s 2023 performance-based restricted stock award is required to be reported in the 2023 Summary Compensation Table at its grant date fair value based on a Monte-Carlo simulation valuation model. This reported grant date fair value is theoretical and may never be realized if the rigorous stock price growth is not achieved, unlike cash compensation, which is minimal for Mr. Jornayvaz.

• Mr. Jornayvaz does not currently participate in the annual cash bonus plan and no cash bonuses have been paid to Mr. Jornayvaz under our annual cash bonus program since before 2014.

Compensation Summary for Other Executives

• Continuation of Annual Cash Bonus Program– The Compensation Committee continued the annual cash bonus program for 2023 as described in “Calculation of Potential 2023 Bonuses” below. All executives other than Mr. Jornayvaz were eligible to participate in the cash bonus program. The program was designed to pay bonuses based on performance in 2023 compared to pre-established financial, operating, and individual performance goals.

• Equity Awards to Motivate and Retain Executives – In March 2023, we granted restricted stock awards to executives other than Mr. Jornayvaz. These awards consisted of 50% time-based restricted stock award value to promote retention and long service to the Company and 50% performance-based restricted stock award value to reward increasing the stock price after grant as well as continuation of service after grant.

• Modest Increases in Base Salaries– The Compensation Committee approved modest cost-of-living adjustments for executives other than Mr. Jornayvaz.

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Pay-for-Performance

We emphasize pay for performance for our executive officers in several ways:

At-Risk Compensation	Our executives are responsible for our overall performance. We believe that, over the long term, a meaningful part of executive compensation should be variable, or “at-risk,” based on our performance. The portion of total compensation that is at risk for an executive generally increases with his or her role. As a result, executives with greater responsibility for achieving our performance goals bear a greater proportion of the risk if those goals are not achieved and receive a greater proportion of the reward if those goals are achieved. At-risk compensation consists of annual cash bonuses and equity awards.
Performance- Based Bonuses	We have developed a program designed to pay annual cash bonuses based on the achievement of pre-established annual financial and individual goals that we believe impact the longer-term value of Intrepid. For 2023, bonus opportunities ranged from 0% to 200% of target based on performance.
Long-Term Equity Awards	By their nature, the value of equity awards is directly linked to the longer-term performance of our stock. For 2023, nearly all of Mr. Jornayvaz’s compensation, and a meaningful portion of the total compensation for our other executives, was granted in the form of equity awards. Long-term equity awards were weighted toward performance-based awards as 60% of Mr. Jornayvaz’s 2023 equity awards, with the remaining portion granted in time-vesting stock awards. In 2023, equity awards for our other executive officers were granted in equal value amounts in the form of time-vesting stock awards and performance-based awards, which promote the long-term retention of our executives and key management personnel, and stock price increase after grant.
Individual Performance	In setting overall compensation for executives, the Compensation Committee periodically considers market data and overlays an evaluation of the individual executive’s contributions to our business. In evaluating individual performance, the Compensation Committee may consider, among other items, how an executive’s efforts and accomplishments contribute to the advancement of our long-term goals.

Impact of 2023 Say-on-Pay Advisory Vote

At our 2023 Annual Meeting of Stockholders, stockholders expressed support for the compensation of our executives, with 97% of the votes cast for advisory approval of our executive compensation. Our Compensation Committee believes this affirms our stockholders’ support of our performance-based approach to executive compensation, including the establishment of challenging performance measures. The Compensation Committee will continue to consider and discuss the results of future advisory votes on executive compensation and make appropriate changes to executive compensation based on stockholder feedback.

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Elements of Executive Compensation

Our compensation program is made up of the following direct compensation elements:

Element	Fixed or Variable	Purpose
Base Salary	Fixed	To attract and retain executives by offering fixed compensation that is competitive with market opportunities and that recognizes each executive’s position, role, performance, responsibility, and experience.
Annual Cash Incentive	Variable	To incentivize the achievement of near-term financial, operational, and individual goals. Target bonus amounts are reviewed annually based on Company performance and individual performance.
Equity Awards	Variable	To align executives’ interests with the long-term interests of stockholders through equity-based compensation with performance-based and time-based vesting periods, and to promote the long-term retention of our executives and key management personnel.

We also generally provide employee benefits and perks, as well as certain change-in-control benefits, that are designed to attract, retain and preserve productivity of our executive officers. See “Employee Benefits,” “Perquisites” and “Change-in-Control Benefits” below for additional information.

Role of the Compensation Committee, Compensation Consultants, and Management

The Compensation Committee continued to retain Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent compensation consultant for 2023. F.W. Cook periodically collects and analyzes market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook may also advise the Compensation Committee on other executive and director compensation matters and general compensation trends.

Outside of its role as independent compensation consultant, F.W. Cook does not provide any other services to us or our management and does not have any other direct or indirect business relationships with us or our management. The Compensation Committee has assessed the independence of F.W. Cook and concluded that its engagement does not raise any conflicts of interest.

While market data provided by an independent compensation consultant can be a useful guide in setting executive compensation, the Compensation Committee believes that a successful compensation program also requires that the Compensation Committee apply its own judgment and subjective determination to reconcile the program’s objectives with the realities of rewarding and retaining our executives and to measure the individual performance of our executives. In this regard, the Compensation Committee asks Mr. Jornayvaz to make recommendations about the compensation to be paid to other executives. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Jornayvaz with respect to these matters because his knowledge of our operations, our industry, and the day-to-day responsibilities of our executives gives him a unique perspective on the performance of our executives considering our business performance. The Board or the Compensation Committee make all compensation decisions regarding Mr. Jornayvaz without the participation of Mr. Jornayvaz. While the Compensation Committee is solely responsible for the appointment of the independent compensation consultant and for approving executive compensation, management supports the work of the Compensation Committee and the independent compensation consultant. In addition, at the request of the Compensation Committee, members of management meet periodically with the Compensation Committee regarding the design of our compensation programs and other compensation matters. The members of the Compensation Committee meet regularly in executive sessions outside the presence of management.

