SEC Form DEF 14A filed by Intrepid Potash Inc

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April 17, 2026

Dear Stockholder:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Intrepid Potash, Inc. (the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 28, 2026, at 10:00 a.m. Mountain Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/IPI2026, 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/IPI2026 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,

 

Kevin S. Crutchfield

 

Barth E. Whitham

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.virtualshareholdermeeting.com/IPI2026 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 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 28, 2026:

This Notice, our proxy statement, and our 2025 annual report are available at www.proxyvote.com.

By Order of the Board of Directors,

 

Kevin S. Crutchfield

Denver, Colorado

April 17, 2026

 

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

The Annual Meeting will be held on Thursday, May 28, 2026, at 10:00 a.m. Mountain Time, online at www.virtualshareholdermeeting.com/IPI2026. 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/IPI2026 and entering your control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If you lose your control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote or ask questions. Only stockholders with a valid control number will be able to attend the Annual Meeting and vote and ask questions.

This proxy statement will first be made available to stockholders on or about April 17, 2026.

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

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

Stockholders of record at the close of business on the record date of April 7, 2026 (the “Record Date”), are entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, we had 13,433,741 shares of common stock issued and outstanding. Each share is entitled to one vote on each item voted on at the Annual Meeting.

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 our principal executive office, 707 17^th Street, Suite 4200, Denver, Colorado 80202.

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/IPI2026.

If you decide to vote by attending the Annual Meeting, a summary of the information you need to attend the Annual Meeting online is provided below:

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 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/IPI2026, 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.

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

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.

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.

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. 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.

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:

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.

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 voting power of our issued and outstanding capital stock are present at the Annual Meeting in person (including 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.

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

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.

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 as our independent registered public accounting firm for 2026 (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 votes cast on the particular matter.

Our Board recommends that you vote:

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

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 $14,500 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.

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.

Our Board consists of eight directors divided into three classes, designated as Class I, Class II, and Class III. In accordance with our Third Amended and Restated Bylaws (our “Bylaws”) and Restated Certificate of Incorporation (our “Certificate of Incorporation”), the number of directors of our Board is fixed exclusively by our 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.

The current members of the classes are divided as follows:

Our Corporate Governance Guidelines provide that the Nominating, Corporate Governance, Safety, and Sustainability Committee (“Governance Committee”) is responsible for identifying and recommending to our Board director candidates for nomination to our Board, including recommending to our Board nomination of existing directors for additional terms. The Governance Committee seeks independent directors with diverse backgrounds and experiences that it believes will enhance the quality of our Board’s deliberations and decisions. When searching for candidates, the Governance Committee considers the evolving needs of our 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 our 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 and uses a director’s skills matrix to assist it in evaluating the needs of our Board. The skills matrix assists the Governance Committee in cultivating a diverse Board in terms of background, experience, skill sets, and tenure. The Governance Committee evaluates each potential nominee individually and in the context of our Board as a whole. The objective is to recommend directors that will contribute to our long-term success and effectively represent stockholder interests. When evaluating the nomination of directors for reelection, the Governance Committee also considers the individual’s historic contributions to our 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 our Board, it recommends his or her candidacy to the full Board. The Governance Committee will consider stockholder director nominations, but 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 Governance 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 our Board, by following the procedures set forth below under the heading “Stockholder Proposals.”

The Class III directors elected at the Annual Meeting will serve until the 2029 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 our Board, each nominee has tendered to our Board a contingent, irrevocable resignation that will become effective only if the nominee fails to receive the required majority vote and our 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 our Board. Our 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.

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 stockholders. Our current directors have a wealth of experience and expertise in the industries in which we operate and bring a variety of perspectives to our Board. In considering the nominees for the Class III directorship, the Governance Committee assessed the overall qualifications of each nominee and the needs of the Company, before making a recommendation regarding nominations to our Board (for more information about our Board committees, please see below under “Corporate Governance-Committees and Meetings”).

