Michael Otworth
About Michael Otworth
Michael (“Mike”) Otworth, 63, serves as Innventure’s Executive Chairman and Class III director, a role he has held since 2015 at Innventure LLC and since the October 2024 public listing of Innventure, Inc. . He was founding CEO and Chairman of PureCycle Technologies (2015–2022), taking it from concept to a 2021 public offering; prior roles include President/Founding Partner at Green Ocean Innovation (2008–2015), founding CEO roles at XLTG startups (1996–2000), and earlier service as a legislative aide on Capitol Hill . Innventure has not disclosed TSR or consolidated revenue/EBITDA growth for Otworth’s tenure; forward-looking compensation plans emphasize capital raising, Accelsius bookings, and strategic execution in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PureCycle Technologies (PCT) | Founding CEO & Chairman | 2015–2022 | Led from concept/pilot to first commercial plant financing and 2021 public listing . |
| Green Ocean Innovation | President & Founding Partner | 2008–2015 | Provided technology sourcing and innovation services to Lilly/Elanco . |
| XL TechGroup (XLTG) | VP & Founding CEO of multiple startups | 1996–2000 | Built early-stage ventures using XLTG methodology . |
| U.S. House of Representatives | Legislative aide & committee staff | N/A | Early policy/staff experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PureCycle Technologies (PCT) | Founding CEO & Chairman | 2015–2022 | Executed value creation through public listing; no current role disclosed . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary/consulting fees ($) | $300,000 | Provided via Sugar Grove Ventures LLC contractor arrangement; $25,000/month . |
| Target annual bonus ($) | $300,000 | 100% of annual consulting fees under service agreement . |
| 2024 transaction bonus ($) | $0 | Not disclosed for Otworth; only CEO transaction bonus was disclosed . |
| 2025 increase | $37,500/month consulting fee starting Jan 2025 | Adjustment from $25,000/month . |
Performance Compensation
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Formation of a new (4th) operating company | 25% | Establishment in 2024 | Achieved | Included in 85% achievement . |
| Complete Business Combination with >$20mm net proceeds | 50% | De-SPAC close | Achieved | Included in 85% achievement . |
| Formation of a new (5th) operating company (stretch) | +50% stretch | Additional company | Not achieved | No stretch payout . |
| Accelsius booked revenue $10mm | 10% | $10mm bookings | Not achieved | N/A . |
| AeroFlexx GAAP revenue $15mm | 5% | $15mm | Not achieved | N/A . |
| 2024 bonus outcome | — | Target $300,000 | 85% achieved | Notional $255,000; payment contingent on continued service . |
2025 Short‑Term Incentive Plan (company-wide): 40% capital raises (equity/debt), 40% Accelsius 2025 revenue/bookings, 20% strategic execution; payouts from 0% to 200% of target based on achievement percentage .
Equity Awards (Structure, Vesting, and Potential Selling Pressure)
| Award Type | Grant Date | Quantity | Strike/Base | Vesting/Exercise | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs (Innventure common) | Dec 2024 | 537,705 | N/A | Vest Oct 2, 2025 or earlier if lock‑up terminates; continuous service required | $7,001,001 (includes RSUs and Accelsius units subtotal for Otworth) . |
| Stock Options (Innventure) | 12/9/2024 | 262,295 | $12.20/sh | Vest Oct 2, 2025 or earlier per lock‑up; continuous service required | $1,712,786 (Otworth options fair value) . |
| Accelsius SARs (equity‑settled) | Dec 2024 | 150,000 | Base price $12.175 per Accelsius Class A unit | Auto‑exercise at 24 months, death or disability; deliver Innventure shares equal to spread or cash at committee discretion . | |
| Accelsius Incentive Units (Class C) | Mar 2024 | 100,000 | Dist. threshold $4.41 | 25% vests at grant; 9.375% quarterly beginning 1‑yr anniversary; service‑based . | |
| Refinity PI Incentive Units | 12/11/2024 | 109,000 | N/A | 25% vests at 1‑yr; 9.375% quarterly thereafter; service‑based | $0 grant date fair value . |
| Options/SARs aggregate fair value (2024) | — | — | — | — | $7,577,786 (Otworth) . |
Lock‑ups and vest timing indicate potential selling pressure: insider lock‑up ends the earlier of one year post‑Closing (Oct 2, 2025) or when INV stock closes ≥$12 for 20 of 30 trading days starting ≥150 days post‑Closing; RSUs/options vest on Oct 2, 2025 or earlier if lock‑up terminates .
