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
Securities Exchange Act of 1934 (Amendment
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ODYSSEY MARINE EXPLORATION, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Dear Fellow Stockholder,
This year marks the 25th anniversary of the creation of our company and my fifth year as your CEO.
I have entered this year with the highest level of enthusiasm that I have ever had for the prospects of our business. We have been planting many seeds over the past five years by developing multiple seafloor mineral projects, and I believe that we are about to begin harvesting those investments.
In my past communications with you, I’ve discussed the transformation of our business. That transformation is now complete, and our new business model is established. We are focused on developing multi-billion-dollar assets through the discovery and development of valuable seafloor mineral deposits while being good stewards of the environment.
I remain convinced that seafloor mineral extraction will follow the arc of the offshore oil and gas industry. When readily accessible oil reserves on dry land became limited, that industry had to move its extraction locations to offshore sites on the seafloor. In the coming years, I believe many of the critical minerals that mankind depends on for ourday-to-day survival will come from the 70% of our earth that is under our oceans. This is inevitable.
Odyssey is at the forefront of this emerging industry, and we now have economic interests in a number of different seafloor mineral projects. Our rapid accession to the top of this emerging industry was validated this year when our Founder and Board Chairman, Greg Stemm, was elected to become President of the International Marine Minerals Society (IMMS). IMMS is an organization composed of a worldwide membership of individuals from industry, government agencies, and academic institutions who are all focused on establishing marine minerals as a resource for study and sound application to meet world demands for strategic minerals. The organization is currently preparing for the 48th annual Underwater Mining Conference, which will take place this year in China, bringing together world leaders from government, academia and industry to exchange information and ideas on all aspects of underwater mineral exploration, environmental research and mining.
While leading the field in an emerging industry is very significant, as investors, I realize that your underlying question is “when will all of this turn into results that are reflected in our company’s market value?”
We have begun to build assets that have been independently valued in the billions of dollars. Now we need to move these projects through critical milestones that will allow us to realize that value and see it in the valuation of our company.
My team and I are working every day to fulfill the hopes and expectations you have placed upon us as investors. To live up to the confidence you place in us, we have entered 2019 with achievable plans to move our current projects up the value curve in a demonstrable manner.
We have endured some painful setbacks over the past few years related to external factors that were difficult to predict and control. Every time we go through one of these episodes, our team just gets stronger and better equipped to deal with these complex issues as we move forward.
A perfect example of this has been the unlawful delay to our cornerstone project, the ExO phosphate dredging project in Mexico. Arbitrary and discriminatory political interference in the approvals process by Mexico’s previous Secretary of Environment and Natural Resources Rafael Pacchiano has been frustrating and costly. However, we have now worked out an alternative path forward by invoking our rights as investors under the North American Free Trade Agreement (NAFTA), one that already has prompted a renewed and constructive dialogue with the Mexican government. Through this process, we have been able to directly engage with representatives of the Mexican government best placed to appreciate the important economic and social benefit this project can bring to Mexico and who have the power to resolve the situation to our mutual benefit. As I write this, letter, II’m excited by what the future holds for Odyssey Marine Exploration. Although we have just returned from meetingsalways believed in Mexicoour strategy to pivot to marine mineral exploration, the need for these key resources is now coming into clear view by the rest of the world and I have come back with a renewed sense of optimism that this project willinvestors alike. Whether it’s helping the world move forward to meet aggressive green energy goals or to address growing concerns over food security, what Odyssey does is at the very center of both these very important issues.
My strong sense is that macro trends and will create significant benefitscurrent events in our world are driving strong interest in accelerating the activation of seafloor mineral projects. Critical mineral procurement is a top priority for Mexicogovernments around the world – including right here in the United States. World leaders are seeking alternative sources for critically needed minerals, and for Odyssey investors. This is trulymany are starting to view deep-sea extraction as one of the rare situationshighest potential alternatives. Having focused our efforts over the past 12 years on establishing ourselves as one of the top players in lifethis emerging space, Odyssey is now perfectly positioned to capitalize on this building demand.
We have a valuable and diversified subsea mineral portfolio, and over the past year we have been working to strengthen our financial base. This puts us in a position to activate and accelerate our various mineral projects.
We have a long, proven history of successfully funding our business through many different market conditions. This has ensured our long-term viability. We have always carefully managed expenses and investments, and now we are placing an increased focus on improving our financial stability and eliminating the perceived overhang associated with legacy deals. As an example, several months ago we were able to eliminate $14.5 million of indebtedness.
We are not only focused on building a strong financial base, but we are also challenging ourselves to do better – make better deals, find better opportunities and produce better overall results.
Looking forward you will see more investor communication from Odyssey. After several years limiting our outreach for legal (ongoing NAFTA litigation) and business reasons, it’s time to educate the broader market on what Odyssey has been creating and how the knowledge and asset base will drive increased stockholder value. We have a strong base of long-term and dedicated Odyssey stockholders that have established their ownership positions some time ago, and we believe that attracting new investors to our story will benefit all stockholders. New investor interest in Odyssey and the diversified portfolio of seafloor mineral assets we are building will strengthen the liquidity of our stock.
Our project development, marine operations, and science teams are heavily focused on building a diverse portfolio of subsea mineral projects that can deliver critical mineral and metals as well as produce significant returns for investors within the near future.
We have developed a Global Prospectivity Program that uses a proprietary matrix weighing geological settings, geo-political considerations, and overall project viability. We have also focused our project development activities on Exclusive Economic Zones of sovereign countries allowing us to work directly with a single government, and, in doing so, we have identified a number of countries with high potential mineral resources.
We have honed our project development plans to focus on the minerals and metals that are in the highest demand: subsea phosphorite deposits (phosphate) and polymetallic nodules (battery metals). Our company’s core values dictate that we will only pursue seafloor mineral projects where we havecan prove to ourselves and the opportunity to “do well, while doing good.”regulatory authorities that the ultimate extraction process can be carried out in an environmentally sensitive manner.
As mentioned earlier, Greg has taken on an ambitious new role as PresidentTo take advantage of IMMS that in turn brings a lot of value to us at Odyssey. While Greg remains a consultant and key strategic advisor to Odyssey, continually bringing us newthe amazing opportunities that help shapelie ahead of us, we need to grow our future, heteam and our capabilities. We have been adding new talent to our roster in the form of high-performing employees and consultants in specialized fields across the globe. Our talent acquisition strategy has decidedalready begun to relinquish his seatproduce significant results as these new professionals further strengthen our very experienced team. As a component of this talent acquisition strategy, we recently assembled a world-class Subsea Minerals Advisory board to provide guidance and oversight on our Boardprojects. We are also expanding our strategic partnerships with top industry players who will contribute vital resources and expertise required for the execution of Directors to place his full focus on helping to shape our emerging industry and to continue to find Odyssey great new opportunities within this industry.project plans.
Exploration and discovery have always been the foundation of our company. We could not have found a better successor for Greg’s inside director role thanunderstand that the candidate who appearsprivilege of working in this year’s proxy statement as his proposed replacement, Odyssey Executive Vice Presidentthe marine environment comes with responsibilities to share our work so that it contributes to the field of marine science. We are looking forward to continuing programs that share our work with the world and Secretary, Laura Barton. Our very capable colleague is the longest serving member of the Odyssey team next to Greg. Laura brings over 20 years of experience with our firm to this Board position. Her strategic thinking, strong institutional knowledge, and corporate governance skills ideally suit her to be the best candidate to fill the Board role being vacated by Greg. As important, Laura will bring a new and fresh perspective to our Board.
One of myall-time favorite reads for inspiring my business and personal performance isConfidence: How Winning Streaks and Losing Streaks Begin and End. This book was written by esteemed Harvard professor, Rosabeth Moss Kanter. A quote from this author serves as my inspiration for the path we are on: “Confidence is the bridge connecting expectations and performance, investment and results.”
As I sit here writing you this note, I have high confidence that, based upon the outstanding team we have developed, the experience we have gained and the investments we have made, Odyssey is about to embark on a major winning streak. Team Odyssey is ready, willing and able to deliver on this promise, and we intendcurrently developing plans to do so.
One thing that I can say with complete confidence is that the Odyssey is driven to deliver results, and one thing we can never be accused of is giving up the fight! I remain extremely confident in our team and the opportunities that we have created and will soon harvest. We are well positioned to succeed in 2019 and beyond.
As always, I deeply appreciate the confidence that you place in me and the rest of the management team. We take the responsibility of the stewardship of your company seriously, and we are prepared to deliver the results that each of us as investors rightly deserve.
I believe we are in a prime position to ascend to the next level of success driven by all of these key factors happening now – there is a wave of interest in critical mineral attainment, we are building a strong financial foundation, and we know we have the tools, talent, and knowledge to execute our aggressive project plans so that we can deliver results that will have a net positive impact on our company and the world.
We are thankful for the continued support of our stockholders. It is my privilege to serve as the company’s Chief Executive Officer and the Chairman of the Board of Directors. I look backforward to a year of success and say “2019 was OUR year”!reporting progress from where we do our best work – on the water!