Peer Group

The Compensation Committee uses peer company market data to guide its review of the total compensation of our executives. Our 2023 peer group was made up of publicly traded, natural resources companies based in the U.S. that generally had revenues and market capitalizations ranging from about 0.2 times to 5.0 times our revenue and market capitalization at the time the peer group was constructed. The Compensation Committee approved the peer group used to inform the 2023 compensation decisions in October 2022. In 2022, Compass

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Minerals International, Berry Corporation, Centrus Energy Corporation, Aris Water Solutions, SilverBow Resources Company, and Itafos Company were added to the peer group. These entities replaced Balchem, SM Energy Company, Chord Energy, Civitas Resources, Centennial Resources, and Contango Oil & Gas, which were used to inform 2022 compensation decisions. The 2023 peer group was adjusted to ensure it continues to provide relevant pay comparisons based on size and industry, taking into account peer groups of stockholder advisory firms. The 2023 peer group consists of the following companies:

2023 Peer Group
American Vanguard Corporation	Coeur Mining, Inc.	NAACO Industries, Inc.
Aris Water Solutions	Compass Minerals International	Ring Energy, Inc.
Battalion Oil	Earthstone Energy Corporation	Select Water Solutions
Berry Corporation	Hawkins, Inc.	SilverBow Resources Company
Centrus Energy Corporation	Hecla Mining Company	Trecora Resources
Chase Corporation	Itafos Company

2023 Compensation Decisions

Base Salary

During 2023, the Compensation Committee approved the following changes to executive salaries:

Name	Base Salary at the End of 2022	Base Salary at the End of 2023	% Increase
Robert P. Jornayvaz III	$50,000	$50,000	—%
Matthew D. Preston	306,800	325,000	5.9%
Christina C. Sheehan	300,000	315,000	5.0%
E. Brian Stone(1)	400,000	—	—

(1)
Mr. Stone retired from Intrepid in February 2023.

Mr. Preston’s and Ms. Sheehan’s base salary increase reflected a cost-of-living adjustment, like others provided throughout the Company. Their salaries remained below the median of the compensation peer group.

Cash Bonuses

2023 Cash Bonus Program

An important component of our total compensation program is the annual cash incentive based on the attainment of pre-established annual performance goals. At the beginning of each year, the Compensation Committee selects the executive officers and other key employees who are eligible to participate, establishes their target bonus amounts, and sets the performance goals for the year. Shortly after the end of each year, the Compensation Committee certifies the bonus payments to be made for the year, if any, based on actual performance as compared to the pre-established goals. Bonuses can be paid in cash or stock. The Compensation Committee may reduce or eliminate any potential earned award, or terminate the plan, in accordance with the plan.

In setting the 2023 target bonus amounts for each of our executives, the Compensation Committee considered the following factors: (i) organizational level and expected impact on our annual operating results; (ii) the scope, level of expertise and experience required for the named executive officer’s position; and (iii) competitive levels of target annual incentive opportunity.

Calculation of Potential 2023 Bonuses

Each of our executives was eligible to participate in our 2023 cash bonus program (the “2023 Bonus Plan”), except for Mr. Jornayvaz. As described under the heading “Equity Awards,” almost all of Mr. Jornayvaz’s compensation for 2023 was granted in the form of equity awards and Mr. Jornayvaz did not participate in our 2023 Bonus Plan.

In 2023, the cash bonus program for executives was based on two pre-established performance areas: Company performance (75% weighting factor) and individual performance (25% weighting factor). The

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Company performance objectives were assessed based on four components: (i) Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) (25% weighting); (ii) production cost per ton (20% weighting for potash, 5% weighting for Trio®); (iii) capital investments (25% weighting for opportunity projects and 5% weighting for sustaining projects); and (iv) execution of health, safety and environmental targets (20% total weighting based on the following three components: 10% weighting based on total recordable incident rates (“TRIR”), 5% weighting for expenses related to regulatory matters, and 5% weighting for expenses related to environmental matters). Individual performance was based on how each executive’s efforts and accomplishments contributed to the advancement of our long-term goals and achievement of pre-established performance goals.

Executive participants under the 2023 Bonus Plan were eligible to receive between 0% and 200%, as applicable for each performance goal, of each participant’s respective target bonus based on actual performance. Additionally, the Compensation Committee had discretion to adjust total payouts above or below the amounts calculated under the program and exercised such discretion to reward two of the four Named Executive Offices in this proxy for other exceptional performance outside of the 2023 Bonus Plan formula.

The total amount payable under the 2023 Bonus Plan is calculated by multiplying each executive’s target bonus by performance percentages based on the previously listed pre-established performance areas. The payout for each of the performance areas is separate and not dependent on performance in other areas. In addition, the Compensation Committee can adjust bonus payout for extraordinary or unusual performance in any of the pre-established performance areas.

Target Bonus

The Compensation Committee established the following 2023 target annual incentive amounts for each of our named executive officers under our 2023 Bonus Plan:

Name	Base Salary at the End of 2023	Target Bonus as a % of Salary	Target Bonus
Robert P. Jornayvaz III	$50,000	—	—
Matthew D. Preston	325,000	70%	$227,500
Christina C. Sheehan	315,000	35%	110,250
E. Brian Stone(1)	—	—	—

(1)
Mr. Stone retired in February 2023.

2023 Performance Goals

Adjusted EBITDA (25% Weighting for Company Performance) & Cost of Goods Produced (“COGP”) (25% Weighting for Company Performance)

The Compensation Committee believes that executive compensation should be aligned with Company strategy and objectives, with a bonus payout adjusted depending on performance in comparison to a budgeted amount of Adjusted EBITDA and COGP because they are the two measures most in control of the executive team that drive profit. Participants under the 2023 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance as discussed below.

