Mark D. Gordon
ODYSSEY MARINE EXPLORATIONAbout Mark D. Gordon
Mark D. Gordon (age 64) is Chairman and Chief Executive Officer of Odyssey Marine Exploration (OMEX), serving as CEO since October 1, 2014 and as Chairman since June 2019; he joined the board in January 2008 and previously served as President (2007–2019), Chief Operating Officer (2007–2014), and Executive Vice President of Sales after joining in 2005 as Director of Business Development. He holds a B.S. in Business Administration (1982) and an M.B.A. (1983) from American University, and earlier founded Synergy Networks (CEO 1993–2003) before serving as President of Rockefeller Group Technology Services Mid-Atlantic (2003–2004) . Under his tenure, OMEX reported FY2024 net income of $15.66 million on $0.77 million of revenue (driven largely by other income items), but long-term TSR deteriorated sharply with a $100 investment at 12/31/2021 valued at $13.85 by 12/31/2024 versus $89.42 at 12/31/2023 and $74.62 at 12/31/2022, reflecting significant volatility and listing compliance risks disclosed in the 10‑K and proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Odyssey Marine Exploration | Director of Business Development; EVP Sales; COO; President; CEO; Chairman | 2005–present | Led pivot to subsea minerals, capital formation, investor relations; deepened industry alliances and risk management oversight . |
| Synergy Networks | Founder/CEO | 1993–2003 | Built and exited ISP; entrepreneurial scaling and sale to Rockefeller Group . |
| Rockefeller Group Technology Services Mid-Atlantic | President | 2003–2004 | Post-acquisition integration and leadership within Rockefeller Group International . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marine Applied Research and Exploration (MARE) | Director | Ongoing | Non-profit ocean research governance; supports OMEX’s ESG and scientific credibility . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $480,250 | $503,662 | $509,850 |
| Bonus ($) | $111,375 (Annual incentive payout) | — | $50,000 (discretionary) |
| Option Awards (Grant-date fair value, $) | $336,027 | $201,000 | $312,000 |
| All Other Compensation ($) | $1,152 | $2,376 | $30,393 (includes $28,017 travel reimbursements; life insurance) |
| Total ($) | $928,804 | $707,038 | $902,243 |
Key observations:
- Base salary increased modestly (3% adjustments in 2023), aligning with Semler Brossy review; annual incentive plans were suspended in 2023–2024 due to liquidity, replaced with special bonus constructs .
- Shift in LTIs from RSUs to stock options to avoid cash tax funding on RSUs and to retain staff during liquidity constraints .
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2022: Create new mineral portfolio opportunities | 35% | Application submitted | Multiple new opportunities created; JV/MOU progress | 100% of metric | 2022 annual plan payout (part of 37.5% total) |
| 2022: Advance projects toward BFS/operations | 35% | CIC MOps underway and ISG funded | Threshold achieved (CIC MOps underway; LSG Phase 1 funded) | 50% of metric | Paid via annual plan |
| 2022: Debt reduction | 15% | $5M | Achieved max ($10M+) | 125% of metric | Paid via annual plan |
| 2022: Expand financial investor base | 15% | $3M raised | Threshold ($1–4M per investor) | 50% of metric | Paid via annual plan |
| 2023: Special Bonus Plan (ExO net cash proceeds) | N/A | Net cash to OMEX ≥$10M (implies ≥$200M gross award/settlement) | No payment to plan participants; tribunal decision pending as of proxy | No payout | Plan structured as one-time special bonus; thresholds not met in 2023 |
| 2024: Executive Compensation Plan (ExO outcome-linked) | N/A | Gross Amount ≥$150M and additional funding conditions | NAFTA award $37.1M < $150M threshold; no payout likely | No payout | Cash special bonus contingent; not met |
Plan design notes:
- 2023–2024 plans tied to resolution of ExO/NAFTA and funding sufficiency, replacing traditional annual incentives due to liquidity constraints; no payouts have occurred under these frameworks .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 805,736 shares (2.7% of class as of 3/31/2025) |