Sincerely,
Mark D. Gordon
President,Chairman and Chief Executive Officer and Member of the Board of Directors
Odyssey Marine Exploration, Inc.
April 24, 201927, 2022
Odyssey Marine Exploration, Inc.
5215 West Laurel Street205 S. Hoover Boulevard, Suite 210
Tampa, Florida 3360733609
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 3, 201913, 2022
The Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc. will be held at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607 on Monday, June 3, 2019,13, 2022, at 9:30 a.m. (EDT) for the following purposes:
1. | to elect |
2. | to ratify the appointment of |
3. | to amend the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,600,000 shares; |
4. | to obtainnon-binding advisory approval of the compensation of our named executive officers; |
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5. | to transact such other business as may properly come before the Annual Meeting of Stockholders or at any |
The record date for determining those stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof is Monday, April 12, 2019.18, 2022.
Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting,Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled “Voting via the Internet, by Telephone or by Mail” on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the annual meeting.Annual Meeting. If you are a registered holder and decide to attend the annual meetingAnnual 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 Chairman of the Board Member
Tampa, Florida
April 24, 201927, 2022
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.
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ODYSSEY MARINE EXPLORATION-2019EXPLORATION-2022 Proxy Statement
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PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
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ODYSSEY MARINE EXPLORATION-2019EXPLORATION-2022 Proxy Statement
Odyssey Marine Exploration, Inc.
5215 West Laurel Street205 S. Hoover Boulevard, Suite 210
Tampa, Florida 3360733609
FOR
ANNUAL MEETING OF STOCKHOLDERS
These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors (the “Board”) 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 Monday, June 3, 2019,13, 2022, at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607, and at any adjournments or postponements of the annual meeting.Annual Meeting.
The specific proposals to be considered and acted upon at the annual meetingAnnual Meeting are:
1. | to elect |
2. | to ratify the appointment of |
3. | to amend the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,600,000 shares; |
4. | to obtainnon-binding advisory approval of the compensation of our named executive |
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5. | to transact such other business as may properly come before the Annual Meeting of Stockholders or at any |
Only stockholders of record of Odyssey Marine Exploration, Inc. common stock on April 12, 2019, the record date, April 18, 2022, will be entitled to vote at the annual meeting.our Annual Meeting. Each holder of record will be entitled to one vote on each matter for each share of common stock held on the record date. On the record date, there were 9,222,19914,487,146 shares of our common stock 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 card 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 have not 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 will not 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. 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.
ODYSSEY MARINE | 1 |
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(Proposal 1). Stockholders may not cumulate votes in the election of directors.Proposals 2, 3 and 4require 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 of common stock as of the record date, the annual meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.
Recommendations of the Board of Directors
The Odyssey Marine Exploration, Inc. Board of Directors recommends that you vote:
FOR each of the nominees to the Board of Directors (Proposal 11))
FOR ratification of the appointment of Ferlita, Walsh, Gonzalez & Rodriguez, P.A.Warren Averett, LLC as our independent registered certified public accounting firm for the fiscal year ending December 31, 20192022 (Proposal 2)
FOR to amend the Company’s 2019 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 1,600,000 shares; (Proposal 3)
FOR the proposal to approve the compensation of our named executive officers (Proposal 34))
FOR the proposal to approve the Company’s 2019 Stock Incentive Plan (Proposal 4)
Voting via the Internet, by Telephone or by Mail
Registered Holders
If you are 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 annual meeting or 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 paper 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 Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, 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 02, 2019 12, 2022.
If you return a signed proxy card on which no directions are specified, your shares will be votedFOR each of the four 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 meetingAnnual Meeting only if you obtain aa” legal proxyproxy” 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 shares by completing, signing and returning the voting instruction form that the nominee provides to you, or 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 you.
Note to Beneficial Owners: Under applicable laws, a broker, trustee, bank, or other 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 broker, trustee, bank, or other nominee to vote on behalf of beneficial owners with respect tonon-routine matters, such as the election of directors, amendment to the company stock incentive plan and the advisory vote to approve our named executive officer 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
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 2 |
Meeting, you must obtain a “legal“legal proxy” 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 aboutApril24, 2019 27, 2022, with information on how to access stockholder information and instructions for voting.
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Stockholders who have elected to receive our 2019 proxy statement2022 Proxy Statement and 2018 annual report2021 Annual Report to stockholders electronically will receive an email on or aboutApril 24, 201927, 2022, 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 meetingAnnual 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 reportAnnual Report on Form10-K and proxy statementProxy 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 shares of stock through a bank, broker, trustee or other nominee, please refer to the information provided by that entity for instructions on how to elect to view future proxy statementsProxy Statements and annual reportsAnnual Reports over the Internet and how to change your elections.
Changing or Revoking Your Proxy
You may revoke or change a previously delivered proxy at any time before the annual 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 our Corporate Secretary at our principal executive offices before the beginning of the annual meeting. You may also revoke your proxy by attending the annual meeting and voting in person, although attendance at the annual meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares in “street name,” you must contact the nominee that holds the shares on your behalf to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the annual meetingAnnual Meeting if you obtain a legal proxy as described above.
If you plan to attend the Annual Meeting, please bring the following:
1. | Proper identification, such as a driver’s license or passport containing a recent photograph. We may inspect your bags or packages, and we may require you to check them, and, in some cases, we may not permit you to enter the meeting with them. The use of cell phones, smartphones, recording and photographic equipment and/or computers is not permitted in the meeting room. |
2. | “Acceptable Proof of Ownership” if your shares are held in “Street Name.” |
Acceptable Proof of Ownership is (a) a letter from your broker stating that you owned Odyssey Marine Exploration, Inc. stock on the record date,April 12, 201918, 2022, 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.
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 Current Report on Form8-K filingto be filed with the Securities and Exchange Commission (the “SEC”)SEC within four business days after the Annual Meeting.
ODYSSEY MARINE | 3 |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Nominees for Election at this Annual Meeting
The Board of Directors currently consists of sixseven directors standing for election at the Annual Meeting. The Board of Directors recommends the election as directors of the sixseven nominees listed below. FiveAll seven of the nominees, John C. Abbott, Laura L. Barton, Mark D. Gordon, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer, and Todd E. Siegel are currently directors of the Company. Laura L. Barton is a new nominee for election as a director. Gregory P. Stemm, who previously served as a director since 1994, decided not to stand forre-election.The persons named as “Proxies”“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, the discretionary authority provided in the Proxyproxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. The Board of Directors does not expect any of the nominees to be unable to serve as director.
The classified board structure required by the Stock Purchase Agreement, dated March 11, 2015 (the “Stock Purchase Agreement”), among the Company, Minera del Norte, S.A. de C.V. (“MINOSA”), and Penelope Mining LLC (“Penelope”), more fully described in the Proxy Statement previously 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 whichthat the Company expects would be filled by a person selected by Penelope.
The board is diverse and represents a wide range of experience and perspectives important to enhancing the Board effectiveness in fulfilling its oversight role. 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 will 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 will 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 |
Mark D. Gordon
Age
Director since January 2008; Chairman since June 2019; CEO since October 2014; President 2007 – June 2019 |
Key Qualifications The Board recognizes
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Laura L. Barton
Age
June 2019 Corporate Secretary since July 2015; CBO since March 2021; EVP since June 2012 – March 2021 |
Key Qualifications The Board recognizes Ms. Barton’s
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ODYSSEY MARINE | 4 |
Todd E. Siegel Age 64 Director since March 2021 Chairman of the Governance and Nominating Committee Since June 2021 | Key Qualifications The Board recognizes Mr. Siegel’s extensive experience as a chief executive, chairman and director of publicly held companies. Mr. Siegel’s broad business background including management and operations, combined with his long relationship and knowledge of all facets of the Company make him an asset to the Board. The Board of Directors believes his experience as a board member for several companies including service on Governance and Capital Committees allows Mr. Siegel to bring insight as the chair of the Governance and Nominating Committee. |
Class II Directors – Terms Expiring at the |
Mark B. Justh
Age
Director since July Lead Director since June 2015 |
Key Qualifications The Board recognizes that Mr. Justh has results-oriented experience in the
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Jon D. Sawyer
Age
Director since November 2009; Chairman of Compensation Committee since March 2011; Chairman of Governance Committee June 2015 to June 2021
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Key Qualifications The Board |
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 5 |
Class III |
John C. Abbott Age Director since June Chairman of Audit Committee since June 2016
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Key Qualifications The Board recognizes that Mr. Abbott’s | |||
James S. Pignatelli Age Director since June 2015 |
Key Qualifications The Board recognizes that Mr.
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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.