Payout ranges from 0% and 200% of each executive’s respective target bonus based on actual performance, as outlined below, and achieving 100% of the goal was set to only pay 85% of the target bonus for EBITDA in order to communicate a desire for EBITDA over-achievement. Results are determined through linear interpolation.

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Adjusted EBITDA Payout Matrix:

Percent of Goal Achieved	Payout of Goal Element
< 80%	0%
80%	50%
90%	75%
100%	85%
105%	90%
110%	100%
120%	150%
>130%	200%

COGP Payout Matrix:

Percent of Target Achieved	Payout of Goal Element
≤75%	200%
80%	175%
85%	150%
90%	125%
100%	100%
105%	90%
110%	70%
115%	50%
>115%	0%

Capital Investments (30% Weighting for Company Performance)

The Compensation Committee believes that executive compensation should be aligned with Company strategy and objectives, with a bonus payout adjusted depending on performance on key capital projects in comparison to a set of budgeted goals. The purpose is to reward managing growth and capital improvements efficiently. Each opportunity project had a spend, completion timing, and business objective goal as part of the bonus program. Each sustaining project had a spend and completion timing goal as part of the bonus program. In evaluating both opportunity and sustaining investments, the program considered the ability to execute and deliver on projects; project spend must be within +5% or -15% of approved amounts, and projects must have been completed within 45 days of the targeted substantial completion date. Opportunity projects were expected to deliver the anticipated business result. The bonus funding schedule reflects the fact that not every goal is likely to be met in the field operating environment.

Capital Investment Matrix:

	Minimum (Payout of 50% of Target)	Target (Payout at 100% of Target)	Maximum (Payout at 200% of Target)
Key Opportunity Projects	Achieve 70% of project goals	Achieve 85% of project goals	Achieve 100% of project goals
Sustaining Projects	80% of projects completed on time and within budget	90% of projects completed on time and within budget	100% of projects completed on time and within budget

Environmental, Health, and Safety (“EH&S”) (20% Weighting for Company Performance)

The Compensation Committee believes that executive compensation should be aligned with Company objectives to protect the environment and promote and ensure the safety of its employees. The regulatory and environmental expense targets reflect environmental and regulatory expenses incurred for noncompliance related

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fines, additional remediation obligations, and related payments and other expenses that are not forecasted as part of our ongoing compliance obligations (e.g., brine spills). These targets are designed to incentivize strict adherence to environmental and regulatory standards. The following demonstrates the calculation of the EH&S factors in the Company performance scorecard.

Safety Matrix:

TRIR Outcome Compared to 2022 Result	TRIR	Payout of Goal Element
20% Improved Total Recordable Incident Rate	1.15	200%
5% Improved Total Recordable Incident Rate	1.37	100%
Maintain Total Recordable Incident Rate	1.44	85%
20% Worse Total Recordable Incident Rate or Accident-Related Fatality at any Location	1.73	0%

Regulatory and Environmental Matrix:

Regulatory / Environmental Expenses	Target Expense	Payout of Goal Element
≤75% of Target	$150,000	200%
Target	$200,000	100%
≥125% of Target	$250,000	0%

2023 Threshold, Target, and Actual Results

Performance Metric	Target	2023 Actual	Actual as % of Target	2023 Incentive Payout	Weighted Payout
Company Performance (75% of Total)
Adjusted EBITDA (25% of Company Performance)(1)	$43.6 million	$41.6 million	95.4%	80.4%	15.1%
COGP (25% of Company Performance)
• Potash (20%)	$240/ton	$277/ton	115.4%	0.0%	0.0%
• Trio® (5%)	$264/ton	$318/ton	120.5%	0.0%	0.0%
Capital Investments (30% of Company Performance)
• Key Opportunity Projects (25%)	Achieve 85% of project goals	Fewer than 70% of project goals achieved	N/A	0.0%	0.0%
• Sustaining Projects (5%)	90% of projects completed on time and within budget	Fewer than 80% of projects completed on time and within budget	N/A	0.0%	0.0%
EH&S (20% of Company Performance)
• TRIR (10%)	1.37 (5% improvement)	1.07	26% Improvement	200.0%	15.0%
• Regulatory Remediation (5%)	$200,000	Exceeded $250,000		0.0%	0.0%
• Environmental Remediation (5%)	$200,000	None		200.0%	7.5%
Individual Performance (25% of Total)(2)	N/A	N/A		100.0%	25.0%
Total Weighted Payout					62.6%

(1)
Adjusted EBITDA was budgeted at $43.6 million, but the 100% payout target was based on achieving 110% of the budgeted amount or $47.96 million. 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 and other items that Intrepid believes are not indicative of its core operation. Intrepid uses Adjusted EBITDA to assess operating performance.

(2)
Individual performance was measured on how each executive’s efforts and accomplishments contributed to the advancement of our long-term goals based on the recommendation of the CEO and approval of the Compensation Committee.

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Actual 2023 Bonus Payout

Based on Company performance, as outlined above, application of each executive officer’s individual performance under the bonus plan, and the discretionary adjustment by the Compensation Committee to reflect exceptional individual contributions that are not measured in the bonus plan, the Company paid the following amounts under the 2023 Bonus Plan:

Name	Target Bonus	Funded Bonus at 62.6% Target	Additional Bonus for Exceptional Performance	Bonus Payout
Matthew D. Preston	$227,500	$142,614	$30,000	$172,614
Christina C. Sheehan	110,250	69,114	73,500	142,614
E. Brian Stone(1)	320,000	—	—	—

(1)
Mr. Stone retired in February 2023 and did not receive a bonus under the 2023 Bonus Plan.

