Clyde Hewlett
Ocean Power TechnologiesAbout Clyde W. Hewlett
Independent Director at Ocean Power Technologies (OPTT) since 2020; age 70. Former Chief Operating Officer at Oceaneering International with 41 years in marine energy engineering, operations, manufacturing quality, and behavior‑based safety programs. Education: B.Sc. Mechanical Engineering, Memorial University of Newfoundland; select coursework at Rice and Harvard; author of three Offshore Technology Conference papers . The Board determined he is independent (all directors except the CEO); he attended 100% of Board/committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oceaneering International, Inc. | Various roles culminating in Chief Operating Officer | 1988–2019 (COO for 4 years) | Led operations; implemented behavior‑based safety; manufacturing quality/operational excellence initiatives . |
| Vetco Gray, Inc.; Hughes Marine; CanOcean Resources, Ltd. | Engineering/operations roles | Pre‑1988 | Marine energy engineering experience . |
| Esso Canada | Early career | From 1978 | Engineering foundation in energy sector . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current additional public company boards disclosed for Hewlett; skills matrix shows “Additional Public Boards” not checked for Hewlett . |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Independent director (Board determined all directors other than CEO are independent) . |
| Years of service | Director since 2020 . |
| Attendance | 100% attendance at Board and assigned committees in FY2024; Board met 13 times . |
| Committee assignments | Chair, Quality, Health & Safety (QHS); members: Hewlett (Chair), Slaiby, Stratmann; 4 meetings in FY2024 . Not on Audit, Compensation, or Nominating & Corporate Governance . |
| Board leadership | Independent Chair (Terence J. Cryan) . |
| Policies (alignment & risk) | Stock ownership guidelines for independent directors: 1× annual cash retainer per full year of service, over 5 years . Insider trading policy prohibits hedging, pledging, short sales, and speculative derivatives . Compensation clawback policy adopted in 2023 (executive incentive-based compensation) . Change‑in‑control under 2015 Plan: if awards not assumed, director equity vests at change‑in‑control per plan terms . |
Fixed Compensation
| FY | Component | Hewlett Amount | Notes |
|---|---|---|---|
| 2024 | Cash (fees earned) | $90,000 | Board policy: non-employee director annual cash retainer $70,000 plus per‑committee supplements $8,000–$30,000; Board Chair gets +$75,000 (not applicable to Hewlett) . |
| 2024 | Equity (grant-date value) | $75,000 | Each non‑employee director received RSUs valued at $75,000 for FY2024 . |
| 2024 | Total | $165,000 | — |
| FY | Director Equity Grant Detail | Shares |
|---|---|---|
| 2024 | RSUs granted to non‑executive Board members (each) | 241,935 |
Company policy aims for a “significant equity component that exceeds the cash component” , though Hewlett’s FY2024 mix was $90k cash vs $75k equity .
Performance Compensation
| Item | Detail |
|---|---|
| Director performance linkage | No performance metrics disclosed for director retainers; director equity awards for Board service are RSUs (grant value shown above) . |
| Equity plan provisions | Under 2015 Plan, change‑in‑control treatment as disclosed (acceleration if awards not assumed; performance awards handled per plan rules) . |
Other Directorships & Interlocks
| Company | Role | Committee roles | Status |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships or interlocks disclosed for Hewlett . |
Expertise & Qualifications
- Operations leadership in marine energy; manufacturing quality, operational excellence, and behavior‑based safety frameworks .
- Global energy industry exposure; government contracting familiarity highlighted in Board skills matrix (global operations, risk management, QH&S) .
- Technical credentials: Mechanical engineering; author of three OTC conference papers (well intervention, FPSO conversion/installation, subsea systems) .
Equity Ownership
| As-of Date | Beneficial Ownership (Total) | Common Shares | Options (exercisable ≤60 days) | % Outstanding |
|---|---|---|---|---|
| Nov 18, 2024 | 181,871 | 162,742 | 19,129 | <1% (company notation) |
| Mar 17, 2025 | 423,806 | 404,677 | 19,129 | <1% (company notation) |
- Ownership guidelines: independent directors expected to reach 1× annual cash retainer per full year of service within 5 years; individual compliance status not disclosed .
- Hedging/pledging: explicitly prohibited for directors (policy) .
- No pledges or hedges disclosed for Hewlett in proxy materials .
Insider Trades (Form 4)
| File Date | Reported Event | Notes/Link |
|---|---|---|
| Jan 23, 2024 | Form 4 filed for Hewlett | SEC ownership filing; see XML index . |
| Jan 21, 2025 | Form 4 filed for Hewlett | Company copy indicates “Shares acquired upon the vesting of a restricted stock unit granted in January 2024” . |
Beneficial ownership increases between 11/18/2024 and 3/17/2025 are consistent with RSU grants/vesting shown in proxy ownership tables .
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting | For | Against | Abstain |
|---|---|---|---|
| 2021 | 78% | 12% | 10% |
| 2022 | 70% | 22% | 8% |
| 2023 | 63% | 31% | 6% |
Additionally, at the reconvened 2023 Annual Meeting on Feb 28, 2024, say‑on‑pay passed (For 11,641,066; Against 5,815,478; Abstain 1,145,830; Broker non‑votes 10,502,979) .
Voting Support for Hewlett (Most Recent Reported)
| Meeting | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| 2023 Annual Meeting (reconvened Feb 28, 2024) | 13,812,047 | 4,777,536 | 10,515,770 |
Related‑Party Transactions and Conflicts
- The Audit Committee reviews and approves related‑party transactions; the proxy’s “Certain Relationships and Related Person Transactions” section does not disclose any such transactions involving Hewlett .
- Insider trading policy bars hedging/pledging; no director‑level exceptions disclosed .
- Board independence affirmed; Hewlett not on Audit or Compensation committees, reducing perceived compensation/oversight conflicts .
Governance Assessment
- Strengths: Independent director with deep marine energy operations and QH&S expertise; chairs QHS committee; 100% attendance; equity ownership increased to 423,806 by 3/17/2025 (alignment); company prohibits hedging/pledging; clawback policy in place .
- Potential concerns: Company’s 2023 say‑on‑pay approval at 63% indicates mixed shareholder support for pay practices . Auditor change in Aug 2024 and prior “going concern” emphasis paragraph in FY2024 audit may heighten governance risk oversight demands, though not specific to Hewlett . Board supported large increases in authorized shares (Aug 2024; proposed again Mar/Apr 2025), signaling dilution risk considerations for investors .
- Compensation mix: Policy targets significant equity; Hewlett’s FY2024 mix was roughly balanced ($90k cash vs $75k equity), reflecting added committee responsibilities .
No red flags found specific to Hewlett regarding attendance, independence, pledging/hedging, or related‑party transactions in the latest proxy disclosures .