ODYSSEY MARINE | 6 |
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 directors 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. He is the Chief Financial Officer ofnow serves as a consultant with Altos Hornos de Mexico, S.A.B de C.V. (“AHMSA”), MINOSA’s parent company of MINOSA. Previously,company. Mr. Abbott previously served as the Chief Financial Officer of AHMSA and as Chief Executive Officer of The Meet Group (Nasdaq: MEET), a leading U.S. social network for meeting new people. Mr. Abbott served as Chairman of The Meet Group’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 an M.B.A. degree from Harvard Business School.
Laura L. Bartonwas appointedjoined Odyssey’s board in June 2019 and has served as Chief Business Officer since March 2021 and as Corporate Secretary since July 2015. Ms. Barton also serves as Assistant Secretary for Odyssey’s controlled subsidiaries. In April 2021, Ms. Barton joined the board of CIC, Limited as Lead Director. Odyssey has a minority ownership stake in July 2015 in addition to her position on the executive management team as Executive Vice President and Director of Communications, which she has held since June 2012.CIC, Ltd. She formerly served as Executive Vice President of CommunicationsPresident-Communications from June 2012 to March 2021 and as Vice President-Communications from November 2007 to June 2012. With over 35 years of business experience including more than 20 years at Odyssey, Ms. Barton has extensive strategic planning, corporate governance, business analysis, management, investor relations, marketing, media project management,and content development corporate governance, investor relations, management and strategic planning experience. Previously, Ms. Barton served as Director of Corporate Communications and Marketing for Odyssey since July 2003. 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 CommunicationCommunications from the University of South Florida.
Mark D. Gordon has been a Directordirector since January 2008.2008, Chairman since June 2019 and Chief Executive Officer since October 2014. He served asalso serves on the Board of Directors of Marine Applied Research and Exploration, a non-profit agency focused on working collaboratively with state and federal agencies to explore and document deep-water ecosystems. Mr. Gordon was Odyssey’s President from October 2007 until June 2019 and Chief Operating Officer from October 2007 until October 2014 and was appointed President and Chief Executive Officer in October 2014. Mr. Gordon was namedafter serving as 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 American University.
Mark B. Justh joined Odyssey’s Boardboard in July 2013 and was appointed as Lead Director in June 2015. Mr. Justh is also the CEO of JD Farms, an organic hay and antibiotic free cattle farm, as well as the co-founder of Eaton Hemp, an organic hemp farm, both of which are located in New York state. 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. ofdegree in 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 first elected a Directordirector 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. Currently he 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. degree in Accounting and Economics from Claremont Men’s College and a J.D.J.D degree. from the University of San Diego.
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 7 |
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
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the Governance and Nominating Committee from June 2010 to June 2011.2011 and once again from June 2015 to June 2021. Mr. Sawyer opened his own securities law firm in January 2014 in Denver, 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 from March 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.
Gregory P. StemmTodd E. Siegel was appointed as Chairman ofjoined the Board of Directors in October 2014.March 2021 and has served as chairman of the Governance and Nominating Committee since June 2021. He also serves on the Audit and Compensation Committees. He is currently the Chief Executive Officer of Centered Solutions, LLC, an international company that specializes in prescription-based pharmacy automation, a position he has held since 2017. Previously, Mr. Stemm began providing advisory servicesSiegel served as President and Chief Executive Officer of MTS Medication Technologies, Inc. from 1993 to Odyssey in October 2014 and consulting services in December 2015. These services include actively seeking out and presenting2010. After the privatization of the company, he continued 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 servedserve as Chief Executive Officer from January 2008until the sale of MTS to October 2014 and as Chairman from 2008 to 2010. He also served asCo-Chairman from 2006 to 2008 and asOmnicell in 2012. Mr. Siegel is currently a Director and Executive Vice President since May 1994. During 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 developmentmember of the strategy that has led to the phosphate deposit project as well as a numberboard of other mineral projects that the company is currently working on. He has played a leadership role in the developmentdirectors of the ocean mining business and currently sitsSuperior Group of Companies, Inc. (Nasdaq: SGC), where he serves on the Board of DirectorsGovernance and is President-elect ofEthics Committee and chairs 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.Capital Committee.
Officers
Christopher E. Jones (age 49)was appointed Chief Financial Officer in June 2021. Prior to joining Odyssey, Mr. Jones was Vice President of Corporate Finance and Development at Mohegan Gaming & Entertainment since 2017 where he led international financial development and investor relations. Mr. Jones was Managing Director of Equity Research for several years prior to joining Mohegan Gaming and Entertainment. Christopher Jones earned his B.S. degree in Business Administration, Accounting & Finance from Boston University.
John D. Longley (age 52)55) was appointed President in June 2019 and has served as Chief Operating Officer insince 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 in the subsea mineral category, monetizing valuable shipwreck finds and exploring new deep-ocean opportunities that utilize Odyssey’s core competencies. Mr. Longley hadworks with the international research and marine operations departments to identify prospective projects and advance their value through geological, environmental, engineering, and commercial programs for mineral extraction in an instrumental role in executing major marketing programs and projects atenvironmentally responsible way. Prior to joining Odyssey. Following the silver recovery operations from the shipwreck of SSGairsoppa, Mr. Longley led the programserved as Vice President of Sales and Marketing for Public Imagery from 2003 to monetize the 110 tons2005 and Director of shipwreck silver bullion recovered.Retail Marketing for Office Depot North American stores from 1998 to 2003. Mr. Longley also orchestrated the development of Odyssey’s distribution network for shipwreck coins and collectibles. Additionally, Mr. Longley now leads initiatives underpinning the development of the ExO Phosphate Resource and the company’s other mineral programs.graduated with a B.S. degree in Communications from Florida State University.
Jay A. Nudi (age 55)58) was appointed Principal Accounting Officer in January 2006 and Treasurer in June 2010. He also served as Chief Financial Officer infrom June 2017 after serving as Interim Chief Financial Officer since2016 until June 2016. He has served as Treasurer since June 2010 and Principal Accounting Officer of the Company since January 2006.2021. Mr. Nudi joined the Company in May 2005 as Corporate Controller andController. Mr. Nudi has over 35 years of accounting finance and strategic management experience. Mr. Nudi isexperience as a certified public accountant. Prior to joining the Company, Mr. Nudihe 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.
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We have adopted aOur Code of Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officerChief Executive Officer, Chief Financial Officer, Chief Operating Officer, Principal Accounting Officer and other persons performing similar functions. Within the time period required by the Securities and Exchange Commission (“SEC”) and NASDAQ, we will post on our website any amendment to the Code and any waiver applicable to any of our directors, or executive officers. A copy of the Code of Ethics can be found by clicking on the Investors section of our website,www.odysseymarine.com.
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 8 |
Board of Directors and Executive Officers
During the fiscal year ended December 31, 2018,2021, our Board of Directors held four regular meetings, one special meeting and three executive sessions of independent directors. In addition to these, thereThere were threealso four special committee sessions comprised of members who are independent from Altos Hornos de Mexico, S.A.MINOSA. Each director then in office attended at least 75% of the aggregate number of meetings held by the Board of Directors, its committees and its private sessions during fiscal 2018.,2021.
Directors standing for election are expected to attend the Annual Meeting of Stockholders. All of the directors as of December 31, 2018,2021, attended the 20182021 Annual Meeting of Stockholders.
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 is expected to be June 3, 2019.13, 2022. 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 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), occurred during the past ten years.
Under 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 leadership structure has been comprised offeatures anon-independent director serving as Chairman of the Board (Gregory P. Stemm)and Chief Executive Officer (Mark D. Gordon), and 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. In view of Mr. Stemm’s decision to not stand forre-election as a director, theThe Board of Directors will reviewperiodically reviews this structure at then next board meeting on June 3, 2019 to determine the most appropriate structure moving forward.structure. The Board also plans for the succession of the position of Chief Executive Officer, as well as certain other senior management positions, on an annual basis.
Our independent directors meet regularly in executive session without employee-directors or additional executive officers present. The Lead Director presides at these meetings. During 2018,2021, the independent directors met three times in executive sessions.
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 in which all members of the Board are in attendance, 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,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.
In 2018,2021, management developed and initiated an enhanced proactive cybersecurity prevention program that includes third party monitoring, state of the Company followed an Enterprise Risk Assessment process that included set objectives, identifyingart firewalls and prioritizing risksoftware, multiple system backups and developing responses to those risks. The four objectives set are to bringa recovery program. This program was thoroughly discussed with the ExO Phosphate Deposit project into production, to identify and develop new oceanic resources, to develop contract services that deliver leveraged returns and to be a disciplined entrepreneurial company.board at formal meetings.
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Our Compensation Committee has 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.
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 9 |
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. In connection with the recently adopted Nasdaq Listing Rules 5605(f) and 5606, Nasdaq-listed companies are requested to publicly disclose their board-level diversity statistics. Each term used in the table has the meaning given to it in the Nasdaq Listing Rules and related instructions.
Board Diversity Matrix As of March 31, 2022
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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. The Board currently consists of one female, one ethnically diverse individual, and five male directors.