The bonus payments above include additional cash bonus for exceptional performance that were approved by the Compensation Committee to reward success outside the formulaic bonus plan. The additional bonuses for exceptional performance awarded to Mr. Preston and to Ms. Sheehan were proposed to the Compensation Committee by the CEO in recognition of Mr. Preston’s and Ms. Sheehan’s success navigating several complex and unusual issues related to new SEC reporting, permitting at production sites and related regulatory issues, moving forward certain litigation, and completing a transaction near the end of 2023 that leveraged assets to benefit shareholders.

Equity Awards

In 2023, we granted equity awards to our executives under our Amended and Restated Equity Incentive Plan, in the form of time-based restricted stock awards and performance-vesting restricted stock awards. The structure of the equity grants is intended to align the interests of our executives with those of our stockholders and to provide a compensation element intended to retain our executives over the long term. For 2023, the value of the long-term equity awards granted to each executive was based on the Compensation Committee’s assessment of each executive’s expected future contributions to the 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.

Equity awards granted to our named executive officers in 2023 were as follows, the terms of which are described in more detail below:

Name	Time-Based Restricted Stock Awards (RSA): Number of Shares of Restricted Stock	Performance- Based Restricted Stock Awards: Number of Shares of Restricted Stock at Maximum Number	Restricted Stock Award Grant Value	Monte-Carlo Fair Value of Performance- Based Restricted Stock Awards	Total Equity Award Value
Robert P. Jornayvaz III	46,065	71,922	$1,199,993	$1,799,968	$2,999,961
Matthew D. Preston	7,677	8,080	199,986	199,980	399,966
Christina C. Sheehan	3,838	4,040	99,980	99,990	199,970
E. Brian Stone(1)	—	—	—	—	—

(1)
Mr. Stone retired prior to equity awards being granted in 2023.

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 of our other stockholders. For 2023, the Compensation Committee granted equity awards to Mr. Jornayvaz, with (i) approximately 40% of the award vesting in three equal installments beginning on March 17, 2024, subject to continued employment, and (ii) the remaining 60% of the award representing performance-based restricted stock (the “CEO PSAs”), which vests based on the achievement of

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certain levels of stock price and total shareholder return (“TSR”) metrics over a four-year time period. The CEO PSAs were granted contingent on TSR to ensure that a majority of his compensation was aligned with increasing shareholder value. Mr. Jornayvaz has the ability to earn between 50% and 150% of the target amount of shares based on the quarterly TSR performance using the highest 20-day volume-weighted average closing price (“VWAP”) price during the quarter in the schedule set forth below (with 0% earned if the TSR is below the schedule):

	Price Goal/Performance Schedule			Payout as % of Target	Shares Earned
	% Increase	Price(1)	TSR/CAGR Reference
Maximum	+91%	$49.65	+17.5%	150.0%	71,922
	+75%	$45.56	+15.0%	137.5%	65,928
	+60%	$41.73	+12.5%	125.0%	59,935
	+46%	$38.14	+10.0%	112.5%	53,941
Target	+34%	$34.79	+7.5%	100.0%	47,948
	+22%	$31.66	+5.0%	75.0%	35,961
Threshold	+10%	$28.75	+2.5%	50.0%	23,974
	<+10%		+0.0%	0.0%	0

(1)
Price to be based on the volume-weighted average closing price (“VWAP”) of our common stock for 20 consecutive trading days, measured as the end of each applicable fiscal quarter, as reported on the New York Stock Exchange. Price goals reflect the compound annual growth rate for our common stock above a starting price of $26.05 and are 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 with the payout based on the highest 20-day period achieved at any time during the previous quarter. Linear interpolation to be used to calculate award for performance between points shown.

Any shares that are earned upon each quarterly measurement period shall further time-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 the four-year anniversary of the vest grant date, 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, 2023, 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 $26.05 per share and the PSA’s vest based on the achievement of stock price thresholds: 33.33% of the PSAs vest on March 17, 2024 if the average closing stock price for 20 consecutive trading days is at least 10% greater than the grant date stock price (price hurdle is $28.65), 33.33% on March 17, 2025 if the average closing stock price for 20 consecutive trading days is at least 15% greater than the grant date stock price (price hurdle is $29.96), and 33.33% on March 17, 2026 if the average closing stock price for 20 consecutive trading days is at least 25% greater than the grant date stock price (price hurdle is $32.56). The PSAs were granted with vesting based on stock price growth to align executive compensation with increases in shareholder value.

Please see “Option Exercises and Stock Vested in 2023” for information about options exercised and restricted stock that vested in 2023 for each of our executives.

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

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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. For 2023, executives were also eligible for a reimbursement for regular physical examinations, including a tax reimbursement under certain circumstances. We believe that these benefits are appropriate and help us retain and reward our executive talent and 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. The cash severance amount equals two times the executive’s salary plus bonus at the time of termination for Mr. Jornayvaz or one times the 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. Unvested equity awards will vest upon a qualifying employment termination within 24 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 2023. 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 and other key employees. Mr. Jornayvaz has a noncompetition provision 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 hedging and pledging policy can be found in “Corporate Governance—Insider Trading Policy and Hedging and Pledging Transactions.”

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.”

Compensation Clawback Policy

On September 14, 2023, the Board of Directors adopted a new compensation clawback policy (the “Clawback Policy”). The Clawback Policy requires Intrepid to clawback erroneously awarded incentive compensation received by current and former executive officers during the three fiscal years that precede the date

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the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. The Clawback Policy also allows the Company to clawback compensation from any employee who is determined to have engaged in a misconduct event. A copy of the Clawback Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Accounting Impact and Tax Deductibility of Compensation

Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“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.

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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, 2023.

