Form 4: OMEX CEO Mark Gordon Awarded Equity Compensation

Odyssey Marine Exploration CEO Mark Gordon received 25,000 Restricted Stock Units and 100,000 Stock Options as part of his equity compensation.

Summary

• Mark Gordon, Chief Executive Officer and Director of Odyssey Marine Exploration Inc. (OMEX), was granted equity compensation.
• The compensation includes 25,000 Restricted Stock Units (RSUs) and 100,000 Stock Options.
• The transaction date for both grants was December 2, 2025.
• Each RSU represents a contingent right to receive one share of OMEX common stock.
• The RSUs will vest in six equal installments (1/6 each) on June 30 and December 31 of 2026, 2027, and 2028, with an expiration date of December 31, 2028.
• Each Stock Option represents a right to buy one share of OMEX common stock at an exercise price of $2.02.
• The Stock Options will vest in 36 equal monthly installments (1/36 each) beginning on December 31, 2025, with an expiration date of December 2, 2030.
• Following these transactions, Mark Gordon beneficially owns 25,000 Restricted Stock Units and 100,000 Stock Options directly.

Sentiment

Score: 6

Explanation: The grant of equity compensation to the CEO is generally a positive signal as it aligns management's interests with shareholders, promoting long-term value creation. However, it does not directly reflect operational or financial performance.

Positives

• The grant of equity compensation to the CEO aligns management's interests with those of shareholders, incentivizing long-term performance.
• The vesting schedules for both RSUs and Stock Options encourage sustained commitment and performance over several years.

Negatives

• The equity compensation does not represent an immediate cash value for the CEO, as it is subject to vesting conditions and market price fluctuations.
• The exercise price of the stock options ($2.02) means the options only have value if the stock price rises above this level.

Risks

• The value of the Restricted Stock Units and Stock Options is subject to the future market price of OMEX common stock, which can fluctuate.
• The vesting of the equity awards is contingent on continued employment and potentially other performance conditions not detailed in this filing, posing a risk of forfeiture if conditions are not met.

Future Outlook

The equity grants to the CEO are forward-looking incentives designed to align his long-term performance with shareholder value creation, with vesting schedules extending through 2028 for RSUs and 2030 for stock options.

Management Comments

• Mark D. Gordon signed the filing on December 3, 2025, indicating his acknowledgment of the reported transactions.

Industry Context

Executive equity compensation, such as Restricted Stock Units and Stock Options, is a standard practice across various industries, including marine exploration, to attract, retain, and motivate key leadership. These grants are typically tied to long-term performance and shareholder alignment.

Comparison to Industry Standards

• The structure of equity compensation, including a mix of Restricted Stock Units and Stock Options with multi-year vesting schedules, is a common practice in executive compensation packages across publicly traded companies.
• The specific number of units and options granted, as well as the exercise price, would typically be benchmarked against peer companies in the marine exploration or specialized services sector, though this filing does not provide such comparative data.

Related Party Transactions

• The filing details an equity compensation grant from Odyssey Marine Exploration Inc. to its Chief Executive Officer and Director, Mark Gordon. This is a transaction between the company and a related party (executive officer/director) as part of his compensation package.

Stakeholder Impact

• Shareholders: The equity grants are intended to align the CEO's long-term interests with shareholder value, potentially leading to improved company performance.
• Employees: While not directly impacted by this specific filing, executive compensation practices can influence overall company culture and compensation philosophy.

Next Steps

• The Restricted Stock Units will vest in installments on June 30 and December 31 of 2026, 2027, and 2028.
• The Stock Options will vest monthly, beginning December 31, 2025, over a 36-month period.
• The CEO will be able to exercise vested stock options at the specified exercise price of $2.02 per share until December 2, 2030.

Key Dates

Keywords

OMEX, Odyssey Marine Exploration, Mark Gordon, CEO, Restricted Stock Units, Stock Options, Equity Compensation, Form 4, Insider Transaction, Executive Compensation