Diana Purcel - Independent Director | Ocean Power Technologies (OPTT) Executive Profile & Compensation

About Diana G. Purcel

Independent director at Ocean Power Technologies (OPTT); age 58; serving on the OPTT board since 2020 . Former public-company CFO with 20 years of finance, strategy, M&A, and enterprise risk leadership; MBA (University of St. Thomas) and BS in Management (Accounting) from Tulane; CPA (inactive) and NACD Directorship Certified (NACD.DC) . Core credentials include audit committee financial expertise and public board experience; currently Audit Committee Chair at OPTT .

Past Roles

Organization	Role	Tenure	Committees/Impact
iMedia Brands	Chief Financial Officer	2018–2019	Public-company CFO experience
Cooper’s Hawk Winery & Restaurants	Chief Financial Officer	2014–2017	Finance/operations leadership
BBQ Holdings (Famous Dave’s)	Chief Financial Officer; Corporate Secretary	2003–2014	Governance refresh; IPO prep governance best practices
Paper Warehouse	Chief Financial Officer; Corporate Secretary	1999–2003	Audit and governance foundations
Arthur Andersen & Co.	Audit professional	~5 years	Foundational audit training

External Roles

Organization	Role	Tenure	Notes
PetMed Express (NASDAQ: PETS)	Director; Audit Committee Chair	Current (as of proxy date)	Public board; audit leadership

Board Governance

Independence: Board determined Purcel is independent under NYSE American rules; only the CEO is non-independent .
Attendance: 100% attendance at Board and committee meetings in fiscal 2024 .
Committee assignments:
- Audit Committee: Chair; 5 meetings in FY2024 .
- Compensation Committee: Member; 4 meetings .
- Nominating & Corporate Governance Committee: Member; 6 meetings .
Stock ownership guidelines: Independent directors must achieve stock ownership equal to 1x annual cash retainer for each full year of service over 5 years .
Related-party oversight: Audit Committee reviews and approves related person transactions; no specific transactions disclosed involving Purcel .

Fixed Compensation

Component	FY 2024 Amount	Notes
Annual cash retainer (non-employee directors)	$70,000	Standard board retainer
Committee supplements	$8,000–$30,000 per committee	Additional cash for membership/chair roles
Chairman of the Board supplement	$75,000	Not applicable to Purcel
Purcel – Fees earned (cash)	$116,000	Includes committee supplements
Purcel – Stock award grant date fair value	$75,000	Annual RSU grant for directors
Purcel – Total director compensation	$191,000	Sum of cash and equity

FY 2024 Director RSU Grants (Units)	Units
Purcel – RSUs granted	241,935

Performance Compensation

Equity Award	Instrument	Grant Date	Units/Fair Value	Vesting/Performance Metrics
Annual director equity	RSUs	FY 2024	$75,000 ; 241,935 units	Vesting schedule for director RSUs not specified; no director-specific performance metrics disclosed
Company-wide incentive plan features (context)	Equity plan features	Amended 2015 Plan	No repricing; change-in-control vesting rules; capped payouts; clawback policy for executives	Executive incentive metrics disclosed; director awards not tied to disclosed performance metrics

Other Directorships & Interlocks

Company	Sector	Role	Potential Interlock/Conflict Considerations
PetMed Express (PETS)	Online pet pharmacy/retail	Director; Audit Chair	No OPTT supplier/customer overlap disclosed; no related-party transactions disclosed

Expertise & Qualifications

Audit committee financial expert; CPA (inactive); five years at Arthur Andersen .
20 years as CFO across public and pre-IPO companies; corporate secretary experience; governance refresh projects .
NACD Director Certification; quarterly engagement with auditors and internal control personnel .
Skills matrix highlights: accounting/financial, corporate governance, risk management, technology/cyber exposure; multiple public boards .

Equity Ownership

Metric	Nov 18, 2024 (Record Date)	Mar 17, 2025 (Record Date)
Shares beneficially owned	181,871	423,806
Ownership % of shares outstanding	<1%	<1%
Composition	162,742 common; 19,129 options exercisable within 60 days	404,677 common; 19,129 options exercisable within 60 days
Shares outstanding (context)	126,230,874	172,050,563
Pledging/Hedging status	Company policy prohibits short sales, speculative derivatives, and pledging by directors

Governance Assessment

Strengths
- Audit Committee Chair with deep finance and audit credentials; enhances financial reporting oversight .
- Full independence and perfect attendance; strong engagement signals .
- Meaningful equity component (RSUs) exceeding cash component; director ownership guidelines promote alignment .
- Robust governance frameworks: clawback policy (executives), no option repricing, clear change-in-control provisions in equity plan .
Watch items
- Company-level risks: going concern language and activist shareholder challenges referenced in special proxy; board oversight critical to investor confidence .
- Director RSU vesting/performance terms not explicitly disclosed; transparency could be improved for pay-for-performance at the board level .
Conflicts/related parties
- No related-party transactions disclosed involving Purcel; Audit Committee charter mandates prior review/approval of any such transactions .
Compensation structure implications
- Cash-plus-RSU mix for directors is conventional; committee cash supplements drive total cash variability (Purcel’s $116k cash), while standardized RSU grants ($75k) maintain alignment with shareholders .
- Ownership guidelines should lead to increasing long-term stock holdings; individual compliance status not disclosed .

Overall: Purcel’s audit leadership, independence, and consistent engagement support board effectiveness. Equity ownership guidelines and meaningful RSU grants bolster alignment, while absence of disclosed conflicts and strict trading policy reduce governance red flags. Company-level financial risk requires continued stringent audit and risk oversight where Purcel’s expertise is directly relevant .