UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant  ☒        Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ODYSSEY MARINE EXPLORATION, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Fellow Stockholder,

ForFirst, we hope that you and your family remain healthy and safe. The past year has brought many challenges to businesses and communities across the past several years, I have spokenglobe. At Odyssey, we relied on our core values – one of which is being innovative and agile – to you aboutsuccessfully navigate through the transformation underway at Odyssey. Much like building a house, we neededpandemic. This allowed us to start with a strong foundation to build upon. During this phase, were-evaluatedmeet or surpass our goals in 2020, and refinedI am energized and motivated for our mission to developfuture.

Using our “blueprints” – the strategies we needed to employ to set the company up for long-term success. We focused on strengthening our financials and improving our operational efficiencies. Now,core capabilities, we are inworking to help solve some of the construction phase – building the structure that sits upon that solid foundation.

We have successfully constructed a new business model that has two key focuses: (1) developing valuable seafloor mineral assets for our company and (2) generating leveraged returnsworld’s biggest issues by providing contracted service workaccess to third-parties. Under this contract model, Odysseycritically needed subsea resources in an environmentally responsible manner. These resources will help power the green economy, feed the world’s growing population, and provide vital infrastructure.

One of our goals is paid to perform offshore services while still retainingenhance shareholder value by continually developing assets. We are creating a significantback-end sharediversified subsea mineral portfolio with projects in different jurisdictions and mineral sets. We recently restructured our executive team to support two of the future net proceeds from these projects.

The combined potential cash flows from these projects are expected to fund operations for multiple years while simultaneouslyour major strategic objectives: (1) increasing the value of our subsea mineral portfolio, and (2) optimizing our business operations to support the growth of multiple mineral projects.

There are multiple ways our mineral portfolio may increase in value. We plan to add new projects to our portfolio by obtaining new licenses, acquiring equity in whichnon-controlled projects, and increasing our equity holdings in existing projects. The value of projects will also grow by moving them up the company has an equity ownership position.value curve from exploration, validation, and quantification through environmental and commercial planning.

Last month we received some long-awaited news regarding the “Don Diego” projectWe remain very focused on our ExO Phosphate Project in Mexico. Since 2012, we’ve validated and quantified that was well worth the wait. On March 21, 2018, the11-judge panelthis is one of the Superior Courtlargest phosphate resources in North America, conducted extensive environmental studies, defined an extraction program that uses existing dredging technology and world class environmental impact mitigation measures. We need just one critical permit in order to begin dredging to recover phosphate sands off the coast of Mexico. Due to the Federal Court of Administrative Justice in Mexico ruled unanimously in favor of Odyssey Marine Exploration, Inc.’s (“Odyssey”) subsidiary, Exploraciones Oceánicas, S. de R.L. de C.V. (“ExO”), nullifying theillegal denial of ExO’sthat environmental permit, applicationwe continue to pursue a NAFTA Claim against Mexico in order to protect the interests of our shareholders. Additional information about this claim is available at www.odysseymarine.com/nafta.

A key goal in 2020 was securing the funding for this legal action and sufficient operating capital for Odyssey and ExO into 2022. Both of these objectives were met, thereby allowing our team to focus on supporting the case and developing other projects.

We do believe world’s future is dependent upon our oceans and that critical resources required by society can be recovered from the seabed in an environmentally sensitive manner.

At Odyssey, the ocean is our passion. It is where we work, but it is also where we spend our free time doing things like fishing, sailing, diving, and swimming. At the heart of our operations, we will always consider what is best for the extraction of phosphate sand from its “Don Diego” project. Odyssey holdsplanet. If data shows that a 53.88% interest in ExO. To moveproject is not viable or would cause serious harm to the next phase of development of the deposit, Odyssey and its subsidiaries need the approval of the environmental permit application, which is anticipated in due course asocean environment, we will not proceed.

Ocean mining will be a result of this decision.

The “Don Diego” project is expected to deliver significant economic and social benefits to Mexicoreality in the form of job creation, lowered fertilizer pricing, increased crop yields, generation of tax revenues,next three to five years. We are perfectly positioned to discover and develop the funding of programs that will promote the protection and enhancement of the marine environment.

Although the “Don Diego” project remains our company’s cornerstone project for the moment, we have a pipeline of equally excitingsubsea mineral projects that will allow the world economy to grow, drive progress toward the global green transition, and reduce the current societal impacts of terrestrial resource acquisition.

I urge you to visit our website – www.OdysseyMarine.com. We recently redesigned it to better tell our story and provide information about how and why we are doing the work we are doing in various stages of development. Of course, shipwrecks will always be onethe ocean.

The trust and support of our passions, butpartners and stockholders is appreciated. We consider you part of our team and we hope you are as enthusiastic as we are now focusing our investmentsabout this journey and the incredible things that lie ahead. Let’s dive in and get to develop and move forward multiple subsea mineral projects, an area we believe has the potential to provide much greater returns.

We are actively working on shipwreck projects for our partner Magellan Offshore. Operations are currently underway on a leveraged-return project expected to begin generating cash in 2018 that will be sufficient to fund total company operations and is forecast to produce cash returns for a minimum of12-18 months.

The integrity of your foundation is where success and failure lie. It is important for us to maintain a strong base, so we will remain focused on financial discipline and evaluating our operational philosophies. We will continue to refine and stay the course on these core principles of our foundation as we build. The value of this discipline has been proven by our performance. Last year we had a 37% reduction in total operational expenses compared to the previous year, and a 60% reduction in operating expenses compared to 2015.

When Greg Stemm and John Morris founded Odyssey nearly 25 years ago, the goal was to use technology to reach the deep ocean and recover long-lost valuable assets. After making some of the most amazing shipwreck discoveries in the world we have moved into discovering and developing naturally occurring deposits of valuable mineral assets in the deep ocean. On both accounts, naysayers thought these goals impossible and never expected us to be successful at finding or recovering these assets from the deep ocean, but here we are 25 years later continuing to push the envelope, diving deeper into the ocean and recovering valuables that were previously thought unattainable.

It is an exciting time to be a part of Odyssey and I am honored to be the CEO. We appreciate your ongoing support and belief in the Odyssey team, and thank you for your trust in our stewardship of your company.work!

