UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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:

ODYSSEY MARINE EXPLORATION, 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):

Dear Fellow Stockholder,

AsFor the past several years, I penhave spoken to you about the transformation underway at Odyssey. Much like building a house, we needed to start with a strong foundation to build upon. During this letter,phase, were-evaluated our goals and refined our mission to develop our “blueprints” – the strategies we needed to employ to set the company up for long-term success. We focused on strengthening our financials and improving our operational efficiencies. Now, we are actively planningin the nextconstruction phase – building the building phase – ofstructure that sits upon that solid foundation.

We have successfully constructed a new business model that has two key focuses: (1) developing valuable seafloor mineral assets for our ongoing company transformation. We spent the past 18 months focused on improving our financial and operating results, and I’m proud(2) generating leveraged returns by providing contracted service work to third-parties. Under this contract model, Odyssey is paid to perform offshore services while still retaining a significantback-end share of the work that was done and the results accomplished during that time. We have reduced our cash needs by increasing our operating revenue and decreasing our operating costs. We have also become laser-focused on where we want to be as a company and how to get there, utilizing our world-class team, tools and technology to explore the deep oceans of the world.

Although shipwrecks will always remain one of our passions, we are focusing our investments to develop and move forward subsea mineral projects, an area we believe has the potential to provide much greater returns than would be available from shipwreck projects.

We are still actively working on shipwreck projects for our partner Magellan Offshore Services under a contract that pays us our costs plus a specified profit, and we retain 21.25% of any eventualfuture net returnsproceeds from these projects. This arrangement eliminates

The combined potential cash flows from these projects are expected to fund operations for multiple years while simultaneously increasing the financial risk from shipwreckvalue of projects while still providingin which the company has an attractive upside potential resulting from the success of these projects.equity ownership position.

Last year,month we completed two deep-ocean projects under third-party client service agreements resulting in $4.7 million in revenue, an increase of over a million dollars from 2015, while reducing our operating costs by 43%. We also decreased our net loss by 65%.

In addition to the positive trend in operational and financial results, we’ve also been developing new subsea mineral projects and laying the groundwork for expediting revenue generation fromreceived some long-awaited news regarding the “Don Diego” project that was well worth the wait. On March 21, 2018, the11-judge panel of the Superior Court of the Federal Court of Administrative Justice in Mexico ruled unanimously in favor of Odyssey Marine Exploration, Inc.’s (“Odyssey”) subsidiary, Exploraciones Oceánicas, S. de R.L. de C.V. (“ExO”), nullifying the denial of ExO’s environmental permit application for the extraction of phosphate project once we are able to do so.

Looking forward to our future, we believe that thesand from its “Don Diego” deposit, our most developed mineral project and current core focus, containsproject. Odyssey holds a significant amount of phosphate that can be extracted on a financially attractive basis and that the product will be attractive to Mexican and other world producers of fertilizers. Equally as important, we believe that this project will be socially and economically transformational for Mexico.

Exploraciones Oceanicas S. R.L. de CV (ExO), the Mexican operating company with the mining concession containing the Don Diego phosphate deposit, has conducted extensive scientific testing of the mineralized phosphate material and the environmental impact of recovering the mineralized material from the seafloor. ExO has been working with environmental experts on the impact assessment and permit process, with potential partners on the extraction program, and with financial advisors on the strategic growth alternatives. Odyssey indirectly owns a 54% stake53.88% interest in ExO. To move to the next phase of development of the deposit, Odyssey and its subsidiaries need the approval of anthe environmental permit application. An administrative, legalapplication, which is anticipated in due course as a result of this decision.

The “Don Diego” project is expected to deliver significant economic and political/educational process has been underwaysocial benefits to achieve this goal.Mexico in the form of job creation, lowered fertilizer pricing, increased crop yields, generation of tax revenues, and the funding of programs that will promote the protection and enhancement of the marine environment.

●  ●  ●  ●  ●

ODYSSEY MARINE EXPLORATION • 5215 WEST LAUREL STREET • TAMPA, FL 33607

(P)813.876.1776 • (F)813.876.1777 • WWW.ODYSSEYMARINE.COM

OnAlthough the shipwreck side“Don Diego” project remains our company’s cornerstone project for the moment, we have a pipeline of equally exciting mineral projects that are in various stages of development. Of course, shipwrecks will always be one of our business,passions, but we are currently working onnow focusing our second project for Magellan. Our team recently finished conducting surveyinvestments to develop and inspection operations onmove forward multiple subsea mineral projects, an area that contains multiple valuable shipwreck targets. Although I cannotwe believe has the potential to provide many details at this time, I can tell you we, along with Magellan, are extremely pleased with the results generated thus far. Additional shipwreck projects are planned with Magellan, and we expect to conduct at least one recovery operation in 2017.

Our newly formed CLIO Offshore division is actively seeking additional marine exploration service opportunities for third-party companies. This work includes mineral exploration, environmental studies, subsea surveys, and other off-shore work requiring specialized vessels, equipment and personnel.much greater returns.

We are actively working on shipwreck projects for our partner Magellan Offshore. Operations are currently underway on a leveraged-return project expected to begin generating cash in 2018 that will be sufficient to fund total company operations and is forecast to produce cash returns for a minimum of12-18 months.

The integrity of your foundation is where success and failure lie. It is important for us to maintain a strong base, so we will remain focused on financial discipline and evaluating our operational philosophies. We will continue to refine and stay the course on these core principles of our foundation as we build. The value of this discipline has been proven by our performance. Last year we had a 37% reduction in total operational expenses compared to the previous year, and a 60% reduction in operating expenses compared to 2015.

When Greg Stemm and John Morris founded Odyssey nearly 25 years ago, the goal was to use technology to reach the deep ocean and recover long-lost valuable assets. After making some of the most amazing shipwreck discoveries in the world we have moved into discovering and developing naturally occurring deposits of valuable mineral assets in the deep ocean. On both accounts, naysayers thought these goals impossible and never expected us to be successful at finding or recovering these assets from the deep ocean, but here we are 25 years later continuing to work closely with Minera del Norte S.A. de c.v. (MINOSA) with whom we have an investment agreement forpush the potential purchase of new equity securitiesenvelope, diving deeper into the ocean and recovering valuables that would represent a majority of the equity in our company. In addition, Epsilon Acquisitions LLC, whichwere previously thought unattainable.

It is an affiliate of MINOSA, recently converted $3 million in indebtedness we owedexciting time to Epsilon into Odyssey common stock at $5.00 per share, making them one of the largest Odyssey stockholders and further aligning the interestsbe a part of Odyssey and MINOSA.

I am confident that between our planned revenue generation and identified funding sources, Odyssey will have sufficient cashhonored to operate untilbe the environmental approval process is completed on the “Don Diego” project.

I am very pleased with our team’s execution of our transformational business strategy. This strategy has been delivering our intended results of strengthening our business foundation positioning us for strong growth in the near future. We still have some work to do, but it is apparent that we are moving in the right direction.CEO. We appreciate your ongoing support and belief in the Odyssey team, and thank you for your trust in our stewardship of your company.

Sincerely,

ODYSSEY MARINE EXPLORATION, INC.

Mark D. Gordon

President, Chief Executive Officer,

and Member of the Board of Directors

Odyssey Marine Exploration, Inc.

●●●●●April 26, 2018

ODYSSEY MARINE EXPLORATION • 5215 WEST LAUREL STREET • TAMPA, FL 33607

(P)813.876.1776 • (F)813.876.1777 • WWW.ODYSSEYMARINE.COM

Odyssey Marine Exploration, Inc.

5215 West Laurel Street

Tampa, Florida 33607

(813) 876-1776

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 6, 2017To Be Held June 5, 2018

To theThe Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc.:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), will be held at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607 on Tuesday, June 6, 2017,5, 2018, at 9:30 a.m., Eastern Time, and at any and all adjournments thereof, (EDT) for the purpose of considering and acting upon the following matters:purposes:

Only holders ofThe record of the Company’s common stock at the close of business on April 13, 2017, will bedate for determining those stockholders entitled to notice of, and to vote at, the Annual Meeting orannual meeting and at any and all adjournments thereof. The proxies are being solicited by the Board of Directors of the Company.or postponements thereof is April 13, 2018.

Whether or not you expectplan to attend the Annual Meeting in person, we urge you toannual meeting, please vote as soon as possible. As an alternative to voting in person at the Annual Meeting in person,annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing thea completed proxy card in the postage-paid envelope enclosed with it.card. For detailed information on how you can vote,regarding voting instructions, please refer to the section entitled“How do I vote?” in “Voting via the Proxy Statement. The givingInternet, by Telephone or by Mail” on page 2 of the proxy statement. You may revoke a previously delivered proxy will not affect your rightat any time prior to vote in person ifthe annual meeting. If you are a registered holder and decide to attend the Annual Meeting. You mayannual meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting.annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Mark D. Gordon

Chief Executive Officer,

President and Board Member

Tampa, Florida

April 26, 2018

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

The Notice and Proxy Statement and Annual Report on Form10-K are available atwww.proxyvote.com.In accordance with rules promulgated by the Securities and Exchange Commission, we have elected to use the Internet as our primary means of furnishing proxy materials to our stockholders. Therefore, most stockholders will not receive paper copies of our proxy materials. Instead, we will send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting by use of the Internet. The Notice of Internet Availability of Proxy Materials also informs stockholders how to get paper copies of our proxy materials if they wish to do so. We believe this method of proxy distribution will make the proxy distribution process more efficient, less costly, and will contribute to the conservation of natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent viae-mail unless you change your election.

TABLE OF CONTENTS

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Odyssey Marine Exploration, Inc.

5215 West Laurel Street

Tampa, Florida 33607

(813) 876-1776

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 6, 2017These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors of Odyssey Marine Exploration, Inc., a Nevada corporation ( the “Company,” “Odyssey,” “we,” “us,” or “our”), for the Annual Meeting of Stockholders to be held at 9:30 a.m. (EDT) on Tuesday, June 5, 2018, at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607, and at any adjournments or postponements of the annual meeting.

ABOUT THEPURPOSE OF MEETING

This Proxy Statement is being made availableThe specific proposals to be considered and acted upon at the annual meeting are:

VOTING

Voting Rights

Only stockholders beginningof record of Odyssey Marine Exploration, Inc. common stock on or about April 27, 2017.

