John D. Longley
ODYSSEY MARINE EXPLORATIONAbout John D. Longley
John D. Longley (age 58) is President (since June 2019) and Chief Operating Officer (since October 2014) of Odyssey Marine Exploration. He joined Odyssey in 2005 as Director of Business Operations and later served as Senior Vice President (2012) and Executive Vice President of Sales and Business Development; he holds a B.S. in Communications from Florida State University. Longley leads project identification and advances value through geological, environmental, engineering, and commercial programs; prior roles include VP Sales & Marketing at Public Imagery (2003–2005) and Director of Retail Marketing at Office Depot (1998–2003) .
Company performance context during his tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,334,702 | $803,799 | $768,677 |
| EBITDA ($USD) | $(17,764,807)* | $(10,094,591)* | $(11,925,908)* |
| Net Income ($USD) | $(22,079,859)* | $5,345,819 | $15,657,934 |
Values retrieved from S&P Global. *No document citation available.
Total shareholder return (illustrative, company-wide) from “Pay Versus Performance” disclosures:
| Year | Value of $100 Initial Investment | Source |
|---|---|---|
| 2021 | $73.24 | 2024 Proxy |
| 2022 | $54.65 | 2024 Proxy |
| 2023 | $65.49 | 2024 Proxy |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Office Depot (North America) | Director of Retail Marketing | 1998–2003 | Led retail marketing initiatives for North American stores |
| Public Imagery | Vice President, Sales & Marketing | 2003–2005 | Directed sales and marketing functions |
| Odyssey Marine Exploration | Director of Business Operations; Senior Vice President; EVP Sales & BD | 2005–2012; 2012; pre-2014 | Built business operations, later led sales/business development |
Fixed Compensation
Multi-year cash compensation and perquisites for Longley:
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $246,560 | $281,250 | $295,075 | $298,700 |
| Target Bonus % of Base | — | 45% | — | — |
| Actual Cash Bonus ($) | $126,753 | $48,938 | — | $25,000 |
| All Other Compensation ($) | $790 | $1,058 | $1,523 | $1,543 |
| Total ($) | $680,082 | $492,316 | $397,098 | $637,243 |
Perquisites and benefits:
- Company-paid life insurance coverage: $299,000 payable upon death as of 12/31/2024 .
- No deferred compensation or retirement plans; officers participate in nondiscriminatory life and health plans .
Performance Compensation
Annual Incentive (Cash)
| Year | Metric | Weighting | Target | Actual/Level Achieved | Payout |
|---|---|---|---|---|---|
| 2022 | Move projects up the value curve | 25% | 100% | 100% | Included in 37.5% overall; Longley payout $48,938 |
| 2022 | Expand financial investor base | 25% | 50% threshold | 50% | Included in 37.5% overall; Longley payout $48,938 |
| 2023 | Annual plan | — | — | No annual incentive plan disclosed | — |
| 2024 | Executive Bonus Plan (special) | Contingent | Gross Amount ≥ $150M; award/settlement by 12/31/2025; debt maturity extension; funding ≥ $7M; cash received post 7/1/2024 | Tribunal award $37.1M (<$150M) → no payout likely | — |
2024 discretionary bonuses (restatement execution, $9.4M shipwreck settlement): Longley $25,000; Gordon $50,000 .
Option Awards
Option grants and terms:
| Grant Date | Shares | Exercise Price | Fair Value (ASC 718) | Term | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Dec 9, 2022 | 65,743 | $3.60 | $2.45 | 5 years | 1/3 on 12/20/2022; 1/3 on 12/20/2023; 1/3 on 12/20/2024 | 12/9/2027 |
| Jun 9, 2023 | 50,000 | $3.53 | — | 5 years | 16,667 on 6/9/2024; 16,666 on 6/9/2025; 16,667 on 6/9/2026 | 6/9/2028 |
| Jan 29, 2024 | 100,000 | $4.65 | $2.61 | 5 years | Vested on grant | 1/29/2024 (as stated) |
| Nov 14, 2024 | 150,000 | $0.4141 | $0.34 | 5 years | Vested on grant | 11/14/2029 |
Notes:
- 2024 option awards: 250,000 shares total (100,000 on 1/29/2024; 150,000 on 11/14/2024), five-year terms, vested at grant .
- Outstanding award table reiterates vesting schedules and expirations as of year-end 2024 .
Equity Ownership & Alignment
Beneficial ownership (as of March 31, 2025):
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Beneficial | % of Class |
|---|---|---|---|---|
| John D. Longley | 111,896 | 380,825 | 492,721 | 1.7% |
Outstanding equity awards (as of December 31, 2024):
| Option Line | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Detail |
|---|---|---|---|---|---|
| 2022 LTI | 114,158 | — | $3.60 | 12/9/2027 | Vested: 48,415 (12/9/2022); 21,914 (12/20/2022); 21,914 (12/20/2023); 21,914 (12/20/2024) |
| 2023 Grant | 16,667 | 33,333 | $3.53 | 6/9/2028 | 16,667 (6/9/2024); 16,666 (6/9/2025); 16,667 (6/9/2026) |
| 2024 Grant | 100,000 | — | $4.65 | 1/29/2024 | Vested on grant |
| 2024 Grant | 150,000 | — | $0.4141 | 11/14/2029 | Vested on grant |
Alignment policies:
- Hedging and pledging of company stock are prohibited under the Insider Trading Policy (amended March 2023; reiterated in 2025 proxy) .
- Clawback policy updated in August 2023 to comply with Nasdaq/SEC, recovers erroneously awarded incentive compensation upon restatement within prior three years .
Employment Terms
- No employment agreement for Longley; covered by the Executive Severance Plan (adopted August 2024) .
Standard termination benefits (Executive Severance Plan):
- If terminated without cause, with good reason, or certain other circumstances: accrued obligations; 100% of base salary and target annual incentive award for the year of termination; prorated incentive for year of termination; continued participation in group health and life insurance (COBRA-eligible); all unvested stock options and restricted stock awards become fully vested .
Change-in-control economics:
- On termination “due to a change in control”: cash severance equal to 2× the sum of (i) base salary and (ii) highest target annual cash bonus in the prior three years (cap: bonus component cannot exceed base salary in effect at termination) .
- Under stock incentive plans, unassumed awards may be accelerated at Compensation Committee discretion in a change in control .
Clawbacks/insider trading controls:
- Clawback policy expanded August 2023 as noted above .
- Insider Trading Policy prohibits hedging/pledging; 10b5-1 compliant plans permitted under pre-approval .
Investment Implications
- Pay mix tilts toward equity due to liquidity constraints: absence of 2023 and 2024 annual cash incentive plans, use of fully vested option grants (250,000 shares in 2024) to retain/incentivize NEOs—aligns upside with stock appreciation but increases potential near-term selling capacity once shares are in-the-money .
- Retention risk mitigated by multi-year vesting on 2023 options through 2026; however, large 2024 grants vested at grant reduce future vesting-based retention hooks .
- Alignment safeguards: hedging/pledging prohibitions and robust clawback policy reduce misalignment and mitigate governance risk in the event of restatements .
- Change-in-control protection at 2× salary+highest target bonus is moderate; combined with full vesting of equity upon certain terminations, potential transaction-related costs are material but not excessive for a smaller reporting company .
- Execution track record: Longley received discretionary bonus tied to significant operational milestones (restatement and $9.4M settlement); 2024 special Executive Bonus Plan tied to ExO monetization/NAFTA award did not pay due to award size (<$150M), indicating compensation tied to event-driven outcomes rather than ongoing operating metrics in recent years .