Terence Cryan
Ocean Power TechnologiesAbout Terence J. Cryan
Independent Chairman of the Board at Ocean Power Technologies (OPTT). Age 62; director since 2012 and Chairman since 2014. Background spans energy/natural resources investment banking and private equity, turnaround leadership as CEO at multiple companies, and extensive public company board service. Education: M.Sc. Economics (London School of Economics) and B.A. (Tufts University). Recognitions include NACD Board Leadership Fellow and M&A Advisor’s 2022 Turnaround of the Year award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MACCO Restructuring Group, LLC | Managing Director | Not disclosed | Interim leadership and restructuring advisory for middle-market firms |
| Medical Acoustics, Inc. | Chief Executive Officer | Not disclosed | Hired to enact strategic pivot/turnaround |
| Williams Industrial Services Group, Inc. | Chief Executive Officer | Not disclosed | Hired to enact strategic pivot/turnaround |
| Uranium Resources, Inc. | Chief Executive Officer | Not disclosed | Hired to enact strategic pivot/turnaround |
| Concert Energy Partners | Co-founder/Managing Director | Since 2001 (implied) | Energy-focused investment and private equity |
| Bear Stearns | Senior Managing Director, Investment Banking | Not disclosed | Energy & natural resources coverage |
| Paine Webber | Head, Energy & Natural Resources Group | Not disclosed | Group leadership |
| Kidder, Peabody | Investment Banker | Not disclosed | Energy and natural resources finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westwater Resources, Inc. | Chairman of the Board | Current | Developer of U.S.-based mineral resources essential to clean energy |
| Uranium Resources, Inc. | Director (Chairman 2014–2016) | 2006–2016 | Prior public board service |
| Global Power Equipment Group Inc. | Director | 2008–2017 | Prior public board service |
| Superior Drilling Products, Inc. | Director | 2014–2016 | Prior public board service |
| Gryphon Gold Corporation | Director | 2009–2012 | Prior public board service |
| The Providence Service Corporation | Director | 2009–2011 | Prior public board service |
| ModivCare Inc. | Director | 2009–2011 | Prior public board service |
Board Governance
- Independence: Independent director (only the CEO is non-independent). Serves as independent Chairman of the Board .
- Attendance: Board met 13 times in FY2024; each director attended 100% of Board and assigned committee meetings .
- Committee assignments (FY2024):
- Audit Committee: Member (Chair: Diana G. Purcel); 5 meetings .
- Compensation Committee: Chair; 4 meetings .
- Nominating & Corporate Governance Committee: Chair; 6 meetings .
- Quality, Health & Safety; Environmental & Sustainability: Not listed as a member .
- Stock ownership guidelines: Independent directors must achieve stock ownership equal to one times the annual cash retainer for each full year of service over 5 years .
- Trading & risk policies: Hedging, pledging, short sales, and speculative derivatives prohibited for directors/officers .
- Clawback: Company adopted a Dodd-Frank/NYSE-compliant incentive compensation clawback policy (2023) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $70,000 | Standard cash retainer |
| Chair of the Board cash supplement | $75,000 | Annual supplement for Chair role |
| Committee membership/chair supplements | $8,000–$30,000 | Per-committee per annum |
| Terence J. Cryan – Cash fees (FY2024) | $202,000 | Reflects Chair and committee roles |
| Terence J. Cryan – Total cash + equity (FY2024) | $277,000 | $202,000 cash; $75,000 stock awards |
Company states board compensation is structured with a significant equity component that exceeds cash; however, FY2024 actual mix for Mr. Cryan was approximately 73% cash / 27% equity ($202k cash vs $75k equity) .
Performance Compensation
| Equity Vehicle | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (FY2024) | $75,000 | Service-based director RSUs | Standard non-employee director equity |
| FY2024 RSUs – shares granted | 241,935 RSUs | Not individually dated; FY2024 period | Same count for each non-exec director |
| Change-in-control treatment (2015 Plan) | N/A | If awards are not assumed, unvested RSUs/options vest upon change-in-control (performance awards as specified) | Plan-level provision applies to non-employee directors |
No director-specific performance metrics (e.g., TSR hurdles) are disclosed for director equity; performance metrics described in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Westwater Resources, Inc. | Chairman | No OPTT-related related-party transactions disclosed; Audit Committee reviews/approves any related-party dealings |
Expertise & Qualifications
- Turnaround leadership (CEO roles in three companies) and restructuring expertise .
