DEF 14A of Mind Technology, Inc
Filed May 30, 2025 · FY20250001437749-25-018984
TO BE HELD JULY 17, 2025
| DIRECTOR COMPENSATION | 20 | | General | 20 | | Retainer and Fees | 20 | | Equity-Based Compensation | 21 | | Required Vote | 21 | | PROPOSAL 2: APPROVAL OF FIFTH AMENDMENT TO STOCK AWARDS PLAN | 22 | | Consequences of Failing to Approve the Proposal | 22 | | Summary of the Amended Plan | 22 | | Awards Under the Amended Plan | 22 | | Tax Withholding | 25 | | Amendment and Termination | 25 | | Corporate Events | 25 | | Repricing Prohibited | 25 | | Federal Income Tax Consequences | 26 | | New Plan Benefits and Previously Awarded Options | 28 | | Securities Authorized for Issuance under Equity Compensation Plans | 28 | | Required Vote | 29 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 30 | | Required Vote | 31 | | PROPOSAL 4: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 32 | | Required Vote | 32 | | AUDITOR FEES AND EXPENSES | 33 | | Audit Committee Pre-Approval Policies and Procedures | 33 | | AUDIT COMMITTEE REPORT | 34 | | 2025 ANNUAL REPORT | 35 | | DELINQUENT SECTION 16(A) REPORTS | 35 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 35 |
Our Board
Our Board
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Five individuals will be elected at the Annual Meeting to serve as directors until the next annual meeting, each until their respective successors are duly elected and qualified. Stockholders may not cumulate their votes in the election of our directors. Our Board has nominated the five individuals listed below to serve until our 2026 Annual Meeting. All of the director nominees are currently serving on our Board. Certain individual qualifications and skills of our directors that contribute to our Board’s effectiveness as a whole are described below in each director’s biographical information below. The persons appointed as proxies on the enclosed proxy card will vote such proxy “FOR” the persons nominated for election to our Board, except to the extent authority to vote is expressly withheld with respect to one or more nominees. If any nominee is unable to serve as a director for any reason, all shares represented by proxies pursuant to the enclosed proxy card, absent contrary instructions, will be voted for any substitute nominee designated by our Board. Our Board recommends a vote “FOR” the election of each of the director nominees identified below.
Information About Director Nominees
Information About Director Nominees The following table sets forth the names and ages, as of May 19, 2025, of our current directors, each of whom is a director nominee. Our directors are elected annually and serve one-year terms or until their death, resignation or removal.
Information About Director Nominees
| Name | Age | Positions Held | Director Since | | Peter H. Blum | 68 | Non-Executive Chairman | 2000 | | Robert P. Capps | 71 | Director, President, and Chief Executive Officer | 2004 | | William H. Hilarides | 66 | Director | 2019 | | Thomas S. Glanville | 66 | Director | 2015 | | Alan P. Baden | 77 | Director | 2022 |
Information About Director Nominees
Peter H. Blum has been a member of our Board since July 2000 and was elected Non-Executive Chairman of our Board on July 8, 2004. Mr. Blum is currently the Vice Chairman of Lucid Capital Markets, LLC, a full-service investment and merchant banker, where he has been employed since May 2024. Until May 2024, he was the Co-Chief Executive Officer and Co-President of Ladenburg Thalmann & Co., Inc., an investment banking firm, where he was employed since 2004. Prior to 2004, Mr. Blum was a senior investment banker with various Wall Street firms. Mr. Blum started his career with Arthur Young & Co. as a Certified Public Accountant and received a Bachelor of Business Administration degree from the University of Wisconsin-Madison. Mr. Blum has over 30 years of experience as an investment banker in the energy industry during which time he provided consultation and advice to a variety of companies. He also has extensive experience in financial and capital markets. Our Board believes that Mr. Blum’s experience supports its efforts in overseeing and advising on corporate strategy and financial matters, enabling him to effectively serve as a director on our Board. Robert P. Capps has been a member of our Board since July 2004. In June 2006, Mr. Capps was appointed as our Executive Vice President of Finance and Chief Financial Officer. In September 2015, Mr. Capps was named to the additional position of Co-Chief Executive Officer. In August 2021, Mr. Capps was appointed to sole Chief Executive Officer and President of the Company. From July 1999 until May 2006, he was the Executive Vice President and Chief Financial Officer of TeraForce