Who is13, 2018, the record date, will be entitled to vote at the Annual Meeting?

All voting rights are vested in the holdersannual meeting. Each holder of our common stock. Each share of our common stock isrecord will be entitled to one vote on all matters to be voted upon ateach matter for each share of common stock held on the Annual Meeting. Only stockholders of record atdate. On the close of business on April 13, 2017, are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. On April 13, 2017, a total of 8,388,821record date, there were 8,466,909 shares of our common stock were outstanding and eligible to vote. Cumulative voting in the election of directors is not permitted, which means that each stockholder may vote no more than the number of shares he or she owns for a single candidate.

How many shares must be present to establish a quorum?outstanding.

A majority of the voting power, which includes the voting power that is present in person or by proxy, shall constitute a quorum at the Annual Meeting. Shares represented by a properly signed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote. Likewise, stock represented by “brokernon-votes” will be treated as present for purposes of determining a quorum. Brokernon-votes are proxies with respect to shares held in record name by brokers or nominees, as to which instructions havenot been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power under applicable national securities exchange rules or the instrument under which it serves to vote such shares on that matter. Your broker willnot have discretion to vote onnon-routine matters absent direction from you, including the election of directors and the advisory vote to approve our named executive officer compensation and the non-binding advisory vote to determine the frequency of future advisory votes on executive compensation. If you hold your shares through a broker, your broker is permitted to vote your shares on “routine” matters, which includes the ratification of the independent registered public accounting firm, even if the broker does not receive instructions from you.

How do I vote?

StockholdersThe affirmative vote of Record: Shares Registered in Your Name

As an alternative to voting in personthe holders of a plurality of votes properly cast on the proposal at the Annual Meeting, stockholders whoseannual meeting is required for the election of directors(Proposal 1). Stockholders may not cumulate votes in the election of directors.Proposals 2 and 3 require the approval of the holders of a majority of votes properly cast on the proposal. Abstentions and brokernon-votes have no effect on the determination of whether a director nominee or any proposal has received a plurality or majority of the votes cast.

If the persons present or represented by proxy at the annual meeting constitute the holders of less than a majority of the outstanding shares areof common stock as of the record date, the annual meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

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Recommendations of the Board of Directors

The Odyssey Marine Exploration, Inc. Board of Directors recommends that you vote:

Voting via the Internet, by Telephone or by mail or telephone as described below:Mail

Registered Holders

		2017 Proxy Statement		1

		Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

		You can transmit your voting instructions up until 11:59 p.m. Eastern Time onJune 5, 2017, by telephone following the instructions on your Proxy Card.

If you would like to reduce the costs incurred by our Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

Beneficial Owners: Shares Held in “Street Name”

Ifare a “registered holder” (meaning your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A.), then you may vote either in person at the name of a bankannual meeting or brokerage firm (your record holder),by proxy. If you decide to vote by proxy, you may vote via the Internet, by telephone or by mail and your shares will be voted at the annual meeting in the manner you direct. For those registered holders who receive a notice regarding availabilitypaper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card or such holders can complete, sign, date and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials. For those stockholders who receive a Notice of proxy materials that will tell youInternet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access ouryour proxy materialscard, which contains instructions on how to vote via the Internet or by telephone or receive a paper proxy card to vote by mail. Telephone and Internet voting facilities for registered stockholders of record will close at 11:59 p.m. (EDT) onJune 04, 2018.

If you return a signed proxy card on which no directions are specified, your shares will be votedFOR each of the three proposals.

Beneficial Owners

If, like most stockholders, you are a beneficial owner of shares held in “street name” (meaning a broker, trustee, bank, or other nominee holds shares on your behalf), you may vote in person at the annual meeting only if you obtain a legal proxy from the nominee that holds your shares and present it to the inspector of elections with your ballot at the annual meeting. Alternatively, you may provide voting instructions to the nominee that holds your broker overshares by completing, signing and returning the Internet. It will also tellvoting instruction form that the nominee provides to you, howor by using telephone or Internet voting arrangements described on the voting instruction form, the Notice of Internet Availability of Proxy Materials or other materials that the nominee provides to request a paper or e-mail copy of our proxy materials.you.

Note to Beneficial Owners: Under applicable laws, a bank, broker or nominee has the discretion to vote on routine matters, including the ratification of the independent registered public accounting firm. Securities and Exchange Commission rules do not permit a bank, broker or nominee to vote on behalf of beneficial owners with respect tonon-routine matters, such as the election of directors and the advisory vote to approve our named executive officer compensation and the non-binding advisory vote to determine the frequency of future advisory votes on executive compensation. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposals on which your broker does not have discretionary authority to vote. If you hold shares through a bank or brokerage firm and wish to be able to vote in person at the Annual Meeting, you must obtain a “legal proxyproxy”” from your brokerage firm, bank or other holder of record and present it to the Inspector of Elections with your ballot. Stockholders who have elected to receive the proxy materials electronically will receive ane-mail on or aboutApril 27, 2017,26, 2018, with information on how to access stockholder information and instructions for voting.

Can IElectronic Delivery

Stockholders who have elected to receive our 2018 proxy statement and 2017 annual report to stockholders electronically will receive an email on or aboutApril 26, 2018 with information on how to access stockholder information and instructions for voting.

If you received your Notice of Internet Availability of Proxy Materials or all of your annual meeting materials by mail, we encourage you to sign up to receive your stockholder communications electronically. Email delivery benefits the environment and saves us money by reducing printing and mailing costs. With electronic delivery, you will be notified by email as soon as the annual report on Form10-K and proxy statement are available on the Internet, and you can submit your stockholder votes online. Your electronic delivery enrollment will be effective until you cancel it. If you are a registered holder,visitwww-us.computershare.com/Investor to create a login and to enroll. If you hold your Company stock through a bank, broker or other nominee, please refer to the information provided by that entity for instructions on how to elect to view future proxy statements and annual reports over the Internet and how to change my vote after submitting a proxy?your elections.

Changing or Revoking Your Proxy

You may revoke or change a previously delivered proxy at any time before the Annual Meetingannual meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to Odyssey’s corporate secretaryour Corporate

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Secretary at our principal executive offices before the beginning of the Annual Meeting.annual meeting. You may also revoke your proxy by attending the Annual Meetingannual meeting and voting in person, although attendance at the Annual Meetingannual meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm,in “street name,” you must contact the nominee that bank or brokerage firmholds the shares on your behalf to revoke any prior voting instructions. You also may also voterevoke any prior voting instructions by voting in person at the Annual Meetingannual meeting if you obtain a “legal proxy” as described above.

Regardless of how your shares are held and whether or not you planAdmission to attend the Annual Meeting we encourage you to vote by proxy to ensure that your vote is counted. Please note that you may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

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Information about attending the Annual Meeting.

If you plan to attend the Annual Meeting, please bring the following:

Acceptable Proof of Ownership is (a) a letter from your broker stating that you owned Odyssey Marine Exploration, Inc. stock on the record dateApril 13, 2017,2018, or (b) an account statement showing that you owned Odyssey Marine Exploration, Inc. stock on the record date.

Street Name means your shares are held of record by brokers, banks or other nominees.

What is the voting requirement to approve each of the proposals?Voting Results

The election of directors requires the affirmative vote of a plurality of the votes cast by shares represented in person or by proxy and entitled to vote for the election of directors. This means that the nominees receiving the most votes from those eligible to vote will be elected. You may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Accordingly, votes withheld as to the election of directors will not affect the election of the candidates receiving the plurality of votes.

The affirmative vote of a majority of the votes properly cast at the Annual Meeting is required. Because your vote is advisory, it will not be binding on the Board or the Company; however, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

The option of – one, two or three years – that receives the greatest number of votes will be the frequency that stockholders approve.

The affirmative vote of a majority of the votes properly cast at the Annual Meeting is required to approve this proposal. Broker discretionary voting is allowed. Abstentions will not affect the outcome of this proposal.

Proposals 1, 2 and 3 arenon-routine matters, and, absent instructions from you, the bank, broker or other nominee maynot vote your shares at all, and your shares will be considered broker non-votes. Proposal 4 is a routine matter, and your bank, broker or other nominee may vote your shares at its discretion.

The affirmative vote of the majority of the votes properly cast at the Annual Meeting, assuming a quorum is present, is necessary for the approval of other business. For other business, as may properly come before the Annual Meeting or at any and all adjournments thereof, broker non-votes are not included in the vote totals. If you grant a proxy, the persons named as proxy-holders will have the discretion to vote your shares on any additional business properly presented for a vote at the Annual Meeting. We are not aware of any other business to be acted upon at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Inspector of Elections and will be subsequently disclosed in a Form8-K filing with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.

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PROPOSAL NO. 1 : ELECTION OF DIRECTORS

Nominees for Election at this Annual Meeting

The Board of Directors currently consists of six membersdirectors standing for election to the Board at the Annual Meeting. The Board of Directors recommends the election as directors the six nominees listed below. Each of the nominees is currently a director of the Company. The persons named as “Proxies” in the form of Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the stockholders returning such proxies. If at the time of the Annual Meeting any of the nominees named below should be unable to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors.

The classified board structure required by the Stock Purchase Agreement, dated March 11, 2015, among the Company, Minera del Norte, S.A. de C.V. (“MINOSA”), and Penelope Mining LLC (“Penelope”),( the “Stock Purchase Agreement”) more fully described in the Proxy Statement filed with the Securities and Exchange Commission on April 21, 2015, has been approved by our stockholders, but has not been implemented via an amendment to our Articles of Incorporation. The classified board structure is to be implemented as a condition to the initial closing of the Stock Purchase Agreement, which has not yet occurred. In the event the initial closing occurs and the classified board structure is implemented by the Company, each director nominee, if elected, will serve in the class designated for each below. It is anticipated that Mr. Sawyer would resign from the Board of Directors upon the initial closing to create a vacancy which the Company expects would be filled by a person selected by Penelope.

The table below sets forth the name and age of each nominee for director, indicating all positions and offices with the Company presently held; the period during which each person has served as a director; any additional directorships with public companies; the class which each nominee shall serve under if elected and the classified board structure is implemented, and the expiration of the term of such director if classified board structure is implemented. If the classified board structure is not implemented, the term of each director shall end at the next Annual Meeting of Stockholders and until their successors are elected and qualified or until the earliest of their death, resignation or removal.