- 20+ years energy/natural resources investment banking; 12 years private equity; $6B+ in financing/transactions .
- NACD Board Leadership Fellow; governance and compensation committee leadership experience .
- Education: M.Sc. Economics (LSE); B.A. (Tufts) .
Equity Ownership
| Metric | Nov 18, 2024 | Mar 17, 2025 |
|---|---|---|
| Beneficially owned shares | 358,658 (incl. 50,668 options) | 600,593 (incl. 50,668 options) |
| Ownership % of outstanding | <1% | <1% |
| Options exercisable within 60 days | 50,668 | 50,668 |
| Shares pledged as collateral | Prohibited by policy | Prohibited by policy |
Notes:
- Beneficial ownership definitions per SEC; 126,230,874 shares outstanding at Nov 18, 2024; 172,050,563 outstanding at Mar 17, 2025 .
Governance Assessment
-
Strengths
- Independent Chair with 100% attendance and deep restructuring/finance expertise; active leadership across key committees (Compensation and Nominating & Corporate Governance) .
- Robust governance policies: clawback, hedging/pledging prohibitions, director ownership guidelines, and related-party transaction review by Audit Committee .
- Clear committee structures and meeting cadence (Audit 5; Compensation 4; Nominating 6 in FY2024) .
-
Watch items / potential red flags
- Role concentration: Independent Chair also chairs Compensation and Nominating & Governance, which can centralize governance authority; continued disclosure of processes and external advisor use (e.g., NFP for compensation) mitigates some risk .
- Compensation mix vs. stated design: Company states director equity should exceed cash, yet FY2024 actual mix for Mr. Cryan (and peers) showed higher cash than equity; monitor future alignment and adherence to stated philosophy .
- Auditor change in Aug 2024 “primarily to save fees,” alongside going concern explanatory paragraph in FY2024 audit report; heightens sensitivity to financial oversight and risk management (board-level, not specific to Mr. Cryan) .
- Company risk disclosures include substantial doubt about going concern and ongoing activist shareholder challenges; these elevate the importance of effective independent board leadership and conflict vigilance .
Appendix: Board & Committee Snapshot (FY2024)
- Board nominees and ages: Terence J. Cryan (62) – Chairman; Philipp Stratmann (45) – CEO/Director; Clyde W. Hewlett (70) – Independent; Diana G. Purcel (58) – Independent; Peter E. Slaiby (66) – Independent .
- Committee memberships (select):
- Audit: Purcel (Chair), Cryan, Slaiby .
- Compensation: Cryan (Chair), Purcel .
- Nominating & Corporate Governance: Cryan (Chair), Purcel .
- Quality, Health & Safety: Hewlett (Chair), Slaiby, Stratmann .
- Environmental & Sustainability: Slaiby (Chair), Lorenz-Anderson, Stratmann .
Director Compensation Detail (FY2024)
| Director | Fees Earned (Cash) | Stock Awards | Options | Total |
|---|---|---|---|---|
| Terence J. Cryan | $202,000 | $75,000 | — | $277,000 |
FY2024 director stock grant count: 241,935 RSUs per non-executive director .
Say-on-Pay (context for governance environment)
| Year | For | Against | Abstain |
|---|---|---|---|
| 2021 | 78% | 12% | 10% |
| 2022 | 70% | 22% | 8% |
| 2023 | 63% | 31% | 6% |
Trend underscores investor scrutiny of compensation; relevant to Mr. Cryan’s role as Compensation Committee Chair .
Related-Party Oversight
- Audit Committee reviews/approves all related person transactions and reassesses ongoing ones; no specific related-party transactions disclosed in the proxy section .
Change-in-Control and Equity (Plan-Level)
- If awards are not assumed in a change-in-control, unvested restricted stock, stock units and options vest immediately prior to closing (performance-based awards treated per plan); Board administers awards to non-employee directors .