Our nominees for the Class III directorship are Kevin S. Crutchfield and William M. Zisch, both of whom are current directors. Our Board nominated Mr. Crutchfield and Mr. Zisch 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 our Board. On March 1, 2026, Mr. Harvey informed the Board that he will not stand for reelection at the Annual Meeting and will retire from the Board at the conclusion of his current term. Mr. Harvey’s decision not to seek reelection is not the result of any disagreement with the Company and the Board thanks Mr. Harvey for his service and contributions to the Company over many years.

CLASS III DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Biographical information for our directors who were nominated by our Board upon the recommendation of our Governance Committee for reelection at the Annual Meeting is set forth below.

Biographical information for our director whose term expires at the 2026 Annual Meeting that will not stand for reelection at the Annual Meeting is set forth below.

Biographical information for our directors continuing in office is set forth below.

CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

The Audit Committee of our Board has appointed KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2026, and our Board is asking our stockholders to ratify this appointment. 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:

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, 2025 and 2024. All of these services and fees were pre-approved by the Audit Committee pursuant to the pre-approval policy and procedures set forth below.

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.

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:

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, 2025. 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, 2025, that was filed with the SEC.

The Audit Committee

 

Mary E. McBride (Chair)

Gonzalo M. Avendano

Chris A. Elliott

Lori A. Lancaster

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, which is required by Section 14A of the Securities Exchange Act of 1934, 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 2025 Annual Meeting, our stockholders expressed support for the compensation of our executives, with 90.4% 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 is comprised of a majority of independent directors. Our Board has determined that each of Gonzalo M. Avendano, Chris A. Elliott, Hugh E. Harvey, Jr., Lori A. Lancaster, Mary E. McBride, Barth E. Whitham, and William M. Zisch is an independent director under the rules of the 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, Kevin S. Crutchfield is not considered an independent director under SEC and NYSE rules.

Our Bylaws provide for but do not require separation of the roles of Chief Executive Officer and Board Chair, and our Board believes it is in our best interests to make that determination based on circumstances from time to time. Currently, the roles of Board Chair and Chief Executive Officer are separated. Mr. Whitham serves as Board Chair, where he has served since July 2024, and Mr. Crutchfield has served as our Chief Executive Officer since December 2024. Prior to being elected as Board Chair, Mr. Whitham served as our Lead Independent Director since September 2020.

Our Board believes that our current leadership structure and the composition of our Board protect stockholder interests and provide independent oversight, while also providing outstanding leadership and direction for our Board and management. All of our directors other than our Chief Executive Officer are “independent” under NYSE standards, as more fully described above. Our Board believes that having an outside, independent director serve as Board Chair is the most appropriate leadership structure for the Board, as it enhances our Board’s independent oversight of management and strategic planning, reinforces our Board’s ability to exercise its independent judgment to represent stockholder interests, and strengthens the objectivity and integrity of our Board. Moreover, our Board believes an independent Board Chair can more effectively lead our Board in objectively evaluating the performance of management, including the Chief Executive Officer, and guide our Board through appropriate governance processes. Our Board may modify the structure as it deems appropriate based on the needs of the Company.

The Board of Directors plays an active role, both collectively and through its committees, in overseeing the assessment and management of the Company’s exposure to a wide range of risks. The Board is responsible for monitoring risks related to accounting, financial reporting, cybersecurity, operations, environmental matters, health, and safety. In collaboration with the Audit Committee, the Board provides oversight of our comprehensive risk management program, which involves conducting regular risk assessments to inform and support our long-term strategic business objectives.

The Audit Committee and management are closely involved in reviewing and updating our information security strategies to address evolving risks. Each standing Board committee is tasked with overseeing risks specific to its area of responsibility, and the full Board receives regular updates through committee reports or attendance at committee meetings. To ensure effective risk management across the Company, we conduct ongoing reviews to identify, evaluate, and manage potential risks.