Class I Directors – Terms Expiring at the 2019 Annual Meeting

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Class II Directors – Terms Expiring at the 2020 Annual Meeting    

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Class III Directors – Terms Expiring at the 2021 Annual Meeting    

There are no family relationships among any of the directors or the executive officers of the Company.

JAMES S. PIGNATELLI Age75 Director since June 2015		2017 Proxy Statement		5 Key Qualifications The Board recognizes that Mr. Pignatelli previous positions as a chief executive officer, board chairman and his services on the board of directors of other companies allow him to bring his broad knowledge of business to the Board and the company. Mr. Pignatelli has significant management, operations, and financial experience and expertise.

The affirmative vote of the holders of a plurality of votes properly cast on the proposal at the annual meeting is required for the election of directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a voteFOR the nominees named above.

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following sets forth biographical information as to the business experience of each of the Company’s executive officers and nominees for director for at least the last five years.

Directors

John C. Abbott joined Odyssey’s board in June 2015 and was appointed as Chairman of the Audit Committee in June 2016 and has been a Director since June 2015.2016. He is the Chief Financial Officer of Altos Hornos de Mexico, S.A.B de C.V. (“AHMSA”), parent company of MINOSA. Previously, Mr. Abbott served as Chief Executive Officer of MeetMe, Inc. (Nasdaq: MEET), a leading U.S. social network for meeting new people. Mr. Abbott served as Chairman of MeetMe’s Board of Directors from February 2009 until June 2016. From 1992 to 2005, Mr. Abbott held several positions within J.P. Morgan’s Latin America Mergers & Acquisitions team, working in both New York and Sao Paulo. Mr. Abbott earned his B.A. degree in History from Stanford University and M.B.A. from Harvard Business School.

Mark D. Gordon has been a Director since January 2008. He served as President and Chief Operating Officer from October 2007 until October 2014 and was appointed President and Chief Executive Officer in October 2014. He has been a Director since 2008. Mr. Gordon was named Executive Vice President of Sales in January 2007, in which capacity he was responsible for the Attraction, Business Development and Retail Merchandising operations for the Company. He joined the Company in June 2005 as Director of Business Development. Prior to joining Odyssey, Mr. Gordon started, owned, and managed four different entrepreneurial ventures from 1987 to 2003, including Synergy Networks, which he founded in 1993 and served as Chief Executive Officer until September 2003, when the company was sold to the Rockefeller Group. He continued to serve as President of Rockefeller Group Technology Services Mid Atlantic, a member of Rockefeller Group International, until December 2004. Mr. Gordon received a B.S. degree in Business Administration in 1982 and an M.B.A. degree in 1983 from the American University.

Mark B. Justh joined Odyssey’s Board in July 2013 and was appointed as Lead Director in June 2014.2015. He also served as the Chairman of the Audit Committee from June 2014 to June 2016. Mr. Justh served as Managing Director at J.P. Morgan, Hong Kong, for over ten years. Prior to that, Mr. Justh was a Partner at HPJ Media Ventures/DeNovo Capital from 2000 to 2002, where he managed a $25 million fund that made private investments in media properties. From 1994 to 2000 he was a Vice President at Goldman Sachs International responsible for Institutional Equity Sales coverage of Switzerland and France for U.S. equity products. Mr. Justh earned his A.B. degree in Economics from Princeton University, his M.S. of Real Estate Finance from New York University and his M.B.A. degree from INSEAD (France). Mr. Justh was also honorably discharged from the U.S. Army Reserve as a First Lieutenant in the Medical Service Corps.

James S. Pignatelli was elected a Director in June 2015. Mr. Pignatelli was Chairman of the Board, Chief Executive Officer and President of Unisource Energy Corporation, an electric utility holding company, and Chairman of the Board, Chief Executive Officer and President of Tucson Electric Power Company, its principal subsidiary, from July 1998 until his retirement in January 2009. Previously he served those companies as Senior Vice President and Chief Operating Officer. Mr. Pignatelli served as a director of Electro Rent Corporation, one of the largest global organizations devoted to the rental, lease and sale of new and used electronic test and measurement equipment, from 2002 until August 2016 and serves on the Board of Directors of Altos Hornos de Mexico, S.A. and Blue Cross-Blue Shield of Arizona. Mr. Pignatelli holds a B.A. in Accounting from Claremont Men’s College and a J.D. from the University of San Diego.

Jon D. Sawyerjoined the Board of Directors in November 2009 and has served as chairman of the Governance and Nominating Committee since June 2015 and the Compensation Committee since March 2011. He also served as chairman of the Governance and Nominating Committee from June 2010 to June 2011. Mr. Sawyer opened his own securities law firm in January 2014 in Denver, Colorado.Colorado, and he retired from his securities law practice in January 2018. Prior to that he was a practicing securities lawyer with the firm of Jin, Schauer & Saad, LLC in Denver, Colorado, where he worked sincefrom March 2009.2009 until December 2013. He started his securities law career working for the Denver Regional Office of the Securities and Exchange Commission as a trial attorney from 1976 to 1979. He worked the next 27 years practicing securities law in private practice, and during this time he served as securities counsel for Odyssey from 1997 to 2006. He was a partner with the Denver law firm of Krys, Boyle, P.C. from November 1996 until June 2007. From June 2007 until March 2009 he was aco-owner and worked full time in various capacities including President and general counsel for Professional Recovery Systems, LLC, a privately held financial services firm engaged in the business of purchasing, selling and collecting portfolios of consumercharged-off debt.

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Gregory P. Stemm was appointed as Chairman of the Board of Directors in October 2014. Mr. Stemm began providing advisory services to Odyssey in October 2014 and consulting services in December 2015. These services include actively seeking out and presenting to Odyssey new business opportunities, projects, and relationships that are expected to result in strategic value or revenue streams in Odyssey’s core business of shipwreck and mineral exploration; providing strategic planning and advice; providing project management, as requested; and such other services as Odyssey’s board of directors or chief executive officer may request from time to time. Previously at Odyssey, he served as Chief Executive Officer from January 2008 to October 2014 and as Chairman from 2008 to 2010. He also served asCo-Chairman from 2006 to 2008 and as a Director and Executive Vice President since May 1994. During that

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this time he was responsible for research and operations on all shipwreck projects. Mr. Stemm has extensive experience in managing shipwreck exploration operations since entering the field in 1986, including deep-ocean search and robotic archaeological excavation on a number of projects. He also led the company’s move into the ocean minerals business and was responsible for development of the strategy that has led to the Don Diego phosphate project as well as a number of other mineral projects that the company is currently working on. He has played a leadership role in the development of the ocean mining business and currently sits on the Board of Directors and is President-elect of the International Marine Minerals Society, the oldest and largest international organization whose mission is to promote the field of ocean mineral science, research and commerce.

Officers

Laura L. Barton (age 55)(age 56) was appointed as Secretary in July 2015 in addition to her position as Executive Vice President and Director of Communications, which she has held since June 2012. She formerly served as Vice President of Communications from November 2007 to June 2012. With over 3035 years of marketing, advertising, PR and media experience, Ms. Barton directs communications and content development for the Company. Previously, Ms. Barton served as Director of Corporate Communications and Marketing for Odyssey since July 2003. During her tenure, 17 hours of primetime television programming detailing the Company’s projects were produced for PBS, National Geographic, Discovery Channel and C5, and national promotions were conducted with Walt Disney Pictures for two theatrical releases. From June 1994 to July 2003, she was President of LLB Communications, a marketing and communications consulting company that served a variety of broadcast networks, stations and distributors as well as Odyssey. She also taught as an adjunct instructor at the University of South Florida. Prior to founding LLB Communications, Ms. Barton served in various management, marketing, publicity and creative services positions in local and network television since 1983. Ms. Barton received a B.A. degree in Mass Communication from the University of South Florida.

John D. Longley (age 50)51) was appointed Chief Operating Officer in October 2014. Previously, Mr. Longley served as Senior Vice President since 2012 and Director of Business Operations since 2005 when he joined the Company. With over 25 years of marketing and business strategy experience, he has been integral in growing the Company’s business opportunities, including its attractions,in the monetization ofsubsea mineral category monetizing valuable shipwreck finds and exploring new deep-ocean opportunities that utilize Odyssey’s core competencies. Mr. Longley had an instrumental role in executing major marketing programs and projects at Odyssey. Following theGairsoppa silver recovery operations, Mr. Longley led the program to monetize the 110 tons of shipwreck silver bullion recovered. Mr. Longley also orchestrated the development of Odyssey’s distribution network for shipwreck coins and collectibles. Additionally Mr. Longley has led initiatives underpinning the development of the Don Diego phosphate project.

Jay A. Nudi (age 53)54) was appointed Chief Financial Officer in June 2017 after serving as Interim Chief Financial Officer insince June 2016 and2016. He has served as Treasurer since June 2010 and Principal Accounting Officer of the Company since January 2006. Mr. Nudi joined the Company in May 2005 as Corporate Controller and has over 35 years of accounting and management experience. Mr. Nudi is a certified public accountant. Prior to joining the Company, Mr. Nudi served as Controller for The Axis Group in Atlanta where he began in 2003. The Axis Group provides logistic solutions and services to the automotive industry. From 2001 to 2003, he served as a consultant to various companies on specific value-added tasks. From 2000 to 2001, Mr. Nudi was Director of Financial Reporting for OneSource, Inc., a leading provider of facilities management. From 1997 to 2000, he served as Corporate Controller for Acsys, Inc., a national recruiting firm that was publicly held until it was acquired in 2000. Mr. Nudi received a B.S. degree in Accounting from Pennsylvania State University in 1985.

There are no family relationships among any of the directors or the executive officers of the Company.

		2017 Proxy Statement		7

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CODE OF ETHICS

The Company has adopted aCode of Ethics

We have adopted a Code of Ethics that applies to among others, itsour directors, officers and employees, including our principal executive officer, principal financial andofficer, principal accounting officers,officer and other persons if any, performing similar functions. OurA copy of the Code of Ethics can be obtained, without charge,found by written request to the Chief Financial Officer at the Company’s address and is postedclicking on the Company’s Internet web site (Investors section of our website,http://odysseymarine.comwww.odysseymarine.com).

