Odyssey Marine Exploration (OMEX) Proxy Filing summary

Executive summary

• Focus on subsea mineral resource development, with a diversified portfolio addressing global shortages in critical minerals and food security, and a disciplined, phased investment approach.

• Recent NAFTA arbitration win positions the company to advance its Mexican phosphate project, with a joint venture formed to develop this strategic resource.

• Exploration in the Cook Islands is progressing, with trial harvesting and feasibility assessments planned.

• The company believes its market value does not reflect the long-term value of its assets and project pipeline.

• Larissa Pommeraud joined the Board, bringing expertise in strategy and sustainability.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2025.

• Amendment to articles of incorporation to increase authorized common stock up to 150,000,000 shares and/or implement up to a 1-for-8 reverse stock split.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, all standing for re-election, with diverse backgrounds in leadership, finance, law, and sustainability.

• Four directors are independent under Nasdaq rules.

• Board leadership structure includes a non-independent Chairman/CEO and an independent Lead Director.

• Board diversity efforts include the recent addition of a female independent director.

• Annual board and committee self-assessments are conducted.

• Director stock ownership policy requires holding stock valued at four times the annual retainer within five years.