| Breakdown | 267,949 shares; 537,787 shares underlying currently exercisable options |
| Options outstanding (12/31/2024) | 254,454 @ $3.60 exp 12/09/2027 (vested in tranches: 117,300 on 12/9/2022, 45,718 on each of 12/20/2022, 12/20/2023, 12/20/2024) ; 33,333 exercisable + 66,667 unexercisable @ $3.53 exp 06/09/2028 (vests 33,333 each on 6/9/2024, 6/9/2025, 33,334 on 6/9/2026) ; 100,000 @ $4.65 exp 01/29/2029 (vested in full 1/29/2024) ; 150,000 @ $0.4141 exp 11/14/2029 (vested in full 11/14/2024) |
| Pledging/Hedging | Prohibited by Insider Trading Policy (hedging and pledging prohibited; 10b5‑1 plans allowed under policy) |
| Ownership guidelines | Director stock ownership guideline: 4x annual retainer within 5 years; all directors ≥5 years have met the requirement (director policy; executives not specified) . |
Pay vs performance and TSR:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $74.62 | $89.42 | $13.85 |
| Net Income ($) | $(22,079,859) | $5,345,819 | $15,657,934 |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | Initial term 3 years from Aug 2014; auto-renews annually unless 90 days’ notice; amendments in 2016 (reverse split effects), 2019/2021 (RSU vesting extensions; unvested RSUs forfeited Oct 2022) . |
| Base salary & targets | Salary ≥$350,000; target annual incentive ≥70% of salary; long-term incentive target ≥125% of salary (historical framework; annual incentives suspended in 2023–2024) . |
| Termination (without cause / good reason / non-renewal) | Accrued obligations; cash severance 200% of salary + target annual incentive; prorated incentive for year of termination; COBRA premium reimbursement; full vesting of outstanding unvested options/RSAs . |
| Change-in-control (CIC) | Equity: all outstanding unvested options and restricted stock awards become fully vested upon CIC (single-trigger equity vesting) . CIC severance: if terminated without cause or for good reason within 24 months post-CIC, cash severance 250% of salary + target annual incentive; prorated incentive; COBRA reimbursement; options remain exercisable for remainder of full term (double-trigger cash severance) . |
| Clawback | Updated August 2023 to Nasdaq 10D‑1 standard; recovery of erroneously awarded incentive-based compensation for 3 years preceding restatement . |
| Non-compete/non-solicit | Not specified in proxy disclosures; no terms disclosed. |
Board Governance
- Roles: Combined Chairman & CEO; independent Lead Director (Mark B. Justh). Board reviews structure periodically and conducts annual succession planning for CEO and key roles .
- Committees: All independent membership—Audit (Chair: Mark B. Justh), Compensation (Chair: Jon D. Sawyer), Governance & Nominating (Chair: Todd E. Siegel). Gordon does not serve on board committees .
- Independence: Four independent directors (Justh, Pommeraud, Sawyer, Siegel) per Nasdaq standards; Gordon is non-independent .
- Board activity: 2024—four regular meetings, five special meetings, three executive sessions; each director attended ≥75% of meetings .
- Say‑on‑pay results: >95% approval in 2024 for 2023 compensation; prior cycles also strongly supportive (>95% in 2023; >98% in 2021 for 2020 pay) .
Director Compensation (for context)
Independent director compensation includes $40,000 annual retainer plus chair premiums (Lead +$15,000; Audit +$10,000; Compensation +$5,000; Governance +$5,000) and target equity ~$45,000 (primarily stock options since 2024). Gordon, as an executive director, does not receive these fees .
Compensation Structure Analysis
- Equity mix shift: Move from RSUs to stock options (2019 Plan permits multiple instruments; committee shifted due to inability to fund taxes on RSUs and to strengthen retention), with sizeable fully-vested option grants in Jan/Nov 2024 to executives and directors .
- Annual incentives suspended: Traditional annual cash incentives were replaced by special outcome-linked bonus plans (2023/2024) tied to ExO/NAFTA outcomes and funding conditions; thresholds not met, resulting in no payouts under these plans .
