Jon D. Sawyer
ODYSSEY MARINE EXPLORATIONAbout Jon D. Sawyer
Jon D. Sawyer (age 78) is an independent director of Odyssey Marine Exploration (OMEX) serving since November 2009. He is Chair of the Compensation Committee (since March 2011) and previously chaired the Governance & Nominating Committee (June 2015–June 2021). The board highlights his expertise in corporate securities law, prior SEC experience, and deep knowledge of public company governance, disclosure, executive compensation, and M&A. He is affirmed independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Odyssey Marine Exploration (OMEX) | Independent Director | Nov 2009–Present | Compensation Committee Chair (since Mar 2011); Governance & Nominating Committee Chair (Jun 2015–Jun 2021) |
| Odyssey Marine Exploration (OMEX) | Audit Committee Member | Current | Member; Audit Chair is Mark B. Justh; committee independence affirmed |
| Odyssey Marine Exploration (OMEX) | Governance & Nominating Committee Member | Current | Member; committee chaired by Todd E. Siegel |
| Odyssey Marine Exploration (OMEX) | Compensation Committee Member/Chair | Current | Chair; committee met 4x in 2024; all members independent |
External Roles
- The OMEX proxy’s director biographies (which include “any additional directorships with public companies”) do not list other current public company directorships for Mr. Sawyer.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirms Sawyer is an “independent director” under Nasdaq Rule 5605 and Exchange Act standards. |
| Committees | Audit (member), Compensation (Chair), Governance & Nominating (member). |
| Board activity & attendance | 2024: 4 regular meetings, 5 special meetings, 3 executive sessions of independent directors; each director then in office attended ≥75% of aggregate Board/committee/private sessions; all directors attended the 2024 Annual Meeting. |
| Lead Independent Director | Mark B. Justh (Lead Director since June 2015). |
| Say-on-Pay signal | At the 2024 Annual Meeting, stockholders voted over 95% in favor of 2023 executive compensation (advisory). |
| Ownership policy | Director stock ownership guideline = 4x annual retainer within 5 years; each current director with ≥5 years of service has met the requirement (includes Sawyer). |
| Insider trading controls | Policy prohibits hedging and pledging of OMEX stock by directors, officers, and employees. |
Fixed Compensation
- Director compensation structure (non-employee directors) for 2024 (and expected to remain generally the same for 2025):
- Annual retainer: $40,000
- Additional annual retainers: Lead Director $15,000; Audit Chair $10,000; Compensation Chair $5,000; Governance & Nominating Chair $5,000
- Target equity component: $45,000 (stock or options under the stock incentive plan)
- No perquisites or change-in-control/retirement/legacy obligations for directors
2024 director compensation (actual):
| Name | Fees Earned or Paid in Cash | Equity Award (Fair Value) | Total |
|---|---|---|---|
| Jon D. Sawyer | $45,000 | $62,200 | $107,200 |
Notes:
- Directors may elect to take retainers in cash or equity; 2025 director compensation expected to remain generally the same, with options comprising the equity component.
Performance Compensation
- Director equity awards (2024 grants):
- January 2024 grant: 19,943 stock options (fair market value $2.61) with a 5-year term; awarded toward equity for June 2023–June 2024.
- November 2024 grant: 30,000 stock options at exercise price $0.4141, 5-year term; 16,767 options covered June–Dec 2024 equity; remaining balance allocated to Jan–Jun 2025 equity.
- The Compensation Committee approved stock options to officers and independent directors that vested in November 2024 as LTIs for 2025, recognizing retention needs and strategic efforts amid Nasdaq listing compliance challenges.
- Performance metrics: The proxy describes director equity as options under the plan; no performance-vesting metrics are disclosed for directors, and November 2024 awards vested upon grant as noted above.
Equity grant details (director awards impacting Sawyer):
| Grant Date | Instrument | Quantity | Exercise Price | Fair Value Basis | Term | Vesting |
|---|---|---|---|---|---|---|
| Jan 2024 | Stock Options | 19,943 | — | $2.61 FMV | 5 years | In satisfaction of Jun 2023–Jun 2024 equity component |
| Nov 2024 | Stock Options | 30,000 | $0.4141 | — | 5 years | Immediate vest (LTI for 2025); 16,767 for Jun–Dec 2024; balance for Jan–Jun 2025 |
Other Directorships & Interlocks
- None disclosed for Mr. Sawyer in the OMEX proxy. The Compensation Committee notes all members are independent, and the proxy contains no compensation committee interlocks for OMEX.
Expertise & Qualifications
- Corporate securities law expertise; past SEC experience; extensive knowledge of governance, disclosure, executive compensation reporting, and M&A; experience supports his role chairing the Compensation Committee.
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Holder | Total Beneficial Ownership | Ownership as % of Class | Components / Notes |
|---|---|---|---|
| Jon D. Sawyer | 151,978 shares | <1% (denoted “*”) | 70,448 shares jointly with spouse; 10,455 shares via Sawyer Family Partners, Ltd. (Mr. Sawyer is GP); 71,075 shares underlying currently exercisable stock options |
| Shares Outstanding (reference) | 29,161,833 (as of Apr 11, 2025 record date) | — | — |
Alignment & controls:
- Director ownership guideline (4x retainer) met by all directors with ≥5 years’ service (includes Sawyer).
- No pledging permitted under OMEX Insider Trading Policy; no pledging by Sawyer disclosed.
Governance Assessment
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Strengths
- Independence and engagement: Independent status; active roles on key committees (Compensation Chair; Audit and Governance member); board and committee attendance thresholds met; executive sessions held, indicating robust independent oversight.
- Alignment mechanisms: Director ownership guideline in place and met by long-tenured directors; prohibition on hedging/pledging supports investor alignment.
- Shareholder support signal: Strong say‑on‑pay support (>95%) in 2024 suggests investor acceptance of compensation framework.
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Watch items / potential risks
- Immediate-vesting director options in Nov 2024 as “2025 LTIs” were granted amid stock price decline and Nasdaq compliance actions; while intended for retention and alignment, immediate vesting reduces performance linkage. Bold oversight from the Compensation Committee is key as OMEX progresses through capital structure and listing remediation steps.
- Related-party/affiliate complexity: OMEX discloses overlapping roles at subsidiaries ExO and Oceanica among “certain” current/former directors and officers, as well as significant financing relationships with major shareholders; while a related‑party policy and board review mechanisms exist, continued vigilance is warranted.
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Compensation structure observations
- Director pay mix for Sawyer in 2024 skewed toward equity (options), consistent with stated policy emphasizing equity; no perquisites and no director change‑in‑control obligations are disclosed (shareholder‑friendly).
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Overall view: Sawyer’s long tenure, subject‑matter expertise in securities law and governance, current leadership of the Compensation Committee, and confirmed independence support board effectiveness during a pivotal period for OMEX. Ongoing transparency around equity grant timing/vesting and vigilant application of the related‑party policy remain important to sustain investor confidence.