CORPORATE GOVERNANCE

Board of Directors and Executive Officers

TheDuring the fiscal year ended December��31, 2017, our Board of Directors held four regularthree meetings and one special meeting and fourtwo executive sessions of independent directors during the fiscal year ended December 31, 2016.directors. In addition to these, there were twofour special committee sessions comprised of members who are independent from Altos Hornos de Mexico, S.A. Each director standing for election attended at least 75% of the aggregate number of meetings held by the Board of Directors, its committees and its private sessions during the time each such Director was a member of the Board or of any committee of the Board, except for Mr. Abbott who attended 74%63% of the aggregate number of meetings.

Directors standing for election are expected to attend the Annual Meeting. All of the six directors standing for election at the 20162017 Annual Meeting attended that meeting.

Except as otherwise provided in an employment agreement, executive officers are appointed by the Board of Directors to hold office until the next Annual Meeting of the Company, which willis expected to be held June 6, 2017.5, 2018. There are no known arrangements or understandings between any director or executive officer and any other person pursuant to which any of the above-named executive officers or directors was selected as an officer or director of the Company. With respect to each of the above-named executive officers and directors, none of the events enumerated in Item 401(f)(1)-(8) of RegulationS-K of under the Exchange Act occurred during the past ten years.

Board Leadership Structure

Chairman/Chief Executive Officer

OurUnder our Corporate Governance Guidelines, our Board does not have a policy regarding whether the roles of Chairman and Chief Executive Officer should be separate because our Board believes it is in the best interests of our Company to retain the flexibility to have a separate Chairman and Chief Executive Officer or, if circumstances dictate, to combine the roles of Chairman and Chief Executive Officer.

Our current leadership structure is comprised of anon-independent director serving as Chairman of the Board (Greg(Gregory P. Stemm), an independent director serving as Lead Director (Mark B. Justh), a Company employee serving as Chief Executive Officer and President (Mark D. Gordon), and strong, active independent directors serving on and chairing our Board committees. We believe that this structure is appropriate for the Company because it allows one person, our Chief Executive Officer, to concentrate on theday-to-day operations of the Company and to speak for and lead the Company, while providing for effective oversight by an independent Lead Director, Chairman and Board. The Lead Director is responsible for the strategic operations of the Board and sets the agenda for and presides over Board meetings. We believe our Chief Executive Officer is in the best position to lead Odyssey and the management team forward in deep-ocean exploration, mineral exploration, shipwreck contract services, marine survey and exploration charter services. Our Lead Director is in the best position to focus the Board’s attention on the broader issues of corporate governance and risk management. We believe that splitting the roles of Chairman and Chief Executive Officer and adding an independent Lead Director maximizes the effectiveness of our management and governance processes to the benefit of our stockholders.

Executive Sessions

Our independent directors meet regularly in executive session without employee-directors or other executive officers present. The Lead Director presides at these meetings. In 2016,During 2017, the independent directors met two times in executive sessions.

Risk Oversight

It is management’s responsibility to manage risk and bring material risks to the attention of the Board of Directors. Risk assessment and oversight is a key function of our Board of Directors. In plenary meetings of the Board, risk assessment and oversight issues are a frequent topic of discussion and action. Because of its significance, the task of risk assessment and oversight is operationally shared by Management, the Audit Committee and the Governance and Nominating Committee. Because of the small size of the Company’s Board and its current operating practices, there is no separate Board committee for compliance or risk oversight.

During 2017, the CFO, CEO and COO met with an independent consultant to consider a revised Enterprise Risk Assessment process that includes setting objectives, identifying and prioritizing risk and developing responses to those risks. The four times.

		2017 Proxy Statement		8

8    ^{Odyssey Marine Exploration, Inc.—2018 Proxy Statement}

A report was presented to the Board that included goals that should be achieved to reach the four objectives listed, the potential risks to achieving each of these goals and potential internal responses if those risk factors were to happen.

During 2017, we concluded that the Company’s incentive compensation plans are not structured toward performance measures that would encourage risk-oriented activities by officers and key employees.

Board Diversity

The Company understands and appreciates that a Board of Directors, consisting of individuals with diverse personal characteristics, experiences, skills, and attributes, contributes positively to corporate governance and enhancing stockholder value. Although the Company has no express diversity policy in the identification of nominees for director, diversity is just one of many factors, none of which are assigned any particular weight that the Board of Directors considers in identifying candidates. Further qualifications are written in the Charter and Guidelines of the Governance and Nominating Committee.

Service on Other BoardsIndependence of DirectorsBoard Committee Members

OurThe Company currently has four directors, John C. Abbott, Mark B. Justh, James S. Pignatelli and Jon D. Sawyer who are independent directors as defined in Section 5605 of the listing standards of the NASDAQ Stock Market. The Board of Directors believesaffirmatively determined, from its review of the completed Directors and Officers Questionnaires, that each director of the Company should be allowedcurrent independent directors nominated for election at the Annual Meeting continues to sit onmeet the board of not more than two publicly traded for-profit companies withoutstandards for independence under NASDAQ Rules 5605(a)(2), 5605(d)(3), and 5605A(d),IM-5605A-6, and Rule10A-3(b)(1)(ii)(A) under the prior approval of the Board of Directors. It is the position of the Board that approval of a director to sit on more than two boards simultaneously while sitting on Odyssey’s Board will be limited to special circumstances, provided that the arrangement will not interfere with the director carrying out the duties to the Board of the Company. None of our Directors currently sits on the board of more than two publicly traded companies.Exchange Act.

The Unaffiliated Director Proposal

At the annual meeting of stockholders held on June 9, 2015, the stockholders approved an amendment to our articles of incorporation to provide that each director of the Company who is not an officer, employee or other member of management of the Company, and each agent and affiliate thereof, will have the right: (a) to directly or indirectly engage in any activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries, (b) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, and (c) not to present potential transactions, matters, or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for himself or herself, and to direct any such opportunity to another person (the “Unaffiliated Director Proposal”). This proposal is to be implemented as a condition to the initial closing of the Purchase Agreement which has not yet occurred. As a result, this provision has not yet been implemented.

IndependenceService on Other Boards of Board Committee MembersDirectors

The Company currently has four directors, John C. Abbott, Mark B. Justh, James S. Pignatelli and Jon D. Sawyer who are independent directors as defined in Section 5605 of the listing standards of the NASDAQ Stock Market. TheOur Board of Directors affirmatively determined, from its reviewbelieves that each director of the completed Directors and Officers Questionnaires, that eachCompany should be allowed to sit on the board of not more than two publicly tradedfor-profit companies without the current independent directors nominated for election atprior approval of the Annual Meeting continues to meet the standards for independence under NASDAQ Rules 5605(a)(2), 5605(d)(3), and 5605A(d), IM-5605A-6, and Rule 10A-3(b)(1)(ii)(A) under the Exchange Act.

Risk Oversight

Risk assessment and oversight is a key function of our Board of Directors. In plenary meetingsIt is the position of the Board risk assessment and oversight issues arethat approval of a frequent issue of discussion and action. Because of its significance, the task of risk assessment and oversight is operationally shared by Management, the Audit Committee and the Governance and Nominating Committee. Because of the small size of the Company’sdirector to sit on more than two boards simultaneously while sitting on Odyssey’s Board and its current operating practices, there is no separate Board committee for compliance or risk oversight.

During 2016, we were focused on managing our two primary risks, raising capitalwill be limited to fund our operations and maintaining our NASDAQ listing. During 2016, we completed changes in our business as discussed elsewhere in our Form 10-K, including consolidating equipment from the two ships we previously operated into fly-a-way systems and billing out over 200 days of contract work with these systems while at the same time making significant cuts to our operating costs. We generated over $4.6 million in revenue during 2016, but we continued to need additional financing, and we successfully raised $7.8 million through the issuance of notes and loans during the year.

During 2016, we concludedspecial circumstances, provided that the Company’s incentive compensation plansarearrangement will not structured toward performance activities which would encourage risk-oriented activities by officers and key employees.

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Annual Board Self-Assessments

In interfere with the best interest ofdirector carrying out the Company and its stockholders,duties to the Board of Directors normally performs an annual assessment in which the Board members review and assess each director, the Board’s function itself and its committees. This evaluation is usually completed shortly after the end of the year. This year, the Board made the decision to suspend going through the formal evaluation process for one year because the Company has no new executive officers or directors since the evaluation process was undertaken last year and the board members are more focused on working on other issues which are more significant to the success of the Company. In addition, the board members generally believe that the board collectively and the board members individually (including the two most recently appointed directors who have beenNone of our Directors currently sits on the board for over one and one-half years) are performing slightly betterof more than the prior year simply based on the experience of working together for another year.two publicly traded companies.

In 2016, the Board helped guide management in naming an Interim Chief Financial Officer to assume additional duties when one full time position was eliminated as a cost-cutting strategy. The Board also was instrumental in overseeing operational cost cutting while maintaining and restructuring offshore operational capability with the new fly-away systems replacing fixed vessel operations. During 2015 the Board also helped manage the Chief Executive Officer transition and consulting agreement with the outgoing Chief Executive Officer which ensured retention of critical capabilities.

Director Stock Ownership Policy

TheTo further establish the link between our directors and stockholder interests, the Board of Directors adopted a Director Stock Ownership Policy in 2013 to ensure that the ongoing interest of our directors is in alignment with those of our stockholders.2013. The policy requires each director, within five years of the applicable date, to hold an amount of our common stock valued at four times the amount of the annual retainer for the year the policy first applies to them. Our directors have all increased their beneficial ownership holdings by accepting common stock and stock options in lieu of cash compensation for retainers and services and continue to advance towards these ownership requirements.