Independence of Board Committee Members
The Company currently has fourfive directors, John C. Abbott, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer and Todd E. Siegel, who are “independent directors” as defined in Section 5605 of the listing standards of the NASDAQNasdaq Stock Market. The Board of Directors affirmatively determined, from its review of the completed Directors and Officers Questionnaires, that each of the current independent directors nominated for election at the Annual Meeting continues to meet the standards for independence under NASDAQNasdaq Rules 5605(a)(2), 5605(d)(3), and 5605A(d),IM-5605A-6, and Rule10A-3(b)(1)(ii)(A) under the Exchange Act.
The Unaffiliated Director Proposal
At the annual meetingAnnual 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
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 10 |
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 proposalThe Unaffiliated Director Proposal is to be implemented as a condition to the initial closing of the Stock Purchase Agreement, which has not yet occurred. As a result, this provision has not yet been implemented.
Service on Other Boards of Directors
Our Board of Directors believes that each director of the Company should be allowed to sit on the board of not more than two publicly tradedfor-profit companies without 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 Directorsdirectors currently sits on the board of more than two publicly traded companies.
Director Stock Ownership Policy
To further establish the link between our directors and stockholder interests, the Board of Directors adopted a Director Stock Ownership Policy in 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. The Stock Ownership Policy must be met no later than the fifth anniversary of a director’s initial election or appointment.
The Company’s Board of Directors has adopted a policy that prohibits hedging transactions and prohibits pledging transactions except in very limited circumstances. Any affected officer, director or employee who wishes to enter into hedging transaction must firstpre-clear the proposed transaction with the Chief Executive Officer and Chief Financial Officer at least two weeks prior to the transaction. This policy is included in the Company’s Insider Trading Policy.
The Board conducts an annual self-evaluation coordinated by the Chairman of the Governance and Nominating Committee. The evaluation process includes multiple layers including a full board evaluation, an evaluation of the Audit Committee by the full board and a self-evaluation by the Audit Committee. In addition, the Compensation Committee and Governance and Nominating Committees each conducts an annual self-evaluation. This process helps inform the Governance and Nominating Committee of the director skills and experience qualifications to meet current and anticipated needs of the business.
To protect anonymity and the integrity of the Board evaluation process, an independent third-party compiles the responses into a report for Chair of the Governance and Nominating Committee.
Environmental, Social and Governance (ESG)
At Odyssey, we believe in being transparent and open and operating with integrity – key principles that are imbedded in our core values. Our passion for the ocean is reflected in our commitment to supporting the health and well-being of the ecosystems and providing social and economic benefits to the communities where we operate. This commitment includes a formal consideration of the environmental, social and governance (ESG) elements that are most important for our business and stakeholders.
Our ESG-related focus areas currently include the following:
Minimizing Environmental Effects. Environmental considerations are deeply ingrained into every aspect of our business given the nature of what we do. We view our current mineral exploration project development and marine services operations as having limited adverse effects on the environment and climate. As our business continues to mature to include the validation and development of subsea mineral resources, we believe that these critical resources for mankind can be
ODYSSEY MARINE |
recovered in an environmentally sensitive manner. We focus on projects that can meet stringent standards for environmental responsibility and will not proceed with projects unless world-class environmental science supports that the resource(s) can be recovered in a sustainable, environmentally responsible way. In the best interestcourse of our work, we use International Seabed Authority (ISA) standards and the International Marine Minerals Society’s Code for Environmental Management as guidelines for developing our project plans, environmental baseline studies and Environmental Impact Assessment (EIA). Additionally, we continue to follow the growing body of research from the ISA and at the country level and encourage our employees and contractors to learn more as the industry continues to develop.
Pursuing Climate-Related Opportunities while Supporting Local Communities. Climate change and the global transition to a lower carbon economy presents opportunities for Odyssey to discover and develop critical mineral resources that will allow the world’s economy to grow, power the green economy, and feed the world’s growing population while reducing the adverse effects of terrestrial resource acquisition. As we pursue these opportunities, we aim to contribute to the social and economic development of the Companyhost communities that are associated with our operations while paying close attention to potential adverse effects on these communities.
Operating Transparently. We recognize that our building and its stockholders,maintaining trust with governments and local communities is critical for our business. We are therefore committed to being open and honest in all aspects of our operations and to proactively listening to and incorporating stakeholder feedback. With the Boardhelp of Directors performstrusted local experts and public input, we will take a proactive approach to communicate the data and information acquired in our exploration to develop an 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 endinformed view of the year. The latest annual assessment was completedimpacts, consequences and merits of seabed mining and exploration activities. This would include, but is not limited to, stakeholder meetings, published scientific reports, non-technical summaries and other materials on each project and employing local businesses and people during February 2019project operations.
Retaining, Recruiting and reportedEmpowering our Employees. Our success has always been dependent on duringour team of professionals in various fields who are passionate about the March 2019 Governance and Nominating Committee meeting. During 2018, the Board assisted managementocean, discovering new things in the developmentdeep, and making a difference. We believe our culture of inventive fundingmutual respect, fairness and management strategies requiredintegrity is reflected in our historically high employee retention rates. As we continue to keep management operating atgrow, our ability to retain and recruit employees with a high level while enduring an extended regulatory approval process for the Company’s phosphate deposit. The Board also worked with managementdiversity of backgrounds and perspectives will be critical to develop a new method of awarding incentive executive compensation for the Company’s officersdrive innovation and directors in order to keep them incentivized at a time when the Company needed its cash for operations and the stock option plan had a very limited number of shares available.adapt to future challenges.
We have three standing committees: the Audit Committee; the Compensation Committee; and the Governance and Nominating Committee. Each of these 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.
The members of the committees, as of the date of this proxy statement, are identified in the following table:
Name
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Governance &
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John C. Abbott
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Mark B. Justh
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James S. Pignatelli
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Jon D. Sawyer
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Todd E. Siegel | ● | ● | < |
<Represents Chair
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 November 2018, March 2022, at
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 12 |
which resultedtime the committee chairman made recommendations believed to strengthen the charter in nocertain areas. These proposed changes to the charter.are currently under review. A copy of theGovernance and Nominating Committee Charter and Guidelines is available on our website atwww.odysseymarine.com. The Governance and Nominating Committee presently consists of John C. Abbott, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer, and Todd E. Siegel (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, 2018,2021, the committee held twothree 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.Stockholders’ Annual Meeting. A director nominee shall meet the director qualifications as determined by the Board from time to time, including that the director
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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 Governance and Nominating Committee gives consideration to a wide range of diversity factors as a matter of practice when evaluating candidates to the Board and incumbent directors, but the Committee does not have a formal policy regarding Board diversity. The committee uses a Director NominationFormNominationForm 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, in compliance with Rule 14a-8,who has continuously held for at least one yeara market value of our common stock by the date it submits the proposal (i) of at least $2,000 market valuenot less than three years, (ii) of at least $15,000 for a period not less than two but less than three years, or, (iii) of at least $25,000 for a period of not less than one percent, whichever isyear but less of the Company’s shares.than two years. Stockholders who wish to recommend persons to the committee for the 20202023 Annual Meeting should submit a letter addressed to the Chairman of the Governance and Nominating Committee no later than December 26, 2019,28, 2022, 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. Furthermore, aggregation of holdings for the purposes of satisfying the ownership thresholds are not allowed, stockholders presenting a proposal through a designated representative shall provide documentation clearly indicating the representative is authorized to act on the stockholder’s behalf and to provide a meaningful degree of assurance as to the stockholder’s identity, role, and interest in the proposal, and stockholders must state they are able to meet with us in person or by teleconference between 10 and 30 calendar days after submitting the proposal.
Compensation Committee
The Compensation Committee presently consists of John C. Abbott, Mark B. Justh, John C. Abbott, James S. Pignatelli, and Jon D. Sawyer (Chairman), and Todd E. Siegel, all of whom are independent directors as defined in Section 5605 of the listing standards of the NASDAQNasdaq 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 March 2019 review.2021. A copy of the Compensation Committee Charter is available on the Company’s website atwww.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 awards and termination agreements. The Committee reviewscommittee sets the compensation arrangements for our executive officers and directors and makes recommendations to the Board.Board regarding the compensation of our independent directors. The Committeecommittee may form, and where legally permissible, may delegate authority to, subcommittees when the Committeecommittee deems it appropriate or desirable to facilitate the operation or administration of the plans or programs. Where legally permissible the Committeecommittee may also delegate authority to committees consisting of employees who are not directors when the Committeecommittee deems it appropriate or desirable for the efficient administration of employee compensation and benefit plans. During the fiscal year ended December 31, 2018,2021, the Compensation Committee held a total of four meetings.
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 13 |
The Compensation Committee will also consider the annualnon-binding stockholder vote on executive compensation in setting executive compensation each year. At our 2018 annual meeting,2021 Annual Meeting, this proposal received a vote of over 97%98% of the votes cast in favor of approving our executive compensation for 2017.2020.