The Audit Committee supervises the management of risks associated with accounting, financial reporting, cybersecurity, and compliance, and oversees procedures for the receipt, retention, and treatment of complaints concerning accounting, internal controls, or audit matters. Our compliance program, which includes the Code of Business Conduct and Ethics alongside related statements and policies, is overseen by our Director of Internal Audit, who reports directly to the Audit Committee. We maintain both a website and a dedicated phone line for employees and others to confidentially and anonymously report violations of our Code of Business Conduct and Ethics, including concerns about accounting or auditing, workplace discrimination, or harassment. The Compensation Committee oversees risks related to our compensation plans and arrangements, while the Governance Committee is responsible for managing risks associated with director independence, corporate governance, potential conflicts of interest, and environmental, health, and safety matters.

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

Attn: Board Chair

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 Board Chair may discuss these communications with our legal counsel, independent advisors, nonemployee directors, or management and may take other action or no action as he determines in good faith, using reasonable judgment and discretion.

We believe that stock ownership by our directors and executives aligns 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 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:

We have adopted an insider trading policy applicable to our directors, officers, and employees that sets forth procedures reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards (the “Insider Trading Policy”). 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. A copy of the Insider Trading Policy is included as an exhibit in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company does not allow pledging of its securities as collateral except under special circumstances approved by Intrepid’s Audit Committee. Any exceptions approved by the Audit Committee in which a director or executive officer wishes to pledge Intrepid 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 resorting to the pledged Intrepid securities. No officer or director currently has any Company securities pledged as collateral for a loan.

We operate daily with our stakeholders in mind. We are committed to managing the risks and opportunities that arise from sustainability issues. Intrepid has an unwavering commitment to sustainability and being a responsible environmental steward. In July 2025, we published our 2025 Sustainability Report. We encourage you to read our 2025 Sustainability Report and learn more about our strategy, efforts, and goals relating to sustainability issues and our commitment to our stakeholders by reviewing information related to these efforts, which can be found at Intrepid Potash, Inc. 2025 Sustainability Report.

Our Board met nine times in 2025. Each director attended 100% of the total number of meetings of: (i) our Board (held during the period for which such person has been a director) and (ii) the committees of our Board on which such person served (during the periods that such person served). 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 2025 Annual Meeting of Stockholders. Our independent and nonemployee directors meet regularly in executive session without management present. Mr. Whitham, our Board Chair, presides over executive sessions.

Our Board has three standing committees: the Audit, Compensation, and Nominating, Corporate Governance, Safety, and Sustainability Committees. In March 2025, our Board reassigned the responsibilities of the prior Environmental, Health, Safety, and Sustainability Committee to the Nominating and Corporate Governance Committee and the Compensation Committee. Our Board then amended the Nominating and Corporate Governance Committee’s name to the Nominating, Corporate Governance, Safety, and Sustainability Committee to appropriately capture the committee’s expanded responsibilities.

Each Board committee 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 current chairperson and members of each committee and the number of meetings held by each applicable committee in 2025.

The Audit Committee assists our 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 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. Our Audit Committee oversees our risk management program, including the management of cyber threats, which includes reviewing and updating our information and cybersecurity strategies. The Audit Committee also has oversight responsibility for our internal audit function. 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, our Board has determined that each of Ms. McBride and Ms. Lancaster qualifies as an “audit committee financial expert” as defined by SEC rules.

The Compensation Committee assists our Board in discharging its responsibilities relating to the compensation of our executives and directors; administers our equity incentive plans; and has overall responsibility for evaluating and approving (or recommending for approval to our Board) all compensation plans, policies, and programs that affect our executives and directors. 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. Our Board has determined that each member of the Compensation Committee is independent under the NYSE’s director independence standards and applicable SEC rules.

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. The Governance Committee also oversees, reviews and makes recommendations to management regarding the Corporation’s policies, performance, and reporting on environmental, health, safety, sustainability, and social responsibility matters. Our Board has determined that each member of the Governance Committee is independent under the NYSE’s director independence standards.