The Compensation Committee

Barth E. Whitham (Chair)

Chris A. Elliott

Lori A. Lancaster

Mary E. McBride

William M. Zisch

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Executive Compensation

2023 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, 2023.

Name and Position	Year	Salary(1)	Bonus(2)	Stock Awards(3)	Non-Equity Incentive Plan Compensation(4)	All Other Compensation(5)	Total
Robert P. Jornayvaz III Executive Chairman of the Board and Chief Executive Officer	2023	$50,000	$—	$2,999,961	$—	$6,303	$3,056,264
	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
Matthew D. Preston(6) Chief Financial Officer	2023	324,820	30,000	399,966	142,614	26,128	923,528
	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
Christina C. Sheehan General Counsel and Corporate Secretary	2023	315,577	73,501	199,970	69,113	16,689	674,850
E. Brian Stone Former President and Chief Operating Officer(7)	2023	72,135	—	—	—	405,425	477,560
	2022	373,803	750	749,936	—	27,047	1,151,536
	2021	344,406	31,000	75.352	108,691	28,862	588,311

(1)
Includes regular base salary, pay for vacation, choice holiday, sick, retroactive pay, bereavement, and volunteer time off.

(2)
Represents Company-wide bonuses and other transactional and retention bonuses for certain executives.

(3)
Represents the aggregate grant date fair value of awards of restricted stock and stock options, calculated in accordance with 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 2023” and in Note 12 to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. For 2023, the aggregate grant date fair value of stock awards includes both the time-vesting restricted stock, and performance-vesting stock awards.

(4)
The amounts in this column represent annual cash bonuses earned under our 2023 Cash Bonus Program. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information.

(5)
The following table describes each component of the 2023 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	Tax Reimbursements	Severance Payments	Total
Robert P. Jornayvaz III	$3,340	$463	$—	$2,500	$—	$—	$6,303
Matthew D. Preston	4,840	2,292	2,150	16,241	605	—	26,128
Christina C. Sheehan	636	2,292	1,611	12,150	—	—	16,689
E. Brian Stone(6)	540	382	896	3,607	—	400,000	405,425

(a)
These amounts represent payments for office parking or mass transit, gym membership fees, executive physicals, and the value of health or service awards.

(6)
Mr. Preston announced his resignation from Intrepid to pursue another business opportunity, effective April 12, 2024.

(7)
Mr. Stone retired from Intrepid in February 2023.

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Grants of Plan-Based Awards in 2023

The following table provides information about plan-based awards granted to our executives in 2023:

	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	Maximum	Threshold	Target	Maximum
Robert P. Jornayvaz III
RSA – Performance	3/17/2023	$—	$—	$—	47,948	71,922	—	$1,799,968
RSA –Time	3/17/2023	—	—	—	—	—	46,065	1,199,993
Bonus Program	—	—	—	—	—	—	—	—
Matthew D. Preston
RSA – Performance	3/17/2023	—	—	—	8,080	—	—	199,980
RSA –Time	3/17/2023	—	—	—	—	—	7,677	199,986
Bonus Program	—	227,500	455,000	—	—	—	—	​—
Christina C. Sheehan
RSA – Performance	3/17/2023	—	—	—	4,040	—	—	99,990
RSA –Time	3/17/2023	—	—	—	—	—	3,838	99,980
Bonus Program	—	110,250	220,500	—	—	—	—	—
E. Brian Stone(6)
RSA – Performance	3/17/2023	—	—	—	—	—	—	—
RSA –Time	3/17/2023	—	—	—	—	—	—	—
Bonus Program	—	—	—	—	—	—	—	—

(1)
Represents possible payouts that could have occurred under our 2023 Bonus Plan for executives, other than Mr. Jornayvaz. See “Compensation Discussion and Analysis – Cash Bonuses” above for additional information.

(2)
Represents estimated possible payouts that could have occurred under performance-vesting restricted stock awards. See “Compensation Discussion and Analysis – Equity Awards” for additional information. Mr. Jornayvaz’s award could earn up to 71,922 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 distribution.

(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 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, 2023. 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: 4-year risk-free interest rate of 3.53%; estimated volatility of 81.2%; dividend yield of 0%; and expected life of 4.0 years.

(6)
Mr. Stone retired from Intrepid in February 2023 and therefore did not participate in the 2023 Bonus Plan nor did he receive equity awards in 2023.

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Outstanding Equity Awards at the End of 2023

The following table provides information regarding outstanding stock options and restricted stock held by our executives as of December 31, 2023.

		Option Awards				Stock Awards
Name	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)	155,518	—	$39.00	3/12/2028	—	—	—	—
	6/4/2017(2)	51,369	—	​22.90	6/4/2027	—	—	—	—
	11/8/2016(2)	60,000	—	​10.30	11/8/2026	—	—	—	—
	12/23/2021(3)	—	—	—	—	14,613	$349,105	—	—
	12/23/2021(4)	—	—	—	—	—	—	24,153	$577,015
	3/17/2022(3)	—	—	—	—	15,678	374,547	—	—
	3/17/2022(5)	—	—	—	—	—	—	14,513	346,716
	3/17/2023(3)	—	—	—	—	46,065	1,100,493	—	—
	3/17/2023(7)	—	—	—	—	—	—	47,948	1,145,478
Matthew D. Preston	3/11/2021(3)	—	—	—	—	208	4,969	—	—
	3/11/2021(6)	—	—	—	—	—	—	314	7,501
	3/17/2022(3)	—	—	—	—	2,010	48,019	—	—
	3/17/2022(6)	—	—	—	—	—	—	2,138	51,077
	3/17/2023(3)	—	—	—	—	7,677	183,404	—	—
	3/17/2023(6)	—	—	—	—	—	—	8,080	193,031
Christina C. Sheehan	3/17/2022(3)	—	—	—	—	431	10,297	—	—
	3/17/2023(3)	—	—	—	—	3,838	91,690	—	—
	3/17/2023(6)	—	—	—	—	—	—	4,040	96,516
E. Brian Stone (8)	—	—	—	—	—	—	—	—	—

(1)
Market value is based on the closing market price of our common stock on December 29, 2023 ($23.89 per share).

