Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 1.01 Entry into a Material Definitive Agreement. Pagliara Employment Agreement Effective September 14, 2026, in connection with his appointment as Acting President and Chief Executive Officer of Ocean Power Technologies, Inc.…
We are a Maritime Domain Awareness (MDA) company specializing in innovative intelligent maritime solutions. These solutions include a variety of “as a service” systems, including Data as a Service (DaaS), Robotics as a Service (RaaS), and Power as a Service (PaaS). These systems consist of a variety of platforms including the PowerBuoy®, our persistent sensor and power solution, the WAM-V® (Wave Adaptive Modular Vessel), our autonomous unmanned surface vehicle, and Merrows™, our user interface and command and control (C2) system that integrates multiple sensor feeds using software and hardware and enables artificial intelligence and machine learning (AI/ML) integration. We design, manufacture, deploy, and operate these systems for defense, security, subsea infrastructure, offshore oil and gas, offshore energy, marine research, and communication markets. We operate primarily through a combination of direct sales and leases, strategic partnerships, and long-term service agreements. Our business model emphasizes capital-light deployments, recurring revenue from service and maintenance contracts, and high-margin technology sales and leases.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
Pagliara
Employment Agreement
Effective
September 14, 2026, in connection with his appointment as Acting President and Chief Executive Officer of Ocean Power Technologies, Inc.
(the “Company”) as described under Item 5.02 below, Tracy Pagliara entered into a new employment agreement with the Company
(the “Pagliara Employment Agreement”), replacing the agreement entered into on January 16, 2025. Pursuant to the Pagliara
Employment Agreement, Mr. Pagliara will receive an annual base salary not to exceed $400,000, is eligible for an annual, discretionary,
performance-based bonus targeted at 75% of base salary on such terms and conditions as may be determined by the Board of Directors (the
“Board”) or its Compensation Committee, and is eligible to receive long-term incentive equity based awards targeted at 75%
of base salary, pursuant to the Company’s 2015 Omnibus Incentive Plan, subject to such terms and conditions as may be determined
by the Board or its Compensation Committee. Pursuant to the Employment Agreement, Mr. Pagliara will receive a restricted stock unit grant
of 75,000 shares of the Company’s common stock.
Mr.
Pagliara will receive certain compensation in connection with a separation from the Company, and is also subject to covenants regarding
non-competition, non-solicitation and confidentiality.
The
foregoing summary is qualified in its entirety by reference to the full and complete terms of the Pagliara Employment Agreement which
will be filed with the Company’s next Quarterly Report on Form 10-Q.
Weed
Employment Agreement
Effective
September 14, 2026, in connection with his appointment as Chief Operating Officer of the Company as described under Item 5.02 below,
Jason Weed entered into an Employment Agreement (the “Weed Employment Agreement”) with the Company. Pursuant to the Weed
Employment Agreement, Mr. Weed will receive an annual base salary not to exceed $400,000, is eligible for an annual, discretionary, performance-based
bonus targeted at 75% of base salary on such terms and conditions as may be determined by the Board or its Compensation Committee, and
is eligible to receive long-term incentive equity based awards targeted at 75% of base salary, pursuant to the Company’s 2015 Omnibus
Incentive Plan, subject to such terms and conditions as may be determined by the Board or its Compensation Committee. Pursuant to the
Employment Agreement, Mr. Weed will receive a restricted stock unit grant of 50,000 shares of the Company’s common stock.
Mr.
Weed will receive certain compensation in connection with a separation from the Company, and is also subject to covenants regarding non-competition,
non-solicitation and confidentiality.
The
foregoing summary is qualified in its entirety by reference to the full and complete terms of the Weed Employment Agreement which will
be filed with the Company’s next Quarterly Report on Form 10-Q.
Stratmann
Separation Agreement
On
September 14, 2026, Philipp Stratmann entered into a Severance Agreement and General Release (the “Stratmann Agreement”)
with the Company in connection with his departure from the Company described below under Item 5.02. Pursuant to the Stratmann Agreement,
Dr. Stratmann will receive six month of base salary and the balance of his agreed fiscal 2026 bonus. He also will receive continued Company
health benefits through September 30, 2026. In exchange, he provided the Company with a general release.