Technology Corporation, a publicly held provider of defense electronics products. From 1996 to 1999, Mr. Capps was Executive Vice President and Chief Financial Officer of Dynamex, Inc., a NASDAQ-listed supplier of same-day transportation services. Prior to his employment with Dynamex, Mr. Capps was Executive Vice President and Chief Financial Officer of Hadson Corporation, a New York Stock Exchange-listed energy company. Mr. Capps was formerly with Arthur Young & Co. Mr. Capps holds a Bachelor of Accountancy degree from the University of Oklahoma. Mr. Capps has over 35 years of financial experience, including more than 20 years as chief financial officer for public companies, including ours. Our Board believes that Mr. Capps’ experience allows him to offer valuable perspectives on our corporate planning, budgeting, and financial reporting, thereby enabling him to effectively serve as a director on our Board. Vice Admiral William H. Hilarides (retired) was appointed to our Board in August 2019 on the recommendation of the Nominating Committee. Mr. Hilarides is a graduate of the U.S. Naval Academy and was commander of Naval Sea Systems Command (“NAVSEA”) prior to his retirement in 2016. As NAVSEA commander, he oversaw a global workforce of more than 56,000 military and civilian personnel responsible for the development, delivery and maintenance of the Navy’s ships, submarines and systems. He held a number of other posts during his career, including director, Advanced Submarine Research and Development, program manager of the SSGN Program, program executive officer for submarines and commander of the nuclear submarine USS Key West. Our Board believes that this experience managing large complex organizations and knowledge of sophisticated marine technologies enables Mr. Hilarides to effectively serve as a director on our Board. Thomas S. Glanville was appointed to our Board in September 2015 based on the recommendation of the Nominating Committee. Mr. Glanville is the managing partner of Eschelon Advisors, LP, and affiliates, providing energy and private equity investment and advisory services. From 1999-2002, Mr. Glanville served as vice president of technology and new ventures for Reliant Energy, Inc., one of the world’s largest international energy services companies, and its affiliate, Reliant Resources, Inc. Mr. Glanville currently serves on the board of directors of the privately held oil and gas exploration and production companies Crescent Pass Energy Holdings, L.L.C. and Strand Energy, L.L.C. Since May 2021, Mr. Glanville has served on the board of Enchant Energy Corporation, a private company developing carbon capture projects, and is currently its Vice Chair. Mr. Glanville served from 2001 to 2022 as a Director, including service as Chair of the Audit/Finance Committee and member of the Compensation and Corporate Governance Committees of Itron, Inc., a publicly traded technology and services company dedicated to the resourceful use of energy and water. He also served as Chairman of the Texas Tri-Cities branch (Houston, Austin, San Antonio) of the National Association of Corporate Directors (NACD) from 2011 to 2016. Mr. Glanville graduated with a Master of Science degree in Mineral Economics from the Colorado School of Mines and holds a Bachelor of Arts degree in Economics from the University of Virginia. Our Board believes that Mr. Glanville’s operational and financial experience in various senior management positions and his experience as a director of a public company enable him to effectively serve as a director on our Board. Alan P. Baden was appointed to our Board in May 2022 based on the recommendation of the Nominating Committee. Mr. Baden is a retired corporate finance and securities attorney. Mr. Baden practiced law in Ohio, Texas and New York. From 2014 to 2021, Mr. Baden was a partner and then counsel in the firm of Thompson & Knight L.L.P., which merged with Holland & Knight L.L.P. in 2021, where he was a consulting counsel until his retirement in 2022. Prior to joining Thompson & Knight, Mr. Baden was a partner in the Houston and New York offices of the law firm of Vinson & Elkins, where he practiced for over 35 years. Mr. Baden is a graduate of the Wharton School of the University of Pennsylvania with a BS in Economics degree and Case Western Reserve Law School with a JD degree. Our Board believes that Mr. Baden’s extensive legal and financial experience as partner in various prestigious law firms enables him to effectively serve as a director on our Board.
Summary Compensation Table for Fiscal Year Ended January 31, 2025
Summary Compensation Table for Fiscal Year Ended January 31, 2025 The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during fiscal years 2025 and 2024.