(2)
Award was fully vested as of December 31, 2023.

(3)
Award vests in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment.

(4)
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.

(5)
Award vests as follows: (i) 50% on the one-year anniversary of the fiscal quarter end in which 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 the target number of shares was met during 2022. The number of shares shown in the table equals the number of shares earned at 116% of the target number of shares. The award has until March 17, 2026 to meet price achievement targets above 116%, up to the maximum 150% of the target number of shares. See “Compensation Discussion and Analysis – Equity Awards – Mr. Jornayvaz’s Equity Awards” for additional information.

(6)
Award vests in three equal 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 date.

(7)
Award vests as follows: (i) 50% on the one-year anniversary of the fiscal quarter end in which 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 $26.05. The award may earn between 50% and 150% of the target number of shares 47,948 based on the price achievement target that is met. No price achievement targets have been met as of December 31, 2023. The number of shares shown in the table equals the number of shares earned at 100% of the target number of shares. The award has until March 17, 2027, to meet price achievement targets. See “Compensation Discussion and Analysis – Equity Awards – Mr. Jornayvaz’s Equity Awards” for additional information.

(8)
Mr. Stone forfeited his equity awards in connection with his retirement in February 2023.

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Options Exercised and Stock Vested in 2023

The following table provides information about options exercise and restricted stock that vested in 2023 for each of our executives.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise	Number of Shares Acquired on Vesting	Value Realized on Vesting(1)
Robert P. Jornayvaz III	—	—	127,699	$3,348,235
Matthew D. Preston	—	—	3,927	100,222
Christina C. Sheehan	—	—	215	5,601
E. Brian Stone	—	—	—	—

(1)
Value was calculated by multiplying the number of shares that vested in 2023 by the closing market price of our common stock on the vesting date.

Employment Agreement with Robert P. Jornayvaz III

We entered into an employment agreement with Mr. Jornayvaz in 2010. In March 2019, we amended the agreement to extend its term until April 18, 2022, at which time the employment agreement expired. In 2023, Mr. Jornayvaz worked without a formal employment agreement. We are currently working to finalize a new employment agreement with Mr. Jornayvaz. While we work to finalize Mr. Jornayvaz’s employment agreement, his compensation has remained, and is expected to remain, the same. You can find information about Mr. Jornayvaz’s actual 2023 salary, equity awards, and other compensation as approved by the Compensation Committee above under the heading “Compensation Discussion and Analysis.”

Mr. Jornayvaz is not 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.”

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 Intrepid. We did not make any changes in 2023 to executives’ potential termination and change-in-control benefits. For Mr. Jornayvaz, these benefits are provided under 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 twenty-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 24 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 or her 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.

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○ 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 termination.

• Continuation of standard health and welfare benefits for up to two years for Mr. Jornayvaz or one year for our other current executives.

• Individual outplacement services up to a maximum of $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 Mr. Jornayvaz or his 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 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.

“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, 2023.

Mr. Stone retired from his position 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 would 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 April 2023.

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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
Cash Severance	—	—	$100,000
Accelerated Vesting of Restricted Stock(1)	—	$1,824,145	1,824,145
Accelerated Vesting of Performance Stock(1)	—	923,731	923,731
Other Benefits – Health & Welfare(2)	—	—	34,716
Other Benefits – Outplacement Services	—	—	5,000
Total Post-Employment or Change-in-Control Compensation	—	2,747,876	2,887,592

Matthew D. Preston

Type of Compensation	Termination unrelated to a Change in Control	Change in Control without Termination	Change in Control and Qualifying Termination
Cash Severance	—	—	$468,204
Prorated Bonus for Year of Termination	—	—	227,500
Accelerated Vesting of Restricted Stock(1)	—	—	236,392
Accelerated Vesting of Performance Stock(1)	—	—	58,578
Other Benefits – Health & Welfare(2)	—	—	27,147
Other Benefits – Outplacement Services	—	—	5,000
Total Post-Employment or Change-in-Control Compensation	—	—	1,022,820

Christina C. Sheehan

Type of Compensation	Termination unrelated to a Change in Control	Change in Control without Termination	Change in Control and Qualifying Termination
Cash Severance	—	—	$419,948
Prorated Bonus for Year of Termination	—	—	110,250
Accelerated Vesting of Restricted Stock(1)	—	—	101,986
Accelerated Vesting of Performance Stock(1)	—	—	—
Other Benefits – Health & Welfare(2)	—	—	9,617
Other Benefits – Outplacement Services	—	—	5,000
Total Post-Employment or Change-in-Control Compensation	—	—	646,801

(1)
Amount was calculated by multiplying the number of shares of restricted stock held on December 31, 2023, by the closing market price of our common stock on December 29, 2023 ($23.89 per share). Mr. Jornayvaz is entitled to full vesting on all restricted stock upon a qualifying change in control. Mr. Jornayvaz is entitled to a full vesting on all performance stock upon a qualifying change in control only if that stock had met the performance threshold as of December 31, 2023. Other executives are entitled to full vesting on all restricted stock upon a qualifying termination of employment within twenty-four months following a change in control. Other executives are entitled to a full vesting of performances stock upon a qualifying termination of employment within twenty-four months following a change in control only if that stock had met the performance threshold as of December 31, 2023.

(2)
Health and welfare benefits continue for up to 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.

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 Mr. Stone is not included below as his employment with Intrepid ended in 2023.

