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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	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):

☒			No fee required.
☐			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.

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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

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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

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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

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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?

(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

(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

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.

Mary E. McBride

Chair

Lori A. Lancaster

Chair

Chris A. Elliott

Chair

Barth E. Whitham

Chair

William M. Zisch

Chair

Number of Meetings in 2023

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.

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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

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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.

TABLE OF CONTENTS

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

SEC Form DEF 14A filed by Intrepid Potash Inc