Sincerely,

Mark D. Gordon

President,Chairman and Chief Executive Officer

and Member of the Board of Directors

Odyssey Marine Exploration, Inc.

April 26, 201828, 2021

Odyssey Marine Exploration, Inc.

5215 West Laurel Street205 S. Hoover Blvd, Suite #210

Tampa, Florida 3360733609

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 5, 201814, 2021

The Annual Meeting of Stockholders of Odyssey Marine Exploration, Inc. will be held at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607 on Tuesday,Monday, June 5, 2018,14, 2021, at 9:30 a.m. (EDT) for the following purposes:

The record date for determining those stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof is Friday, April 13, 2018.16, 2021.

Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled “Voting via the Internet, by Telephone or by Mail” on page 2 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the annual meeting. If you are a registered holder and decide to attend the annual meeting and wish to change your proxy vote, you may do so automatically by voting in person at the annual meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Mark D. Gordon

Chief Executive Officer

President and Chairman of the Board Member

Tampa, Florida

April 26, 201828, 2021

TABLE OF CONTENTS

^{Odyssey Marine Exploration, Inc.—2018ODYSSEY MARINE EXPLORATION-2021 Proxy Statement}    i

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Odyssey Marine Exploration, Inc.

5215 West Laurel Street205 S. Hoover Blvd, Suite #210

Tampa, Florida 3360733609

PROXY STATEMENT FOR

FOR

ANNUAL MEETING OF STOCKHOLDERS

These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Odyssey Marine Exploration, Inc., a Nevada corporation ( the(the “Company,” “Odyssey,” “we,” “us,” or “our”), for the Annual Meeting of Stockholders to be held at 9:30 a.m. (EDT) on Tuesday,Monday, June 5, 2018,14, 2021, at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607, and at any adjournments or postponements of the annual meeting.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the annual meeting are:

VOTING

Voting Rights

Only stockholders of record of Odyssey Marine Exploration, Inc. common stock on April 13, 2018, the record date, April 16, 2021, will be entitled to vote at theour annual meeting. Each holder of record will be entitled to one vote on each matter for each share of common stock held on the record date. On the record date, there were 8,466,90913,023,330 shares of our common stock outstanding.

A majority of the voting power, which includes the voting power that is present in person or by proxy, shall constitute a quorum at the Annual Meeting. Shares represented by a properly signed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote. Likewise, stock represented by “brokernon-votes” will be treated as present for purposes of determining a quorum. Brokernon-votes are proxies with respect to shares held in record name by brokers or nominees, as to which instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power under applicable national securities exchange rules or the instrument under which it serves to vote such shares on that matter. Your broker will not have discretion to vote onnon-routine matters absent direction from you, including the election of directors and the advisory vote to approve our named executive officer compensation. If you hold your shares through a broker, your broker is permitted to vote your shares on “routine” matters, which includes the ratification of the independent registered public accounting firm, even if the broker does not receive instructions from you.

The affirmative vote of the holders of a plurality of votes properly cast on the proposal at the annual meeting is required for the election of directors(Proposal 1). Stockholders may not cumulate votes in the election of directors.Proposals 2 and 3require the approval of the holders of a majority of votes properly cast on the proposal. Abstentions and brokernon-votes have no effect on the determination of whether a director nominee or any proposal has received a plurality or majority of the votes cast.

If the persons present or represented by proxy at the annual meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the record date, the annual meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

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Electronic Delivery

Stockholders who have elected to receive our 20182021 proxy statement and 20172020 annual report to stockholders electronically will receive an email on or aboutApril 26, 201828, 2021, with information on how to access stockholder information and instructions for voting.

If you received your Notice of Internet Availability of Proxy Materials or all of your annual meeting materials by mail, we encourage you to sign up to receive your stockholder communications electronically. Email delivery benefits the environment and saves us money by reducing printing and mailing costs. With electronic delivery, you will be notified by email as soon as the annual report on Form10-K and proxy statement are available on the Internet, and you can submit your stockholder votes online. Your electronic delivery enrollment will be effective until you cancel it. If you are a registered holder,visitwww-us.computershare.com/Investor to create a login and to enroll. If you hold your Companyshares of stock through a bank, broker or other nominee, please refer to the information provided by that entity for instructions on how to elect to view future proxy statements and annual reports over the Internet and how to change your elections.

Changing or Revoking Your Proxy

You may revoke or change a previously delivered proxy at any time before the annual meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to our Corporate

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PROPOSAL NO. 1 :1: ELECTION OF DIRECTORS

Nominees for Election at this Annual Meeting

The Board of Directors currently consists of sixseven directors standing for election to the Board at the Annual Meeting. The Board of Directors recommends the election as directors of the sixseven nominees listed below. EachAll seven of the nominees, isJohn C. Abbott, Laura L. Barton, Mark D. Gordon, Mark B. Justh, James S. Pignatelli, Jon D. Sawyer and Todd E. Siegel are currently a directordirectors of the Company. The persons named as “Proxies” in the form of Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the stockholders returning such proxies. If, at the time of the Annual Meeting any of the nominees named below should be unable to serve, which event is not expected to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. The Board of Directors does not expect any of the nominees to be unable to serve as director.

The classified board structure required by the Stock Purchase Agreement, dated March 11, 2015 (the “Stock Purchase Agreement”), among the Company, Minera del Norte, S.A. de C.V. (“MINOSA”), and Penelope Mining LLC (“Penelope”),( the “Stock Purchase Agreement”) more fully described in the Proxy Statement previously filed with the Securities and Exchange Commission on April 21, 2015, has been approved by our stockholders, but has not been implemented via an amendment to our Articles of Incorporation. The classified board structure is to be implemented as a condition to the initial closing of the Stock Purchase Agreement, which has not yet occurred. In the event the initial closing occurs and the classified board structure is implemented by the Company, each director nominee, if elected, will serve in the class designated for each below. It is anticipated that Mr. Sawyer would resign from the Board of Directors upon the initial closing to create a vacancy which the Company expects would be filled by a person selected by Penelope.