Clawback PolicyAnnual Board Self Assessments

In the best interest of the Company and its stockholders, the Board of Directors normally performs an annual assessment in which the Board members review and assess each director, the Board’s function itself and its committees. This evaluation is usually completed shortly after the end of the year. The directors adopted a Clawback Policy in 2013 that applies to performance-based compensation linked to ourlatest annual assessment was completed during January 2018 and reported financial results. Under this policy,on during the March 2018 Governance and Nominating Committee meeting. During 2017, the Board assisted management in the event we aredevelopment of inventive funding and management strategies required to preparekeep management operating at a high level while enduring an accounting restatement dueextended regulatory approval process for the Company’s phosphate deposit. The Board also worked with management to material noncompliance with any financial reporting requirement under the securities laws, we may, at the discretiondevelop a new method of the Compensation Committee, seek to recover from anyawarding incentive executive officer who received cash-based or equity-based incentive compensation during the three-year period preceding the date on which we are required to prepare an accounting restatement, the amount by which such person’s cash-based or equity-based incentive compensation for the relevant period exceededCompany’s officers and directors in order to keep them incentivized at a time when the lower payment that would have been made based onCompany needed its cash for operations and the restated financial results.stock option plan had a very limited number of shares available.

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Committees of the Board

TheWe have three standing committees of our Board of Directors arecommittees: the Audit Committee,Committee; the Compensation CommitteeCommittee; and the Governance and Nominating Committee. The table below provides current membership for eachEach of these committees.committees has a written charter approved by the Board of Directors. A copy of each charter can be found by clicking on the Investors section of our website,www.odysseymarine.com.

Indicates:  (C) Chairperson  (I)Independent Director (✔)Member(*)Audit Committee Financial Expert

Name		2017 Proxy Statement Audit Committee		10Compensation Committee		Governance & Nominating Committee
John C. Abbott		<		🌑		🌑
Mark B. Justh		🌑		🌑		🌑
James S. Pignatelli		🌑		🌑		🌑
Jon D. Sawyer		🌑		<		<

Governance and Nominating Committee

The Governance and Nominating Committee Charter and Guidelines were adopted in May 2006 and have been reviewed, amended and updated by the Board of Directors from time to time as necessary. The Charter was last amended by the Board of Directors in March 2015. The Governance Committee Charter and Guidelines received its annual review during MarchNovember 2017, which resulted in no changes to the charter. A copy of theGovernance and Nominating Committee Charter and Guidelines is available on our web sitewebsite at (http://(odysseymarine.comwww.odysseymarine.com).

The Governance and Nominating Committee presently consists of John C. Abbott, Mark B. Justh, James S. Pignatelli and Jon D. Sawyer.Sawyer (Chairman). The purpose of the committee is to provide assistance to the Board of Directors in fulfilling its responsibility with respect to oversight of the appropriate and effective governance of the Company including (i) identification and recommendation of qualified candidates for election to its Board of Directors and its committees; (ii) development and recommendation of appropriate corporate governance guidelines for the Company; (iii) recommendation of appropriate policies and procedures to ensure the effective functioning of the Board of Directors; (iv) recommendations regarding the appointment of corporate officers and the adoption of appropriate processes to ensure management succession and development plans for the principal officers of the Company and its key subsidiaries; and (v) recommendations regarding proposals submitted by stockholders of the Company. During the fiscal year ended December 31, 2016,2017, the committee held two meetings.

The nomination process for incumbent members of the Board consists of an annual review by the committee in which the committee reviews each member’s (i) ability and willingness to continue service on the Board; (ii) past performance as a member of the Board; and (iii) continued Board eligibility and independence. If a director vacancy arises, the committee shall seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or for election at the stockholders’ annual meeting. A director nominee shall meet the director qualifications as determined by the Board from time to time, including that the director nominee possesses personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s stockholders. The committee uses a Director Nomination FormNominationForm and Corporate Director Questionnaire to assess the background and qualification of prospective candidates.

A candidate may be nominated for appointment or election to the Board by the committee or by a stockholder who has continuously held for at least one year by the date it submits the proposal at least $2,000 market value or one percent, whichever is less, of the Company’s shares. Stockholders who wish to recommend persons to the committee for the 20182019 Annual Meeting should submit a letter addressed to the Chairman of the Governance and Nominating Committee no later than December 28, 2017,2018, that sets forth the name, age, and address of the person recommended for nomination; the principal occupation or employment of the person recommended for nomination; a statement that the person is willing to be nominated and will serve if elected; and a statement as to why the stockholder believes that the person should be considered for nomination for election to the Board of Directors and how the person meets the criteria to be considered by the committee described above.

Compensation Committee

The Compensation Committee presently consists of Mark B. Justh, John C. Abbott, James S. Pignatelli and Jon D. Sawyer (Chairman), all of whom are independent directors as defined in Section 5605 of the listing standards of the NASDAQ Stock Market. The Compensation Committee Charter was adopted by the Board of Directors in April 2005 and has been reviewed, amended and updated by the Board from time to time as necessary. The Charter is reviewed annually and was last amended by the Board in March 2015, with no changes recommended during its 2017March 2018 review. A copy of the Compensation Committee Charter is available on the Company’s web sitewebsite at (http://(odysseymarine.comwww.odysseymarine.com). The Compensation Committee reviews and recommends to the Board compensation plans, policies and benefit programs for employees including stock options, distribution of stock in any form, incentive

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awards and termination agreements. The Committee reviews the compensation arrangements for our executive officers and directors and makes recommendations to the Board. The Committee may form, and where legally permissible, may delegate authority to, subcommittees when the Committee deems it appropriate or desirable to facilitate the operation or administration of the plans or programs. Where legally permissible the Committee may also delegate authority to committees consisting of employees when the Committee deems it appropriate or desirable for the efficient administration of employee compensation and benefit plans. During the fiscal year ended December 31, 2016,2017, this Committee held three regular meetings.

The Compensation Committee will also consider the annualnon-binding stockholder vote on executive compensation in setting executive compensation each year. At our 2017 annual meeting, this proposal received a vote of over 95% of the votes cast in favor of approving our executive compensation for 2016.

		2017 Proxy Statement		11

Audit Committee

The Audit Committee presently consists of John C. Abbott, Chairman, Mark B. Justh, James S. Pignatelli and Jon D. Sawyer, who are independent directors (as defined in Section 5605 of the listing standards of the NASDAQ Stock Market and also meet the independence standards of SEC Rule10a-3(b)(1)). Mr. Abbott serves as the Audit Committee Financial Expert. The Audit Committee assists the Board of Directors in fulfilling its responsibilities to stockholders concerning the Company’s financial reporting and internal controls. It also facilitates open communication between the Audit Committee, the Board, Odyssey’s independent registered public accounting firm and management. The Audit Committee is responsible for reviewing the audit process and evaluating and retaining the independent registered public accounting firm. The independent registered public accounting firm meets with the Audit Committee to review and discuss various matters pertaining to the audit, Odyssey’s financial statements, the report of the independent registered public accounting firm on the results, scope and terms of their work, and their recommendations concerning the financial practices, controls, procedures and policies employed by Odyssey. The Audit Committee is charged with the treatment of complaints for the confidential, anonymous submission by Odyssey employees regarding potential questionable accounting or auditing matters. The Audit Committee has a written charter outlining its duties, responsibilities and practices it follows.

The Audit Committee Charter was adopted in January 2003 and has been reviewed, amended and updated by the Board from time to time as necessary. The Charter and the accompanying Responsibilities Checklist are reviewed annually and were last amended by the Board in March 2015 with no changes recommended during its 2017 review.recent review in March 2018. A copy of the Audit Committee Charter and Responsibilities Checklist is available on the Company’s web sitewebsite at (http://(odysseymarine.comwww.odysseymarine.com). During the fiscal year ended December 31, 2016,2017, the Audit Committee held nineeight meetings: fivefour executive meetings with the independent registered public accounting firm without management, and four regular Audit Committee meetings in which all aspects of its oversight role were discussed. The report of the Audit Committee is included in this Proxy Statement.

Audit Committee Financial Expert

The Board of Directors has determined that John C. Abbott is an “audit committee financial expert” as defined in Item 407(d)(5) of RegulationS-K. After careful review of his Director and Officer Questionnaire and given his experience the Board made its determination that Mr. Abbott has the attributes of an audit committee financial expert after carefully considering his education, experience, expertise, and other relevant qualifications.

Report of theOf The Audit Committee

The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight of the quality and integrity of accounting, auditing and reporting. The role of the Audit Committee includes appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm, approving and reviewing fees of the independent registered public accounting firm, evaluating the accounting policies and internal controls, reviewing compliance with the U.S. Foreign Corrupt Practices Act and UK Bribery Act, reviewing significant financial transactions, and reviewing compliance with significant applicable legal, ethical and regulatory requirements. Although the full Board of Directors has the ultimate authority for effective corporate governance, including the oversight of corporate management, the Audit Committee’s role also includes inquiring about significant risks, reviewing risk management, and assessing the steps management has taken to mitigate or control these risks.

ManagementOur management is responsible for the preparation, presentation and integrity of Odyssey’s consolidated financial statements, accountingour internal controls and financial reporting principles,process; the purpose of the audit committee is to assist the Board of Directors in its general oversight of our financial reporting, internal controls over financial reporting, and disclosure controlsaudit functions. The audit committee operates under a written charter adopted by the Board of Directors. A copy of the charter, which outlines the duties, responsibilities and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of Odyssey’s system of internal controls.practices can be found on our websitewww.odysseymarine.com. The Audit Committee, in fulfilling its oversight responsibilities, reviewed with management and the independent registered public accounting firm the audited financial statements and the footnotes thereto in the Company’s quarterly reports on Form10-Q and the annual report on Form10-K for the fiscal year ended December 31, 2016. The Committee discussed with management and the outside auditors, qualitative aspects of financial reporting in the accounting principles, the reasonableness of significant judgments and estimates, and the clarity of the disclosures in the financial statements to the stockholders.2017.

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The Company’s outside independent registered public accounting firm, Ferlita, Walsh, Gonzalez & Rodriguez, P.A., is responsible for performing an independent audit of Odyssey’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB) and expressing an opinion on the conformity of the Company’s financial statements in accordance with generally accepted accounting principles (GAAP) accepted in the United States (GAAP).States. The Audit Committee reviewed and

^{Odyssey Marine Exploration, Inc.—2018 Proxy Statement}    11

discussed with the independent registered public accounting firm their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed by the Audit Committee with the Company’s independent registered public accounting firm under Statement on Auditing Standards 61, as amended (AICPA, Professional Standards Vol. 1, AU Section 380), and as adopted by the PCAOB in Rule 3200T. The Company’s independent registered public accounting firm has expressed the opinion that the Company’s audited financial statements conform, in all material respects, to accounting principles generally accepted in the United States and included a going concern paragraph at the end of the unqualified audit opinion. The independent registered public accounting firm has full and free access to the Audit Committee.

