Mark B. Justh
ODYSSEY MARINE EXPLORATIONAbout Mark B. Justh
Mark B. Justh (age 60) has served on OMEX’s Board since July 2013, is the Lead Director since June 2015, and chairs the Audit Committee (June 2023–present; previously June 2014–June 2016). He is designated an “audit committee financial expert.” He holds an A.B. in Economics (Princeton), an M.S. in Real Estate Finance (NYU), and an MBA (INSEAD) and is a former First Lieutenant in the U.S. Army Reserve Medical Service Corps .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan (Hong Kong) | Managing Director | ~10 years (prior to 2002) | Managed equities and derivatives distribution; coverage of global institutional investors/hedge funds |
| HPJ Media Ventures/DeNovo Capital | Partner | 2000–2002 | Managed $25M fund investing in media properties |
| Goldman Sachs International | Vice President | 1994–2000 | Institutional Equity Sales coverage of Switzerland and France for U.S. equity products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JD Farms (NY) | CEO | Ongoing | Organic hay and antibiotic-free cattle farm |
| Eaton Hemp (NY) | Co-founder | Ongoing | Organic hemp farm |
| CIC Limited (via parent) | Investor (indirect) | Ongoing | Indirect ~11.94% ownership in CIC parent; OMEX owns ~14.2% of CIC and provides services; Board formed special committee for CIC matters |
Board Governance
- Roles: Lead Independent Director; Audit Committee Chair; member, Compensation and Governance & Nominating Committees .
- Independence: Board determined Mr. Justh (and committee members) meet Nasdaq Rule 5605 and SEC Rule 10a-3(b)(1) independence standards; Lead Director presides over executive sessions .
- Attendance: In 2024 the Board held 4 regular, 5 special, and 3 executive sessions; each director attended ≥75% of Board/committee/private sessions .
- Committee activity: 2024 Audit Committee held 7 meetings; Compensation Committee held 4; Governance & Nominating held 3 .
- Audit oversight: Audit Committee (with heightened engagement) oversaw 2023/2024 restatement process and internal control remediation, meeting with management and Grant Thornton LLP 13 times across 2023–2024 .
- Service on other public boards: Company policy limits directors to ≤2 public boards absent approval; none of OMEX directors currently sits on more than two .
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Annual director retainer | $40,000 | Committee-approved Board plan |
| Lead Director retainer | $15,000 | Incremental annual chair fee |
| Audit Committee Chair retainer | $10,000 | Incremental annual chair fee |
| Compensation Committee Chair retainer | $5,000 | Incremental annual chair fee |
| Governance & Nominating Chair retainer | $5,000 | Incremental annual chair fee |
| 2024 Fees earned (Justh) | $70,000 | Reported total cash fees in 2024 |
| 2025 plan (structure) | Same as 2024 | Retainers remain; choice of cash or equity |
Performance Compensation
| Grant Date | Instrument | Number of Options | FMV per Option | Exercise Price | Term | Coverage Period/Notes |
|---|---|---|---|---|---|---|
| Jan 2024 | Stock Options | 19,943 | $2.61 | $4.65 | 5 years | Satisfies equity for June 2023–June 2024 |
| Nov 2024 | Stock Options | 30,000 | $0.34 | $0.4141 | 5 years | 16,767 for Jun–Dec 2024; balance for Jan–Jun 2025 |
| 2025 plan (equity target) | Stock/Options | Valued at $45,000 | — | — | — | Target equity component per director |
The company shifted to stock options (vs. restricted stock) for director equity in 2024, increasing the equity value component relative to 2023 estimates .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. Justh in the proxy biographies . |
Expertise & Qualifications
- Audit committee financial expert designation by the Board after review of education, experience, and qualifications .
- Deep capital markets experience (primary/secondary equity markets; risk assessment; financial management) informs Audit chair role and strategic/financial discussions .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 286,958 | 856,611 |
| Ownership (% of class) | 1.4% | 2.9% |
| Breakdown | Shares held by Mr. Justh: n/a; options outstanding: 5,000 (Dec 31, 2023) | 473,965 direct; 77,159 spouse; 834 Hybrid Equity Partners LLC; 60,000 currently exercisable options; rights under SPA to purchase 244,653 shares |
| Director stock ownership guideline | 4× annual retainer; must meet within 5 years of appointment | Each current director serving ≥5 years has met guideline |
| Hedging/pledging | Prohibited by Insider Trading Policy | Prohibited by Insider Trading Policy |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| Dec 24, 2024 | Open market purchase (P) | 250,000 | $0.55 | 501,958 | |
| Dec 31, 2024 | Open market purchase (P) | 50,000 | $0.64 | 551,958 | |
| Jun 27, 2025 (filed Jul 3, 2025) | Equity Exchange Agreement (A) | Shares acquired via exchange | $1.03831 (VWAP) | Not specified in excerpt |
OpenInsider and SecForm4 aggregations corroborate the December 2024 purchases and holdings .
Related Party Transactions & Conflicts
- CIC Limited: OMEX owns ~14.2% and provides services; Mr. Justh invested in CIC’s parent and indirectly owns ~11.94% of CIC. Board formed a special committee to address CIC-related matters; Board concluded his indirect ownership does not impair independence under applicable rules .
- Legacy shipwreck salvage agreement: OMEX held 40% of potential proceeds; a company controlled by Mr. Justh obtained the remaining 60% rights and was responsible for legal funding up to $1.0M, with pro rata sharing of remaining costs. OMEX received $9.4M in 2024 proceeds; Mr. Justh’s controlled entity also received proceeds .
- Ocean Minerals, LLC (OML): OMEX holds ~6.28% and provides services under a Contribution Agreement; no specific Justh interest disclosed .
Director Compensation Mix and Trend
| Year | Fees Earned (Cash) | Equity Award ($) | Total ($) |
|---|---|---|---|
| 2023 | $65,000 | $45,000 | $110,000 |
| 2024 | $70,000 | $62,200 | $132,000 |
2024 equity awards comprised stock options (19,943 in Jan at $2.61 FMV; 30,000 in Nov at $0.34 FMV) reflecting a shift from restricted stock to options in the director plan .
Governance Assessment
-
Strengths:
- Independent Lead Director and Audit Chair with capital markets depth; designated audit financial expert .
- Robust committee activity and attendance; Board and committees met actively during restatement and control remediation .
- Ownership alignment increased materially from 1.4% to 2.9% YoY; compliance with 4× retainer ownership guideline; recent open market purchases signal confidence .
-
Considerations / RED FLAGS:
- Related-party exposure via CIC (indirect ~11.94% ownership) and salvage proceeds structure with a Justh-controlled entity; mitigation includes special committee oversight, but ongoing monitoring is warranted .
- Recent multi-year restatements and prior material weakness increased audit oversight burden; continued scrutiny of controls and financial reporting is prudent .
-
Shareholder feedback:
- Say-on-pay (executive compensation) received >95% approval in 2024, indicating supportive governance posture; the Compensation Committee (which includes Justh) considers these votes annually .