Equity Ownership & Alignment
| Holder | Shares Owned (Common) | % of Common | Notes |
|---|---|---|---|
| Michael Otworth | 3,742,902 | 6.46% | Includes 3,480,607 shares held and 262,295 options vesting Oct 2, 2025 (within 60 days counted for beneficial ownership) . |
Policy alignment and restrictions:
- Insider Trading Policy prohibits short sales; hedging/pledging and standing/limit orders are discouraged; pre‑clearance and blackout periods apply to insiders and directors .
- Compensation Clawback Policy (Nasdaq Rule 5608) mandates recovery of incentive‑based compensation for the three prior fiscal years upon an accounting restatement; no indemnification allowed .
Employment Terms
| Term | Key Provision | Source |
|---|---|---|
| Contracting entity | Sugar Grove Ventures, LLC (independent contractor) . | |
| Scope/time | Consulting tasks; ~40 hours/month; weekly calls/meetings as needed . | |
| Compensation | $25,000/month (two payments); target bonus 100% of annual consulting fees based on Innventure performance; increased to $37,500/month in Jan 2025 . | |
| Termination | Either party may terminate with 30 days’ written notice; no severance terms disclosed . | |
| Non‑compete/exclusivity | No work for competitors during term without Innventure’s written consent; confidentiality and IP assignment; independent contractor status . | |
| Non‑solicit | One year post‑termination; no solicitation of Innventure employees/consultants/clients (except general solicitations) . |
Change‑of‑control economics: Not disclosed for Otworth’s contractor agreement.
Board Governance (Dual Role Implications)
- Role: Executive Chairman; Class III director; not independent .
- Committees: Does not serve on Audit, Compensation, or Nominating & Corporate Governance committees; all standing committee members are independent .
- Lead Independent Director: None currently .
- Executive sessions: Independent directors held two executive sessions in 2024 .
- Attendance: All directors attended all Board and committee meetings in 2024 .
Implications: As Executive Chairman and director, Otworth is non‑independent; committee oversight remains with independent directors, partially mitigating independence concerns .
Related Party Transactions (Alignment/Risk)
| Date | Transaction | Economics | Notes |
|---|---|---|---|
| 12/21/2023 → 03/20/2025 | Otworth working capital loan; repaid by cash $180 and issuance of 114,161 Series C Preferred on 3/24/2025 . | $1,000 principal; $63 fee if not paid; 8% if late . | Converted/terminated; reduces cash interest burden; insider financing . |
| 05/06/2024 | Aircraft time‑sharing reimbursements for business use | $142 reimbursed to Otworth in 2024 . | One‑year auto‑renewing agreements; business use only . |
Innventure’s related party policy requires Audit Committee pre‑approval and independence consideration for director transactions .
Director Compensation (for non‑employee directors, context)
Committee chair/member fees and independence described; Otworth, as Executive Chairman (non‑independent), does not serve on committees or receive independent director committee fees . Specific dollar director retainers are disclosed elsewhere but are not applicable to Otworth’s executive role in 2024.
Compensation Structure Analysis
- Mix shift to equity: Large 2024 grants of RSUs, options, and Accelsius/Refinity incentive units/SARs indicate high at‑risk, equity‑linked pay for Otworth, aligning with company value creation across Operating Companies .
- Performance linkage: 2024 bonus tied to objective milestones (de‑SPAC proceeds, company formation) with 85% achievement; 2025 STIP emphasizes capital formation and Accelsius bookings, reinforcing near‑term financing and commercial traction .
- Clawback adoption: Nasdaq‑compliant clawback increases pay‑for‑performance discipline; no tax gross‑ups disclosed .
- Lock‑up/vesting: RSUs/options vest Oct 2, 2025 or earlier with lock‑up release; this creates potential supply overhang around vest events and lock‑up triggers .
Risk Indicators & Red Flags
- Dilution backdrop: Multiple Yorkville debenture/SEPA proposals approved/seek approval for potential issuances above 19.99% caps, implying ongoing dilution risk (company‑level) .
- Insider trading protocols: Hedging/pledging discouraged; pre‑clearance and blackout periods reduce trading flexibility; potential selling pressure tied to vest/lock‑up milestones .
- Related party optics: Insider loan converted to preferred stock; aircraft reimbursements allowed per policy; both subject to Audit Committee oversight .
Investment Implications
- Alignment: Otworth’s 6.46% beneficial ownership and sizable 2024 equity awards tightly link his upside to Innventure equity and Operating Company performance .
- Execution focus: 2025 STIP targets capital formation and Accelsius bookings; success could catalyze value accretion and support equity award realizations .
- Supply/dilution: RSU/option vesting on Oct 2, 2025 (or earlier upon $12 price trigger) and ongoing Yorkville financings create near‑term supply/dilution overhangs to monitor .
- Governance balance: Dual role (Executive Chairman + director) is mitigated by fully independent committees and regular executive sessions; no Lead Independent Director currently increases reliance on committee chairs for oversight .