The board is diverse and represents a wide range of experience and perspectives important to enhancing the Board effectiveness in fulfilling its oversite role. The table below sets forth the name and age of each nominee for director, indicating all positions and offices with the Company presently held; the period during which each person has served as a director; any additional directorships with public companies; the class which each nominee shallwill serve under if elected and the classified board structure is implemented, and the expiration of the term of such director if classified board structure is implemented. If the classified board structure is not implemented, the term of each director shallwill end at the next Annual Meeting of Stockholders and until their successors are elected and qualified or until the earliest of their death, resignation or removal.

Class I Directors – Terms Expiring at the 2019 Annual Meeting

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The affirmative vote of the holders of a plurality of votes properly cast on the proposal at the annual meeting is required for the election of directors.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors recommends a voteFOR the nominees named above.

Odyssey Marine Exploration, Inc.—2018

ODYSSEY MARINE EXPLORATION-2021 Proxy Statement    5		6

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following sets forth biographical information as to the business experience of each of the Company’s executive officers and nominees for directordirectors for at least the last five years.

Directors

John C. Abbott joined Odyssey’s board in June 2015 and was appointed as Chairman of the Audit Committee in June 2016. He is the Chief Financial Officer ofnow serves as a consultant with Altos Hornos de Mexico, S.A.B de C.V. (“AHMSA”), MINOSA’s parent company of MINOSA. Previously,company. Mr. Abbott previously served as the Chief Financial Officer of AHMSA and as Chief Executive Officer of MeetMe, Inc.The Meet Group (Nasdaq: MEET), a leading U.S. social network for meeting new people. Mr. Abbott served as Chairman of MeetMe’sThe Meet Group’s Board of Directors from February 2009 until June 2016. From 1992 to 2005, Mr. Abbott held several positions within J.P. Morgan’s Latin America Mergers & Acquisitions team, working in both New York and Sao Paulo. Mr. Abbott earned his B.A. degree in History from Stanford University and an M.B.A. degree from Harvard Business School.

Laura L. Barton joined Odyssey’s board in June 2019 and has served as Chief Business Officer since March 2021 and as Corporate Secretary since July 2015. She formerly served as Executive Vice President-Communications from June 2012 to March 2021 and as Vice President-Communications from November 2007 to June 2012. With over 35 years of business experience including more than 20 years at Odyssey, Ms. Barton has extensive strategic planning, corporate governance, business analysis, management, investor relations, marketing, media and content development experience. Previously, Ms. Barton served as Director of Corporate Communications and Marketing for Odyssey since July 2003. From June 1994 to July 2003, she was President of LLB Communications, a marketing and communications consulting company that served a variety of broadcast networks, stations and distributors as well as Odyssey. She also taught as an adjunct instructor at the University of South Florida. Prior to founding LLB Communications, Ms. Barton served in various management, marketing, publicity and creative services positions in local and network television since 1983. Ms. Barton received a B.A. degree in Mass Communications from the University of South Florida.

Mark D. Gordon has been a Directordirector since January 2008.2008, Chairman since June 2019 and Chief Executive Officer since October 2014. He served asalso serves on the Board of Directors of Marine Applied Research and Exploration, a non-profit agency focused on working collaboratively with state and federal agencies to explore and document deep-water ecosystems. Mr. Gordon was Odyssey’s President from October 2007 until June 2019 and Chief Operating Officer from October 2007 until October 2014 and was appointed President and Chief Executive Officer in October 2014. Mr. Gordon was namedafter serving as Executive Vice President of Sales, in January 2007, in which capacity he was responsible for the Attraction, Business Development and Retail Merchandising operations for the Company. He joined the Company in June 2005 as Director of Business Development. Prior to joining Odyssey, Mr. Gordon started, owned, and managed four different entrepreneurial ventures from 1987 to 2003, including Synergy Networks, which he founded in 1993 and served as Chief Executive Officer until September 2003, when the company was sold to the Rockefeller Group. He continued to serve as President of Rockefeller Group Technology Services Mid Atlantic, a member of Rockefeller Group International, until December 2004. Mr. Gordon received a B.S. degree in Business Administration in 1982 and an M.B.A. degree in 1983 from the American University.

Mark B. Justh joined Odyssey’s Board in July 2013 and was appointed as Lead Director in June 2015. Mr. Justh is also the CEO of JD Farms, an organic hay and antibiotic free cattle farm, as well as the co-founder of Eaton Hemp, an organic hemp farm, both of which are located in New York state. He also served as the Chairman of the Audit Committee from June 2014 to June 2016. Mr. Justh served as Managing Director at J.P. Morgan, Hong Kong, for over ten years. Prior to that, Mr. Justh was a Partner at HPJ Media Ventures/DeNovo Capital from 2000 to 2002, where he managed a $25 million fund that made private investments in media properties. From 1994 to 2000 he was a Vice President at Goldman Sachs International, responsible for Institutional Equity Sales coverage of Switzerland and France for U.S. equity products. Mr. Justh earned his A.B. degree in Economics from Princeton University, his M.S. ofdegree in Real Estate Finance from New York University and his M.B.A. degree from INSEAD (France). Mr. Justh was also honorably discharged from the U.S. Army Reserve as a First Lieutenant in the Medical Service Corps.

James S. Pignatelli was first elected a Directordirector in June 2015. Mr. Pignatelli was Chairman of the Board, Chief Executive Officer and President of Unisource Energy Corporation, an electric utility holding company, and Chairman of the Board, Chief Executive Officer and President of Tucson Electric Power Company, its principal subsidiary, from July 1998 until his retirement in January 2009. Previously he served those companies as Senior Vice President and Chief Operating Officer. Mr. Pignatelli served as a director of Electro Rent Corporation, one of the largest global organizations devoted to the rental, lease and sale of new and used electronic test and measurement equipment, from 2002 until August 2016 and2016. Currently he serves on the Board of Directors of Altos Hornos de Mexico, S.A. and Blue Cross-Blue Shield of Arizona. Mr. Pignatelli holds a B.A. degree in Accounting and Economics from Claremont Men’s College and a J.D. from the University of San Diego.