Audit Committee
The Audit Committee presently consists of John C. Abbott (Chairman), Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer and Todd E. Siegel, who are independent directors (as defined in Section 5605 of the listing standards of the NASDAQNasdaq 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 was last amended by the Board in August 2018 with no changes recommended during its recent review in March 2019.2022. A copy of the Audit Committee Charter and Responsibilities Checklist is available on the Company’s website atwww.odysseymarine.com. During the fiscal year ended December 31, 2018,2021, the Audit Committee held a total of six meetings: two executive meetingsmeeting, with the independent registered public accounting firm without management, and four 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.
|
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.
Our management is responsible for our internal controls and financial reporting process; the purpose of the audit committee is to assist the Board of Directors in its general oversight of our financial reporting, internal controls and audit 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 practices can be found on our website atwww.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, 2018.2021.
The Company’s outside independent registered public accounting firm Ferlita, Walsh, Gonzalez & Rodriguez, P.A.,Warren Averett, LLC, 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. The Audit Committee
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 14 |
reviewed and 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.
TheDuring 2021, the Audit Committee met with management and Ferlita, Walsh, Gonzalez & Rodriguez, P.A., our independent registered public accounting firm,Warren Averett, LLC, a total of six times, during the year, two 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, and discussion of the critical audit matters identified in Warren Averett’s report dated March 31, 2022, that was included in our Form 10-K for the year ended December 31, 2021.
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 accountantWarren Averett, LLC dated January 2019March 31, 2022, required by applicable requirements of the PCAOB Rule 3526, regarding the independent accountant’s communications with the audit committee concerning independence. The members of the Audit Committee have no financial or personal ties (other than equity ownership as described in this proxy statement) to Odyssey and all are “financially literate” and “independent” with respect to the 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.Committee Chairman.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Odyssey Marine Exploration, Inc.’s Annual Report on Form10-K for its 20182021 fiscal year for filing with the Securities and Exchange Commission.
|
Members of the Audit Committee
John C. Abbott,Chairman
Mark B. Justh, James S. Pignatelli,
Jon D. Sawyer, Todd E. Siegel
Stockholder Communications with the Board of Directors
Stockholders may communicate with the Board of Directors through our Corporate Secretary by writing to the following address: Odyssey Marine Exploration, IncInc., Attention: Board of Directors, 5215 W. Laurel Street205 S. Hoover Boulevard, Suite 210, Tampa, Florida 33607.33609. Our Corporate Secretary will forward all correspondence to the Board of 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.
ODYSSEY MARINE |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table describessets forth the beneficial ownership of certain beneficial owners and management of Odyssey Marine Exploration, Inc. common stock as of March 31, 2019,2022, by each person known to us to beneficially own more than 5% of our common stock, each director, 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, 2019.2022.
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,205 S. Hoover Boulevard, Suite 210, Tampa, Florida 33607.33609.
Name of Beneficial Owner
| Amount of Beneficial Ownership(1) | Percentage of Class
| ||||||||||
Gregory P. Stemm, Director & Consultant
|
| 214,251
|
|
| (2)
|
|
| 2.3%
|
| |||
Mark D. Gordon, CEO, President & Director
|
| 191,262
|
|
| (3)
|
|
| 2.1%
|
| |||
Mark B. Justh, Director
|
| 139,258
|
|
| (4)
|
|
| 1.5%
|
| |||
Laura L. Barton, EVP, Secretary & Director of Communications
|
| 70,492
|
|
| (5)
|
|
| *
|
| |||
John D. Longley, COO
|
| 68,023
|
|
| (6)
|
|
| *
|
| |||
Jay A. Nudi, Chief Financial Officer
|
| 63,652
|
|
| (7)
|
|
| *
|
| |||
Jon D. Sawyer, Director
|
| 39,748
|
|
| (8)
|
|
| *
|
| |||
John C. Abbott, Director
|
| 20,932
|
|
| (9)
|
|
| *
|
| |||
James S. Pignatelli, Director
|
| 20,402
|
|
| (10)
|
|
| *
|
| |||
Officers & Directors as a Group TOTAL
|
|
828,020
|
|
|
8.80%
|
| ||||||
Epsilon Acquisitions LLC
| ||||||||||||
c/o Andres Gonzalez Saravia
| ||||||||||||
Altos Hornos de Mexico S.A.B. de C.V.
| ||||||||||||
Campos Eliseos No.29
|
| 670,455
|
|
| (11)
|
|
| 7.92%
|
| |||
Col. Rincon del Bosque 11580 Mexico D.F.
| ||||||||||||
Mexico
| ||||||||||||
Mr. Kenneth Fried
301 East 50th Street, Apt 4C
New York, NY 10022
|
| 488,575
|
|
| (12)
|
|
| 5.33%
|
|
Name of Beneficial Owner
| Amount of Beneficial Ownership(1) | Percentage of Class
| ||||||
Laura L. Barton, Chief Business Officer and Director
|
| 106,914
|
| (2)
| *
| |||
Mark D. Gordon, Chief Executive Officer and Chairman
|
| 273,196
|
| (3)
| 1.9%
| |||
Christopher E. Jones, Chief Financial Officer
|
| 1,997
|
| *
| ||||
John D. Longley, Chief Operating Officer
|
| 109,813
|
| (4)
| *
| |||
Jay A. Nudi, Principal Accounting Officer
|
| 94,516
|
| (5)
| *
| |||
John C. Abbott, Director
|
| 52,460
|
| (6)
| *
| |||
Mark B. Justh, Director
|
| 233,193
|
| (7)
| 1.6%
| |||
James S. Pignatelli, Director
|
| 183,992
|
| (8)
| 1.3%
| |||
Jon D. Sawyer, Director
|
| 71,229
|
| (9)
| *
| |||
Todd E. Siegel, Director
|
| 13,548
|
| *
| ||||
Officers & Directors as a Group TOTAL
|
|
1,140,858
|
|
7.7%
| ||||
John Addis/ FourWorld Capital Management LLC
7 World Trade Center, Floor 46
New York, NY 10007
|
| 1,819,644
|
| (10)
| 12.4%
| |||
FourWorld Global Opportunities Fund, Ltd
C/O Mourant Governance Services (Cayman) Limited
94 Solaris Avenue PO Box 1348
Grand Cayman, Camana Bay KY, KY1-1108
|
| 970,673
|
| (10)
| 6.6%
| |||
Two Seas Capital LP/Sina Toussi/Two Seas Capital GP LLC
32 Elm Place 3rd Floor
Rye, NY 10580
|
| 1,202,622
|
| (11)
| 8.2%
| |||
Mr. Kenneth Fried
33 East 56th Street, Apt 16G
New York, NY 10022
|
| 716,576
|
| (12)
| 5.0%
|
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 16 |
Name of Beneficial Owner
| Amount of Beneficial Ownership(1) | Percentage of Class
| ||||||
Monaco Financial LLC
4900 Birch St
Newport Beach, CA 92660
|
| 984,848
|
| (13)
| 6.9%
|
*Indicates less than one percent of common stock.
(1) | Unless otherwise noted, the nature of beneficial ownership consists of sole voting and investment power. |
(2) | Consists of |
|
(3) | Consists of |
(4) | Consists of |
(5) | Consists of 78,976 shares held by Mr. Nudi and 15,540 shares underlying currently exercisable stock options held by Mr. Nudi. |
(6) | Consists of 41,042 shares held by Mr. Abbott and 11,418 shares underlying currently exercisable stock options held by Mr. Abbott. |
(7) | Consists of 227,359 shares held by Mr. Justh, 834 shares held by Hybrid Equity Partners LLC, a limited liability company of which Mr. Justh is a member, and 5,000 shares underlying currently exercisable stock |
|
|
|
(8) | Consists of |
(9) | Consists of 48,836 shares held jointly by Mr. Sawyer and his wife, 10,455 shares held by Sawyer Family Partners, Ltd., a limited partnership of which Mr. Sawyer serves as the general partner, and 11,908 shares underlying currently exercisable stock |
|
(10) |
|
(11) | Based |
(12) | Based upon Schedule |
(13) | Based on Schedule 13G filed by Monaco Financial LLC on |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during the fiscal year ended December 31, 2018, and Form 5 and amendments thereto furnished to the Company with respect to the fiscal year ended December 31, 2018, 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 requires the Company’s executive officers and directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file an initial report of beneficial ownership on Form 3 and changes in beneficial ownership on Form 4 or 5 with the SEC.
Executive officers, directors and greater than ten percent shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from the reporting persons, the Company believes that there were no delinquent filings during the fiscal year ended December 31, 2018.2021.
