Todd E. Siegel

About Todd E. Siegel

Independent director at Odyssey Marine Exploration (OMEX) since March 2021; Chairman of the Governance & Nominating Committee since June 2021; currently serves on the Audit and Compensation Committees; age 66. He is CEO of Centered Solutions, LLC (since 2017) and previously served as President/CEO of MTS Medication Technologies, remaining CEO through its sale to Omnicell in 2012; he also serves on the board of Superior Group of Companies (Nasdaq: SGC), where he chairs Corporate Governance, Nominating & Ethics and serves on the Capital and Compensation Committees. The Board cites his executive leadership, operations experience, and prior board service as key qualifications; he is an “independent director” under Nasdaq Rule 5605. He has been identified as a member of the American Society of Consultant Pharmacists and YPO Gold, and has served on several charitable boards.

Past Roles

External Roles

• Professional affiliations: American Society of Consultant Pharmacists (lifetime member); YPO Gold; prior service on charitable boards .

Board Governance

• Committee assignments (current): Governance & Nominating (Chair), Audit (Member), Compensation (Member) .
• Committee composition (table excerpt): Audit Chair – Mark B. Justh; Compensation Chair – Jon D. Sawyer; Governance & Nominating Chair – Todd E. Siegel; other independent members include Larissa T. Pommeraud and Jon D. Sawyer .
• Independence: Board affirms Siegel is independent under Nasdaq Rule 5605; four current directors are independent (Justh, Pommeraud, Sawyer, Siegel) .
• Tenure: Director since March 2021; Governance Chair since June 2021 .
• Attendance and engagement (FY2024): Board held 4 regular meetings, 5 special meetings, 3 executive sessions of independent directors, and 5 special committee meetings; each director attended at least 75% of Board/committee/private sessions; all directors attended the 2024 annual meeting .
• Board size/election: Five directors standing for election in 2025 (includes Siegel) .

Fixed Compensation

2025 director plan expected to remain similar: $40,000 retainer; Chair fees: Lead Director $15,000, Audit $10,000, Compensation $5,000, Governance $5,000; target equity ~$45,000; directors may elect cash or equity; no perquisites or director change-in-control/retirement obligations .

Performance Compensation

Performance conditions used in director pay (structure)

• Equity for directors vests immediately; no disclosed performance metrics or TSR/financial hurdles for director equity; options are service-based and immediately exercisable upon grant for directors .
• No director perquisites; no director change-in-control/retirement/legacy obligations .

Other Directorships & Interlocks

• Board service cap: OMEX policy prefers ≤2 public company boards absent prior approval; none of the directors sits on more than two public company boards; Siegel’s disclosed public boards (OMEX + SGC) are within policy .

Expertise & Qualifications

• Executive/operator background: CEO roles at Centered Solutions (automation/software) and MTS Medication Technologies (healthcare packaging/automation), including leading M&A sale to Omnicell; Board highlights his management, operations, and governance expertise .
• Governance leadership: Chair of OMEX Governance & Nominating Committee since 2021; multi-committee service (Audit, Compensation) .
• Professional networks: American Society of Consultant Pharmacists (lifetime), YPO Gold; charitable board experience .

Equity Ownership

Insider filings and compliance

• Late filing: Company disclosed Mr. Siegel filed a late Form 4 on Nov 13, 2024 (should have been reported by Oct 25, 2024) .

Governance Assessment

Strengths

• Independent director with multi-committee service; chairs Governance & Nominating Committee, signaling strong role in board composition, succession, and governance policy .
• Demonstrated alignment via equity: elected to receive common stock in lieu of cash in 2024; multiple option grants; beneficial ownership includes both shares and options .
• Board engagement: Board held frequent meetings and executive sessions; each director met ≥75% attendance threshold; Siegel is within a board that maintains executive sessions .
• External governance experience: Chairs governance committee at SGC; cross-pollination of governance practices .
• Equity plan safeguards: 2019 Plan prohibits repricing without shareholder approval; no evergreen; no liberal share recycling .

Risk indicators and watch items

• Immediate vesting of director option awards reduces explicit performance linkage in director pay; no disclosed financial/TSR metrics for director equity .
• Small absolute ownership (<1%); although typical for small-cap boards, may limit “skin-in-the-game” compared to larger holders .
• One late Section 16 filing in 2024; minor compliance blemish to monitor .

Potential conflicts / related party

• 2025 proxy outlines a related-party transaction review/approval policy by disinterested directors; no specific related-party transactions disclosed for Mr. Siegel .

Board Governance (Committee Detail Snapshot)

Director Compensation Structure (Reference)

Insider Trades (Key Filings)

Notes on Historical Director Pay

• 2021 director compensation table listed Siegel with $44,000 cash and $25,000 equity; footnote indicates he elected 7,933 shares valued at $41,250 in lieu of total cash and equity compensation, signaling a preference for stock during that period .