Jon D. Sawyerjoined the Board of Directors in November 2009 and has served as chairman of the Governance and Nominating Committee since June 2015 and the Compensation Committee since March 2011. He also served as chairman of the Governance and Nominating Committee from June 2010 to June 2011. Mr. Sawyer opened his own securities law firm in January 2014 in Denver, Colorado, and he retired from his securities law practice in January 2018. Prior to that he was a practicing securities lawyer with the firm of Jin, Schauer & Saad, LLC in Denver, Colorado, where he worked from March 2009 until December 2013. He started his securities law career working for the Denver Regional Office of the Securities and Exchange Commission as a trial attorney from 1976 to 1979. He worked the next 27 years practicing securities law in private practice, and during this time he served as securities counsel for Odyssey from 1997 to 2006. He was a partner with the Denver law firm of Krys, Boyle, P.C. from November 1996 until June 2007. From June 2007 until March 2009, he was aco-owner and worked full time in various capacities including President and general counsel for Professional Recovery Systems, LLC, a privately held financial services firm engaged in the business of purchasing, selling and collecting portfolios of consumercharged-off debt.

Gregory P. StemmTodd E. Siegel was appointed as Chairman ofjoined the Board of Directors in October 2014.March 2021 and serves on the Audit, Compensation, and Governance and Nominating Committees. He is currently the Chief Executive Officer of Centered Solutions, LLC, an international company that specializes in prescription-based pharmacy automation, a position he has held since 2017. Previously, Mr. Stemm began providing advisory services Siegel served as President and Chief Executive Officer of MTS Medication Technologies, Inc from 1993 to Odyssey in October 2014 and consulting services in December 2015. These services include actively seeking out and presenting2010. After the privatization of the company, he continued to Odyssey new business opportunities, projects, and relationships that are expected to result in strategic value or revenue streams in Odyssey’s core business of shipwreck and mineral exploration; providing strategic planning and advice; providing project management, as requested; and such other services as Odyssey’s board of directors or chief executive officer may request from time to time. Previously at Odyssey, he servedserve as Chief Executive Officer from January 2008until the sale of MTS to October 2014 and as Chairman from 2008 to 2010. He also served asCo-Chairman from 2006 to 2008 and asOmnicell in 2012. Mr. Siegel is currently a Director and Executive Vice President since May 1994. During

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Directors standing for election are expected to attend the Annual Meeting.Meeting of Stockholders. All of the six directors standing for election atas of December 31, 2020, attended the 20172020 Annual Meeting attended that meeting.of Stockholders.

Except as otherwise provided in an employment agreement, executive officers are appointed by the Board of Directors to hold office until the next Annual Meeting of the Company, which is expected to be June 5, 2018.14, 2021. There are no known arrangements or understandings between any director or executive officer and any other person pursuant to which any of the above-named executive officers or directors was selected as an officer or director of the Company. With respect to each of the above-named executive officers and directors, none of the events enumerated in Item 401(f)(1)-(8) of RegulationS-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) occurred during the past ten years.

Board Leadership Structure

Under our Corporate Governance Guidelines, our Board does not have a policy regarding whether the roles of Chairman and Chief Executive Officer should be separate because our Board believes it is in the best interests of our Company to retain the flexibility to have a separate Chairman and Chief Executive Officer or, if circumstances dictate, to combine the roles of Chairman and Chief Executive Officer.

Our current leadership structure ishas been comprised of anon-independent director serving as Chairman of the Board (Gregory P. Stemm)and Chief Executive Officer (Mark D Gordon), and an independent director serving as Lead Director (Mark B. Justh), a Company employee serving as Chief Executive Officer and President (Mark D. Gordon), and strong, active independent directors serving on and chairing our Board committees. We believe thatThe Board of Directors periodically reviews this structure isto determine the most appropriate structure moving forward. The Board also plans for the Company because it allows one person, oursuccession of the position of Chief Executive Officer, to concentrateas well as certain other senior management positions, on theday-to-day operations of the Company and to speak for and lead the Company, while providing for effective oversight by an independent Lead Director, Chairman and Board. The Lead Director is responsible for the strategic operations of the Board and sets the agenda for and presides over Board meetings. We believe our Chief Executive Officer is in the best position to lead Odyssey and the management team forward in deep-ocean exploration, mineral exploration, shipwreck contract services, marine survey and exploration charter services. Our Lead Director is in the best position to focus the Board’s attention on the broader issues of corporate governance and risk management. We believe that splitting the roles of Chairman and Chief Executive Officer and adding an independent Lead Director maximizes the effectiveness of our management and governance processes to the benefit of our stockholders.annual basis.

Executive Sessions

Our independent directors meet regularly in executive session without employee-directors or otheradditional executive officers present. The Lead Director presides at these meetings. During 2017,2020, the independent directors met two times in executive sessions.

Risk Oversight

It is management’s responsibility to manage risk and bring material risks to the attention of the Board of Directors. Risk assessment and oversight is a key function of our Board of Directors. In plenary meetings in which all members of the Board are in attendance, risk assessment and oversight issues are a frequent topic of discussion and action. Because of its significance, the task of risk assessment and oversight is operationally shared by Management, the Audit Committee and the Governance and Nominating Committee. Because of the small size of the Company’s Board and its current operating practices, there is no separate Board committee for compliance or risk oversight.

During 2017,In 2020, management engaged in a strategic development program that identified weaknesses and assessed risks as well as opportunities. This risk assessment was utilized in facing the CFO, CEOunprecedent challenges of the global COVID-19 pandemic starting in March 2020 and COO metits impact on our projects and our workforce (both employees and contractors). This program was thoroughly discussed with an independent consultant to consider a revised Enterprise Risk Assessment process that includes setting objectives, identifyingthe board at formal meetings and prioritizing risk and developing responses to those risks. The four objectives set were to bring the Don Diego project into production, to identify and develop new oceanic resources, to develop contract services that deliver leveraged returns and to be a disciplined entrepreneurial company.during more informal calls with board members.

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Independence of Board Committee Members

The Company currently has fourfive directors, John C. Abbott, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer and Todd E. Siegel, who are independent directors“independent directors” as defined in Section 5605 of the listing standards of the NASDAQNasdaq Stock Market. The Board of Directors affirmatively determined, from its review of the completed Directors and Officers Questionnaires, that each of the current independent directors nominated for election at the Annual Meeting continues to meet the standards for independence under NASDAQNasdaq Rules 5605(a)(2), 5605(d)(3), and 5605A(d),IM-5605A-6, and Rule10A-3(b)(1)(ii)(A) under the Exchange Act.