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, Compensation Committee, and Governance 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

The following table sets forth certain information about our executive officers, as of April 17, 2026:

Kevin S. Crutchfield. Biographical information for Mr. Crutchfield is provided above under the heading “Election of Directors.”

Richard C. Kim. Mr. Kim has served as the Company’s Vice President of Operations since September 2025. Prior to joining the Company, Mr. Kim was Vice President of Operations at First Bauxite Corporation from December 2024 to August 2025, where he oversaw all mining and processing activities for the company’s operations is Guyana, South America. Prior to his tenure at First Bauxite Corporation, Mr. Kim was president of Peerless Resources Management, LLC from July 2021 to August 2025, and held senior leadership roles at Morton Salt, from January 2020 to May 2021, and Paringa Resources Ltd. from July 2014 to October 2019.

Christina C. Sheehan. Ms. 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.

Cris Ingold. Mr. Ingold has served as our Chief Accounting Officer since April 2024, and served as Corporate Controller from November 2019 to April 2024. Previously, Mr. Ingold served in successively more senior accounting roles since joining Intrepid in 2011. Before joining Intrepid, Mr. Ingold worked in a variety of accounting roles at various public companies and also worked at Deloitte & Touche LLP serving both public and private audit clients in a wide variety of industries. Mr. Ingold is a certified public accountant and a member of the American Institute of Certified Public Accountants.

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 2025 compensation of our named executive officers. For 2025, our named executive officers were:

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

On March 3, 2026, in connection with a re-evaluation of executive officer roles and duties within the Company, the Board promoted Richard C. Kim, the Company’s Vice President of Operations, to be an “executive officer” of the Company. Therefore, Mr. Kim is not deemed a named executive officer for 2025.

On March 11, 2026, the Board appointed Cris Ingold, the Company’s Chief Accounting Officer, to serve as interim principal financial officer for SEC reporting purposes in place of Mr. Preston, effective that day. Therefore, Mr. Ingold is not deemed a named executive officer for 2025.

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

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

At our 2025 Annual Meeting of Stockholders, stockholders expressed support for the compensation of our executives, with 90.4% 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. Throughout the year, we actively engage with our shareholders through meetings with institutional investors, participation in industry conferences, and discussions with interested parties. We maintain an open dialogue with our shareholders that allows us to consider their feedback in our executive compensation program design.

Our 2025 compensation program is made up of the following direct compensation elements:

We also provide employee benefits and perks, as well as certain severance and change-in-control protection benefits, that are designed to attract, retain, and preserve productivity of our named executive officers. Please refer to the information under the heading “Employee Benefits,” below for additional details on these benefits.

The Compensation Committee retained Frederic W. Cook & Co., Inc. (“F.W. Cook”) as its independent compensation consultant for 2025. In 2025, F.W. Cook periodically collected and analyzed market data to provide a competitive reference on pay levels, structure, and performance alignment for executives and directors. F.W. Cook also advised the Compensation Committee on other executive and director compensation matters and general compensation trends. On January 1, 2026, Meridian Compensation Partners, LLC (“Meridian”) replaced F.W. Cook as the Compensation Committee’s independent compensation consultant.

Outside of its role as independent compensation consultant, F.W. Cook did not provide any other services to us or our management and did not have any other direct or indirect business relationships with us or our management. The Compensation Committee assessed the independence of F.W. Cook and concluded that its engagement did not raise any conflicts of interest. Similarly, outside of its role as independent compensation consultant, Meridian has not provided 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 assessed the independence of Meridian and concluded that its engagement did 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 the Chief Executive Officer to make recommendations about the compensation to be paid to other executives. The Compensation Committee believes it is valuable to consider the recommendations of our Chief Executive Officer with respect to these matters. Our Board or the Compensation Committee make all compensation decisions regarding our Chief Executive Officer without his participation.

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.

