Robert Powers
Ocean Power TechnologiesAbout Robert Powers
Robert Powers, 53, is Senior Vice President & Chief Financial Officer of Ocean Power Technologies (OPT), serving since December 2021. He is a CPA, with a B.S. in Accounting (Fordham University) and an MBA (Rensselaer Polytechnic Institute). His compensation structure includes a base salary of $301,392 for fiscal 2025 and a target bonus opportunity of 50% of base, with pay-for-performance governed by company-wide STI and multi-factor RSU LTI metrics tied to bookings, ISO certifications, and TSR. OPT’s recent financial profile shows low revenue scale and persistent losses, with say‑on‑pay support weakening to 63% in 2023 and audit going‑concern emphasis paragraphs, underscoring execution and financing risk.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $2,732,000* | $5,525,000* | $5,861,000* |
| EBITDA ($USD) | $(27,763,000)* | $(28,835,000)* | $(20,783,000)* |
| Net Income ($USD) | $(26,326,000)* | $(27,483,000)* | $(21,511,000)* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation Advisors (PE-owned) | Chief Financial Officer | Not disclosed | Led finance for outsourced ops/compliance provider; PE-backed scaling |
| Sterling Talent Solutions | Financial leadership roles | Not disclosed | Enterprise finance and operations leadership |
| Wood Group PPS (division of Wood Group) | Financial leadership roles | Not disclosed | Energy services unit finance; international exposure |
| GTE | Financial leadership roles | Not disclosed | Corporate finance experience |
| SABIC Innovative Plastics | Financial leadership roles | Not disclosed | Global industrial finance |
| Plug Power | Financial leadership roles | Not disclosed | Clean energy growth finance |
| PricewaterhouseCoopers (PwC) | Began career | Not disclosed | Audit/CPA foundational experience |
External Roles
No external public-company directorships or committee roles are disclosed for Robert Powers.
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 (set) |
|---|---|---|---|
| Base Salary ($) | $291,200 | $301,392 | $301,392 |
| Target Bonus % of Base | 50% | 50% | 50% |
| Actual Bonus Paid ($) | $90,272 | $96,961 | Not disclosed |
Notes:
- FY 2024 STI paid at 64% of target for NEOs based on company scorecard (82/100 points). For Powers, 64% × 50% × $301,392 ≈ $96.9K aligns with disclosed bonus.
Performance Compensation
Short-Term Incentive (STI) – Program Design and Results
| Fiscal Year | Metric | Target | Actual | Payout | Weighting/Points | Vesting/Timing |
|---|---|---|---|---|---|---|
| FY 2023 | Bookings (OPT/AV/Consulting) | $5.3M / $2.5M / $1.5M | Not disclosed | Formula applied | 25 / 25 / 10 points | Annual cash; threshold 75% → 50% payout; up to 200% |
| FY 2023 | Operational (Mfg/Demos/PB2.0) | Internal targets | Not disclosed | Formula applied | 10/10/10 points | Annual cash |
| FY 2023 | Safety & Quality | Internal metrics | Not disclosed | Formula applied | 5/5 points | Annual cash |
| FY 2024 | Financial (Bookings: multi-system/buoy/vehicles/consulting) | See table | Not disclosed | Company score 82/100 → 64% of target bonus | 10/15/15/5 points | Annual cash; Board discretion on NEO awards |
| FY 2024 | Operational (Mfg/Tech/Cyber) | Internal targets | Not disclosed | Included in score | 30/10/5 points | Annual cash |
| FY 2024 | Safety & Quality | Internal metrics | Not disclosed | Included in score | 5/5 points | Annual cash |
| FY 2025 | Financial (Bookings) | $18M (0 pts if <$13.5M) | Not disclosed | Not disclosed | 30 points | Annual cash |
| FY 2025 | Financial (Revenue) | $12.5M (0 pts if <$9.38M) | Not disclosed | Not disclosed | 40 points | Annual cash |
| FY 2025 | Financial (Adj. Operating Income) | $(10)M loss (0 pts if >$(12.5)M loss) | Not disclosed | Not disclosed | 15 points | Annual cash |
| FY 2025 | Safety & Quality | Internal metrics | Not disclosed | Not disclosed | 5/10 points | Annual cash |
Long-Term Incentive (LTI) – RSU Structure and CFO Awards
| Grant | Shares (Powers) | Vesting Mechanics | Performance Metrics | Notes |
|---|---|---|---|---|
| Jan 14, 2022 RSUs | 43,555 | 3-year; market/TSR conditions | Absolute & relative TSR (Russell 3000 Microcap) | One-third time-based; one-third absolute TSR; one-third relative TSR |
| Jan 19, 2023 RSUs | 183,190 | 3-year; market/TSR conditions | Same TSR framework as 2022 | Performance catch-up allowed Year 2 and 3 |
| Feb 1, 2024 RSUs | 631,951 | 1/3 time-based on Jan 31, 2025/2026/2027; 1/3 ISO certifications by Jan 2027; 1/3 cumulative contracted bookings by Jan 2027 | ISO certs; cumulative bookings; plus 10% annual immediate vesting add-on each year for positive TSR (10-day VWAP; max cumulative 30%) | Annual assessment on Jan 31, 2025/26/27; 95% threshold for partial vesting Years 1–2; catch-up Year 3 |
| Outstanding Unvested RSUs (as of Apr 30, 2024) | 858,696; market value $163,152 | See above | See above | No options outstanding for Powers |
Plan features: no evergreen; no repricing without shareholder approval; minimum 1‑year vesting; complete change-in-control vesting disclosure; acceleration if awards not assumed in a change-in-control.