The
foregoing summary is qualified in its entirety by reference to the full and complete terms of the Stratmann Agreement which will be filed
with the Company’s next Quarterly Report on Form 10-Q.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02
Termination of a Material Definitive Agreement.
As
described below under Item 5.02, the employment letter of Philipp Stratmann with the Company dated as of June 18, 2021 was terminated
in connection with his departure from the Company effective September 14, 2026.
In
connection with entering into a new employment agreement with Tracy Pagliara as described under Item 1.01, the employment letter of Mr.
Pagliara with the Company dated as of January 16, 2025 was terminated.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Change
in Principal Executive Officer
On
September 14, 2026, Philipp Stratmann, President and Chief Executive Officer of the Company, stepped down from the Company as President,
Chief Executive Officer and a member of the Board, upon mutual agreement with the Board. As described under Item 1.02 above, Dr. Stratmann’s
employment letter with the Company dated as of June 18, 2021 was also terminated effective as of such date.
In
connection with Dr. Stratmann’s departure, effective September 10, 2026, Tracy Pagliara, age 63, the Company’s Senior Vice
President, General Counsel and Secretary, was appointed to the positions of the Company’s Acting President and Chief Executive
Officer, as well as a director on the Board. He has been with the Company since February 2024. From April 2018 to September 2023, Mr.
Pagliara served as President and CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group, Inc.) (NYSE American:
WLMS), a publicly traded provider of construction and maintenance services to power, energy and industrial customers (“Williams”).
From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010
as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility,
including Senior Vice President, Administration, prior to his appointment as Co-President and Co-CEO in July 2017. Mr. Pagliara has a
B.S. in Accounting and a J.D. from the University of Illinois. He is a member of the Missouri and Illinois State Bars and a Certified
Public Accountant.
Appointment
of Chief Operating Officer
Effective
September 14, 2026, as noted in Item 1.01 above, Jason Weed was appointed Chief Operating Officer of the Company. Mr. Weed, age 54, is
a strategic leader and retired U.S. Navy Captain with over 15 years of executive experience driving innovation and growth across maritime
and technology-focused organizations. Prior to joining the Company, he served as Senior Business Developer and Capture Manager for Leidos’
Maritime Systems Division.
His
34-year Navy career included multiple senior leadership roles, notably as Commodore of the Navy’s first Uncrewed Undersea Vehicle
Squadron (UUVRON ONE), Director of Maritime Operations for Commander Submarine Group TWO, and Commanding Officer of the USS New Hampshire
(SSN 778). His leadership advanced operational capabilities introduced AI/ML technologies, and enhanced strategic planning across both
submarine and unmanned systems domains.
Mr.
Weed is a graduate of the United States Naval Academy, where he received his Bachelor of Science degree in Systems Engineering, and Old
Dominion University, where he earned his Master of Science degree in Engineering and Industrial Management.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Events.
On
September 14, 2026, the Company issued a press release announcing the leadership changes described in this Current Report on Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
99.1 Press Release issued on September 14, 2026.
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
Ocean
Power Technologies Aligns Leadership Team to Accelerate Commercial Execution and Backlog Conversion
MONROE
TOWNSHIP, N.J., September 14, 2026 - Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE American:
OPTT), a leader in maritime operational infrastructure and autonomous ocean systems, today announced leadership changes intended
to strengthen execution, commercial conversion and operational accountability as the Company increases its focus on converting commercial
opportunities into backlog and revenue.
The
leadership transition is designed to build on the operational foundation established during fiscal 2026 and align the organization around
its next phase of commercial execution, customer delivery and disciplined financial performance.
Effective
September 14, 2026, Dr. Philipp Stratmann will step down from his roles as President and Chief Executive Officer and a member of the
Board of Directors, by mutual agreement, and will remain available to assist the new leadership team through a transition period.
“As
discussed in the Company’s fiscal 2026 results, OPT spent the past year establishing the operational fou…