The Compensation Committee uses peer company market data to guide its review of the total compensation of our executives. Our 2025 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 one-third to three 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 2025 compensation decisions in December 2024. In 2025, Empire Petroleum Corporation, Evolution Petroleum Corporation, SandRidge Energy, Inc., and W&T Offshore, Inc. were added to the peer group. These entities replaced Chase Corporation, Coeur Mining, Inc., Hawkins, Inc., Select Water Solutions, and SilverBow Resources Company, which were used to inform 2024 compensation decisions. The 2025 peer group was adjusted to ensure it continues to provide relevant pay comparisons based on size and industry.

The 2025 peer group consists of the following companies:

During 2025, the Compensation Committee approved the following changes to executive salaries, to maintain alignment with market benchmarks:

An important component of our total compensation program is the annual cash incentive bonus program that is 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 in the program, establishes 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 compared to the pre-established goals. Bonuses can be paid in cash or stock. The Compensation Committee retains discretion to reduce or eliminate any potential earned award, or terminate the program, in accordance with the program.

Each of our named executive officers was eligible to participate in our 2025 cash bonus program (the “2025 Bonus Program”). In setting the 2025 target bonus amounts for each eligible executive, 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.

The 2025 Bonus Program for all named executive officers other than Mr. Crutchfield was based on two pre-established performance areas: Company performance (75% weighting factor) and individual performance (25% weighting factor). Mr. Crutchfield’s performance under the 2025 Bonus Plan was based solely on Company performance. The Company performance objectives were assessed based on five components: (i) Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) (30% weighting); (ii) production cost per ton (15% weighting for potash, 15% weighting for Trio^®); (iii) Company objectives (15% weighting based on the following three components: 5% based on organization health and culture, 5% based on value creation, and 5% based on performance); (iv) capital investments (10% weighting); and (v) execution of health, safety and environmental targets (15% total weighting based on the following two components: 7.5% weighting based on total recordable incident rate (“TRIR”) and 7.5% weighting based on safety metrics). 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. Individual performance was based on each executive’s performance against specific goals for the year and the Compensation Committee’s evaluation of 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 2025 Bonus Program were eligible to receive between 0% and 200%, as applicable for each Company performance goal, of each participant’s respective target bonus based on actual performance. The total amount payable under the 2025 Bonus Program 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 metrics is separate and not dependent on performance for other metrics.

The Compensation Committee established the 2025 target annual incentive amounts for each of our named executive officers under our 2025 Bonus Plan, as shown below. The target bonus percentage for Mr. Crutchfield was set pursuant to his employment agreement with the Company. There were no changes to the target bonuses for all of our named executive officers for 2025.

Participants under the 2025 Bonus Plan were eligible to receive between 0% and 200% of each participant’s respective target bonus based on actual performance as discussed below. Results between levels are determined through linear interpolation

Adjusted EBITDA (30% Weighting for Company Performance) and Production Cost Per Ton (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 in comparison to a budgeted amount of Adjusted EBITDA and production cost per ton because they are the two measures most in control of the executive team that drive profit.

For purposes of calculating Adjusted EBITDA, to help minimize the impact of commodity price variability (both positive and negative), the budgeted average net realized sales price per ton for Potash and Trio^® was calculated with a +/- $10/ton collar. If the average net realized sales price per ton for potash and/or Trio^® fell within the collar range, then the actual result was used to calculate Adjusted EBITDA.

As part of the annual incentive program, a dedicated portion of the bonus scorecard is allocated to shared Company objectives, representing 15% of the total weighting. The inclusion of these shared objectives ensures that executive incentives are aligned with Company-wide priorities, fostering cross-functional collaboration, and supporting our commitment to sustainable performance and stakeholder value. Company objectives were comprised of the following three components. (1) organization health & culture, which were focused on promoting employee engagement and community involvement, supporting a positive workplace environment and active participation in community initiatives; (2) value creation, which emphasized the evaluation and enhancement of the Company’s portfolio, driving long-term growth and strategic progress; and (3) performance, which centered on continuous improvement, operational analysis, and regulatory compliance, ensuring ongoing operational excellence and adherence to industry standards. Collectively, these objectives reinforce the Company’s commitment to a healthy organizational culture, value creation for stakeholders, and high performance across all business functions.