The Audit Committee met with management and Ferlita, Walsh, Gonzalez & Rodriguez, P.A., our independent registered public accounting firm; a total of eight times during the year, four private executive meetings and four regular Audit Committee meetings, to discuss the adequacy of our internal controls, qualitative aspects of financial reporting in the accounting principles, the reasonableness of significant judgments and estimates, and the clarity of the disclosures in our financial statements

The Audit Committee recognizes the importance of maintaining the independence of Odyssey’s independent registered public accounting firm. The Company prohibits its auditors from performingnon-financial consulting services, such as information technology consulting or internal audit services. The Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

During the fiscal year ended December 31, 2016 The members of the Audit Committee fulfilled its dutieshave no financial or personal ties (other than equity ownership as described in this proxy statement) to Odyssey and responsibilities as outlined in its Charter. The Audit Committee held a total of nine meetings: five private executive meetingsall are “financially literate” and “independent” with respect to the independent registered public accounting firm without management, and four regular Audit Committee meetings in which all aspects of its oversight role were discussed. The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plan of the audit. The Audit Committee met with the independent registered public accounting firm to discuss the results of their audit, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.Company.

The Audit Committee has a formal policy to receive complaints from employees regarding internal controls or financial reporting matters. This whistleblower process is communicated to both employees and consultants and is monitored by the Audit Committee.

The members of our Audit Committee are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a Board-level oversight role in which it provides advice, counsel, and direction to management and to the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial and accounting matters. The Audit Committee has the authority to engage its own outside advisers, including experts in particular areas of accounting or legal counsel, as it determines appropriate, apart from counsel or advisers hired by management in order to assist in its performance and duties.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board and the Board has approvedof Directors that the audited consolidated financial statements be included in theOdyssey Marine Exploration, Inc.’s Annual Report on Form10-K for theits 2017 fiscal year ended December 31, 2016, for filing with the Securities and Exchange Commission. The Audit Committee selected Ferlita, Walsh, Gonzalez & Rodriguez, P.A., to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017, and is presenting the selection to the stockholders for ratification. The Audit Committee and Board of Directors are recommending that stockholders ratify this selection at the Annual Meeting.

Members of the Audit Committee

Mark B. Justh, James S. Pignatelli,

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Stockholder Communications with the Board of Directors

Stockholders wishing to contactmay communicate with the Board of Directors or specified members or committees of the Board should send correspondencethrough our Corporate Secretary by writing to the Corporate Secretary,following address: Odyssey Marine Exploration, Inc.,Inc Attention: Board of Directors, 5215 WestW. Laurel Street Tampa, Florida 33607. All communications received from stockholders of the CompanyOur Corporate Secretary will be forwardedforward all correspondence to the members of the Board of Directors, or to a specific Board member or committee if so designated by the stockholder.Directors. A stockholder who wishes to communicate with a specific Board member or committee should send instructions asking that the material be forwarded to the director or to the appropriate committee chairman.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table describes the beneficial ownership of certain beneficial owners and management of Odyssey Marine Exploration, Inc. common stock as of March 31, 2018, by each person known to us to beneficially own more than 5% of our common stock, each director, and each named executive officer listed in the “Summary Compensation Table,” and all current directors and executive officers as a group. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options and restricted stock units beneficially owned by that person that are exercisable or will be settled within 60 days following March 31, 2018.

Except as described below under “Certain Relationships and Related Party Transactions,” or as otherwise indicated in a footnote, all of the beneficial owners listed have, to our knowledge, sole voting, dispositive and investment power with respect to the shares of common stock listed as being owned by them. Unless otherwise indicated in a footnote, the address for each individual listed below is c/o Odyssey Marine Exploration, Inc., 5215 W. Laurel Street, Tampa, Florida 33607.

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Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2017, and Form 5 and amendments thereto furnished to the Company with respect to the fiscal year ended December 31, 2017, and certain written representations, no persons who were either a director, executive officer or beneficial owner of more than 10% of the Company’s common stock, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended December 31, 2017.

Securities Reserved For Issuance Under Equity Compensation Plans

On February 19, 2016, we implemented aone-for-twelve reverse stock split of our common stock. In the discussion below and throughout this Proxy Statement, all shares and share prices have been adjusted to reflect the reverse stock split.

The following table sets forth information about the Company’s common stock that was available for issuance under all of the Company’s existing equity compensation plans as of December 31, 2017:

Each outstanding stock option and stock unit may be settled in stock on aone-for-one basis. The weighted average exercise price excluding the 132,826 restricted stock units, which are issuable for no consideration when vested, is $16.72. The shares available for issuance under the 2015 Stock Incentive Plan are available for Incentive Stock Options,Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units and Stock Appreciation Rights. The 2015 Stock Incentive Plan expires on January 2, 2025, after which there can be no further grants or awards of the shares remaining in the plan. Options or awards then outstanding may be vested or exercised until they expire or terminate.

14    ^{Odyssey Marine Exploration, Inc.—2018 Proxy Statement}

NON-EQUITYCOMPENSATION OF OFFICERSPLAN

Cuota Appreciation Rights Plans

During 2017, there were no shares available in our stock incentive plans to issue long-term equity incentive awards to our executive officers and key employees or equity compensation to our independent directors. Also, covenants in the Stock Purchase Agreement prohibit the Company from issuing equity instruments through our compensation plans above the amounts already approved and issued. For this reason, the Compensation Committee looked to an alternate form of compensation that could be used as long-term incentive awards for executive officers and key employees and to compensate independent directors.

On August 4, 2017, the Company’s board of directors (the “Board”) adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights Plan (the “Key Employee CAR Plan”) and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights Plan (the “Director CAR Plan” and, together with the Key Employee Plan, the “Cuota Plans”). The Cuota Plans provide for the award of cuota appreciation rights (“CARs”) to eligible participants. A “cuota” is a unit of equity interest under Panamanian law, and the value of the CARs will be determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada (“Oceanica”), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica.

The Board will select the Company’s employees who will participate in the Key Employee CAR Plan. Directors of the Company who are not employees of the Company or any of its subsidiaries are eligible to participate in the Director CAR Plan. The purpose of the Cuota Plans is to provide deferred compensation to the participants.

The Board authorized the award of up to 750,000 CARs under the Key Employee CAR Plan and the award of up to 600,000 CARs under the Director CAR Plan. The terms of any CARs awarded under the Cuota Plans will be set forth in an award agreement between the Company and each participant, and the award agreement will set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for “cause” (as defined in the Cuota Plans).

On August 4, 2017, the Board granted 343,616 CARs under the Key Employee CAR Plan and 322,000 CARs under the Director CAR Plan. The table below shows information regarding CARs granted on August 4, 2017, to the Company’s Directors and named executive officers:

Each participant in the Cuota Plans will be entitled to be paid the value of such participant’s CARs upon the occurrence of a “payment event.” As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee CAR Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs will be based upon the difference between the fair value of the cuotas of Oceanica on the date of the award of the CARs and the fair value of the cuotas on the date of the payment event, in each case as determined by the Board in accordance with the provisions of the Cuota Plans.

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EXECUTIVE COMPENSATION AND DIRECTORSRELATED INFORMATION

Introduction

The Company is a “smaller reporting company” under Item 10 of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended, and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement.

This section details the objectives and design of our executive compensation program. It includes a description of the compensation provided in 2017 to our executive officers who are named in the Summary Compensation Table and listed below (“NEOs”):

Summary Compensation Table

The following table sets forth information regarding the compensation paid to or earned by the Company’s Chief Executive Officer (“CEO”) and each of the two other most highly compensated executive officers for services rendered to the Company and its subsidiaries for the fiscal years ended December 31, 20152016 and 2016.2017. These individuals, including the Chief Executive Officer,CEO, are collectively referred to in this proxy statement as the “Named Executive OfficersOfficers” (“NEO”NEOs”).

SUMMARY COMPENSATION TABLE

Name and Principal Position		Year				Salary				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity     Incentive Plan     Compensation ($)				All Other     Compensation     ($)				Total ($)
(1)														(2)				(3)								(4)
Mark D. Gordon, President and Chief Executive Officer			2016				$  371,875				$           -				$  517,345				$              -				$    290,591				$        973				$  1,180,784
			2015				$  350,000				$ 37,188				$  159,016				$  335,120				$    119,744				$        644				$  1,001,712
John D. Longley, Chief Operating Officer			2016				$  216,646				$           -				$  220,001				$              -				$    119,939				$        559				$     557,145
			2015				$  200,000				$   7,500				$    71,760				$  152,650				$      55,800				$        519	��			$     424,929
Jay A. Nudi, Interim Chief Financial Officer (5)			2016				$  177,697				$           -				$  193,692				$              -				$    105,597				$        471				$     477,457
			2015				$  154,000				$           -				$    37,440				$    80,230				$      48,741				$        405				$     320,816

Name and Principal Position(1)		Year				Salary				Stock Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(3)				Total ($)
Mark D. Gordon,			2017			$	376,250			$	—				$123,429				$864			$	500,543
President and Chief Executive Officer			2016			$	371,875			$	517,345				$290,591				$973			$	1,180,784
John D. Longley,			2017			$	220,000			$	—				$  50,944				$619			$	271,563
Chief Operating Officer			2016			$	216,646			$	220,001				$119,939				$559			$	557,145
Jay A. Nudi,			2017			$	193,693			$	—				$  44,852				$559			$	239,104
Chief Financial Officer			2016			$	177,697			$	193,692				$105,597				$471			$	477,457

(1)	The offices held by each named executive officer are as of December 31, 2016.2017.

 

(2)

The amounts reported reflect the fair value of restricted stock awards, in accordance with Accounting Standards Codification topic 718 -– Stock Compensation (“ASC 718”), awarded under the 2005 and 2015 Stock Incentive Plans. For each restricted stock award, fair value is calculated using the closing price of the common stock on the date of grant. These amounts reflect the accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the NEOs, which may be higher or lower based on a number of factors including stock price fluctuations and applicable vesting.