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned (Powers) | % of Shares Outstanding | Vested vs Unvested Detail | Options | Pledging/Hedging |
|---|---|---|---|---|---|
| Nov 18, 2024 | 72,721 (incl. 61,832 common + 10,889 RSUs vesting within 60 days) | ~0.06% based on 126,230,874 outstanding | 858,696 RSUs unvested as of Apr 30, 2024 | None disclosed | Hedging, pledging, short sales prohibited; trading pre-clearance required |
| Mar 17, 2025 | 253,409 (common) | ~0.15% based on 172,050,563 outstanding | Not updated in this filing | Not disclosed | Same prohibitions apply |
Stock ownership guidelines: CFO required to hold 3× base salary within 5 years; compliance status not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | Senior Vice President & CFO; joined December 13, 2021 |
| Base Salary | $301,392 for fiscal 2025 |
| Target Bonus | 50% of base; discretionary, performance-based |
| LTI Eligibility | RSUs under 2015 Plan; performance and time-based vesting |
| Severance (no cause/good reason) | 6 months of base salary |
| Change-of-Control (double trigger) | 3 months of base salary; RSU acceleration per plan if awards not assumed |
| Non-Compete/Non-Solicit/Confidentiality | Covenants apply (scope/duration not disclosed) |
| Clawback | SEC/NYSE-compliant clawback covering 3 years preceding required restatement; applies even absent misconduct |
| Trading Policy | No hedging/pledging/short sales; written pre-approval required prior to trades |
Compensation Structure Analysis
- Mix and trends: Shift from options to RSUs for NEOs beginning FY 2023, continuing FY 2024–2025, lowering risk and emphasizing time-and-performance vesting with operational (ISO certifications) and commercial (bookings) levers.
- STI outcomes: FY 2024 score 82/100 → 64% of target paid; NEO pool ~$1.06M; no NEO salary increases for FY 2025 initially, indicating some restraint amid losses.
- Governance protections: No repricing; minimum vesting; double‑trigger CoC cash; plan-level CoC vesting disclosure; clawback compliant.
Say‑on‑Pay & Shareholder Feedback
| Year | For | Against | Abstain |
|---|---|---|---|
| 2023 | 63% | 31% | 6% |
| 2022 | 70% | 22% | 8% |
| 2021 | 78% | 12% | 10% |
Investment Implications
- Alignment and retention: Powers’ compensation ties to concrete operational and commercial KPIs (ISO certifications, cumulative bookings) plus TSR add-ons, creating measurable incentives, while the 3× salary ownership guideline and prohibitions on hedging/pledging reinforce alignment; his beneficial holdings increased materially into March 2025, reducing immediate selling pressure signals.
- Execution and financing risk: Persistent negative EBITDA and net losses, coupled with auditor going‑concern emphasis, underscore reliance on bookings growth and potential equity financing (authorized share increase), elevating retention and pay-for-performance stress tests for the CFO. *
- Change‑of‑control economics: Double‑trigger cash (3 months for CFO) plus RSU acceleration if awards aren’t assumed balances protection with shareholder interests; no repricing and clawback compliance mitigate governance risk.
Footnote: Financial values marked with an asterisk were retrieved from S&P Global.*