Summary Compensation Table for Fiscal Year Ended January 31, 2025
| Name and Principal Position | Fiscal Year Ended January 31 | Salary | Bonus | Stock Awards (1) | Option Awards (2) | All Other Compensation (3) | Total | | | | ($) | ($) | | ($) | ($) | ($) | | Robert P. Capps | 2025 | 285,000 | 115,000 | — | 260,900 | 17,393 | 678,293 | | President and CEO | 2024 | 285,000 | — | — | — | 13,434 | 298,434 | | Mark A. Cox | 2025 | 270,000 | 25,000 | — | 232,660 | 13,851 | 541,511 | | Vice President and CFO | 2024 | 255,000 | — | — | — | 12,234 | 267,234 |
Summary Compensation Table for Fiscal Year Ended January 31, 2025
| (1) There were no stock awards granted in 2025 or 2024. |
Summary Compensation Table for Fiscal Year Ended January 31, 2025
| (2) This column includes the grant date fair value of the option awards granted to our Named Executive Officers in fiscal 2025 and 2024, computed in accordance with FASB ASC Topic 718 and determined without regard to estimated forfeitures. These amounts reflect our accounting valuation of these awards, and do not correspond to any actual value that may be recognized by our Named Executive Officers. The assumptions used in the calculation of these amounts are discussed in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. The fiscal 2025 option awards were granted on September 24, 2024, and January 20, 2025, to Messrs. Capps and Cox. See “Executive Compensation--Narrative Disclosure to Summary Compensation Table--Long-Term Equity-Based Incentives” for a description of the material features of the option awards granted to our Named Executive Officers in fiscal 2025 and 2024. No option awards were granted in fiscal 2024. |
Summary Compensation Table for Fiscal Year Ended January 31, 2025
| (3) The amounts reflected in the “All Other Compensation” column for fiscal 2025 consist of the following: |
Summary Compensation Table for Fiscal Year Ended January 31, 2025
| Name | Life Insurance Premiums | 401(k) Matching Contributions | Other | Total | | | ($) | ($) | ($) | ($) | | Robert P. Capps | 1,393 | 16,000 | - | 17,393 | | Mark A. Cox | 2,051 | 11,800 | - | 13,851 |
Outstanding Equity Awards Value at Fiscal 2025 Year-End Table
Outstanding Equity Awards Value at Fiscal 2025 Year-End Table The following table provides information concerning all equity awards granted to our Named Executive Officers that were outstanding as of January 31, 2025.
Outstanding Equity Awards as of January 31, 2025
Outstanding Equity Awards as of January 31, 2025
Outstanding Equity Awards as of January 31, 2025
| | Number of Securities | Number of Securities | | | | | Underlying | Underlying | | | | | Unexercised Options | Unexercised Options | Option | Option | | | Exercisable (1) | Unexercisable (1) | Exercise | Expiration | | Name | (#) | (#) | Price ($) | Date | | Robert P. Capps | 6,667 | 3,333(2) | 7.90 | 8/03/2032 | | | — | 35,000(3) | 3.99 | 9/24/2034 | | | — | 30,000(4) | 7.47 | 1/20/2035 | | Mark A. Cox | 4,000 | 2,000(2) | 7.90 | 8/03/2032 | | | — | 25,000(3) | 3.99 | 9/24/2034 | | | — | 30,000(4) | 7.47 | 1/20/2035 |
Outstanding Equity Awards as of January 31, 2025
| (1) The number of securities underlying unexercised options, both exercisable and unexercisable, have been adjusted to reflect the voluntary surrender by our Named Executive Officers of options granted between fiscal 2016 and fiscal 2022. |
Outstanding Equity Awards as of January 31, 2025
| (2) The remaining unexercisable stock options granted on August 3, 2022, will become exercisable on August 3, 2025, so long as the applicable executive remains employed through the respective vesting date. |
Outstanding Equity Awards as of January 31, 2025
| (3) One-third of the unexercisable stock options granted on September 24, 2024, will become exercisable on September 24, 2025, one-third will become exercisable on September 24, 2026, and one-third will become exercisable on September 24, 2027, so long as the applicable executive remains employed through the respective vesting date. |
Outstanding Equity Awards as of January 31, 2025
| (4) One-third of the unexercisable stock options granted on January 20, 2025, will become exercisable on January 20, 2026, one-third will become exercisable on January 20, 2027, and one-third will become exercisable on January 20, 2028, so long as the applicable executive remains employed through the respective vesting date. |
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”), and the average of the “total compensation” of our other Named Executive Officers as presented in the Summary Compensation Table for the applicable year, (ii) the “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our other Named Executive Officers, as calculated pursuant to Item 402(v) of Regulation S-K under the Exchange Act, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” of the PEO and, on average, our other Named Executive Officers, to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance.