		2017 Proxy Statement		14

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(3)

The amounts reported are the fair value of option There were no stock awards as determined using a Black-Scholes valuation model in accordance with ASC 718, disregarding any estimates of forfeitures related to service-based vesting conditions. The assumptions used to calculate the value of option awards are detailed in Note M under the caption “Stock-Based Compensation” to the Company’s Consolidated Financial Statements set forth in the Company’s Annual Report on Form 10-Kour NEOs for fiscal year ended December 31, 2016. These amounts reflect the accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the NEOs, which may be higher or lower based on a number of factors including stock price fluctuations and applicable vesting.2017.

 

(4)(3)

The amounts shown reflect amounts for life insurance premiums paid by the Company on behalf of each NEO for the fiscal years 20152016 and 2016.2017.

(5)	Mr. Nudi was appointed Interim Chief Financial Officer of the Company in June 2016.

Narrative Disclosure for Summary Compensation Table

Oversight of Executive Compensation and Role of Executive Officers in Compensation Decisions

The Compensation Committee of our Board of Directors oversees our executive compensation program. This includes compensation paid to our CEO and all otherthe officers named in the Summary Compensation Table.Table including our CEO. Our Compensation Committee is made up of independent,non-management members of our Board of Directors. The Compensation Committee is responsible for reviewing, assessing and approving all elements of compensation for our named executive officers.

The CEO assesses the performance of the NEOs. He then recommends to the Compensation Committee a base salary, performance-based incentives and long-term equity awards at levels for each NEO that are included in the executive compensation plan, including himself, based upon that assessment. The CFO supportsassists the CEO and the Compensation Committee in providing appropriate analyses, peer group reviews and coordination with any outside consultants which may be retained to review the

16    ^{Odyssey Marine Exploration, Inc.—2018 Proxy Statement}

executive compensation program.program or compensation related matters. During 2016,2017, AON Hewitt served as the Compensation Committee’s independent compensation consultant by providing equity plan and governance consulting services but did not advise us on 20162017 compensation matters. AON Hewitt consulted on the strategy and development of the Cuota Appreciation Rights Plans adopted during 2017.

Employment Agreements with Our Named Executive Officers

On February 19, 2016, we implemented a one-for-twelve reverse stock split of our common stock. In the discussion below and throughout this Proxy Statement, all shares and share prices have been adjusted to reflect the reverse stock split.

In August 2014, Odyssey entered into an employment agreement with Mark D. Gordon providing for Mr. Gordon to assume the position of Chief Executive Officer, and Mr. Gordon assumed that position on October 1, 2014. The employment agreement is for an initial term of three years and will automatically renew for successiveone-year periods unless terminated by Odyssey or Mr. Gordon upon notice given prior to the end of the initial term or any renewal term. On November 30, 2016, the employment agreement was amended to reflect the effect of the one-for- twelveone-for-twelve reverse stock split and to adjust the exercise prices at which vesting would occur as deemed appropriate by the Compensation Committee.

Pursuant to the amended employment agreement, Mr. Gordon will be paid a salary of not less than $350,000, subject to review at least annually. Mr. Gordon is also entitled to participate in Odyssey’s annual incentive plan (which provides for a target award of no less than 70.0% of Mr. Gordon’s salary) and Odyssey’s long-term incentive program (which provides for a target value of no less than 125.0% of Mr. Gordon’s salary). Mr. Gordon also received the following equity awards under the employment agreement and Odyssey’s 2005 Stock Incentive Plan:

		2017 Proxy Statement		15

Mr. Gordon’s employment may be terminated at any time by Odyssey with or without cause (as defined in the employment agreement) or by Mr. Gordon with or without good reason (as defined in the employment agreement). If Mr. Gordon’s employment is terminated by Odyssey without cause, by Mr. Gordon with good reason, or if Odyssey elects not to renew the employment agreement at the end of the initial term or any renew term, Mr. Gordon will be entitled to receive (a) his salary and earned annual or long-term incentive compensation through the date of termination (the “Accrued Obligations”); (b) an amount equal to 200.0% of his salary and target annual incentive award for the year in which termination occurs; (c) a prorated incentive award or bonus for the year in which termination occurs; and (d) reimbursement for the monthly COBRA premium paid by Mr. Gordon for group health insurance coverage for him and his dependents until the earlier of: (i) the second anniversary of the Date of Termination and (ii) the date he is no longer eligible to receive COBRA continuation coverage. All outstanding unvested stock options and restricted stock awards (other than the initial grant described above) will become fully vested, and 50.0% of the initial grant of restricted stock will become fully vested, with the balance to vest or be forfeited in accordance with the initial award agreement.

If Mr. Gordon’s employment is terminated by Odyssey with cause, by Mr. Gordon without good reason, or if Mr. Gordon elects not to renew the employment agreement at the end of the initial term or any renew term, Odyssey will have no further payment obligations to Mr. Gordon other than for the Accrued Obligations.

The employment agreement further provides for the vesting of all outstanding unvested stock options and restricted stock awards (other than the initial grant described above) upon achange-in-control, which is defined in the employment agreement to include (a) a person or group acquiring 40.0% or more of the fair market value or voting power of the Company’s stock, (b) a person or group acquiring 25.0% or more of the voting power of the Company’s stock during a twelve-month period, and (c) a majority of the members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorse by a majority of the Board of Directors before the date of election or appointment. Mr. Gordon’s outstanding unvested stock options and restricted stock awards (other than the initial grant) will vest if the Purchase Agreement dated March 11, 2015, with MINOSA and Penelope is carried out under the terms approved by Stockholders on June 9, 2015. If Mr. Gordon’s employment is terminated by him for good reason or by Odyssey without cause (excluding death or disability) within 24 months after achange-in-control, Mr. Gordon will be entitled to receive (w) the Accrued Obligations; (x) an amount equal to 250.0% of his salary and target annual incentive award for the year in which termination occurs; (y) a prorated incentive award or bonus for the year in which termination occurs; and (z) reimbursement for the monthly COBRA premium paid by Mr. Gordon for group health insurance coverage for him and his dependents until the earlier of: (i) the second anniversary of the Date of Termination and (ii) the date he is no longer eligible to receive COBRA continuation coverage. All outstanding unvested stock options and restricted stock awards will become fully vested, with all options being exercisable for the remainder of their full term.

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Components and Results of the 20162017 Executive Compensation Plan

Base SalarySalaries

. Base salary is intended to provide a level of assured cash compensation to our executive officers that is reasonably competitive in the marketplace to our executive officers.marketplace. It is based on the individual’s qualifications and experience with the Company,company, past performance, taking into account all relevant criteria, value to the Company, the Company’s ability to pay and relevant competitive market data.

The base salary ranges for the CEO and CFO are periodically established based upon the competitive and benchmarking data from a peer group whereby the midpoint of the executive officer salary range is aligned to the average peer group base salary. This does not mean that the NEO’s base salary will be in the midpoint range, but the peer group analysis is used as a basis for establishing salary ranges or salary bands for each position.

2016 Base Salary. During 2015,compensation ranges were established to coincide with the results of the peer group compensation analysis for the CEO and NEOs. Average base salary for the peer group companies was utilized in establishing the midpoint of the executive officer salary range. The analysis resulted in an increase to the midpoint of the salary ranges for our executive officers and showed that the Odyssey officers were earning a salary below the midpoint of their peer group. The CEO and NEO salaries were unchanged for 20152017 compared to 2014,2016, given the financial and stock performance of the Company. The Compensation Committee took this into consideration and determined to increase theCFO’s difference in base salary paid for 2017 compared to 2016 is the result of the NEO’s during March 2016. During June of 2016 as a cost cutting measure, the Chief Financial Officer was replaced by Mr. Jay Nudi, our Principal Accounting Officer, who assumed the role of Interim Chief Financial Officer. Effective July 1, 2016, Mr. Nudi received an increasemid-year change in his annual base salary of $28,143.

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The base salaries shownwhich was in effect for the Summary Executive Compensation Table reflect the annual impact of the adjustments to base salary of the NEO’s.full 2017 year.

Annual Incentive Compensation and Targets

.Annual incentive compensation is intended to provide our NEO’s a component of total cash compensation that represents an award for meeting corporate key objectives and achievement of individual strategic objectives. Annual incentive compensation is expressed as target amounts that can be earned as a percentage of base salary. The amount of these targets is based on the individual’s qualifications and experience with the Company, past performance of duties, value to the Company, and the Company’s ability to pay. The annual incentive targets are weighted 75% toward the ability to meet key performance indicators of the Company and 25% toward attainment of individual strategic objectives. An executive’s individual strategic objectives are defined based upon the contribution such executive’s role and expertise can bring to achieving the Company’s overall strategic objectives. The Compensation Committee reviews the individual strategic objectives of our NEO’s.

Attainment of Company key performance indicators, which comprise 75% of the annual incentive awards for all NEOs are based upon three separate categories which include revenue, earnings per share and cash flow. Within each category several performance threshold targets were established whereby ranges of target incentives could be achieved as noted below. Target incentives for revenue ranged from 0% to 60%, while target incentives for earnings per share (EPS) and cash flow ranged from 0% to 40%. In order to achieve the upper range percentages of target incentives, significant stretch performance levels need to be achieved. For example, in 2016,2017, to achieve 60% of target incentive, revenue needed to be greater than $20 million;$16 million or greater; to achieve 40% of target incentive, earnings per share needed to be positive$2.00 per share or net cash flow and cash flow from operations would need to be positive.$7.5 Million or greater. While the sum of the various key performance indicator categories could reach 140%, the intent was that NEOs could achieve at or near target incentives by achieving stretch performance levels in only several categories or above average levels for all three categories.

The following table illustrates the key performance indicators for 2016:2017:

Flow was allotted a 40.0%16.6% performance weight having scored within category 3 of the Operating Cash Flow performance factors having beenwith an improvement of $16.6$4.1 million in operating cash flows compared to the average of

		2017 Proxy Statement		17

the two previous years. Earnings per share (EPS) was allocated a 1.5% performance weight because actual EPS of $(0.93) was within the range of category 2 under EPS performance factors. The total of the performance factor weighting was 88.0%18.1%, but since it represented only 75% of the annual incentive target for the NEOs, the overall target annual incentive percentage earned for Company performance criteria was 65.9%13.6%.