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 opportunity capital projects projected to cost $1,000,000 or more 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 project was subject to after-action reviews to grade success based on cost, timing, and the scope of the project. The bonus funding schedule for this performance metric reflects the fact that not every goal is likely to be met.

The Compensation Committee believes that executive compensation should be aligned with Company objectives to promote and ensure the safety of its employees and to protect the environment. The safety targets are designed to promote safety over all our operations. The safety metrics include a measurement of both TRIR (7.5% of the weighting for Company performance) and compliance with Company safety metrics, which include conducting regular safety audits, holding daily safety briefings, and

identifying and communicating incident reports (7.5% of the weighting for Company performance). These targets are designed to incentivize strict adherence to environmental and regulatory standards. The following demonstrates the calculation of the HSE factors in the Company performance scorecard.

Based on Company performance, as outlined above, and application of each executive officer’s individual performance under the 2025 Bonus Program, the Company paid the following amounts under the 2025 Bonus Program:

In 2025, we granted equity awards to our named executive officers under our Amended and Restated Equity Incentive Plan, in the form of time-based restricted stock awards and performance-vesting restricted stock unit awards. The structure of the equity grants is intended to align the interests of our named executive officers with those of our stockholders and to provide a compensation element intended to retain our executives over the long term. For 2025, 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 2025 were as follows, the terms of which are described in more detail below.

On March 17, 2025, the Compensation Committee granted equity awards to Mr. Crutchfield, Mr. Preston, and Ms. Sheehan with (i) approximately 40% of the total award value for Mr. Crutchfield and 50% of the total award for Mr. Preston and Ms. Sheehan granted as time-based restricted shares vesting in three equal annual installments beginning on the first anniversary of the grant date, subject to continued employment, and (ii) approximately 60% of the total award value for Mr. Crutchfield and 40% of the total award for Mr. Preston and Ms. Sheehan granted as performance-based restricted units (“PSUs”). The PSUs are comprised of three separate awards - an award based on absolute total shareholder return (“TSR”) (the “aTSR Award”), an award based on a relative TSR (the “rTSR Award”), and an award based on potash cost-per-ton reduction (“Cost-Per-Ton Reduction Award”).

In determining the number of market-based PSUs granted in March 2025, the Company initially used the Monte Carlo valuation of the awards rather than the Company’s stock price on the grant date to size the awards, which resulted in fewer PSUs being granted than intended relative to the target long-term incentive opportunity. Accordingly, in May 2025, the Company granted additional rTSR PSUs to align the number of units with the value that would have been delivered had the awards been sized based on the Company’s stock price on the grant date.

Under the rTSR Award, our named executive offiverss have the ability to earn between 0% and 200% of the target amount of PSUs based on Company’s relative TSR during the period March 17, 2025 through March 17, 2028 (the “Performance Period”) compared to the TSR of each constituent member of the Russell 2000 Index as of March 17, 2025, (the “Peer Group”) during the Performance Period. Vesting is based on the Company’s TSR percentile rank within the Peer Group as shown in the table below:

To the extent the Company’s TSR percentile rank compared to the Peer Group Companies is between any of the levels above, the number of PSUs eligible to vest shall be determined using linear interpolation, rounded to the nearest whole share. If the Company’s TSR is negative, then, irrespective of the Company’s relative TSR percentile ranking, the number of PSUs that shall be eligible to vest shall be capped at the then-applicable “Target” number of PSUs. In no event will the fair market value of the shares of common stock issuable under this award (as measured on the vesting date) exceed 500% of the “Target” identified above.

The closing share price of our common stock was $29.18 on the March 17, 2025 grant and $37.14 on the May 29, 2025 grant.

Under the aTSR Award, our named executive officers have the ability to earn PSUs based on achieving certain TSR hurdles on or prior to March 17, 2029. The TSR, measured on any date, is calculated as the sum of the average closing price of Intrepid’s common stock over the previous 90 trading days, plus the amount of any cash dividends paid from and after March 17, 2025, through such date. The TSR for the aTSR award is not measured and the TSR hurdles shown below may not be achieved prior to the 90^th trading day after March 17, 2025.