The Unaffiliated Director Proposal

At the annual meeting of stockholders held on June 9, 2015, the stockholders approved an amendment to our articles of incorporation to provide that each director of the Company who is not an officer, employee or other member of management of the Company, and each agent and affiliate thereof, will have the right: (a) to directly or indirectly engage in any activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries, (b) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, and (c) not to present potential transactions, matters, or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for himself or herself, and to direct any such opportunity to another person (the “Unaffiliated Director Proposal”). This proposalThe Unaffiliated Director Proposal is to be implemented as a condition to the initial closing of the Stock Purchase Agreement which has not yet occurred. As a result, this provision has not yet been implemented.

Service on Other Boards of Directors

Our Board of Directors believes that each director of the Company should be allowed to sit on the board of not more than two publicly tradedfor-profit companies without the prior approval of the Board of Directors. It is the position of the Board that approval of a director to sit on more than two boards simultaneously while sitting on Odyssey’s Board will be limited to special circumstances, provided that the arrangement will not interfere with the director carrying out the duties to the Board of the Company. None of our Directorsdirectors currently sits on the board of more than two publicly traded companies.

Director Stock Ownership Policy

To further establish the link between our directors and stockholder interests, the Board of Directors adopted a Director Stock Ownership Policy in 2013. The policy requires each director, within five years of the applicable date, to hold an amount of our common stock valued at four times the amount of the annual retainer for the year the policy first applies to them. Our directors have all increased their beneficial ownership holdings by accepting common stockThe Stock Ownership Policy must be met no later than the fifth anniversary of a director’s initial election or appointment.

Hedging Policy

The Company’s Board of Directors has adopted a policy that prohibits hedging transactions and stock optionsprohibits pledging transactions except in lieu of cash compensation for retainersvery limited circumstances. Any affected officer, director or employee who wishes to enter into hedging transaction must first pre-clear the proposed transaction with the Chief Executive Officer and services and continueChief Financial Officer at least two weeks prior to advance towards these ownership requirements.the transaction. This policy is included in the Company’s Insider Trading Policy.

Annual Board Self Assessments

In the best interest of the Company and its stockholders, the Board of Directors normally performs an annual assessment in which the Board members review and assess each director, the Board’s function itself and its committees. This evaluation is usually completed shortly after the end of the year. The latest annual assessment was completed during January 2018 and reported on during the March 20182021 Governance and Nominating Committee meeting. During 2017,2020, the Board assistedsupported management in the development of inventivevarious funding strategies including extended NAFTA litigation support and equity investment. The Board assisted with management strategies required to keep management operating at a high level while enduring ancontinue the extended regulatory approval process for the Company’s phosphate deposit. The Board also worked with managementdeposit project and to develop a new methodseabed mineral exploration opportunities.

Approach to Environmental, Social and Governance Related Matters

Odyssey’s core values drive the integration of awarding incentive executive compensation forenvironmental, social, and governance (ESG) considerations into our business strategy.

Odyssey Marine Exploration, Inc.—2018

ODYSSEY MARINE EXPLORATION-2021 Proxy Statement    9		10

We believe the world’s future is dependent on our oceans and we believe that critical resources required by mankind can be recovered from the seabed in an environmentally sensitive manner. At its core, our mission is to provide access to these resources that will help power the green economy, feed the world’s growing population and provide vital infrastructure.

There is growing global demand for cobalt, manganese, rare earth minerals, phosphorite, gold, silver, copper and zinc. Land based deposits are being depleted and, in some cases, mined with inappropriate labor or environmental protection. Our work in subsea mineral exploration and development provide an alternate environmentally-responsible method of obtaining resources critically required by mankind.

Acquiring minerals from the seafloor will be a reality with inherent benefits over many terrestrial sources. Our exploration work provides much needed environmental data which will allow these resources to be obtained in an environmentally responsible manner. We believe we are perfectly positioned to discover and develop subsea mineral projects that will allow the world economy to grow, drive progress toward the global green transition and reduce the current societal impacts of terrestrial resource acquisition. Subsea mining has a small carbon footprint, causes no societal displacement and expected to produce higher grade minerals than those that are sourced via terrestrial mining.

Our passion for the ocean is as deep as the depths we explore and it is reflected in our personal and corporate commitment to the well-being of the ecosystem and the surrounding community. Our headquarters has taken steps to eliminate single-use products as part of our effort to enact environmentally responsible practices in every part of our operations. The Odyssey team dedicates time to this commitment through volunteer and service work for local marine communities as well as international organizations dedicated to the preservation of the ocean, including CEO, Mark Gordon’s service as a Board Member of the non-profit organization Marine Applied Research and Exploration (MARE). MARE is a non-profit focused on working collaboratively with state and federal agencies, academic institutions, and other NGOs, deploying a robotic fleet to explore and document deep-water ecosystems in support of their conservation and management.

With the help of trusted local experts and public input, will take a proactive approach to communicate the data and information acquired in our exploration to develop an informed view of impacts, consequences and merits of seabed mining and exploration activities. This would include, but is not limited to, stakeholder meetings, published scientific reports, Non-Technical Summaries and other materials on each project and employing local businesses and people during project operations.

Our workforce transitioned seamlessly to work from home in March 2020 as a result of the COVID-19 pandemic. As Odyssey’s projects span the globe, employees and contractors are used to working together from various locations. Relying on our core values, including being innovative, allowed us to navigate through the global pandemic with minimal disruption.

Committees of the Board

We have three standing committees: the Audit Committee; the Compensation Committee; and the Governance and Nominating Committee. Each of these committees has a written charter approved by the Board of Directors. A copy of each charter can be found by clicking on the Investors section of our website,www.odysseymarine.com.