The following table identifies the target award as a percentage of base salary for each NEO in accordance with the executive compensation plan, the weighting between Company and individual performance, and the actual incentive award payout based upon the recommendation of the Compensation Committee.

These 20162017 Annual Incentive awards were approved by the Compensation Committee during March 2017,2018, and have not been paid to the NEOs as of the date of this Proxy Statement. The Compensation Committee determined that the awards would only be paid when the Company’s cash position improved or stock is available in a stockholder approved stock incentive plan.

Discretionary BonusBonus.

The Compensation Committee may award discretionary bonuses. Such bonuses are typically linked to extra achievements that benefit the Company and which were not fully covered by the targets in the Annual Incentive Compensation Plan. There were no discretionary bonuses made to our NEOs for 2016.2017.

Long-TermEquityIncentive Targets and Awards

Long-Term Incentive Awards for 2016.Long-term equity incentive targets(“LTI”) awards are intendeddesigned to provide an equity componentalign a significant portion of total compensation inwith our long-term goal of increasing the formvalue of stock options and/or restricted stock that vest based on time,the Company. These equity awards are designed to reward longer- term performance or both.and facilitate equity ownership, The value of these targets is set by the Compensation Committee based on the individual’s qualifications and experience with the Company, past performance of duties and value to the Company. The Compensation Committee set the dollar amounts for 2017 LTI Awards are generally madeawards for each NEO at the low end of the LTI range for each NEO. However, during January each year. Because2017 the Company stock incentive plans were depleted and there were no equity instruments available for LTI awards. As a result, no LTI awards were granted for 2017 but the Compensation Committee was concerned that certain events may occur in the near term that could impact the market price of the Company’s common stock and the Company was planningadopted anon-equity plan to seek an increase in the number ofserve as a long-term incentive for our NEOs as described below.

Cuota Appreciation Rights (CARS).During 2017, there were no shares available in the company stock incentive plans to issue long-term equity incentive awards to our NEOs and conditions to the Stock Purchase Agreement prohibit the Company 2015 Stock Incentive Plan,from issuing additional equity instruments through our stock incentive plans. For this reason, the Compensation Committee determinedlooked to postpone the grantan alternate form of LTIcompensation that could be used as long-term incentive awards until September, 2016. On September 8, 2016,for NEOs.

During August 2017 the Board of Directors approved the Key Employee Cuota Appreciation Rights Plan described in this Proxy Statement underNon-Equity Compensation Plans to be used as recommendeda long-term incentive component of executive compensation in place of Long Term Equity Incentive Awards which were not available for grant during 2017.

Each participant in the Key Employee CAR Plan will be entitled to be paid the value of such participant’s CARs upon the occurrence of a “payment event.” As used in the Cuota Plans, payment events consist of a change in control of the Company or the date specified in the applicable award agreement and, in the case of the Key Employee CAR Plan, a separation of service without cause and the participant’s continuous employment with the Company until the date specified in the applicable award agreement. The value of CARs will be based upon the difference between the fair value of the cuotas of Oceanica on the date of the award and the date of the payment event, in each case as determined by the Compensation Committee, approved grantsBoard in accordance with the provisions of restricted stock units with three-year service vesting, and performance based restricted stock units thatthe Cuota Plans. The fair value on the date of grant for the purpose of each award of CARs was set at $3.00 per cuota. Therefore, only appreciation over $3.00 per cuota will be recognized in the payout value of each CAR. The CARs vest basedover three years.

The following table includes the number of Cuota Appreciation Rights the NEOs were granted on performance criteria described below, to the following NEOs:

2016 Long-Term Incentive Awards (1)

Name

Position

Restricted Stock Units (2)

Performance Restricted Stock Units (3)

Mark D. Gordon

President and Chief Executive Officer

131,158

14,573

John D. Longley

Chief Operating Officer

55,775

6,197

Jay A. Nudi

Interim Chief Financial Officer

49,105

5,456

(1)	The long-term incentive restricted stock awards are valued based upon the stock price on the date of grant which was $3.55.

(2)	The restricted stock units vest in increments of one-third on December 20, 2016, 2017 and 2018. Each restricted stock unit represents one share of common stock.

August 4, 2017.

 

		2017 Proxy Statement		18

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(3)

The Performance Restricted Stock Unit awards will vest only if the Company Total Stockholder Return, measured by the increase or decline of the closing stock price, is higher than the Total Stockholder Return of the Russell 3000 Index companies for the period beginning December 16, 2015 through December 15, 2016 (the “Performance Criteria”), measured by the increase or decline of the Russell 3000 Index. The Restricted Stock Units will vest in a number of shares equal to 1/3 of the total shares awarded on each of December 20, 2016 through 2018. If the Performance Criteria is not achieved, the PRSU will terminate on December 15, 2016.

All of the Performance Restricted Stock Units were cancelled on December 15, 2016, because the Performance Criteria was not met.

The following table includes the target long-term incentive award expressed as a percentage of base salary range and the actual long-term incentive awarded on September 8, 2016, as a percentage of base salary in effect at the date of the award.

Name		Position                    Named Executive Officer		Target2017 Long-TermCAR Incentive Award as % of Base SalaryAwards(1)			Actual Long-Term Incentive Award as   % of 2016 Base Salary
Mark D. Gordon		President and Chief Executive Officer	166,355		125% - 150%		139.1%
John D. Longley		Chief Operating Officer	62,253		80% - 120%		101.5%
Jay A. Nudi		Interim Chief Financial Officer	54,809
Total		80% - 120%	283,417

109.0%(1)

The CAR awards will vest inone-third increments on each of December 31, 2017, 2018 and 2019. Payout dates for the number of CARs vesting on each vesting date are January 31, 2020, 2021 and 2022.

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Other Policies and Practices Related to Executive Compensation

Compensation Recovery (“Clawbacks”). We adopted a Clawback Policy in 2013 that applies to performance-based compensation linked to our reported financial results. Under this policy, in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, we may, at the discretion of the Compensation Committee, seek to recover from any executive officer who received cash-based or equity-based incentive compensation during the three-year period preceding the date on which we are required to prepare an accounting restatement, the amount by which such person’s cash-based or equity-based incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

Retirement Plans and Allall Other Compensation

We doCompensation.Odyssey does not have any deferred compensation or retirement plans at this time. During 2016,2017, we did not pay perquisites exceeding $10,000 in the aggregate to our Chief Executive Officer or other NEOs. Our officers participated innon-discriminatory life and health insurance plans as did all other employees.

Life Insurance Benefits payable upon death of our NEOs.At December 31, 2017, there were life insurance policies that would have paid the following benefits upon the death of our NEOs as follows:

Outstanding Equity Awards at Fiscal 2017Year-End

The following table shows the number of shares of common stock covered by outstanding stock option awards that are exercisable and unexercisable, and the number of shares of common stock covered by unvested restricted stock awards for each of our named executive officersNEOs as of December 31, 2016.2017.

            20162017 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

		OPTION AWARDS																STOCK AWARDS
		Number of     Securities     Underlying     Unexercised      Options     (#)				Number of     Securities     Underlying     Unexercised      Options     (#)				Option     Exercise     Price     ($)				Option     Expiration     Date				Number of     Shares or     Units of     Stock That     Have Not     Vested      (#1)				Market     Value of     Shares or     Units of     Stock That     Have Not     Vested     ($) (2)				Equity     Incentive     Plan Awards:     Number of     Unearned     Shares, Units     or Other     Rights That     Have Not     Vested     (#) (3)				Equity Incentive Plan Awards: Market or     Payout Value     of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Name		Exercisable				Unexercisable
Mark D. Gordon
			10,313				-			$	34.68				12/31/2017 (4)
			21,328				-			$	26.40				12/31/2023 (5)
			26,222				13,111			$	12.48				12/31/2024 (6)
																			91,264			$	312,323				41,667			$	142,501
John D. Longley
			2,446				-			$	34.68				12/31/2017 (7)
			1,987				-			$	26.40				12/31/2023 (8)
			2,778				1,389			$	12.84				10/6/2024 (9)
			11,945				5,972			$	12.48				12/31/2024 (10)
																			38,908			$	133,065				-			$	-

		2017 Proxy Statement		19

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		OPTION AWARDS																STOCK AWARDS
		Number of      Securities      Underlying      Unexercised      Options      (#)				Number of     Securities     Underlying     Unexercised      Options     (#)				Option     Exercise     Price     ($)				Option     Expiration     Date				Number of     Shares or     Units of     Stock That     Have Not     Vested      (#1)				Market     Value of     Shares or     Units of     Stock That     Have Not     Vested     ($) (2)				Equity     Incentive     Plan Awards:     Number of     Unearned     Shares, Units     or Other     Rights That     Have Not     Vested     (#) (3)				Equity Incentive Plan Awards: Market or     Payout Value     of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Name		Exercisable				Unexercisable
Jay A. Nudi
			3,083				-			$	34.68				12/31/2017 (11)
			6,123				-			$	26.40				12/31/2023 (12)
			6,278				3,139			$	12.48				12/31/2024 (13)
																			33,637			$	115,039				-			$	-

		Option Awards																Stock Awards
		Number of Securities Underlying Unexercised Options (#)				Number of Securities Underlying Unexercised Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested(1)				Market Value of Shares or Units of Stock That Have Not Vested ($)(2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Name		Exercisable				Unexercisable
Mark D. Gordon
			21,328								$26.40				12/31/2023	(4)
			39,333								$12.48				12/31/2024	(5)
																			43,720				$164,824				41,667				$157,085
John D. Longley
			1,987								$26.40				12/31/2023	(6)
			4,167								$12.84				10/06/2024	(7)
			17,917								$12.48				12/31/2024	(8)
																			18,591				$  70,088				—				$          —
Jay A. Nudi
			6,123								$26.40				12/31/2023	(9)
			9,417								$12.48				12/31/2024	(10)
																			16,369				$  61,711				—				$          —

(1)	For each stock award in this column, the remaining unvested shares reported will vest on December 20, 2017, and 2018.

 

20    ^{Odyssey Marine Exploration, Inc.—2018 Proxy Statement}