- Governance safeguards: 2019 Plan embeds best practices (no repricing without stockholder approval; no evergreen; double-trigger equity acceleration post-CIC; etc.) .
- Clawback enhancements: Adoption of Nasdaq-compliant clawback in 2023 amid restatement work .
Risk Indicators & Red Flags
- Financial reporting/restatement & controls: Company restated prior periods; management disclosed material weaknesses in internal control over financial reporting persisting as of 12/31/2024; going concern emphasis persists .
- Listing compliance: Nasdaq deficiency notices (market cap and $1.00 bid price) in late 2024; reverse split authority sought in 2025 proxy (up to 1-for-8) to address compliance .
- ExO legal overhang: ICSID NAFTA award $37.1M granted; Mexico filed application to set aside in Ontario; Mexican mining concessions cancellation discovered (being challenged); TFJA decision against ExO in Oct 2024 under appeal; JV with CapLat announced subject to regulatory approvals .
- Liquidity & leverage: Limited revenues, reliance on financings; significant debt obligations with conversion features and warrant amendments; ongoing need for capital raises .
Equity Grants & Vesting Detail
| Grant | Shares | Exercise Price | Term/Expiration | Vesting |
|---|---|---|---|---|
| Option (12/09/2022) | 254,454 | $3.60 | 12/09/2027 | 117,300 on 12/9/2022; 45,718 on each 12/20/2022, 12/20/2023, 12/20/2024 |
| Option (06/09/2023) | 100,000 | $3.53 | 06/09/2028 | 33,333 on 6/9/2024; 33,333 on 6/9/2025; 33,334 on 6/9/2026 |
| Option (01/29/2024) | 100,000 | $4.65 | 01/29/2029 | Vested at grant (01/29/2024) |
| Option (11/14/2024) | 150,000 | $0.4141 | 11/14/2029 | Vested at grant (11/14/2024) |
Performance & Track Record
- 2024 results: Net income attributable to OMEX $15.66 million; revenue $0.77 million; “other income” drivers include derivative fair value changes, shipwreck residual proceeds; restatement and control remediation ongoing .
- Strategic milestones: NAFTA arbitration award; CapLat JV; Cook Islands exploration progress via CIC and OML affiliations; Lihir exploration continued .
- TSR decline: Extreme stock price drawdown by year-end 2024 (TSR $13.85 vs $100 baseline), highlighting market skepticism and listing risk .
Board Service History & Dual-Role Implications
- Service history: Director since 2008; Chairman since 2019; CEO since 2014; President 2007–2019 .
- Committee roles: None (committees fully independent) .
- Independence and oversight: Non-independent Chair/CEO structure mitigated by Lead Independent Director and active independent committees; regular executive sessions without management .
- Implications: Combined roles can compress independent oversight; presence of strong lead director and independent committees is a necessary counterbalance, but restatement and control weaknesses increase scrutiny on governance effectiveness .
Investment Implications
- Alignment: Gordon’s 2.7% beneficial stake with significant in-the-money options (including recent $0.4141 grants) aligns upside but also adds potential selling pressure on vesting/expiry cycles; hedging/pledging prohibitions reduce misalignment risk .
- Pay-for-performance: Suspension of annual incentives and outcome-linked special plans in 2023–2024 limited cash payouts; 2024 discretionary bonus recognizes restatement and shipwreck settlement efforts, but TSR collapse undermines perceived linkage .
- Risk profile: Legal and listing overhangs, control weaknesses, and funding needs heighten execution and financing risk—even with NAFTA award; equity optionality via CIC/OML/Lihir may be valuable but distant and regulator-dependent .
- Catalysts: Resolution of Mexico’s set-aside action, reinstatement or replacement of ExO concessions, reverse split/listing compliance actions, and JV progress could re-rate equity; continued internal control remediation and investor-friendly capital formation terms are critical .
Note: No Form 4 insider trading data was retrieved here; analysis reflects only disclosed proxy and 10-K information.