Larissa T. Pommeraud
ODYSSEY MARINE EXPLORATIONAbout Larissa T. Pommeraud
Larissa T. Pommeraud (age 47) joined the OMEX Board in March 2025 as an independent director. She brings 20 years of strategic, governance, financial, business development and operations leadership, with emphasis on sustainability; she holds a B.A. in Economics and Environmental Science & Public Policy from Harvard and an MBA from INSEAD, where she served as student government president . Current roles include COO of Agno Health and Board Chair of Marine Applied Research and Exploration (MARE); she also advises a portfolio of companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| League One Volleyball | Chief Product Officer | Not disclosed | Product leadership |
| Art.com | Global GM, Emerging Businesses | Not disclosed | Growth initiatives |
| StubHub | Head of Strategy & Corporate Development | Not disclosed | Corporate strategy |
| Arnold Worldwide | VP, Brand & Business Strategy | Not disclosed | Brand strategy |
| Bain & Company | Strategy Consultant; Head of North American Marketing and EMEA Strategy & Operations | Not disclosed | Strategy/operations leadership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Agno Health, Inc. | Private company | Chief Operating Officer | Fractional COO referenced |
| Marine Applied Research and Exploration (MARE) | Non-profit | Board Chair | Serves alongside OMEX CEO Mark D. Gordon (interlock) |
Board Governance
- Committee memberships: Compensation Committee member; Governance & Nominating Committee member .
- Committee chairs (current): Audit—Mark B. Justh; Compensation—Jon D. Sawyer; Governance & Nominating—Todd E. Siegel .
- Board leadership: CEO/Chairman combined (Mark D. Gordon) with Lead Independent Director (Mark B. Justh) and regular executive sessions (3 in 2024) .
- Independence: Board affirmed Ms. Pommeraud and three other directors meet Nasdaq independence standards; she is listed as independent .
- Attendance: In 2024, each director then in office attended at least 75% of board/committee/private sessions; Ms. Pommeraud joined in 2025 (no 2024 attendance applicable) .
Fixed Compensation
| Component | 2024 Policy | 2025 Expected | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $40,000 | $40,000 | Directors may elect cash or equity |
| Lead Independent Director | $15,000 | $15,000 | |
| Audit Committee Chair | $10,000 | $10,000 | |
| Compensation Committee Chair | $5,000 | $5,000 | |
| Governance & Nominating Chair | $5,000 | $5,000 |
Performance Compensation
| Equity Component | Detail | Vesting | Amount/Value |
|---|---|---|---|
| Annual equity target for directors | Equity in stock/options under plan | Immediate vesting (practice) | $45,000 target value |
| Individual grant (director) | Stock options granted Mar 27, 2025 | Vested on grant | 7,500 options; per-option grant-date fair value $0.36 |
| RSU grants to directors (2025 YTD) | Aggregate RSUs to two directors | Vested on grant | 44,879 RSUs total; grant-date price basis $0.55 per share |
No disclosed performance metrics (e.g., TSR/EBITDA) are tied to director compensation; grants vest on grant and are not performance-based .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Considerations |
|---|---|---|
| MARE (non-profit) | Board Chair | Serves with OMEX CEO Mark D. Gordon on same non-profit board (interlock) |
| Agno Health | COO (private) | Advisory/operating roles; no OMEX-related transactions disclosed |
Expertise & Qualifications
- Strategy, operations, sustainability; 20 years of leadership experience .
- Education: Harvard BA (Economics; Environmental Science & Public Policy), INSEAD MBA; student government president at INSEAD .
- Sector breadth: consumer internet, marketing/brand, corporate development, operations .
Equity Ownership
| Holder | Shares Owned | Options Exercisable | % of Class | As-of |
|---|---|---|---|---|
| Larissa T. Pommeraud | — | 7,500 | Less than 1% | March 31, 2025 |
- Director stock ownership policy: must hold stock valued at 4x annual retainer within 5 years of election/appointment; directors with ≥5 years have met the requirement. Ms. Pommeraud’s compliance window runs to 2030 .
- Insider trading policy prohibits hedging and pledging; permits compliant 10b5-1 plans; semi-annual training required .
Related-Party Exposure and Potential Conflicts
| Item | Description | Amount | Period |
|---|---|---|---|
| Consulting Services Agreement | Company paid Ms. Pommeraud for consulting under a services agreement | $8,400 | Q3 2025 |
| Consulting Services Agreement | Same agreement—year-to-date paid | $17,400 | Nine months ended Sep 30, 2025 |
Independence: The Board affirmed independence under Nasdaq rules; however, direct consulting fees to a sitting independent director represent a potential conflict and alignment risk that investors should monitor .
Governance Assessment
-
Positives:
- Adds sustainability and operations expertise aligned to OMEX’s subsea minerals strategy .
- Independent director with active roles on Compensation and Governance & Nominating Committees, supporting board effectiveness .
- Formal policies: director ownership (4x retainer in 5 years), anti-hedging/pledging, regular executive sessions, annual board self-assessment, ESG oversight at board level .
-
Concerns / RED FLAGS:
- Consulting payments to Ms. Pommeraud while serving as an “independent” director ($8.4k in Q3; $17.4k YTD) create potential conflicts and could impair perceived independence if ongoing or material .
- Interlock with CEO via the same non-profit board (MARE) may introduce relational conflicts or influence channels outside formal governance .
- Company-wide financial control history includes a multi-year restatement and ongoing material weakness remediation; while not specific to Ms. Pommeraud, it elevates board oversight demands (Audit Committee involvement detailed) .
- Going-concern risk and extensive derivative/warrant/litigation financing structures heighten governance and risk oversight burdens for all directors .
Committee Assignments (current)
| Director | Audit | Compensation | Governance & Nominating |
|---|---|---|---|
| Larissa T. Pommeraud | — | Member | Member |
Director Compensation Structure (context)
| Metric | 2024 | Notes |
|---|---|---|
| Independent director cash fees (examples) | Justh: $70,000; Sawyer: $45,000; Siegel: $45,000 | Role-based (Lead Director; chairs) |
| Equity awards (examples) | Options issued in Jan 2024 (19,943 each); Nov 2024 (30,000 each) | Immediate vesting; fair values $2.61 and $0.34; exercise price $0.4141 (Nov 2024 tranche) |
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay approval exceeded 95% of votes cast for executive compensation (non-binding) .
Attendance & Engagement
- 2024 Board activity: four regular meetings, five special meetings, three executive sessions; each director then in office met ≥75% attendance; Ms. Pommeraud joined March 2025 (future disclosures will indicate her attendance) .
Summary Implications for Investors
- Ms. Pommeraud adds relevant sustainability/operations expertise and participates on key governance committees, supporting board capacity in strategic oversight .
- Monitor the consulting payments and any expansion of paid services to maintain independence optics and mitigate conflict risk; request clear disclosure/remediation (e.g., cessation or committee-level review/approval) .
- Given OMEX’s complex financing and prior restatement history, robust committee oversight and independent challenge—including from Ms. Pommeraud—remain critical to investor confidence .