POWER OF ATTORNEY
WHEREAS, the undersigned may be required to make filings with the
Securities and Exchange Commission (the "Commission") under Section 16 of the
Securities Exchange Act of 1934, as amended (the "Act"), and the rules and
regulations of the Commission promulgated thereunder, relating to his equity
ownership in Omega Protein Corporation (the "Company");
NOW, THEREFORE, the undersigned, in his capacity as a proposed director of
the Company, does hereby appoint John D. Held, Bret D. Scholtes and Andrew C.
Johannesen, and each of them severally, as his true and lawful attorney or
attorneys-in-fact with full power of substitution and resubstitution, to execute
in his name, place and stead, Forms 3, 4 or 5 and other similar Forms, as may be
required or necessary or desirable under Section 16 of the Act, and any and all
documents necessary or incidental in connection therewith, including without
limitation any amendments thereto, and to file the same with the Commission and
any applicable stock exchange or other applicable regulatory authority. Each of
said attorneys-in-fact shall have full power and authority to do and perform in
the name and on behalf of the undersigned in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and confirming the acts that said attorneys-in-fact
and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
The above authorization shall remain in effect until revoked by a later dated
written revocation.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 30th day of June, 2016.
/s/ David H. Clarke
DAVID H. CLARKE