The vest timing is determined by the date a TSR threshold price target is achieved. Once a TSR price target is achieved, the PSUs eligible to vest as a result of achievement of that TSR threshold vest in two equal tranches, with one-half vesting on the date on which the TSR hurdle was achieved and the remainder vesting on the one-year anniversary of the date on which the TSR hurdle was achieved. Any PSUs that have not become eligible to vest on or prior to March 17, 2029, are forfeited as of the close of business on March 17, 2029.

The closing share price of our common stock was $29.18 on the date of grant.

Under the Cost-Per-Ton Reduction Award, our named executive officers have the ability to earn PSUs based on achieving certain reductions in the Company’s potash production cost per ton on or prior to December 31, 2027. The number of PSUs that are eligible to vest under this award are determined by the potash cost per ton for the 2027 calendar year, as shown in the table below:

The potash cost per ton is determined by the Company’s average cost of producing one ton of potash for the 2027 calendar year.

The closing share price of our common stock was $29.18 on the date of grant.

See “Option Exercises and Stock Vested in 2025” below for information about restricted stock and PSUs that vested in 2025 for each of our named executive officers.

Our employees, including named executive officers, are eligible for various employee benefits, including medical and dental insurance, group life insurance, accidental death and disability insurance, health and dependent care flexible spending accounts, a 401(k) plan, and paid time off. We generally match 100% of an employee’s 401(k) deferrals up to a specified percentage of compensation or as limited by law. In addition, executives are entitled to the payment or reimbursement of supplemental long-term disability insurance premiums. We also provide relocation assistance to new executives and certain other employees. These benefits are generally consistent with the benefits provided by other companies of our size and help us remain competitive in attracting and retaining our executive talent.

Our named executive officers 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 2025, named executive officers were also eligible for reimbursement for regular physical examinations, including tax reimbursement under certain circumstances. We believe that these benefits are appropriate and help us retain and reward our named executive officers talent and also believe that it is in our best interests for our executives and other employees to be in good health.

Our named executive officers are entitled to change-in-control severance benefits under our change-in-control policy and their equity incentive award agreements, and in some cases individual change-in-control severance agreements. These benefits are intended to meet the following objectives:

We agreed to certain change-in-control benefits for Mr. Crutchfield that are set forth in his employment agreement with Intrepid. In addition, on March 5, 2026, the Company entered into a Change-in-Control Severance Agreement (a “CIC Severance Agreement”) with each of our executive officers (other than Mr. Crutchfield). You can find more information about potential change-in-control benefit amounts below under the heading “Potential Payments Upon Termination or Change in Control.”

We have entered into noncompetition agreements with our executives and other key employees. Mr. Crutchfield has a noncompetition provision in his employment agreement that extends 18 months after his employment with the Company. Our other executives have also entered into agreements that provide generally that, if the executive voluntarily leaves the Company or is terminated for cause, he or she will not solicit our employees or work for a customer or competitor of the Company for a period of 12 months after termination.

A description of our insider trading policy and hedging and pledging policy can be found above under the headings “Corporate Governance—Insider Trading Policy” and “Corporate Governance- Hedging and Pledging Transactions,” respectively.

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 above under the heading “Corporate Governance—Stock Ownership Guidelines.”

On September 14, 2023, our Board of Directors adopted a compensation clawback policy (the “Clawback Policy”). The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation received by current and former executive officers during the three fiscal years that precede the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. A copy of the Clawback Policy is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, PSAs, and PSUs under our equity incentive award plans are accounted for under ASC Topic 718. We 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.

The Compensation Committee has concluded that the compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

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 our 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, 2025.

The Compensation Committee

Chris A. Elliott (Chair)

Hugh E. Harvey, Jr.

Mary E. McBride

Barth E. Whitham

2025 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, 2025.