Pay Versus Performance
| Year | Summary compensation table total for PEO (1) | Compensation actually paid to PEO (2)(3) | Average summary compensation table total for non-PEO Named Executive Officers (1) | Average compensation actually paid to non-PEO Named Executive Officers (1)(2)(3) | Value of Initial Fixed $100 investment based on Total Shareholder Return (4) | Net income (loss) attributable to common stockholders (in thousands) | | 2025 | $678,293 | $933,926 | $541,511 | $739,500 | $70.43 | $17,603 | | 2024 | $298,434 | $289,664 | $267,234 | $262,033 | $28.04 | ($3,514) | | 2023 | $347,201 | $303,703 | $301,047 | $228,144 | $30.84 | ($12,620) |
Pay Versus Performance
| (1) The Company’s principal executive officer (“PEO”) for fiscal 2025, 2024 and 2023 was Robert P. Capps. The non-PEO Named Executive Officer for fiscal 2025 and 2024 was Mark A. Cox. The non-PEO Named Executive Officers for fiscal 2023 were Mark A. Cox and Dennis P. Morris. |
Pay Versus Performance
| (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually `realized or received by the Company’s Named Executive Officers. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below and averaged for the non-PEO Named Executive Officers. |
Pay Versus Performance
| (3) Compensation Actually Paid reflects the exclusions and inclusions for the PEO and, on average, the non-PEO Named Executive Officers set forth below. Amounts excluded, which are set forth in the “Minus Stock Awards from Summary Compensation Table” columns below, represent the Stock Awards reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted. The dollar value of any dividends or other earnings paid on stock awards in a covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year are added. Equity values are calculated in accordance with ASC Topic 718. |
Pay Versus Performance
| Year | Summary compensation table total for PEO | Minus stock awards from summary compensation table | Plus year-end equity value of unvested awards granted during year | Plus change in the value of unvested awards granted in prior years | Plus value of awards granted and vested during year | Plus change in value of prior year awards vested during year | Compensation actually paid to PEO | | 2025 | $678,293 | $260,900 | $501,350 | $9,202 | $0 | $5,981 | $933,926 | | 2024 | $298,434 | $0 | $0 | ($5,577) | $0 | ($3,193) | $289,664 | | 2023 | $347,201 | $48,767 | $38,933 | ($21,375) | $0 | ($12,289) | $303,703 |
Pay Versus Performance
| Year | Average summary compensation table total for non-PEO named executive officers | Minus stock awards from summary compensation table | Plus year-end equity value of unvested awards granted during year | Plus change in the value of unvested awards granted in prior years | Plus value of awards granted and vested during year | Plus change in value of prior year awards vested during year | Average compensation actually paid to non-PEO named executive officers | | 2025 | $541,511 | $232,660 | $421,450 | $5,520 | $0 | $3,679 | $739,500 | | 2024 | $267,234 | $0 | $0 | ($3,314) | $0 | ($1,887) | $262,033 | | 2023 | $301,047 | $29,260 | $23,360 | ($12,215) | $0 | ($54,788) | $228,144 |
Pay Versus Performance
| (4) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in Company common stock on January 31, 2022. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Each year, the Compensation Committee reviews the total compensation paid to our non-employee directors and the Non-Executive Chairman of our Board. The purpose of the review is to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties and to fairly compensate directors for their service. The review includes the consideration of qualitative and comparative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (1) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (2) the level of continuing education required to remain informed of broad corporate governance trends and material developments and strategic initiatives within the Company; and (3) the risks associated with fulfilling their fiduciary duties. The following table sets forth a summary of the compensation we paid to our non-employee directors during fiscal 2025. Mr. Capps, who is a full-time employee, received no compensation for serving as a director.
Director Compensation for the Fiscal Year Ended January 31, 2025
Director Compensation for the Fiscal Year Ended January 31, 2025
Director Compensation for the Fiscal Year Ended January 31, 2025
| | Fees Earned or | | | | | | Paid | Stock Awards | Option Awards | | | Name | in Cash | (1) | (2) | Total | | | ($) | ($) | ($) | ($) | | Peter H. Blum, Non-Executive Chairman | 103,500 | — | 156,048 | 259,548 | | Alan P. Baden | 52,650 | — | 156,048 | 208,698 | | Thomas S. Glanville | 63,900 | — | 156,048 | 219,948 | | William H. Hilarides | 56,250 | — | 156,048 | 212.298 |
Director Compensation for the Fiscal Year Ended January 31, 2025
| (1) This column includes the grant date fair value of the stock awards granted to our non-employee directors computed in accordance with FASB ASC Topic 718 and determined without regard to estimated forfeitures. These amounts reflect our accounting valuation of these awards. The assumptions used in the calculation of these amounts are discussed in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. The were no stock awards granted in fiscal 2024. |
Director Compensation for the Fiscal Year Ended January 31, 2025
| (2) This column includes the grant date fair value of the option awards to our non-employee directors computed in accordance with FASB ASC Topic 718 and determined without regard to estimated forfeitures. These amounts reflect our accounting valuation of these awards, and do not correspond to the actual value that may be recognized by our non-employee directors. The assumptions used in the calculation of these amounts are discussed in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. A total of 68,000 options awards were granted on September 24, 2024, to Messrs. Blum, Baden, Glanville and Hilarides. A total of 80,000 option awards were granted on January 20, 2025, to Messrs. Blum, Baden, Glanville and Hilarides. As of January 31, 2025, Messrs. Blum, Glanville, Hilarides, and Baden held a total of 44,000, 45,500, 41,500 and 41,500 unexercised stock options, respectively. |