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 17 |
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, 2018:2021:
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (# )(1)
| Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)
| Number of (# )(2)
| ||||||||||||
Equity compensation plans
approved by security holders
| 280,318 | 13.58 | 6,226 | ||||||||||||
Equity compensation plan not approved by security holders
| - | - | - |
|
Plan Category
| Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (# )(1)
| Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)
| Number of (# )(2)
| |||
Equity compensation plans
approved by security holders
| 714,992 | 5.32 | 165,231 | |||
Equity compensation plans not approved by security holders
| - | - | - |
(1) | Includes the issuance of 238,651 stock options and |
(2) | Includes shares available for issuance under the |
Each outstanding stock option and stock unit may be settled in stock on aone-for-one basis. The weighted average exercise price of the 238,651 stock options is $15.95. The 41,667476,341 restricted stock units have no tangible value until vesting is complete.exercise price. The shares available for issuance under the 20152019 Stock Incentive Plan are available for Incentive Stock Options,Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units and Stock Appreciation Rights. TheIn June 2019, the 2019 Stock Incentive Plan was approved by the Stockholders, “The Amended 2015 Stock Incentive Plan expires on January 2, 2025 and will no longer provide additional awards. Options or awards then outstanding may be vested or exercised until they expire or terminate. The 2019 Stock Incentive Plan expires on June 3, 2029, 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.
ODYSSEY MARINE |
Cuota Appreciation Rights Plans
SinceDuring 2017 there have been no sharesand 2018, when company equity was not available in our stock incentive plans to issue long-term equity incentive awards to our executive officers and key employees or equityfor 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,programs, 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 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 beis 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 selectselected 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 deferredlong-term 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 bewere set forth in an award agreementagreements between the Company and each participant, and the award agreement willagreements 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 November 7, 2017, the Board granted 406,024 CARs under the Key Employee CAR Plan and 278,000 CARs under the Director CAR Plan for 2018 Long-Term Incentives. The table below shows information regarding CARs granted on November 7, 2017,outstanding to the Company’s Directorsdirectors and named executive officers:
Participant
| Position
| No. of
CARs Awarded
| Grant Date
Fair Value
| |||||
John C. Abbott | Director | 68,897 | $ | 3.00 |
| |||
Mark B. Justh | Director | 74,926 | $ | 3.00 |
| |||
James S. Pignatelli | Director | 65,280 | $ | 3.00 |
| |||
Jon D. Sawyer | Director | 68,897 | $ | 3.00 |
| |||
Mark D. Gordon | Chief Executive Officer | 196,742 | $ | 3.00 |
| |||
John D. Longley | Chief Operating Officer | 73,265 | $ | 3.00 |
| |||
Jay A. Nudi | Chief Financial Officer | 64,821 | $ | 3.00 |
|
The CAR awards granted to the independent directors all vested in full January 1, 2018 and shall have payouts based on 1/3 of the CARS awarded on each Payout Event date of January 31, 2021, January 31, 2022 and January 31, 2023 subject to the provisions of the Director CAR Plan and theNon-Employee Director CAR Agreements. The directors agreed to accept the CAR awards in lieu of the cash compensation that they would otherwise be paid for 2018.
The CAR awards granted to the executive officers will vest inone-third (1/3) of the number of CARs awarded on eachas of December 31, 2018, 2019 and 2020, and shall have payouts based on 1/3 of the CARS awarded on each Payout Event date of January 31, 2021, January 31, 2022 and January 31, 2023 subject to the provisions of the Employee CAR Plan and the Employee CAR Agreements.2021:
|
Participant
| No. of
CARs Outstanding
| No. of
CARs vested
| Grant Date
Fair Value
| CARS
| CARS
| |||||||||||||||
John C. Abbott, Director | 72,597 | 72,597 | $3.00 | 49,632 | 22,965 | |||||||||||||||
Mark B. Justh, Director | 78,283 | 78,283 | $3.00 | 53,308 | 24,975 | |||||||||||||||
James S. Pignatelli, Director | 69,186 | 69,186 | $3.00 | 47,426 | 21,760 | |||||||||||||||
Jon D. Sawyer, Director | 72,597 | 72,597 | $3.00 | 49,632 | 22,965 | |||||||||||||||
Mark D. Gordon, Chief Executive Officer | 186,613 | 186,613 | $3.00 | 121,032 | 65,581 | |||||||||||||||
John D. Longley, President & Chief Operating Officer | 69,955 | 69,955 | $3.00 | 45,173 | 24,782 | |||||||||||||||
Laura L Barton, Chief Business Officer | 50,255 | 50,255 | $3.00 | 32,575 | 17,650 |
Each participant in the Cuota PlansKey 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 of the CARsgrant 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. 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 as the payout value of each CAR. Awards that do not have a value above $3.00 per cuota on a payout date are forfeited. The current fair value of the cuotas are less than $3.00, therefore the outstanding CAR awards are out of the money. The CAR awards eligible for payout on January 31, 2021 and January 31, 2022, were forfeited with no payout. There are no more CARs available in the CAR Plans for future grants.
ODYSSEY MARINE | 19 |
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Introduction
The Company is a “smaller reporting company” under Item 10 of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended, and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement.
This section details the objectives and design of our executive compensation program. It includes a description of the compensation provided in 20182021 to our executive officers who are named in the Summary Compensation Table and listed below:
Mark D. Gordon |
| |
John D. Longley | President and Chief Operating Officer | |
| Chief | |
The following table sets forth information regarding the compensation paid to or earned by the Company’s Chief Executive Officer (“CEO”) and each of the two other most highly compensated executive officers for services rendered to the Company and its subsidiaries for the fiscal years ended December 31, 20172020 and 2018.2021. These individuals, including the CEO, are collectively referred to in this Proxy Statement as the “Named Executive Officers” (“NEOs”)or “NEOs”.
SUMMARY COMPENSATION TABLE
Name and Principal Position (1) | Year | Salary | Non-Equity
Incentive Plan
Compensation
($) | |||||||||||||||||||||
Stock
Awards
($)(2)
| All Other
Compensation
($) (3)
| |||||||||||||||||||||||
Total
($) | ||||||||||||||||||||||||
Mark D. Gordon, President and Chief
| 2018 | $ | 376,250 | $ | - | $90,856 | $ | 936 | $ | 468,042 | ||||||||||||||
| 2017
|
| $
| 376,250
|
| $
| -
|
|
| $123,429
|
| $
| 864
|
| $
| 500,543
|
| |||||||
John D. Longley,
| 2018 | $ | 220,000 | $ | - | $37,500 | $ | 686 | $ | 258,186 | ||||||||||||||
| 2017
|
| $
| 220,000
|
| $
| -
|
|
| $50,944
|
| $
| 619
|
| $
| 271,563
|
| |||||||
Jay A. Nudi, Chief
| 2018 | $ | 193,693 | $ | - | $33,016 | $ | 605 | $ | 227,314 | ||||||||||||||
| 2017
|
| $
| 193,693
|
| $
| -
|
|
| $44,852
|
| $
| 559
|
| $
| 239,104
|
| |||||||
Name and Principal Position(1) | Year | Salary | Non-Equity
Incentive Plan
Compensation
($) | |||||||||||||||||||||
Stock
Awards
($)(2)
| All Other
Compensation
($)(3)
| |||||||||||||||||||||||
Total
($) | ||||||||||||||||||||||||
Mark D. Gordon,
| 2021 | $ | 421,065 | $ | 654,003 | $263,126 | $ | 1,002 | $ | 1,339,196 | ||||||||||||||
| 2020
|
| $
| 376,250
|
| $
| 507,936
|
|
| $115,212
|
| $
| 1,044
|
| $
| 1,000,442
|
| |||||||
John D. Longley,
| 2021 | $ | 246,560 | $ | 305,997 | $126,735 | $ | 790 | $ | 680,082 | ||||||||||||||
| 2020
|
| $
| 220,000
|
| $
| 242,000
|
|
| $47,553
|
| $
| 766
|
| $
| 510,319
|
| |||||||
Laura L. Barton, Chief
| 2021 | $ | 225,945 | $ | 294,001 | $121,765 | $ | 686 | $ | 642,397 | ||||||||||||||
| 2020
|
| $
| 168,775
|
| $
| 164,544
|
|
| $36,481
|
| $
| 588
|
| $
| 370,388
|
| |||||||
(1) | The offices held by each named executive officer are as of December 31, |
(2) |
|
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 20 |
amounts shown for each NEO is the fair value on the date of grant of restricted stock units that vest in 1/3 of the number of shares granted |
(3) | The amounts shown reflect amounts for life insurance premiums paid by the Company on behalf of each NEO for the fiscal years |
|
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 the officers named in the Summary Compensation Table including our CEO.NEOs.. 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 assists the CEO and the Compensation Committee in providing appropriate analyses or peer group reviews and coordination with any outside consultants which may be retained to review the executive compensation program or compensation related matters. During 2018,This year and as in past years AON served as the Compensation Committee’s independent compensation consultant by providing analysisinput relating to executive compensation.2021 annual incentive compensation metrics.
Employment Agreements with Our Named Executive Officers
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 iswas for an initial term of three years and will automatically renewrenews for successiveone-year periods unless terminated by Odyssey or Mr. Gordon upon ninety (90) days written 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 thea one-for-twelve reverse stock split and to adjust the exercise prices at which vesting would occur as deemed appropriate by the Compensation Committee. On June 6, 2019, the employment agreement was further amended to extend the vesting period for certain restricted stock units held by Mr. Gordon until September 30, 2020. On August 8, 2021, the employment agreement was further amended to extend the vesting period for certain restricted stock units held by Mr. Gordon to October 1, 2022.
