Evan Behrens

About Evan Behrens

Independent director (age 55) serving on OPY’s Board since 2016; Managing Member, Behrens Investment Group LLC; prior senior roles at SEACOR Holdings and multiple board positions across energy, logistics, and marketing services. He holds a B.A. from the University of Chicago, is designated an Audit Committee financial expert, and currently serves on OPY’s Audit, Compliance, and Nominating & Corporate Governance Committees with 100% attendance in 2024 .

Past Roles

External Roles

Board Governance

• Independence: OPY Board determines Behrens is independent under NYSE rules; seven of nine directors are independent .
• Committees: Audit (financial expert), Compliance, Nominating & Corporate Governance; not a chair .
• Audit expertise: Board determined Audit Committee has two financial experts; Behrens is one and is independent; he also serves simultaneously on another public company’s audit committee .
• Attendance: 100% overall in 2024 (Board 7/7; Audit 5/5; Compliance 4/4; Nominating & Corporate Governance 2/2) . Board reported 100% attendance for all directors in 2024 .
• Executive sessions/lead director: Executive sessions led by independent Lead Director (Paul Friedman); Board meets regularly without management .
• Shareholder support: Elected with 97,348 votes For (100% of votes cast by Class B holders) at the May 5, 2025 annual meeting .

Fixed Compensation

Performance Compensation

• Form: Time-based restricted stock (non-employee directors receive annual restricted Class A stock awards; no options) .
• Vesting: 2024 grant of 3,000 shares vests 25% at 6 months, then 25% on each of the next three anniversaries; similar four-tranche schedule on recent grants .
• Change-in-control/Clawback: 2024 Incentive Plan allows continuation/substitution or cancellation-for-cash (or without payment if underwater) upon change in control; Committee may accelerate vesting. Awards are subject to company clawback policies .

Other Directorships & Interlocks

• Committee interlocks: OPY discloses no compensation committee interlocks; members were independent and no related-party transactions; Behrens is not listed as a compensation committee member in 2024 .
• Audit interlock note: Behrens concurrently serves on another public company’s audit committee (not named) .

Expertise & Qualifications

• Financial oversight: Audit Committee financial expert with extensive financial statement oversight experience .
• Industry breadth: Energy/offshore services, logistics, and marketing services board experience; investment/financial acumen and business development skills recognized by OPY .
• Education: B.A., University of Chicago .

Equity Ownership

• Ownership guidelines: Directors are expected to accumulate and hold at least 6,000 Class A shares within three years of joining the Board; Company states all sitting directors either meet or are on track to meet the guideline .
• Hedging/pledging: Company prohibits directors and executive officers from short selling and trading in derivatives on OPY stock; no pledging disclosure specific to Behrens .
• Indebtedness/loans: No indebtedness of directors or executive officers to the Company during 2024 or thereafter; margin accounts disclosed for certain Lowenthal family members, not for Behrens .

Governance Assessment

• Strengths

  • Independent director with 100% attendance and multi-committee service in 2024; designated Audit Committee financial expert, bolstering financial oversight .
  • Time-based equity grants align compensation with shareholder value; no options or repricings; awards covered by clawback and coherent CIC mechanics under the 2024 Incentive Plan .
  • No related-party transactions or indebtedness involving Behrens disclosed; no compensation committee interlocks .

• Watch items / Context for investors

  • Controlled vote dynamic: A.G. Lowenthal controls ~97.5% of Class B voting stock and has indicated votes in favor of Board proposals; directors, including Behrens, receive unanimous support in this structure, which can limit minority shareholder influence .
  • Concurrent audit committee service at another public company increases workload; OPY acknowledges this in stating Behrens serves on another public company’s audit committee .
  • Stock ownership guideline: Company states all directors meet or are on track; beneficial ownership table shows 2,000 Class A shares directly held by Behrens (unvested director equity not counted in SEC beneficial ownership within 60 days) —monitor for ongoing accumulation and post-vesting holdings.

Related-Party Exposure (Director-Specific)

• No related-party transactions involving Behrens disclosed; Audit Committee oversees related-party approvals; Company reports no director indebtedness in 2024 .

Shareholder Votes & Engagement

Notes: OPY’s 2025 proxy did not present a say-on-pay proposal; 2024 meeting included adoption of the 2024 Incentive Plan (approved unanimously by Class B votes) .

Director Compensation Structure Details (Reference)

• 2024 Non-employee director stock-based awards: 3,000 restricted shares per director granted Jan 25, 2024 with 25% vest at 6 months and 25% annually thereafter; Jan 29, 2025 grants of 1,500 shares each with four equal vesting tranches through 2028 .
• 2024 aggregate directors’ fees paid: $742,334 (all non-employee directors) .

Compliance/Controls Emphasis (Committee Work)

• Audit Committee scope includes internal controls, risk management, regulatory matters, and related-party transaction approvals; meets with external auditors quarterly and oversees internal audit program; includes two financial experts (Behrens and Dwyer) .
• Compliance Committee oversight of regulatory inquiries, whistleblowing channels, AML/compliance audits, and CCO independence; Behrens is an active member .

None of the director nominees were involved in events in the last 10 years deemed material to director evaluation, per OPY disclosure .