The members of the committees, as of the date of this proxy statement, are identified in the following table:

<Represents Chair

Governance and Nominating Committee

The Governance and Nominating Committee Charter and Guidelines were adopted in May 2006 and have been reviewed, amended and updated by the Board of Directors from time to time as necessary. The Charter was last amended by the Board of Directors in March 2015. The Governance Committee Charter and Guidelines received its annual review during November 2017, which resulted inMarch 2021, with no changes to the charter. A copy of theGovernance and Nominating Committee Charter and Guidelines is available on our website at (www.odysseymarine.com). The Governance and Nominating Committee presently consists of John C. Abbott, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer (Chairman)., and Todd E. Siegel. The purpose of the committee is to provide assistance to the Board of Directors in fulfilling its responsibility with respect to oversight of the appropriate and effective governance of the Company including (i) identification and recommendation of qualified candidates for election to its Board of Directors and its committees; (ii) development and recommendation of appropriate corporate governance guidelines for the Company; (iii) recommendation of appropriate policies and procedures to ensure the effective functioning of the Board of Directors; (iv) recommendations regarding the appointment of corporate officers and the adoption of appropriate processes to ensure management succession and development plans for the principal officers of the Company and its key subsidiaries; and (v) recommendations regarding proposals submitted by stockholders of the Company. During the fiscal year ended December 31, 2017,2020, the committee held twothree meetings.

The nomination process for incumbent members of the Board consists of an annual review by the committee in which the committee reviews each member’s (i) ability and willingness to continue service on the Board; (ii) past performance as a member of the Board; and (iii) continued Board eligibility and independence. If a director vacancy arises, the committee shall seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or for election at the stockholders’ annual meeting. A director nominee shall meet the director qualifications as determined by the Board from time to time, including that the director nominee possesses personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s stockholders. The committee uses a Director NominationFormNominationForm and Corporate Director Questionnaire to assess the background and qualification of prospective candidates.

A candidate may be nominated for appointment or election to the Board by the committee or by a stockholder who has continuously held for at least one year by the date it submits the proposal at least $2,000 market value or one percent, whichever is less, of the Company’s shares. Stockholders who wish to recommend persons to the committee for the 20192022 Annual Meeting should submit a letter addressed to the Chairman of the Governance and Nominating Committee no later than December 28, 2018,January 1, 2022, that sets forth the name, age, and address of the person recommended for nomination; the principal occupation or employment of the person recommended for nomination; a statement that the person is willing to be nominated and will serve if elected; and a statement as to why the stockholder believes that the person should be considered for nomination for election to the Board of Directors and how the person meets the criteria to be considered by the committee described above.

Compensation Committee

The Compensation Committee presently consists of John C. Abbott, Mark B. Justh, John C. Abbott, James S. Pignatelli, and Jon D. Sawyer (Chairman), and Todd E. Siegel, all of whom are independent directors as defined in Section 5605 of the listing standards of the NASDAQNasdaq Stock Market. The Compensation Committee Charter was adopted by the Board of Directors in April 2005 and has been reviewed, amended and updated by the Board from time to time as necessary. The Charter is reviewed annually and was last amended by the Board in March 2015, with no changes recommended during its March 2018 review.2021. A copy of the Compensation Committee Charter is available on the Company’s website at (www.odysseymarine.com). The Compensation Committee reviews and recommends to the Board compensation plans, policies and benefit programs for employees including stock options, distribution of stock in any form, incentive

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Audit Committee

The Audit Committee presently consists of John C. Abbott Chairman,(Chairman), Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer and Todd E. Siegel, who are independent directors (as defined in Section 5605 of the listing standards of the NASDAQNasdaq Stock Market and also meet the independence standards of SEC Rule10a-3(b)(1)). Mr. Abbott serves as the Audit Committee Financial Expert. The Audit Committee assists the Board of Directors in fulfilling its responsibilities to stockholders concerning the Company’s financial reporting and internal controls. It also facilitates open communication between the Audit Committee, the Board, Odyssey’s independent registered public accounting firm and management. The Audit Committee is responsible for reviewing the audit process and evaluating and retaining the independent registered public accounting firm. The independent registered public accounting firm meets with the Audit Committee to review and discuss various matters pertaining to the audit, Odyssey’s financial statements, the report of the independent registered public accounting firm on the results, scope and terms of their work, and their recommendations concerning the financial practices, controls, procedures and policies employed by Odyssey. The Audit Committee is charged with the treatment of complaints for the confidential, anonymous submission by Odyssey employees regarding potential questionable accounting or auditing matters. The Audit Committee has a written charter outlining its duties, responsibilities and practices it follows.

The Audit Committee Charter was adopted in January 2003 and has been reviewed, amended and updated by the Board from time to time as necessary. The Charter and the accompanying Responsibilities Checklist are reviewed annually and werewas last amended by the Board in March 2015August 2018 with no changes recommended during its recent review in March 2018.2021. A copy of the Audit Committee Charter and Responsibilities Checklist is available on the Company’s website at (www.odysseymarine.com). During the fiscal year ended December 31, 2017,2020, the Audit Committee held eighta total of six meetings: fourtwo executive meetingsmeeting with the independent registered public accounting firm without management, and four regular Audit Committee meetings in which all aspects of its oversight role were discussed. The report of the Audit Committee is included in this Proxy Statement.

The Board of Directors has determined that John C. Abbott is an “audit committee financial expert” as defined in Item 407(d)(5) of RegulationS-K. After careful review of his Director and Officer Questionnaire and given his experience the Board made its determination that Mr. Abbott has the attributes of an audit committee financial expert after carefully considering his education, experience, expertise, and other relevant qualifications.

Report Of The Audit Committee

The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight of the quality and integrity of accounting, auditing and reporting. The role of the Audit Committee includes appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm, approving and reviewing fees of the independent registered public accounting firm, evaluating the accounting policies and internal controls, reviewing compliance with the U.S. Foreign Corrupt Practices Act and UK Bribery Act, reviewing significant financial transactions, and reviewing compliance with significant applicable legal, ethical and regulatory requirements. Although the full Board of Directors has the ultimate authority for effective corporate governance, including the oversight of corporate management, the Audit Committee’s role also includes inquiring about significant risks, reviewing risk management, and assessing the steps management has taken to mitigate or control these risks.

Our management is responsible for our internal controls and financial reporting process; the purpose of the audit committee is to assist the Board of Directors in its general oversight of our financial reporting, internal controls and audit functions. The audit committee operates under a written charter adopted by the Board of Directors. A copy of the charter, which outlines the duties, responsibilities and practices can be found on our website at www.odysseymarine.com. The Audit Committee, in fulfilling its oversight responsibilities, reviewed with management and the independent registered public accounting firm the audited financial statements and the footnotes thereto in the Company’s quarterly reports on Form10-Q and the annual report on Form10-K for the fiscal year ended December 31, 2017.2020.