Assuming a termination of employment due to death or disability on December 31, 2023, the value of this accelerated vesting for each of our executives would have been as follows:

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Name	Accelerated Vesting of Equity Awards
Robert P. Jornayvaz III	$2,747,876
Matthew D. Preston	294,970
Christina C. Sheehan	101,986

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 $30,000 per month in supplemental disability and long-term care insurance benefits for the duration of the disability.

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CEO PAY RATIO

This section provides information about the ratio of the 2023 annual total compensation of Mr. Jornayvaz, as our Executive Chairman and Chief Executive Officer, to the median of the 2023 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 2023 annual total compensation as reported in the Summary Compensation Table above was $3,056,264. The 2023 annual total compensation of our median employee was $92,149. Thus, the ratio of Mr. Jornayvaz’s 2023 annual total compensation to the median of the 2023 annual total compensation of all other employees was 33.2 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, 2023. Our median employee is an equipment operator and did not receive any equity awards in 2023. After identifying the median employee based on 2023 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 2023 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.

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Pay Versus Performance Disclosure

In accordance with rules adopted by the Securities and Exchange Commission 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 (“CAP”) for 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.

Year	Summary Compensation Table Total for Robert P. Jornayvaz III(1)	Compensation Actually Paid to Robert P. Jornayvaz III(1)(2)(3)	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)	Value of Initial Fixed $100 Investment based on:(4)		Net Income(5) ($ Millions)	Company- Selected Measure: Adjusted EBITDA(6)(7) ($ Millions)
					TSR	Peer Group TSR
2023	$3,056,264	$1,850,584	$691,979	$502,364	$88.15	$143.00	$(30.3)	$41.6
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. The individuals comprising our Non-PEO NEOs for each year presented are listed below:

2020 - 2022	2023
Robert E. Baldridge	Matthew D. Preston
Matthew D. Preston	Christina C. Sheehan
Kyle R. Smith	E. Brian Stone
E. Brian Stone

(2)
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. 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 ASC Topic 718.

Year	Summary Compensation Table Total for Robert P. Jornayvaz III	Exclusion of Stock Awards for Robert P. Jornayvaz III(a)	Inclusion of Equity Values for Robert P. Jornayvaz III(b)	Compensation Actually Paid to Robert P. Jornayvaz III
2023	$3,056,264	$(2,999,961)	$1,794,281	$1,850,584
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

Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Exclusion of Stock Awards for Non-PEO NEOs(a)	Average Inclusion of Equity Values for Non-PEO NEOs(b)	Average Compensation Actually Paid to Non-PEO NEOs
2023	$691,979	$(199,978)	$10,364	$502,364
2022	655,066	(352,433)	75,888	378,521
2021	462,920	(73,836)	90,896	479,980
2020	446,174	(86,608)	81,363	440,929

(a)
The amounts reflect the total from the Stock Awards column set forth in the Summary Compensation Table for MR. Jornayvaz and the average of the Stock Awards column set forth in the Summary Compensation Table for the non-PEO NEOs.

(b)
The amounts are derived from the amounts set forth in the following tables:

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Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert P. Jornayvaz III	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert P. Jornayvaz III	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert P. Jornayvaz III	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert P. Jornayvaz III	Total - Inclusion of Equity Values for Robert P. Jornayvaz III
2023	$2,628,198	$(450,041)	$(383,376)	$ —	$1,794,281

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs	Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs	Total - Average Inclusion of Equity Values for Non-PEO NEOs
2023	$171,690	$(7,752)	$(4,384)	$(149,190)	$10,364

(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 required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. 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 measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA is a non-GAAP financial measure. More information on Adjusted EBITDA can be found in the “2023 Cash Bonus Program” section of the Compensation Discussion and Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years 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, 2023, is contained in our earnings release furnished on a Current Report on Form 8-K filed on March 6, 2024.

2023 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 and non-financial performance measures identified as the most important measures used by the Company to link NEOs’ 2023 compensation to Company performance are listed below in unranked order, which are described in more detail above in the “Compensation Discussion and Analysis.” A reconciliation of Net Income to Adjusted EBITDA for the year ended December 31, 2023 is contained in our earnings release furnished on our Current Report on Form 8-K filed on March 6, 2024.

Performance Measures

Adjusted EBITDA

Cost of Goods Produced

Capital Investments

EH&S Targets

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Compensation Actually Paid and Cumulative Total Shareholder Return

As demonstrated by the following graph, the CAP to the Company’s PEO and the average amount of CAP to the Company’s non-PEO NEOs are aligned with the Company’s cumulative TSR over the four years presented in the pay versus performance table above. A significant portion of the CAP to our PEO and non-PEO NEOs is comprised of equity awards whose value is directly tied to the value of the Company’s common stock, demonstrating alignment between CAP and the Company’s cumulative TSR.

 

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Compensation Actually Paid and Adjusted EBITDA

The chart below demonstrates the relationship between Adjusted EBITDA and CAP to the PEO and the average amount of compensation paid to non-PEO NEOs. We believe the charts above and below show the alignment between CAP to the PEO and non-PEO NEOs and Adjusted EBITDA.

 

Compensation Actually Paid and Net Income

For illustrative purposes, the chart below describes 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.

 

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Director Compensation

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. In 2023, F.W. Cook reviewed and made recommendations to the Governance Committee for changes to nonemployee director compensation, which the Board approved in May 2023. Payments to nonemployee directors in 2023 considered the new compensation rates effective as of January 1, 2023. As shown below, in 2023, we made the following changes: (i) increased our annual cash retainer for each director by $25,000; (ii) no longer compensated directors for being members of committees; (iii) provided compensation for all committee chairs; (iv) added a $10,000 Independent Lead Director cash retainer and a $10,000 Independent Lead Director equity retainer; and (v) adjusted the stock ownership guidelines such that directors are required to own four times, instead of five times, the annual cash retainer within five years. Otherwise, there were no changes to the annual equity compensation, stock ownership guidelines, or director limits for nonemployee director compensation.