Pursuant to the amended employment agreement, as amended, 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:
a restricted stock award of 8,333 shares of common stock that vested immediately, having a value of $15.24 per share on the date of grant; and
an initial grant of restricted stock units representing 41,667 shares of common stock that will vest in 25.0% increments when the average closing share price of Odyssey’s common stock for any 20 consecutive trading days reaches $12.00, $13.71, $15.43, and $17.14, subject to Mr. Gordon’s continued employment and any restricted shares that remain unvested portion of the restricted stock uniton October 1, 2022 will be forfeited five years after the date of grant.will forfeited.
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 renewal term, Mr. Gordon will be entitled to receive (a) his salary
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 21 |
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:until 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 renewal 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
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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 Stock 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 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.
Components and Results of the 20182021 Executive Compensation Plan
Base Salaries. Base salary is intended to provide our executive officers a level of assured cash compensation to our executive officers that is reasonably competitive in the 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, and the Company’s ability to pay and relevant competitive market data.pay.
The base salary rangesrange for the CEO and CFO areis 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. The base salaries of the CEO and the NEO base salaries were unchanged from 2017 through 2020 therefore, no peer group analysis was performed for 2018 compared to 2017.this period.
The Compensation Committee increased base salaries effective April 1, 2021, by 3% per year since the last increase in base salary in 2016 for Mr. Gordon, Mr. Longley and for Ms. Barton, and Ms. Barton received an additional 25% increase based on her new role as Chief Business Officer. These increases resulted in base salaries below the mid-point of peer group analysis performed during 2013 and 2014.
Annual Incentive Compensation and Targets. Annual incentive compensation is intended to provide our NEOs a component of total cash compensation that represents an award for meeting corporate key objectives and achievement of individualthat support our strategic objectives.plan priorities. 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
Four weighted corporate metrics are weighted 75% towardfocused on two strategic priorities we believe are critical to our long-term success: increasing 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 objectivesvalue of our NEOs.
Attainmentmineral project portfolio and optimization 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%our business functions necessary 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 2018, to achieve 60% of target incentive, revenue needed to be $16 million or greater; to achieve 40% of target incentive, earnings per share needed to be $2.00 per share or cash flow from operations would need to be $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.increase our mineral portfolio value.
ODYSSEY MARINE | 22 |
TheThere are two major opportunities to increase the value of our mineral portfolio: adding new projects to the portfolio and advancing projects towards a bankable feasibility study, which includes multiple steps. Our business optimization metrics focused on improving our balance sheet (reducing debt) and raising capital for our project subsidiaries to fund their operations. Our NEOs each share the following corporate performance metrics formulated to advance the Company’s strategic plan priorities, which are weighted as shown in the table illustrates the key performance indicators for 2018:below:
Revenue (up to 60%)
| Operating Cash Flow(up to 40%)
| |||||||
1) $0 - $3.9 million
| 0%
| 1) worse than 2016+2017 avg. (-$10.4 million)
| 0%
| |||||
2) $4 - $5.9 million
| 1% - 10%
| 2)$0-5 million improvement vs. 2016/17 avg.
| 1% - 20%
| |||||
3) $6 - $7.9 million
| 11% - 25%
| 3)$5.1- $7 million improvement vs. 2016/17 avg.
| 21% - 40%
| |||||
4) $8 - $11.9 million
| 26% - 40%
| 4) greater than $7.5 million
| 40%
| |||||
5) $12 - $16 million
| 41% - 60%
| |||||||
6) greater than $16 million
| 60%
|
Strategic Priority | Corporate Performance Metric | Weighting | Threshold (50%) | Target (100%) | Max (125%)
| |||||
Portfolio Value | Creating New Mineral Portfolio Opportunities
|
| ||||||||
|
| |||||||||
|
Application | |||||||||
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Rights Granted
| |||||||||
Advance Projects toward Bankable Feasibility Study/Operations | 35% | LSG Phase 1 Operations Funded or CIC MOps Underway | CIC MOps Underway and ISG Funded | CIC and LSG MOps Underway | ||||||
Optimization | Subsidiary annual operational budget(s)
|
15% | $1.5M | $3M | $4.5M
| |||||
Debt Reduction (P&I) | 15% | $3M | $5M | $10M+ | ||||||
Total | 100% |
MOps = Marine Operations and LSG = Lihir Subsea Gold
Although it is intended that the Compensation Committee will follow the incentive award guidelines, the Committee has the discretion to increase or decrease the amounts based upon extenuating or unforeseen circumstances or to deny annual incentive awards whether or not performance targets are achieved, as it deems appropriate.
The Compensation Committee evaluates the Company’s performance with the assistance of the CFO and evaluates the individual performance for all officers based upon input provided by the CEO and other NEOs. Based upon review of these factors, the Compensation Committee is provided with recommendations and determines the annual incentive amounts.
Achievement of Performance Indicators and Annual Award Payouts for 2018.2021.For 2018,2021, the NEOs qualified for 28.4%71.0% of the target award based on the achievement of corporate performance metrics which was comprisedapply to all of 3.4% for Company key performance indicators and 25% for individual strategic objectives.our NEOs. The key performance criteria achieved in 2018 was for Earnings per Share. Earnings per share (EPS) was allocated a 5.0% performance component because actual EPS of $(0.60) was withinCompensation Committee determined the range of category 2 under EPS performance factors. The total of the performance factor components was 5.0%, but since the performance components represented 75% of the annual incentive target for the NEOs, the overall target annual incentive percentage earned for Company performance criteria was 3.4%following objectives were met:
• | Creating new mineral portfolio opportunities: The Compensation Committee assigned this a Target 100% level because management created multiple new project opportunities that included achievements and milestones that were not anticipated when the targets were set. Management made significant progress towards acquiring 19 existing phosphate licenses in the EEZ of a South American country by researching and identifying a new phosphate opportunity and negotiating an agreement to acquire a 75% stake in a joint venture that holds these licenses. Management also identified a polymetallic nodule opportunity and signed an memo of understanding with a sovereign government (Antigua and Barbuda) to establish a long-term partnership to explore opportunities for respectful and environmentally sustainable mining within the island’s marine space. In addition, the company had fully completed an application that was about to be submitted through a government licensing process for an area believed to contain polymetallic nodules, but the completed application was held for submission at a later date for strategic reasons. This metric is weighted at 35%. |
• | Advance projects towards Bankible Feasiblity Study/Operations: The threshold 50% level was achieved. A rights offering was held in Lihir Subsea Gold to fund initial survey operations. Odyssey oversubscribed, participated, increasing Odyssey’s ownership of the project from 79.9% to 85.6%. Offshore survey and mapping operations commenced in December 2021 with the goal of producing a high-resolution acoustic terrain model of the seafloor as well as acquiring acoustic images of subseafloor sediments and lithology to further characterize the value of the project and allow informed decision making on how to proceed with environmentally sensitive geologic sampling. This metric is weighted at 35%. |
• | Debt Reduction: The debt reduction metric was achieved at the Max 125% level by removing $12 million of debt owed to Monaco and related parties. This metric is weighted at 15%. |
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 23 |
Metric | Level Achieved | Weighting | Level x Weighting | |||
Create new mineral portfolio opportunities | 100% | 35% | 35% | |||
Advance Projects towards BFS/Operations | 50% | 35% | 18% | |||
Debt Reduction | 125% | 15% | 19% | |||
Percent Earned |
|
| 71% |
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,target achievement, and the actual incentive award payout based upon the recommendation of the Compensation Committee.payout.
Named Executive Officer | Target
Award as | Company/Individual
Performance Weighting | Target Incentive
Award Per Plan | 2018 Actual
Incentive | Incentive
% Base | |||||
Mark D. Gordon | 70% - 100% | 75%/25% | $319,813 | $90,856 | 24.1% | |||||
John D. Longley | 50% - 70% | 75%/25% | $132,000 | $37,500 | 17.0% | |||||
Jay A. Nudi | 50% - 70% | 75%/25% | $116,216 | $33,016 | 17.0% | |||||
NEO | Base Salary | Target % of Base | Target Award $ | Target Achievement | Incentive Payout | |||||
Mark D. Gordon, Chief Executive Officer | $436,000 | 85% | $370,600 | 71% | $263,126 | |||||
John D. Longley, President and COO | $255,000 | 70% | $178,500 | 71% | $126,735 | |||||
Laura L. Barton, Chief Business Officer | $245,000 | 70% | $171,500 | 71% | $121,765 |
These 20182021 Annual Incentive awardsaward amounts were approved by the Compensation Committee during March 20192022 and have not yet been paid to the NEOs as of the date of this Proxy Statement.NEOs.
Discretionary Bonus.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 awarded or made to our NEOs for 2018.2021.
Long-TermEquityIncentiveAwardsAwards..Long-term equity incentive (“LTI”) awards are designed to align a significant portion of total compensation with our long-term goal of increasing the value of the Company. These equity awards are designed to
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reward longer- term performance 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. However, during 2018Target amounts as a percentage of base salary were set at 150% of base salary for the Company stock incentive plans were depletedChief Executive Officer and there were no equity instruments available120% for LTI awards. As a result, no LTI awards were granted for 2018, but the Chief Operating Officer and Chief Business Officer.
On March 8, 2021, Compensation Committee approved awards from theawarded grants of restricted stock units with non-equitytwo-year CAR plan developed during 2017 to serve as a long-term incentive for our NEOs as described below.
Cuota Appreciation Rights (CARS).During 2018, there were no shares available in the company stock incentive plans to issue long-term equity incentive awards to our NEOs and conditionsservice vesting to the Stock Purchase Agreement prohibit the Company from issuing additional equity instruments through our stock incentive plans. For this reason, the Compensation Committee looked to an alternate form of compensation that could be used as long-term incentive awards 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 a long-term incentive component of executive compensation in place of Long-Term Equity Incentive Awards which were not available for grant during 2018.
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 grant and the date of the payment event, in each case as determined by the Board in accordance with the provisions of the 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 as the payout value of each CAR. The CARs vest over three years. The fair value of the cuota as of the most recent cuota fair value is $1.53, therefore the outstanding CAR awards are out of the money.
The following table includes the number of Cuota Appreciation Rights the NEOs were granted on November 7, 2017 for year 2018.NEOs:
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| 2021 Long-Term Incentive Awards(1) | ||
Name | Position | Restricted Stock Units(2) | ||
Mark D. Gordon | 92,243 | |||
John D. Longley | 43,159 | |||
| 41,467 |
(1) | The long-term incentive restricted stock unit awards are valued based upon the stock price on the date of grant which was $7.09. |
(2) | The restricted stock units vest in increments of one-half on December 20, 2021 and 2022. Each restricted stock unit represents one share of common stock. |
The following table includes the target long-term incentive award expressed as a percentage of base salary and the actual long-term incentive awarded on March 8, 2021, as a percentage of base salary in effect at the date of the award.
Name | Position | Target Long-Term | Actual Long-Term Incentive Award as | |||
| Chief Executive Officer | 0% - 150% | 150.0% | |||
John D. Longley | President & Chief Operating Officer | 0% - 120% | 120.0% | |||
Laura L. Barton | Chief Business Officer | 0% - 120% | 120.0% |
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 24 |
(1) The CAR awards will vest inone-third increments on each of December 31, 2018, 2019 and 2020. Payout dates for the number of CARs vesting on each vesting date are January 31, 2021, 2022 and 2023.
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 all OherOther Compensation.Odyssey does not have any deferred compensation or retirement plans at this time.plans. During 2018,2021, 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.
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Life Insurance Benefits payablePayable upon deathDeath of ourOur NEOs.At December 31, 2018,2021, there were life insurance policies that would have paid the following benefits upon the death of our NEOs as follows:
Named Executive Officer | Life insurance benefits payable upon the death of our NEOs as of December 31, | |
Mark D. Gordon
| $300,000
| |
John D. Longley
|
| |
|
|
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 25 |
Outstanding Equity Awards at 20182021 Year-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 NEOs as of December 31, 2018.2021.
20182021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
Option Awards
| Stock Awards
| Option Awards
| Stock Awards
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
| Number of
| Number of
| Option
| Option
| Number of
| Market
| Equity Incentive
| Equity
|
Number of
|
Number of
| Option
| Option
| Number of
| Market
| Equity Incentive
| Equity
| ||||||||||||||||||||||||||||||||||||||||||||||||
Exercisable
| Unexercisable
| Exercisable
| Unexercisable
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark D. Gordon
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21,328 |
| — | $ | 26.40 |
|
| 12/31/2023 | (4) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 39,333 |
|
| — |
| $ | 12.48 |
|
| 12/31/2024 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
21,328 | $ | 26.40 | 12/31/2023 | (3) |
| 42,328 |
| $ | 220,106 |
|
| 41,667 |
| $ 216,668 | ||||||||||||||||||||||||||||||||||||||||||||||||||
39,333 | $ | 12.48 | 12/31/2024 | (4) |
| 46,121
|
| $
| 239,829
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| -
|
| $
| -
|
|
| 41,667
|
| $
| 138,751
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
John D. Longley
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1,987 | $ | 26.40 | 12/31/2023 | (5) |
| 1,987 |
|
| — |
| $ | 26.40 |
|
| 12/31/2023 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||
4,167 | $ | 12.84 | 10/06/2024 | (6) |
| 4,167 |
|
| — |
| $ | 12.84 |
|
| 10/06/2024 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
17,917 | $ | 12.48 | 12/31/2024 | (7) |
| 17,917 |
|
| — |
| $ | 12.48 |
|
| 12/31/2024 | (8) | ||||||||||||||||||||||||||||||||||||||||||||||||
| -
|
| $
| -
|
|
| -
|
| $
| -
|
|
| 20,166 |
| $ | 104,863 |
| — | $ — | |||||||||||||||||||||||||||||||||||||||||||||
Jay A. Nudi
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21,579
|
| $
| 112,211
|
|
| —
|
|
| $ —
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Laura L. Barton
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6,123 | $ | 26.40 | 12/31/2023 | (8) |
| 12,909 |
|
| — |
| $ | 26.40 |
|
| 12/31/2023 | (9) | ||||||||||||||||||||||||||||||||||||||||||||||||
9,417 | $ | 12.48 | 12/31/2024 | (9) |
| 11,250 |
|
| — |
| $ | 12.48 |
|
| 12/31/2024 | (10) | ||||||||||||||||||||||||||||||||||||||||||||||||
- | $ | - | - | $ | - |
| 13,712 |
| $ | 71,302 |
| — | $ — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 20,733 |
| $ | 107,812 |
| — | $ — |
(1) | The restricted stock units will vest December 20, 2022. Each restricted stock unit entitles the holder to one share of common stock upon vesting. |
(2) | The market value of the equity incentive plan awards in the form of restricted stock units that have not vested are calculated by multiplying the number of shares represented by the stock awards by the closing price of our common stock on December 31, 2021, which was $5.20. |
(3) | The award of restricted stock units will vest as follows: 25% of the award will vest when the average closing share price of the common stock for any 20 consecutive trading days is $12.00 or higher; 25% of the award will vest when the average closing share price for any 20 consecutive trading days is $13.71 or higher; 25% of the award will vest when the average closing share price for any 20 consecutive trading days is $15.43 or higher; and 25% of the award will vest when the average closing share price for any 20 consecutive trading days is $17.14 or higher. |
|
This option vested as to 7,109 shares on each of December 31, 2014 and 2015 and 7,110 shares on December 31, 2016. |
This option vested as to 13,111 shares on December 31, 2015, and in 1/36th of the award monthly thereafter. |
This option vested as to 662 shares on December 31, 2014 and 2015 and 663 shares on December 31, 2016. |
|
This option vested inone-third increments of 1,389 shares on each of October 6, 2015, 2016 and 2017. |
ODYSSEY MARINE EXPLORATION-2022 Proxy Statement | 26 |
(8) | This option vested as to 5,972 shares on December 31, 2015, and in 1/36th of the award monthly thereafter. |
This option vested inone-third increments of |
This option vested as to |
Potential Payments Upon Termination or Change in Control
Change in Control
Mr. Gordon has a written employment agreement that provides for payments at, following, or in connection with achange-in-control of the Company or termination. There are no other employment contracts or agreements, whether written or unwritten, with our other NEOs. Under our 2015 Stock Incentive Plan,stock incentive plans, the Compensation Committee has the discretion, but not the obligation, to accelerate the vesting or to compensate holders of otherwise unvested stock incentives in the event of achange-in-control. Only options or restricted stock awards not assumed by the entity taking control are subject to potential acceleration of vesting under achange-in-control.
Termination
Mr. Gordon’s employment may be terminated at any time by Odyssey with or without cause or by Mr. Gordon with or without good reason with (90) days, written notice. If Mr. Gordon’s employment is terminated by Odyssey without cause, by Mr. Gordon with good reason, as a result of Mr. Gordon’s disability, or if Odyssey elects not to renew the employment agreement at the end of the initial term or any renewal term, Mr. Gordon will be entitled to receive (a) 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. All outstanding unvested stock options and restricted stock awards (other than the initial grant described above under “Employment Agreements with Our Named Executive Officers”) 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, as a result of Mr. Gordon’s death, or if Mr. Gordon elects not to renew the employment agreement at the end of the initial term or any renewal term, Odyssey will have no further payment obligations to Mr. Gordon other than for the Accrued Obligations. Payments that would have been due to Mr. Gordon and the value of equity awards that would have vested had he been terminated on December 31, 2018,2021, are shown in the table below.