The Company’s outside independent registered public accounting firm Ferlita, Walsh, Gonzalez & Rodriguez, P.A.Warren Averett, LLC., is responsible for performing an independent audit of Odyssey’s financial statements in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB) and expressing an opinion on the conformity of the Company’s financial statements in accordance with generally accepted accounting principles (GAAP) accepted in the United States. The Audit Committee reviewed and

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Company’s independent registered public accounting firm has expressed the opinion that the Company’s audited financial statements conform, in all material respects, to accounting principles generally accepted in the United States and included a going concern paragraph at the end of the unqualified audit opinion. The independent registered public accounting firm has full and free access to the Audit Committee.

TheDuring 2020, the Audit Committee met with management and Ferlita, Walsh, Gonzalez & Rodriguez, P.A., our independent registered public accounting firm;Warren Averett, LLC, a total of eightsix times, during the year, fourtwo private executive meetings and four regular Audit Committee meetings, to discuss the adequacy of our internal controls, qualitative aspects of financial reporting in the accounting principles, the reasonableness of significant judgments and estimates, and the clarity of the disclosures in our financial statements, and discussion of the critical audit matters identified in Warren Averett’s report detailed March 31, 2021 that was included in Form 10-K for the year ended December 31, 2020

The Audit Committee recognizes the importance of maintaining the independence of Odyssey’s independent registered public accounting firm. The Company prohibits its auditors from performingnon-financial consulting services, such as information technology consulting or internal audit services. The Audit Committee has received the written disclosures and the letter from the independent accountantWarren Averett, LLC dated March 31, 2021 required by applicable requirements of the PCAOB Rule 3526, regarding the independent accountant’s communications with the audit committee concerning independence. The members of the Audit Committee have no financial or personal ties (other than equity ownership as described in this proxy statement) to Odyssey and all are “financially literate” and “independent” with respect to the Company.

The Audit Committee has a formal policy to receive complaints from employees regarding internal controls or financial reporting matters. This whistleblower process is communicated to both employees and consultants and is monitored by the Audit Committee.Committee Chairman.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Odyssey Marine Exploration, Inc.’s Annual Report on Form10-K for its 20172020 fiscal year for filing with the Securities and Exchange Commission.

Members of the Audit Committee

John C. Abbott,Chairman

Mark B. Justh, James S. Pignatelli,

Jon D. Sawyer, Todd E, Siegel

Stockholder Communications with the Board of Directors

Stockholders may communicate with the Board of Directors through our Corporate Secretary by writing to the following address: Odyssey Marine Exploration, IncInc., Attention: Board of Directors, 5215 W. Laurel Street205 S. Hoover Blvd, Suite #210, Tampa, Florida 33607.33609. Our Corporate Secretary will forward all correspondence to the Board of Directors. A stockholder who wishes to communicate with a specific Board member or committee should send instructions asking that the material be forwarded to the director or to the appropriate committee chairman.

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ODYSSEY MARINE EXPLORATION-2021 Proxy Statement		14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table describessets forth the beneficial ownership of certain beneficial owners and management of Odyssey Marine Exploration, Inc. common stock as of March 31, 2018,2021, by each person known to us to beneficially own more than 5% of our common stock, each director, and each named executive officer listed in the “Summary Compensation Table,” and all current directors and executive officers as a group. The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options and restricted stock units beneficially owned by that person that are exercisable or will be settled within 60 days following March 31, 2018.2021.

Except as described below under “Certain Relationships and Related Party Transactions,” or as otherwise indicated in a footnote, all of the beneficial owners listed have, to our knowledge, sole voting, dispositive and investment power with respect to the shares of common stock listed as being owned by them. Unless otherwise indicated in a footnote, the address for each individual listed below is c/o Odyssey Marine Exploration, Inc., 5215 W. Laurel Street,205 S. Hoover Blvd, Suite #210, Tampa, Florida 33607.33609.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Based solely on a reviewSection 16(a) of Forms 3the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and 4executive officers, and amendments thereto furnished to the Company during the fiscal year ended December 31, 2017, and Form 5 and amendments thereto furnished to the Company with respect to the fiscal year ended December 31, 2017, and certain written representations, no persons who were either a director, executive officer or beneficial owner ofown more than 10% of the registered class of the Company’s common stock, failedequity securities, to file onreports of securities ownership and changes in such ownership with the SEC.

Based solely upon a timely basisreview of SEC filings and representation that no other reports were required, by Section 16(a) of the Exchange Act during thewe believe that all Reporting Persons complied with these reporting requirements for fiscal year ended December 31, 2017.2020, except for late “Statement of Changes in Beneficial Ownership” (Form 4), by Laura L. Barton, Mark D. Gordon, John D. Longley and Jay A. Nudi. The late filings related to a transaction on February 5, 2020 and was inadvertently filed on February 14, 2020.

Securities Reserved For Issuance Under Equity Compensation Plans

On February 19, 2016, we implemented aone-for-twelve reverse stock split of our common stock. In the discussion below and throughout this Proxy Statement, all shares and share prices have been adjusted to reflect the reverse stock split.

The following table sets forth information about the Company’s common stock that was available for issuance under all of the Company’s existing equity compensation plans as of December 31, 2017:2020:

NON-EQUITY COMPENSATION PLAN

Cuota Appreciation Rights Plans

During 2017 there were no sharesand 2018, when company equity was not available in our stock incentive plans to issue long-term equity incentive awards to our executive officers and key employees or equityfor compensation to our independent directors. Also, covenants in the Stock Purchase Agreement prohibit the Company from issuing equity instruments through our compensation plans above the amounts already approved and issued. For this reason,programs, the Compensation Committee looked to an alternate form of compensation that could be used as long-term incentive awards for executive officers and key employees and to compensate independent directors.

