Mary O’Hara
About Mary O’Hara
Mary P. O’Hara is General Counsel, Chief Legal Officer, Secretary, and Director at Applied Energetics (AERG). She joined the Board on August 20, 2021; was appointed General Counsel and Chief Legal Officer in January 2022; and became Secretary in September 2022. Age 58, she holds a J.D. from New York University School of Law and a B.A. in Economics, magna cum laude, from the University of New Mexico . Company-level pay-versus-performance disclosures indicate volatile TSR and losses over 2022–2024; TSR on a fixed $100 investment was $576 (2022), $649 (2023), and $217 (2024), with net losses of $5.77M, $7.35M, and $9.17M, respectively, underscoring the importance of performance conditions embedded in newer equity grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Masur, Griffitts, Avidor LLP (now Griffitts LLP) | Affiliated attorney; represented Applied Energetics prior to joining | Not disclosed | Securities/corporate counsel to AERG; continuity of legal strategy |
| Hodgson Russ LLP | Partner | Not disclosed | Corporate/securities expertise |
| Fulbright & Jaworski LLP (now Norton Rose Fulbright) | Associate | Not disclosed | Corporate/commercial law experience |
| Mayer Brown & Platt LLP (now Mayer Brown LLP) | Associate | Not disclosed | Corporate/commercial law experience |
External Roles
None disclosed beyond prior law firm affiliations .
Fixed Compensation
| Metric | 2023 | 2024 | Current as of May 29, 2025 |
|---|---|---|---|
| Base Salary ($) | $250,000 | $250,000 | $300,000 (salary increased May 29, 2025) |
| Bonus Paid ($) | $0 | $0 | Not disclosed |
Notes:
- Employment agreement provides eligibility for discretionary annual bonus; specific target % not disclosed .
Performance Compensation
| Instrument | Grant Date | Number of Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| Non-qualified stock options (Board grant upon joining) | 2021 (associated with Director appointment) | 360,000 | 1.27 | Time vesting; fully exercisable as of 12/31/2024 | 8/20/2031 |
| Incentive stock options (Executive employment agreement) | Effective 1/1/2022 | 640,000 | 2.40 | Time vesting over 4 years; 480,000 exercisable and 160,000 unexercisable at 12/31/2024 | 1/1/2032 |
| Performance-tied options (Revenue milestones) | 5/20/2025 | 500,000 | Not disclosed | Milestone vesting: 17% at $10M, 33% at $25M, 50% at $50M Annual Revenue Targets | Not disclosed |
Additional plan terms relevant to awards:
- 2025 Equity Incentive Plan defaults to double-trigger acceleration post-Change in Control (options/SARs accelerate if terminated without cause/for good reason within 18 months; performance awards settled based on target or committee determination) .
- Plan permits clawback consistent with company policy and applicable rules .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| 9/6/2024 | 813,333 | <1% | All such shares underlie options; additional 186,667 options subject to timed vesting (not exercisable within 60 days) |
| 7/28/2025 | 1,470,000 | <1% | All such shares underlie options; additional 93,333 options subject to timed vesting (not exercisable within 60 days) |
Exercisable vs. unexercisable detail (as of FY-end 2024):
| Option Block | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | As-of |
|---|---|---|---|---|---|
| Board grant (2021) | 360,000 | — | 1.27 | 8/20/2031 | 12/31/2024 |
| Executive grant (2022) | 480,000 | 160,000 | 2.40 | 1/1/2032 | 12/31/2024 |
Disclosures:
- No pledging or hedging of company stock disclosed .
- Stock ownership guidelines for executives/directors not disclosed .
Employment Terms
| Term Element | Details |
|---|---|
| Role | General Counsel, Chief Legal Officer; Secretary; Director |
| Employment start | Executive employment agreement effective 1/1/2022 |
| Contract term | Initial 3-year term; automatic 1-year renewals unless terminated |
| Base salary | $250,000 initially; increased to $300,000 on 5/29/2025 |
| Bonus | Eligibility for discretionary annual bonus (no targets disclosed) |
| Equity | 640,000 ISOs at $2.40 (4-year vest); 360,000 options tied to 2021 board service at $1.27; 500,000 performance-tied options granted 5/20/2025 with revenue milestones |
| Severance | Company discloses executive officers have standard 90-day severance; no separate CIC cash agreements (vesting per plan provisions) |
| Change-in-control | 2025 Plan default: double-trigger acceleration for options/SARs; performance awards settled at target or committee-determined level |
| Clawback | Awards subject to company clawback policy |
| Non-compete/Non-solicit | Not disclosed for O’Hara |
Board Governance
- Service history and status: Director since August 20, 2021; nominated for three-year term under classified board structure. Class designations were rebalanced in 2025; O’Hara designated Class I with a three-year term .
- Independence: Board identifies certain directors as independent (Adamczyk, Schultz, Alber, Andrews); O’Hara is an executive director and not listed among independent directors .
- Committees: No standing committees currently; full Board fulfills audit/comp/nom functions with ongoing evaluation to constitute committees in future .
- Meeting attendance: 2024—13 formal meetings; all nominees attended all formal meetings except Dr. Quarles missing one; implies O’Hara attended all. 2023—12 formal meetings; all nominees attended all formal meetings .
Director Compensation
No separate director cash retainer or equity disclosed for O’Hara; director compensation tables list other directors (e.g., Adamczyk and Schultz). O’Hara’s compensation is reported under executive compensation .
Compensation Structure Analysis
- Shift toward performance linkage: 5/20/2025 grant of 500,000 options vests against revenue milestones ($10M/$25M/$50M annual gross revenue), improving pay-for-performance alignment for O’Hara relative to earlier time-vested awards .
- Mix of cash vs equity: Historically, cash salary ($250k) with equity options (board and executive grants); salary stepped up to $300k in 2025, but performance-conditioned equity increases at-risk pay share .
- Change-in-control and clawback protections: Double-trigger acceleration and clawback reduce windfall risk and enhance governance discipline .
Risk Indicators & Red Flags
- Related party/transactions: None involving O’Hara disclosed. Company disclosed contributions to Silicon Valley Defense Group tied to CEO; and historical AOS asset purchase involving CSO, not O’Hara .
- Section 16 compliance: Company noted some late Form 4 filings by other executives; O’Hara not cited for late filings in 2024; her holdings footnotes reference timely Form 4s (Jan 6, 2022; May 22, 2025) .
- No tax gross-ups, option repricing, or pledging/hedging disclosed for O’Hara .
Performance Compensation (Detailed Metrics, Weighting, Payout)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Revenue (performance options) | 17% / 33% / 50% tranches | $10M / $25M / $50M Annual Revenue | Not disclosed | Vests corresponding tranche upon target attainment | Options granted 5/20/2025; vest upon milestone achievement |
Note: No annual cash bonus metrics disclosed for O’Hara; company indicates discretionary bonus eligibility without specified targets .
Investment Implications
- Alignment improving: The 5/20/2025 performance-tied option grant directly links O’Hara’s incremental equity vesting to revenue scale milestones, increasing sensitivity of compensation to value creation in a company with historically negative net income and volatile TSR .
- Limited “skin in the game”: Beneficial ownership remains <1%, composed primarily of options; while this provides upside exposure, low direct share ownership may temper alignment versus peers with higher outright holdings. Watch for Form 4s indicating net share settlement patterns and potential selling pressure on vesting dates .
- Governance protections: Double-trigger CIC vesting and a clawback framework mitigate headline risk from windfalls or restatements, while absence of separate CIC cash multiples curbs parachute inflation; committee formation, when implemented, could strengthen oversight of pay-for-performance .
- Retention risk moderate: Standard 90-day severance for executives suggests limited cash protection; however, existing unvested equity and performance milestones likely act as retentive anchors. Salary step-up to $300k recognizes scope expansion, supporting retention in legal/strategic roles during scaling .