Our director compensation program provides for the following compensation for nonemployee directors:

	2023
Annual cash retainer	$90,000
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
EHSS Committee	7,500
Additional annual cash retainer to Independent Lead Director	10,000
Additional annual grant of restricted stock with one-year vesting to Independent Lead Director	10,000

Cash retainers are generally paid in quarterly installments. The annual restricted stock grant is made at the first Board meeting after the Annual Meeting.

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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 – 2023 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)	Total
Chris A. Elliott	$100,000	$84,993	$184,993
Lori A. Lancaster	97,500	84,993	182,493
Mary E. McBride	105,000	84,993	189,993
Barth E. Whitham	110,000	94,993	204,993
William M. Zisch	97,500	84,993	182,493

(1)
These amounts represent the aggregate grant date fair value of annual restricted stock awards granted on May 19, 2023, 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, 2023. The awards vest in full on May 19, 2024, subject to the director’s continued service. The awards also vest in the event of death, disability, or a qualifying change in control.

Our directors held the following shares of restricted stock and vested stock options as of December 31, 2023:

Name	Shares of Restricted Stock	Vested Stock Options
Chris A. Elliott	4,343	—
Lori A. Lancaster	4,343	—
Mary E. McBride	4,343	—
Barth E. Whitham	4,854	—
William M. Zisch	4,343	—

Information regarding restricted stock and vested stock options held by Mr. Jornayvaz is reported above under the heading “Executive Compensation – Outstanding Equity Awards at the End of 2023.”

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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 25, 2024, 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 25, 2024, 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 have 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 or her 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., 707 17th Street, Suite 4200, Denver, Colorado 80202.

Name of Beneficial Owner	Total Shares Beneficially Owned	Percent of Shares Outstanding Beneficially Owned(1)
Stockholders Beneficially Owning More Than 5%
Robert P. Jornayvaz III	2,250,574 (2)	16.6%
Teton Trust Company, as trustee of Clearway Trust	1,203,222 (3)	9.1%
BlackRock, Inc.	802,768 (4)	6.1%
Dimensional Fund Advisors LP	762,864(5)	5.8%
Directors and Named Executive Officers (in addition to Messrs. Jornayvaz, whose information is presented above)
Chris A. Elliott	39,960(6)	*
Lori A. Lancaster	8,615(6)	*
Mary E. McBride	17,150(6)	*
Barth E. Whitham	42,255(7)	*
William M. Zisch	5,670(6)	*
Matthew D. Preston	43,811(8)	*
E. Brian Stone	—	*
Christina C. Sheehan	24,101(9)	*
Current directors and executive officers, as a group (8 persons)	2,432,137	18.0%

*
Less than 1%

(1)
The percentage ownership for each stockholder on March 25, 2024, was calculated by dividing (a) the total number of shares beneficially owned by the stockholder by (b) 13,259,771 shares of our common stock outstanding on March 25, 2024.

(2)
Represents (a) 1,474,513 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) 328,037 unrestricted shares, (c) 180,837 shares of restricted stock, and (d) 267,187 shares subject to stock options that are exercisable as of March 25, 2024, or within 60 days of that date.

(3)
Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024. 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.

(4)
Based solely on a Schedule 13G/A filed with the SEC on January 29, 2024. The principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(5)
Based solely on a Schedule 13G/A filed with the SEC on February 9, 2024. The principal business office of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(6)
Includes 4,343, shares of restricted stock.

(7)
Includes 4,854 shares of restricted stock.

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(8)
Includes 36,832 shares of restricted stock

(9)
Includes 22,984 shares of restricted stock.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2023, regarding our Amended and Restated Equity Incentive Plan:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights	Weighted-average exercise price of outstanding options, warrants, and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	273,206	$29.04	971,495
Equity compensation plans not approved by security holders	—	—	—
Total	273,206	$29.04	971,495

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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 2023.

Director Designation and Voting Agreement

You can find more information about this agreement above under the heading “Corporate Governance–Director Designation and Voting Agreement.”

Registration Rights Agreement

Intrepid, IPC, and Harvey 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 2023.

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. In 2014, the agreement was amended to update rates. 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 2023, we paid $337,937 to IPH under this agreement.

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Householding

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 Notice 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., 707 17^th Street, Suite 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.

Stockholder Proposals

A stockholder who would like to have a proposal considered for inclusion in our 2025 proxy statement pursuant to SEC Rule 14a-8 must submit the proposal so that it is received by us no later than December 5, 2024, unless the date of our 2025 Annual Meeting is more than 30 days before or after May 16, 2025, 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., 707 17^th Street, Suite 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 2025 Annual Meeting of Stockholders must be received by us between January 16, 2025 and February 15, 2025. If the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or 70 days after May 16, 2025, we must receive the proposal or nomination no earlier than the 120^th day before the Annual Meeting date and no later than the 90^th day before the Annual Meeting date, or the 10^th day following the day on which public disclosure of the date of the 2025 Annual Meeting of Stockholders is made. In addition to satisfying the notice requirements under our Bylaws, to comply with the universal proxy rules, the proposing stockholder should also comply with the additional requirements of a proper notice under SEC Rule 14a-19, which includes the statement that such stockholder intends to solicit at least 67% of the voting power of our shares of common stock entitled to vote on the election of directors in support of director nominees other than our nominees. If any change occurs with respect to such stockholder’s intent to solicit the holders of shares representing at least 67% of such voting power, such stockholder must notify us promptly.

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, 2023, without charge. You should send your written requests to Secretary, Intrepid Potash, Inc., 707 17^th Street, Suite 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.

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Other Matters

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 of Intrepid Potash, Inc.,

 

Matt Preston

Chief Financial Officer

April 4, 2024

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