On August 4, 2017, the Company’s board of directors (the “Board”)Board adopted the Odyssey Marine Exploration, Inc. Key Employee Cuota Appreciation Rights Plan (the “Key Employee CAR Plan”) and the Odyssey Marine Exploration, Inc. Nonemployee Director Cuota Appreciation Rights Plan (the “Director CAR Plan” and, together with the Key Employee Plan, the “Cuota Plans”). The Cuota Plans provide for the award of cuota appreciation rights (“CARs”) to eligible participants. A “cuota” is a unit of equity interest under Panamanian law, and the value of the CARs will beis determined based upon the appreciation, if any, in the value of the cuotas of Oceanica Resources, S. de R.L., a Panamanian sociedad de responsabilidad limitada (“Oceanica”), after the award of such CARs. The Company indirectly holds a majority stake in Oceanica.

The Board will selectselected the Company’s employees who will participate in the Key Employee CAR Plan. Directors of the Company who are not employees of the Company or any of its subsidiaries are eligible to participate in the Director CAR Plan. The purpose of the Cuota Plans is to provide deferredlong-term compensation to the participants.

The Board authorized the award of up to 750,000 CARs under the Key Employee CAR Plan and the award of up to 600,000 CARs under the Director CAR Plan. The terms of any CARs awarded under the Cuota Plans will bewere set forth in an award agreementagreements between the Company and each participant, and the award agreement willagreements set forth a vesting schedule for the CARs. In general, unvested CARs will be forfeited upon a participant’s separation of service from the Company, and all vested and unvested CARs will be forfeited upon a participant’s separation of service from the Company for “cause” (as defined in the Cuota Plans).

On August 4, 2017, the Board granted 343,616 CARs under the Key Employee CAR Plan and 322,000 CARs under the Director CAR Plan. The table below shows information regarding CARs granted on August 4, 2017,outstanding to the Company’s Directorsdirectors and named executive officers:officers as of December 31, 2020:

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Introduction

The Company is a “smaller reporting company” under Item 10 of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended, and has elected to comply with certain of the requirements applicable to smaller reporting companies in connection with this Proxy Statement.

This section details the objectives and design of our executive compensation program. It includes a description of the compensation provided in 20172020 to our executive officers who are named in the Summary Compensation Table and listed below (“NEOs”):below:

Summary Compensation Table

The following table sets forth information regarding the compensation paid to or earned by the Company’s Chief Executive Officer (“CEO”) and each of the two other most highly compensated executive officers for services rendered to the Company and its subsidiaries for the fiscal years ended December 31, 20162019 and 2017.2020. These individuals, including the CEO, are collectively referred to in this proxy statementProxy Statement as the “Named Executive Officers” (“NEOs”).

SUMMARY COMPENSATION TABLE

Narrative Disclosure for Summary Compensation Table

Oversight of Executive Compensation and Role of Executive Officers in Compensation Decisions

The Compensation Committee of our Board of Directors oversees our executive compensation program. This includes compensation paid to the officers named in the Summary Compensation Table including our CEO. Our Compensation Committee is made up of independent,non-management members of our Board of Directors. The Compensation Committee is responsible for reviewing, assessing and approving all elements of compensation for our named executive officers.

The CEO assesses the performance of the NEOs. He then recommends to the Compensation Committee a base salary, performance-based incentives and long-term equity awards at levels for each NEO that are included in the executive compensation plan, including himself, based upon that assessment. The CFO assists the CEO and the Compensation Committee in providing appropriate analyses or peer group reviews and coordination with any outside consultants which may be retained to review the

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If Mr. Gordon’s employment is terminated by Odyssey with cause, by Mr. Gordon without good reason, or if Mr. Gordon elects not to renew the employment agreement at the end of the initial term or any renewrenewal term, Odyssey will have no further payment obligations to Mr. Gordon other than for the Accrued Obligations.

The employment agreement further provides for the vesting of all outstanding unvested stock options and restricted stock awards (other than the initial grant described above) upon achange-in-control, which is defined in the employment agreement to include (a) a person or group acquiring 40.0% or more of the fair market value or voting power of the Company’s stock, (b) a person or group acquiring 25.0% or more of the voting power of the Company’s stock during a twelve-month period, and (c) a majority of the members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorse by a majority of the Board of Directors before the date of election or appointment. Mr. Gordon’s outstanding unvested stock options and restricted stock awards (other than the initial grant) will vest if the Stock Purchase Agreement dated March 11, 2015, with MINOSA and Penelope is carried out under the terms approved by Stockholders on June 9, 2015. If Mr. Gordon’s employment is terminated by him for good reason or by Odyssey without cause (excluding death or disability) within 24 months after achange-in-control, Mr. Gordon will be entitled to receive (w) the Accrued Obligations; (x) an amount equal to 250.0% of his salary and target annual incentive award for the year in which termination occurs; (y) a prorated incentive award or bonus for the year in which termination occurs; and (z) reimbursement for the monthly COBRA premium paid by Mr. Gordon for group health insurance coverage for him and his dependents until the earlier of: (i) the second anniversary of the Date of Termination and (ii) the date he is no longer eligible to receive COBRA continuation coverage. All outstanding unvested stock options and restricted stock awards will become fully vested, with all options being exercisable for the remainder of their full term.

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Attainment of Company key performance indicators, which comprise 75%50% of the annual incentive awards for all NEOs are based upon three separate categories which include revenue, earnings per share and operating cash flow. Within each category several performance threshold targets were established whereby ranges of target incentives could be achieved as noted below. Target incentives for revenue ranged from 0% to 60%, while target incentives for earnings per share (EPS) and cash flow ranged from 0% to 40%. In order to achieve the upper range percentages of target incentives, significant stretch performance levels need to be achieved. For example, in 2017,2020, to achieve 60% of target incentive, revenue needed to be $16 million or greater; to achieve 40% of target incentive, earnings per share needed to be $2.00 per share or cash flow from operations would need to be $7.5 Million or greater. While the sum of the various key performance indicator categories could reach 140%, the intent was that NEOs could achieve at or near target incentives by achieving stretch performance levels in only several categories or above average levels for all three categories.

The following table illustrates the key performance indicators for 2017:2020:

Achievement of Performance Indicators and Annual Award Payouts for 2017.2020.For 2017,2020, the NEOs qualified for 38.6%36.0% of the target award based on achievement of individual strategic objectives which apply to all of our NEOs. The Compensation Committee determined the following objectives were met: