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

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

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ODYSSEY MARINE EXPLORATION, INC.

(Name of Registrant as Specified In Its Charter)

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

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Dear Fellow Stockholder,

This year marks the 25th anniversary of the creation of our company and my fifth year as your CEO.

I have entered this year with the highest level of enthusiasm that I have ever had for the prospects of our business. We have been planting many seeds over the past five years by developing multiple seafloor mineral projects, and I believe that we are about to begin harvesting those investments.

In my past communications with you, I’ve discussed the transformation of our business. That transformation is now complete, and our new business model is established. We are focused on developing multi-billion-dollar assets through the discovery and development of valuable seafloor mineral deposits while being good stewards of the environment.

I remain convinced that seafloor mineral extraction will follow the arc of the offshore oil and gas industry. When readily accessible oil reserves on dry land became limited, that industry had to move its extraction locations to offshore sites on the seafloor. In the coming years, I believe many of the critical minerals that mankind depends on for ourday-to-day survival will come from the 70% of our earth that is under our oceans. This is inevitable.

Odyssey is at the forefront of this emerging industry, and we now have economic interests in a number of different seafloor mineral projects. Our rapid accession to the top of this emerging industry was validated this year when our Founder and Board Chairman, Greg Stemm, was elected to become President of the International Marine Minerals Society (IMMS). IMMS is an organization composed of a worldwide membership of individuals from industry, government agencies, and academic institutions who are all focused on establishing marine minerals as a resource for study and sound application to meet world demands for strategic minerals. The organization is currently preparing for the 48^th annual Underwater Mining Conference, which will take place this year in China, bringing together world leaders from government, academia and industry to exchange information and ideas on all aspects of underwater mineral exploration, environmental research and mining.

While leading the field in an emerging industry is very significant, as investors, I realize that your underlying question is “when will all of this turn into results that are reflected in our company’s market value?”

We have begun to build assets that have been independently valued in the billions of dollars. Now we need to move these projects through critical milestones that will allow us to realize that value and see it in the valuation of our company.

My team and I are working every day to fulfill the hopes and expectations you have placed upon us as investors. To live up to the confidence you place in us, we have entered 2019 with achievable plans to move our current projects up the value curve in a demonstrable manner.

We have endured some painful setbacks over the past few years related to external factors that were difficult to predict and control. Every time we go through one of these episodes, our team just gets stronger and better equipped to deal with these complex issues as we move forward.

A perfect example of this has been the unlawful delay to our cornerstone project, the ExO phosphate dredging project in Mexico. Arbitrary and discriminatory political interference in the approvals process by Mexico’s previous Secretary of Environment and Natural Resources Rafael Pacchiano has been frustrating and costly. However, we have now worked out an alternative path forward by invoking our rights as investors under the North American Free Trade Agreement (NAFTA), one that already has prompted a renewed and constructive dialogue with the Mexican government. Through this process, we have been able to directly engage with representatives of the Mexican government best placed to appreciate the important economic and social benefit this project can bring to Mexico and who have the power to resolve the situation to our mutual benefit. As I write this, letter, II’m excited by what the future holds for Odyssey Marine Exploration. Although we have just returned from meetingsalways believed in Mexicoour strategy to pivot to marine mineral exploration, the need for these key resources is now coming into clear view by the rest of the world and I have come back with a renewed sense of optimism that this project willinvestors alike. Whether it’s helping the world move forward to meet aggressive green energy goals or to address growing concerns over food security, what Odyssey does is at the very center of both these very important issues.

My strong sense is that macro trends and will create significant benefitscurrent events in our world are driving strong interest in accelerating the activation of seafloor mineral projects. Critical mineral procurement is a top priority for Mexicogovernments around the world – including right here in the United States. World leaders are seeking alternative sources for critically needed minerals, and for Odyssey investors. This is trulymany are starting to view deep-sea extraction as one of the rare situationshighest potential alternatives. Having focused our efforts over the past 12 years on establishing ourselves as one of the top players in lifethis emerging space, Odyssey is now perfectly positioned to capitalize on this building demand.

We have a valuable and diversified subsea mineral portfolio, and over the past year we have been working to strengthen our financial base. This puts us in a position to activate and accelerate our various mineral projects.

We have a long, proven history of successfully funding our business through many different market conditions. This has ensured our long-term viability. We have always carefully managed expenses and investments, and now we are placing an increased focus on improving our financial stability and eliminating the perceived overhang associated with legacy deals. As an example, several months ago we were able to eliminate $14.5 million of indebtedness.

We are not only focused on building a strong financial base, but we are also challenging ourselves to do better – make better deals, find better opportunities and produce better overall results.

Looking forward you will see more investor communication from Odyssey. After several years limiting our outreach for legal (ongoing NAFTA litigation) and business reasons, it’s time to educate the broader market on what Odyssey has been creating and how the knowledge and asset base will drive increased stockholder value. We have a strong base of long-term and dedicated Odyssey stockholders that have established their ownership positions some time ago, and we believe that attracting new investors to our story will benefit all stockholders. New investor interest in Odyssey and the diversified portfolio of seafloor mineral assets we are building will strengthen the liquidity of our stock.

Our project development, marine operations, and science teams are heavily focused on building a diverse portfolio of subsea mineral projects that can deliver critical mineral and metals as well as produce significant returns for investors within the near future.

We have developed a Global Prospectivity Program that uses a proprietary matrix weighing geological settings, geo-political considerations, and overall project viability. We have also focused our project development activities on Exclusive Economic Zones of sovereign countries allowing us to work directly with a single government, and, in doing so, we have identified a number of countries with high potential mineral resources.

We have honed our project development plans to focus on the minerals and metals that are in the highest demand: subsea phosphorite deposits (phosphate) and polymetallic nodules (battery metals). Our company’s core values dictate that we will only pursue seafloor mineral projects where we havecan prove to ourselves and the opportunity to “do well, while doing good.”regulatory authorities that the ultimate extraction process can be carried out in an environmentally sensitive manner.

As mentioned earlier, Greg has taken on an ambitious new role as PresidentTo take advantage of IMMS that in turn brings a lot of value to us at Odyssey. While Greg remains a consultant and key strategic advisor to Odyssey, continually bringing us newthe amazing opportunities that help shapelie ahead of us, we need to grow our future, heteam and our capabilities. We have been adding new talent to our roster in the form of high-performing employees and consultants in specialized fields across the globe. Our talent acquisition strategy has decidedalready begun to relinquish his seatproduce significant results as these new professionals further strengthen our very experienced team. As a component of this talent acquisition strategy, we recently assembled a world-class Subsea Minerals Advisory board to provide guidance and oversight on our Boardprojects. We are also expanding our strategic partnerships with top industry players who will contribute vital resources and expertise required for the execution of Directors to place his full focus on helping to shape our emerging industry and to continue to find Odyssey great new opportunities within this industry.project plans.

Exploration and discovery have always been the foundation of our company. We could not have found a better successor for Greg’s inside director role thanunderstand that the candidate who appearsprivilege of working in this year’s proxy statement as his proposed replacement, Odyssey Executive Vice Presidentthe marine environment comes with responsibilities to share our work so that it contributes to the field of marine science. We are looking forward to continuing programs that share our work with the world and Secretary, Laura Barton. Our very capable colleague is the longest serving member of the Odyssey team next to Greg. Laura brings over 20 years of experience with our firm to this Board position. Her strategic thinking, strong institutional knowledge, and corporate governance skills ideally suit her to be the best candidate to fill the Board role being vacated by Greg. As important, Laura will bring a new and fresh perspective to our Board.

One of myall-time favorite reads for inspiring my business and personal performance isConfidence: How Winning Streaks and Losing Streaks Begin and End. This book was written by esteemed Harvard professor, Rosabeth Moss Kanter. A quote from this author serves as my inspiration for the path we are on: “Confidence is the bridge connecting expectations and performance, investment and results.”

As I sit here writing you this note, I have high confidence that, based upon the outstanding team we have developed, the experience we have gained and the investments we have made, Odyssey is about to embark on a major winning streak. Team Odyssey is ready, willing and able to deliver on this promise, and we intendcurrently developing plans to do so.

One thing that I can say with complete confidence is that the Odyssey is driven to deliver results, and one thing we can never be accused of is giving up the fight! I remain extremely confident in our team and the opportunities that we have created and will soon harvest. We are well positioned to succeed in 2019 and beyond.

As always, I deeply appreciate the confidence that you place in me and the rest of the management team. We take the responsibility of the stewardship of your company seriously, and we are prepared to deliver the results that each of us as investors rightly deserve.

I believe we are in a prime position to ascend to the next level of success driven by all of these key factors happening now – there is a wave of interest in critical mineral attainment, we are building a strong financial foundation, and we know we have the tools, talent, and knowledge to execute our aggressive project plans so that we can deliver results that will have a net positive impact on our company and the world.

We are thankful for the continued support of our stockholders. It is my privilege to serve as the company’s Chief Executive Officer and the Chairman of the Board of Directors. I look backforward to a year of success and say “2019 was OUR year”!reporting progress from where we do our best work – on the water!

Sincerely,

Mark D. Gordon

President,Chairman and Chief Executive Officer and Member of the Board of Directors

Odyssey Marine Exploration, Inc.

April 24, 201927, 2022

Odyssey Marine Exploration, Inc.

5215 West Laurel Street205 S. Hoover Boulevard, Suite 210

Tampa, Florida 3360733609

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 3, 201913, 2022

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 Monday, June 3, 2019,13, 2022, 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 Monday, April 12, 2019.18, 2022.

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,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.Annual Meeting. If you are a registered holder and decide to attend the annual meetingAnnual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the annual meeting.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 24, 201927, 2022

TABLE OF CONTENTS

ODYSSEY MARINE EXPLORATION-2019EXPLORATION-2022 Proxy Statement

ODYSSEY MARINE EXPLORATION-2019EXPLORATION-2022 Proxy Statement

Odyssey Marine Exploration, Inc.

5215 West Laurel Street205 S. Hoover Boulevard, Suite 210

Tampa, Florida 3360733609

PROXY STATEMENT

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 “Company,” “Odyssey,” “we,” “us,” or “our”), for the Annual Meeting of Stockholders to be held at 9:30 a.m. (EDT) on Monday, June 3, 2019,13, 2022, at the Hampton Inn & Suites located at 5329 Avion Park Drive, Tampa, Florida 33607, and at any adjournments or postponements of the annual meeting.Annual Meeting.

PURPOSE OF MEETING

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

VOTING

Voting Rights

Only stockholders of record of Odyssey Marine Exploration, Inc. common stock on April 12, 2019, the record date, April 18, 2022, will be entitled to vote at the annual meeting.our 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 9,222,19914,487,146 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 card 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, 3 and 4require 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.

Recommendations of the Board of Directors

The Odyssey Marine Exploration, Inc. Board of Directors recommends that you vote:

Voting via the Internet, by Telephone or by Mail

Registered Holders

If you are a “registered holder” (meaning your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A.), then you may vote either in person at the annual meeting or by proxy. If you decide to vote by proxy, you may vote via the Internet, by telephone or by mail, and your shares will be voted at the annual meeting in the manner you direct. For those registered holders who receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card or such holders can complete, sign, date and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials. For those stockholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone or receive a paper proxy card to vote by mail. Telephone and Internet voting facilities for registered stockholders of record will close at 11:59 p.m. (EDT) onJune 02, 2019 12, 2022.

If you return a signed proxy card on which no directions are specified, your shares will be votedFOR each of the four proposals.

Beneficial Owners

If, like most stockholders, you are a beneficial owner of shares held in “street name” (meaning a broker, trustee, bank, or other nominee holds shares on your behalf), you may vote in person at the annual meetingAnnual Meeting only if you obtain aa” legal proxyproxy” from the nominee that holds your shares and present it to the inspector of elections with your ballot at the annual meeting. Alternatively, you may provide voting instructions to the nominee that holds your shares by completing, signing and returning the voting instruction form that the nominee provides to you, or by using telephone or Internet voting arrangements described on the voting instruction form, the Notice of Internet Availability of Proxy Materials or other materials that the nominee provides to you.

Note to Beneficial Owners: Under applicable laws, a broker, trustee, bank, or other nominee has the discretion to vote on routine matters, including the ratification of the independent registered public accounting firm. Securities and Exchange Commission rules do not permit a broker, trustee, bank, or other nominee to vote on behalf of beneficial owners with respect tonon-routine matters, such as the election of directors, amendment to the company stock incentive plan and the advisory vote to approve our named executive officer compensation. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposals on which your broker does not have discretionary authority to vote. If you hold shares through a bank or brokerage firm and wish to be able to vote in person at the Annual

Meeting, you must obtain a “legal“legal proxy” from your brokerage firm, bank or other holder of record and present it to the Inspector of Elections with your ballot. Stockholders who have elected to receive the proxy materials electronically will receive ane-mail on or aboutApril24, 2019 27, 2022, with information on how to access stockholder information and instructions for voting.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Nominees for Election at this Annual Meeting

The Board of Directors currently consists of sixseven directors standing for election at the Annual Meeting. The Board of Directors recommends the election as directors of the sixseven nominees listed below. FiveAll seven of the nominees, John C. Abbott, Laura L. Barton, Mark D. Gordon, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer, and Todd E. Siegel are currently directors of the Company. Laura L. Barton is a new nominee for election as a director. Gregory P. Stemm, who previously served as a director since 1994, decided not to stand forre-election.The persons named as “Proxies”“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, the discretionary authority provided in the Proxyproxy 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”), 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 whichthat 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 oversight 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 will 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 will 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.

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 directors 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 The Meet Group (Nasdaq: MEET), a leading U.S. social network for meeting new people. Mr. Abbott served as Chairman of The 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. Bartonwas appointedjoined Odyssey’s board in June 2019 and has served as Chief Business Officer since March 2021 and as Corporate Secretary since July 2015. Ms. Barton also serves as Assistant Secretary for Odyssey’s controlled subsidiaries. In April 2021, Ms. Barton joined the board of CIC, Limited as Lead Director. Odyssey has a minority ownership stake in July 2015 in addition to her position on the executive management team as Executive Vice President and Director of Communications, which she has held since June 2012.CIC, Ltd. She formerly served as Executive Vice President of CommunicationsPresident-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 project management,and content development corporate governance, investor relations, management and strategic planning 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 CommunicationCommunications 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 American University.

Mark B. Justh joined Odyssey’s Boardboard 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. 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.J.D degree. 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

Board of Directors and Executive Officers

During the fiscal year ended December 31, 2018,2021, our Board of Directors held four regular meetings, one special meeting and three executive sessions of independent directors. In addition to these, thereThere were threealso four special committee sessions comprised of members who are independent from Altos Hornos de Mexico, S.A.MINOSA. Each director then in office attended at least 75% of the aggregate number of meetings held by the Board of Directors, its committees and its private sessions during fiscal 2018.,2021.

Directors standing for election are expected to attend the Annual Meeting of Stockholders. All of the directors as of December 31, 2018,2021, attended the 20182021 Annual 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 3, 2019.13, 2022. 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 leadership structure has been comprised offeatures 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. In view of Mr. Stemm’s decision to not stand forre-election as a director, theThe Board of Directors will reviewperiodically reviews this structure at then next board meeting on June 3, 2019 to determine the most appropriate structure moving forward.structure. The Board also plans for the succession of the position of Chief Executive Officer, as well as certain other senior management positions, on an annual basis.

Executive Sessions

Our independent directors meet regularly in executive session without employee-directors or additional executive officers present. The Lead Director presides at these meetings. During 2018,2021, the independent directors met three 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,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.

In 2018,2021, management developed and initiated an enhanced proactive cybersecurity prevention program that includes third party monitoring, state of the Company followed an Enterprise Risk Assessment process that included set objectives, identifyingart firewalls and prioritizing risksoftware, multiple system backups and developing responses to those risks. The four objectives set are to bringa recovery program. This program was thoroughly discussed with the ExO Phosphate Deposit 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.board at formal meetings.

Board Diversity

The Company understands and appreciates that a Board of Directors, consisting of individuals with diverse personal characteristics, experiences, skills, and attributes, contributes positively to corporate governance and enhancing stockholder value. In connection with the recently adopted Nasdaq Listing Rules 5605(f) and 5606, Nasdaq-listed companies are requested to publicly disclose their board-level diversity statistics. Each term used in the table has the meaning given to it in the Nasdaq Listing Rules and related instructions.

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. The 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 prohibits pledging transactions except in very limited circumstances. Any affected officer, director or employee who wishes to enter into hedging transaction must firstpre-clear the proposed transaction with the Chief Executive Officer and Chief Financial Officer at least two weeks prior to the transaction. This policy is included in the Company’s Insider Trading Policy.

Annual Board Self Assessments

The Board conducts an annual self-evaluation coordinated by the Chairman of the Governance and Nominating Committee. The evaluation process includes multiple layers including a full board evaluation, an evaluation of the Audit Committee by the full board and a self-evaluation by the Audit Committee. In addition, the Compensation Committee and Governance and Nominating Committees each conducts an annual self-evaluation. This process helps inform the Governance and Nominating Committee of the director skills and experience qualifications to meet current and anticipated needs of the business.

To protect anonymity and the integrity of the Board evaluation process, an independent third-party compiles the responses into a report for Chair of the Governance and Nominating Committee.

Environmental, Social and Governance (ESG)

At Odyssey, we believe in being transparent and open and operating with integrity – key principles that are imbedded in our core values. Our passion for the ocean is reflected in our commitment to supporting the health and well-being of the ecosystems and providing social and economic benefits to the communities where we operate. This commitment includes a formal consideration of the environmental, social and governance (ESG) elements that are most important for our business and stakeholders.

Our ESG-related focus areas currently include the following:

Minimizing Environmental Effects. Environmental considerations are deeply ingrained into every aspect of our business given the nature of what we do. We view our current mineral exploration project development and marine services operations as having limited adverse effects on the environment and climate. As our business continues to mature to include the validation and development of subsea mineral resources, we believe that these critical resources for mankind can be

which resultedtime the committee chairman made recommendations believed to strengthen the charter in nocertain areas. These proposed changes to the charter.are currently under review. A copy of theGovernance and Nominating Committee Charter and Guidelines is available on our website atwww.odysseymarine.com. The Governance and Nominating Committee presently consists of John C. Abbott, Mark B. Justh, James S. Pignatelli, and Jon D. Sawyer, and Todd E. Siegel (Chairman). 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, 2018,2021, 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.Stockholders’ Annual Meeting. A director nominee shall meet the director qualifications as determined by the Board from time to time, including that the director

The Compensation Committee will also consider the annualnon-binding stockholder vote on executive compensation in setting executive compensation each year. At our 2018 annual meeting,2021 Annual Meeting, this proposal received a vote of over 97%98% of the votes cast in favor of approving our executive compensation for 2017.2020.

Audit Committee

The Audit Committee presently consists of John C. Abbott (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 was last amended by the Board in August 2018 with no changes recommended during its recent review in March 2019.2022. A copy of the Audit Committee Charter and Responsibilities Checklist is available on the Company’s website atwww.odysseymarine.com. During the fiscal year ended December 31, 2018,2021, the Audit Committee held a total of six meetings: two executive meetingsmeeting, with the independent registered public accounting firm without management, and four 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.

reviewed and discussed with the independent registered public accounting firm their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed by the Audit Committee with the Company’s independent registered public accounting firm under Statement on Auditing Standards 61, as amended (AICPA, Professional Standards Vol. 1, AU Section 380), and as adopted by the PCAOB in Rule 3200T. The 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 2021, 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 six times, during the year, two 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 dated March 31, 2022, that was included in our Form 10-K for the year ended December 31, 2021.

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 January 2019March 31, 2022, 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 20182021 fiscal year for filing with the Securities and Exchange Commission.

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, 2019,2022, by each person known to us to beneficially own more than 5% of our common stock, each director, 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, 2019.2022.

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 Boulevard, Suite 210, Tampa, Florida 33607.33609.

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, 2018:2021:

NON-EQUITY COMPENSATION PLAN

Cuota Appreciation Rights Plans

SinceDuring 2017 there have been 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 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 November 7, 2017, the Board granted 406,024 CARs under the Key Employee CAR Plan and 278,000 CARs under the Director CAR Plan for 2018 Long-Term Incentives. The table below shows information regarding CARs granted on November 7, 2017,outstanding to the Company’s Directorsdirectors and named executive officers:

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 20182021 to our executive officers who are named in the Summary Compensation Table and listed 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, 20172020 and 2018.2021. These individuals, including the CEO, are collectively referred to in this Proxy Statement as the “Named Executive Officers” (“NEOs”)or “NEOs”.

SUMMARY COMPENSATION TABLE

and earned annual or long-term incentive compensation through the date of termination (the “Accrued Obligations”); (b) an amount equal to 200.0% of his salary and target annual incentive award for the year in which termination occurs; (c) a prorated incentive award or bonus for the year in which termination occurs; and (d) reimbursement for the monthly COBRA premium paid by Mr. Gordon for group health insurance coverage for him and his dependents until:until the date he is no longer eligible to receive COBRA continuation coverage. All outstanding unvested stock options and restricted stock awards (other than the initial grant described above) will become fully vested, and 50.0% of the initial grant of restricted stock will become fully vested, with the balance to vest or be forfeited in accordance with the initial award agreement.

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 renewal 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

TheThere are two major opportunities to increase the value of our mineral portfolio: adding new projects to the portfolio and advancing projects towards a bankable feasibility study, which includes multiple steps. Our business optimization metrics focused on improving our balance sheet (reducing debt) and raising capital for our project subsidiaries to fund their operations. Our NEOs each share the following corporate performance metrics formulated to advance the Company’s strategic plan priorities, which are weighted as shown in the table illustrates the key performance indicators for 2018:below: