tm219312-1_def14a - none

DEF 14A 1 tm219312-1_def14a.htm DEF 14A tm219312-1_def14a - none - 8.3438045s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

ION Geophysical Corporation

(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):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

TABLE OF CONTENTS

ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 100
Houston, Texas 77042-2855
(281) 933-3339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 23, 2021

To ION’s Shareholders:

The 2021 Annual Meeting of Shareholders of ION Geophysical Corporation (“ION”) will be held on Wednesday, June 23, 2021, at 10:30 a.m. Houston, Texas time. The meeting will either be held in the offices of ION located at 2105 CityWest Boulevard, Houston, Texas, or remotely, or both. ION will announce the decision as to whether the meeting will be at our offices, or remote, or both, in advance of the meeting. The decision will be filed with the SEC, and posted on our website (www.iongeo.com under “Investor Relations-Investor Materials-Annual Report & Proxy Statement”), in advance of the meeting. The meeting will be held for the following purposes:

1. Elect the three directors named in the attached Proxy Statement to our Board, each to serve for a three-year term;

2. Advisory (non-binding) vote to approve the compensation of our named executive officers;

3. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2021;

4. Approve amendment of our Restated Certificate of Incorporation to declassify the Board beginning with the election of Class II directors in 2022; and

5. Consider any other business that may properly come before the annual meeting, or any postponement or adjournment of the meeting.

ION’s Board of Directors has set April 30, 2021, as the record date for the meeting. This means that owners of ION Common Stock at the close of business on that date are entitled to receive this notice of meeting and vote at the meeting and any adjournments or postponements of the meeting.

Beginning on or about May 14, 2021, the Company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the record date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 2020 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

Your vote is very important, and your prompt cooperation in voting your proxy is greatly appreciated. Whether or not you plan to attend the meeting, please vote via the Internet using instructions in the Notice or, if you received a printed copy of the proxy materials, please sign, date and return your proxy card as soon as possible so that your shares can be voted at the meeting.

By Authorization of the Board of Directors

Matthew Powers
Executive Vice President, General Counsel
and Corporate Secretary

May 14, 2021
Houston, Texas

TABLE OF CONTENTS

ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 100
Houston, Texas 77042-2855
(281) 933-3339
May 14, 2021

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 23, 2021

Our Board of Directors (the “Board”) is furnishing you this proxy statement (this “Proxy Statement”) to solicit proxies on its behalf to be voted at the 2021 Annual Meeting of Shareholders (“Annual Meeting”) of ION Geophysical Corporation (“ION”). The Annual Meeting will be held either remotely or in person at 2105 CityWest Boulevard, Houston, Texas, on June 23, 2021, at 10:30 a.m., local time. Directions to the annual meeting are also provided in this Proxy Statement under “About the Meeting — Where will the Annual Meeting be held?”

The matters intended to be acted upon are:

1. Elect the three directors named in the attached Proxy Statement to our Board, each to serve for a three-year term;

2. Advisory (non-binding) vote to approve the compensation of our named executive officers;

3. Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2021;

4. Approve amendment of our Restated Certificate of Incorporation to declassify the Board beginning with the election of Class II directors in 2022; and

5. Consider any other business that may properly come before the annual meeting, or any postponement or adjournment of the meeting.

The Board of Directors recommends voting in favor of the nominees listed in the Proxy Statement, the approval of the compensation of our named executive officers, the ratification of the appointment of Grant Thornton LLP, and the amendment of our Restated Certificate of Incorporation.

The mailing address of our principal executive offices is 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855.

All properly completed and returned proxies for the annual meeting will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before the Annual Meeting. The proxies also may be voted at any adjournments or postponements of the Annual Meeting.

Only owners of record of our outstanding shares of our Common Stock, par value $0.01 (“Common Stock”) on April 30, 2021 are entitled to vote at the Annual Meeting, or at adjournments or postponements of the Annual Meeting. Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held. On April 30, 2021, there were 28,811,207 shares of Common Stock issued and outstanding.

When used in this Proxy Statement, “ION Geophysical,” “ION,” “Company,” “we,” “our,” “ours” and “us” refer to ION Geophysical Corporation and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated.

Important Notice Regarding the Availability of Proxy Materials
For the Annual Shareholders’ Meeting to be held on June 23, 2021

The Proxy Statement and our 2020 annual report to shareholders
are available at www.iongeo.com under “Investor Relations — Investor Materials —
Annual Report & Proxy Statement.”

TABLE OF CONTENTS

	2021 PROXY STATEMENT HIGHLIGHTS					3
	ABOUT THE MEETING					6
	ITEM 1 — ELECTION OF DIRECTORS					11
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE					14
	OWNERSHIP OF EQUITY SECURITIES OF ION					25
	EXECUTIVE OFFICERS					27
	EXECUTIVE COMPENSATION					29
	COMPENSATION DISCUSSION AND ANALYSIS					30
	SUMMARY COMPENSATION TABLE					44
	2020 GRANTS OF PLAN-BASED AWARDS					47
	EMPLOYMENT AGREEMENTS					48
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END					51
	2020 OPTION EXERCISES AND STOCK VESTED					54
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL					55
	2020 PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION					63
	EQUITY COMPENSATION PLAN INFORMATION					64
	CEO PAY RATIO DISCLOSURE					65
	ITEM 2 — ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION					66
	ITEM 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS					67
	ITEM 4 — APPROVAL OF ANNUAL ELECTION OF DIRECTORS BEGINNING IN 2022					67
	REPORT OF THE AUDIT COMMITTEE					69
	PRINCIPAL AUDITOR FEES AND SERVICES					71

TABLE OF CONTENTS

2021 PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Board Nominees

Director
Since

Committee
Memberships

Name

Age

Occupation

Independent

Audit

Comp

Gov

Fin

James M. Lapeyre

1998

Chairman of the Board of ION and President and Manager of Laitram L.L.C.

Christopher T. Usher

2019

President, Chief Executive Officer and Director of ION

Zhang ShaoHua

2021

General Manager of BGP, Inc., China National Petroleum Corporation

Executive Compensation Highlights

ION is committed to paying for performance. We provide the majority of compensation to our executives through programs in which the amounts ultimately received vary to reflect our performance. Our executive compensation programs evolve and are adjusted over time to support our business goals and to promote both near-term and long-term profitable company growth.

The majority of cash compensation is paid through base salary and under our annual incentive cash plan (that is, annual cash bonuses). Payment under our annual incentive cash plan is based on company performance relative to the Company’s goals and on individual performance. Under our annual incentive cash plan, cash compensation reflects near-term (annual) business performance of the Company. Our employees can also receive cash payments through awards of stock appreciation rights (“SARs”).

Awards of SARs and equity awards (consisting of stock options, restricted stock and restricted stock units) are used to align compensation with the long-term interests of our shareholders by focusing our executive officers on total shareholder return. Equity and SARs awards generally contain a time-based vesting restriction — that is, they become fully vested in either three or four years after the grant date, contingent on continued employment — so that compensation realized under the awards is dependent on the long-term performance of our Common Stock. From 2018 through 2020, all of our SARs awards and most of our restricted stock awards contained, in addition to a time-based vesting restriction, a performance-based vesting restriction based on the price of our common stock. No SARS were granted to any executive in 2020. As further discussed below, our current CFO, Mr. Michael L. Morrison, received a grant of restricted stock in connection with his promotion to that role, half of which had a performance-based vesting restriction (in addition to the traditional time-based restriction).

In setting executive officer compensation, the Compensation Committee evaluates individual performance reviews of the executive officers and compensation of executives at other companies as reported by various research and advisory companies (for example, Willis Towers Watson). This past year (2020), the Company also engaged a compensation consulting firm, Aon Hewitt, to help determine appropriate compensation for our Chief Financial Officer.

Total compensation for each executive officer varies with ION’s performance in achieving strategic and financial objectives and with individual performance. Each executive officer’s compensation is designed to reward his or her contribution to ION’s results. Year-over-year changes in salaries and equity award levels also

TABLE OF CONTENTS

reflect promotions, individual performance and competitive market adjustments. The following table shows the total direct compensation granted by the Compensation Committee to our named executive officers in 2020, 2019 and 2018 (except for Messrs. Morrison and Lambert, who each became a named executive officer in 2020):

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Christopher T. Usher President and CEO		2020		452,308		—		—		—		—		7,831		460,139
		2019		457,412		—		962,000		—		—		7,841		1,427,253
		2018		378,560		—		1,023,188		130,427		220,600		7,482		1,760,257
Michael L. Morrison(1) Executive Vice President and Chief Financial Officer (after February 1, 2020		2020		252,457		—		153,000		—		—		7,574		413,031
Steven A. Bate Executive Vice President and Chief Financial Officer (until February 1, 2020		2020		149,250		—		—		—		—		235,425		384,675
		2019		375,000		—		—		—		281,250		11,250		667,500
		2018		375,000		—		1,092,322		130,427		273,100		9,548		1,880,397
Dale J. Lambert(2) Executive Vice President Operations Optimization		2020		258,462		—		—		—		—		5,261		263,723
Matthew R. Powers Executive Vice President, General Counsel and Corporate Secretary		2020		236,923		—		—		—		—		5,712		242,635
		2019		275,000		—		—		—		—		5,712		280,712
		2018		275,000		—		365,943		56,027		160,200		5,654		862,824
Kenneth G. Williamson(3) Executive Vice President and Chief Operating Officer, E&P Technology & Services		2020		333,599		—		—		—		—		10,008		343,607
		2019		387,213		—		—		—		—		11,616		398,829
		2018		387,213		—		1,086,632		130,427		211,500		9,590		1,825,362

(1)

Michael L. Morrison assumed the role of Executive Vice President and Chief Financial Officer on February 1, 2020. Steven A. Bate held that role until such date.

(2)

Dale Lambert was Executive Vice President of Operations Optimization in 2020. He remained in that role until February 8, 2021, when he was transferred to the role of Executive Vice President of E&P Technology and Services.

(3)

Kenneth Williamson was Executive Vice President and Chief Operating Officer of E&P Technology & Services until February 8, 2021, when he started a new role as Executive Vice President, Innovation and Strategic Marketing.

Our recent Restructuring Transactions

On April 20, 2021, we announced the successful completion of our previously announced offer to exchange (the “Exchange Offer”) the Company’s 9.125% Senior Secured Second Priority Notes due 2021 (the “Old Notes”) for newly issued 8.00% Senior Secured Second Priority Notes due 2025 (the “New Notes”) and other consideration in the form of cash and ION common stock, as described in our Prospectus dated March 10, 2021. On that same date we announced the successful completion of our previously announced rights offering (the “Rights Offering”) to holders of our common stock, par value $0.01 per share (the “Common Stock”), to purchase (i) $2.78 principal amount of the New Notes per Right, at a purchase price of 100% of the principal amount thereof, or (ii) 1.08 shares of Common Stock per Right, at a purchase price of $2.57 per whole share of Common Stock, as described in our Prospectus dated March 10, 2021. The Exchange Offer and the Rights Offering are sometimes referred to herein as the “Restructuring Transactions”.

TABLE OF CONTENTS

In the Exchange Offer, an aggregate principal amount of $113,472,000 (approximately 94.1%) of the $120,569,000 outstanding Old Notes were accepted for exchange for (i) $84,652,000 aggregate principal amount of New Notes, (ii) 6,116,369 shares of the Company’s Common Stock (1,542,201 shares issued as the Early Participation Payment and 4,574,168 shares issued as stock consideration in lieu of New Notes), and (iii) $20,659,722 paid in cash, including $3,595,250 of accrued and unpaid interest that became due on the Old Notes as part of the exchange. In the concurrent Rights Offering, an aggregate amount of $41,835,286 of Rights (including over-subscriptions) was validly exercised by the holders of our Common Stock, $30,081,000 allocated in New Notes and $11,754,286 allocated in 4,788,893 shares of our Common Stock.

In total, $116,193,000 in aggregate principal amount of New Notes and 10,905,262 shares of Common Stock were issued and delivered. We received approximately $14 million in net proceeds from the transactions after deducting noteholder obligations, estimated transaction fees and accrued and unpaid interest paid on the Old Notes. Post transactions, a total of 28,811,207 shares of Common Stock were outstanding as of April 20, 2021.

In connection with the issuance of the New Notes, we issued one (1) share of Series A Preferred Stock to the New Notes Trustee to (i) provide certain rights and protections to holders of the New Notes and (ii) allow, under certain circumstances, the holders of New Notes to vote on an “as-converted” basis. The New Notes Trustee shall take direction from holders of 50.1% of the New Notes for any action requiring the consent of the holder of the Series A Preferred Stock or each act on which the holder of the Series A Preferred Stock is entitled to vote.

Following a default or event of default under the New Notes Indenture, the Series A Preferred Stock will be entitled to vote with the Common Stock of the Company as a single class with voting power equal to the number of shares of Common Stock issuable upon the conversion of the New Notes. In addition, at all times when the Common Stock is entitled to vote, the Series A Preferred Stock will be entitled to vote with the Common Stock as a single class with voting power equal to the number of shares of Common Stock issuable upon the conversion of the New Notes for any transaction (a) modifying, amending, supplementing, or waiving any provision of ION’s organizational documents or (b) entering into any merger, consolidation, sale of all or substantially all of ION’s assets, or other business combination transactions. The proposed amendment to our Restated Certificate of Incorporation to declassify the Board is the only matter scheduled to be voted on in the Annual Meeting on which the Series A Preferred Stock will be entitled to vote.

The holder of the Series A Preferred Stock will have the right to appoint two (2) directors to ION’s board of directors, both of whom must be independent. No board appointments have been made as of the date hereof.

The one share of Series A Preferred Stock will (i) rank pari passu in respect of voting rights with respect to ION’s Common Stock, (ii) have a liquidation preference equal to $1.00, (iii) not produce preferred dividends or ordinary dividends, (iv) not be transferable, except to a successor New Notes Trustee under the terms of the New Notes Indenture, (v) not be convertible into any other class of equity of ION, and (vi) not be granted registration rights. The Series A Preferred Stock may be redeemed by us upon the conversion into Common Stock, in the aggregate, of 75% or more of the New Notes. The redemption price will be $1.00.

In connection with the Restructuring Transactions, we also increased the total number of shares of our Common Stock authorized for issuance under our Long-Term Incentive Plan by 3,500,000 shares, for a total of 5,002,893 shares authorized under the LTIP. This will result in 4,400,889 shares being available for issuance under the Long-Term Incentive Plan upon filing of the applicable registration statements.

For more information about the Restructuring Transactions and the New Notes, see our Current Report on Form 8-K filed on April 22, 2021.

TABLE OF CONTENTS

ABOUT THE MEETING

What is a proxy, a proxy solicitation and a proxy statement?

A proxy is your legal designation of another person to vote the stock you own on your behalf. That other person is also referred to as a “proxy.” A proxy solicitation is a request that a shareholder authorize another person to cast the shareholder’s vote at a shareholders’ meeting. Our Board has designated Christopher T. Usher and James M. Lapeyre, Jr. as proxies for the Annual Meeting of Shareholders. By completing and submitting the enclosed proxy card, you are giving Mr. Usher and Mr. Lapeyre the authority to vote your shares in the manner you indicate on your proxy card. A proxy statement is an informational document that the regulations of the Securities and Exchange Commission (“SEC”) require us to give you when we ask you, in a proxy solicitation, to sign a proxy card designating individuals as proxies to vote on your behalf.

Who is soliciting my proxy?

Our Board is soliciting proxies on its behalf to be voted at the Annual Meeting. All costs of soliciting the proxies will be paid by ION. Copies of solicitation materials will be furnished to banks, brokers, nominees and other fiduciaries and custodians to forward to beneficial owners of Common Stock held by such persons. ION will reimburse such parties for their reasonable out-of-pocket expenses in forwarding solicitation materials. In addition to solicitations by mail, some of ION’s directors, officers and other employees, without extra compensation, might supplement this solicitation by telephone, personal interview or other communication. ION has also retained Georgeson LLP to assist with the solicitation of proxies from banks, brokers, nominees and other holders, for a fee not to exceed $11,500 plus reimbursement for out-of-pocket expenses.

What are the voting rights of holders of our stock?

Each outstanding share of Common Stock is entitled to one vote on each matter considered at the Annual Meeting. As noted above, the Series A Preferred Stock is entitled, in certain circumstances, to vote with the Common Stock of the Company as a single class with voting power equal to the number of shares of Common Stock issuable upon the conversion of the New Notes. The only matter scheduled for a vote at the Annual Meeting on which the Series A Preferred Stock is entitled to vote is the proposed amendment to our Restated Certificate of Incorporation to declassify the Board.

What is the difference between a “shareholder of record” and a shareholder who holds stock in “street name”?

If your shares are registered directly in your name, you are a shareholder of record. If your shares are registered in the name of your broker, bank or similar organization, then you are the beneficial owner of shares held in street name.

Where will the Annual Meeting be held?

ION’s 2021 Annual Meeting of Shareholders may be held in person. If so, it will be held on the 1st Floor of 2105 CityWest Boulevard in Houston, Texas.

Directions: The site for the Annual Meeting is located on CityWest Boulevard off of West Sam Houston Parkway South (“Beltway 8”), near the intersection of Beltway 8 and Briar Forest Drive. Traveling south on the Beltway 8 feeder road after Briar Forest Drive, turn right on Del Monte Drive. Enter Garage Entrance 3 on your immediate left. Advise the guard that you are attending the ION Annual Meeting. You may be required to show your driver’s license or other photo identification. The guard will then direct you where to park in the visitors section of the parking garage. The guard can also direct you to 2105 CityWest Boulevard, which is directly south of the garage. Once in the building, check in at the security desk where you will then be directed to the first floor receptionist.

SPECIAL NOTE REGARDING POTENTIAL CHANGES TO OUR MEETING:

Although we intend to hold our annual meeting in person, we are sensitive to concerns our shareholders may have, and recommendations that public health officials may issue, in light of the coronavirus (COVID-19)

TABLE OF CONTENTS

pandemic. Accordingly, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce this decision in advance and details will be posted on our website, and filed with the SEC. We encourage you to check our website (www.iongeo.com under “Investor Relations — Investor Materials — Annual Report & Proxy Statement) prior to the meeting if you plan to attend.

What is the effect of not voting your shares of Common Stock?

It depends on how ownership of your shares is registered. If you are a shareholder of record, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement. Assuming a quorum is obtained, your unvoted shares will not be treated as a vote for or against a proposal. Depending on the circumstances, if you own your shares in street name, your broker or bank may represent your shares at the Annual Meeting for purposes of obtaining a quorum. As described in the answer to the question immediately following, in the absence of your voting instruction, your broker may or may not vote your shares.

If I don’t vote, will my broker vote for me?

If you own your shares in street name and you do not vote, your broker may vote your shares in its discretion on proposals determined to be “routine matters” under the rules of the New York Stock Exchange (“NYSE”). With respect to “non-routine matters,” however, your broker may not vote your shares for you. Where a broker cannot vote your shares on non-routine matters because he has not received any instructions from you regarding how to vote, the number of unvoted shares on those matters is reported as “broker non-votes.” These “broker non-vote” shares are counted toward the quorum requirement, but, generally speaking, they do not affect the determination of whether a matter is approved. See “— How are abstentions and broker non-votes counted?” below. The election of directors, the advisory vote on executive compensation and the proposed amendment to our Restated Certificate of Incorporation to declassify the Board are not considered to be routine matters under current NYSE rules, so your broker will not have discretionary authority to vote your shares held in street name on those matters. The proposal to ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm is considered to be a routine matter on which brokers will be permitted to vote your shares without instructions from you.

What is the record date and what does it mean?

The record date for the Annual Meeting of Shareholders is April 30, 2021. The record date is established by the Board as required by Delaware law (the state in which we are incorporated). Holders of Common Stock at the close of business on the record date are entitled to receive notice of the Annual Meeting and vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

How can I revoke a proxy?

A shareholder can revoke a proxy prior to the vote at the Annual Meeting by (a) giving written notice to the Corporate Secretary of ION, (b) delivering a later-dated proxy or (c) voting in person at the Annual Meeting. Written notice to the Corporate Secretary should be sent to Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. If you hold shares through a bank or broker, you must contact that bank or broker in order to revoke any prior voting instructions.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock constitutes a quorum. We need a quorum of shareholders to hold a validly convened Annual Meeting. If you have submitted your proxy, your shares will be counted toward the quorum. If a quorum is not present, the chairman may adjourn the Annual Meeting, without prior notice other than by announcement at the Annual Meeting, until the required quorum is present. As of the record date, 28,811,207 shares of Common Stock were outstanding. Thus, the presence of the holders of Common Stock representing at least 14,405,604 shares will be required to establish a quorum.

TABLE OF CONTENTS

What are my voting choices when voting for director nominees, and what vote is needed to elect directors?

In voting on the election of the director nominees to serve until the 2024 Annual Meeting of Shareholders, shareholders may vote in one of the following ways:

(a)

in favor of all nominees,

(b)

withhold votes as to all nominees or

(c)

withhold votes as to a specific nominee.

Directors will be elected by a plurality of the votes of the shares of Common Stock present or represented by proxy at the Annual Meeting. This means that director nominees receiving the highest number of “for” votes will be elected as directors. Votes “for” and “withheld” are counted in determining whether a plurality has been cast in favor of a director. Under ION’s Corporate Governance Guidelines, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender to the Board his or her resignation following certification of the results of the shareholder vote. For a more complete explanation of this requirement and process, please see “Item 1 — Election of Directors — Board of Directors and Corporate Governance — Majority Voting Procedure for Directors” below.

If you vote, you may not abstain from voting for purposes of the election of directors. Shareholders are not permitted to cumulate their votes in the election of directors.

The Board recommends a vote “FOR” all of the nominees.

What are my voting choices when casting an advisory vote to approve the compensation of our named executive officers?

In casting an advisory vote to approve the compensation of our named executive officers, shareholders may vote in one of the following ways:

(a)

in favor of the advisory vote to approve our executive compensation,

(b)

against the advisory vote to approve our executive compensation or

(c)

abstain from voting.

The advisory vote to approve the compensation of our named executive officers will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against it.

The Board recommends a vote “FOR” this proposal.

What are my voting choices when voting on the ratification of the appointment of Grant Thornton as our independent registered public accounting firm — or independent auditors — and what vote is needed to ratify their appointment?

In voting to ratify the appointment of Grant Thornton as independent auditors for 2021, shareholders may vote in one of the following ways:

(a)

in favor of ratification,

(b)

against ratification or

(c)

abstain from voting on ratification.

The proposal to ratify the appointment of Grant Thornton will require the affirmative vote of a majority of the votes cast on the proposal by holders of Common Stock in person or represented by proxy at the Annual Meeting.

The Board recommends a vote “FOR” this proposal.

TABLE OF CONTENTS

What are my voting choices when voting on the approval of the amendment of our Restated Certificate of Incorporation to declassify the Board beginning with the election of Class II directors in 2022?

In voting to approve the declassification of our Board over a three-year period beginning in 2022, shareholders may vote in one of the following ways:

(a)

in favor of the phased declassification of our Board,

(b)

against the phased declassification of our Board, or

(c)

abstain from voting.

The proposal to amend our Restated Certificate of Incorporation to declassify the Board beginning with director terms expiring in 2022 will be approved if the number of votes cast in favor of the proposal equals or exceeds 75% of the total voting power of all shares of stock of the Corporation entitled to vote in the election of directors, which for purposes of the proposal shall include the total voting power of our Series A Preferred Stock.

The Board recommends a vote “FOR” this proposal.

Will any other business be transacted at the Annual Meeting? If so, how will my proxy be voted?

We do not know of any business to be transacted at the Annual Meeting other than those matters described in this Proxy Statement. We believe that the periods specified in our Amended and Restated Bylaws (our “Bylaws”) for submitting proposals to be considered at the Annual Meeting have passed and no proposals were submitted. However, should any other matters properly come before the Annual Meeting, and should any adjournments or postponements of the Annual Meeting be proposed, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with the proxies’ respective judgment.

What if I do not specify a choice for a matter when submitting my proxy?

Shareholders should specify their choice for each matter on their proxy. If no instructions are given, proxies that are properly submitted will be voted “FOR” the election of all director nominees, “FOR” the non-binding advisory vote to approve our Company’s executive compensation, “FOR” the proposal to ratify the appointment of Grant Thornton as independent auditors for 2021 and “FOR” the proposal to amend our Restated Certificate of Incorporation to declassify the Board beginning with director terms expiring in 2022.

How are abstentions and broker non-votes counted?

Abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. A properly submitted proxy marked “withhold” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

With respect to (i) the proposal regarding the advisory vote on executive compensation and (ii) the proposal to ratify the appointment of the independent auditors, an abstention from voting on either such proposal will be counted as present in determining whether a quorum is present but will not be counted in determining the total votes cast on such proposal. Thus, abstentions will have no effect on the outcome of the vote on these proposals.

Broker non-votes will have no effect on the outcome of the vote on any of the proposals.

What is the deadline for submitting proposals to be considered for inclusion in the 2022 proxy statement and for submitting a nomination for director of ION for consideration at the Annual Meeting of Shareholders in 2022?

Shareholder proposals requested to be included in our 2022 proxy statement must be received by ION no later than January 14, 2022 A proper director nomination may be considered at ION’s 2022 Annual

TABLE OF CONTENTS

Meeting of Shareholders only if the proposal for nomination is received by ION not later than January 14, 2022. Proposals and nominations should be directed to Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855.

Will I have electronic access to the proxy materials and Annual Report?

This proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 2020 annual report are available via the Internet at: www.iongeo.com/2020AR and at www.proxyvote.com.

Pursuant to United States Securities and Exchange Commission (“SEC”) rules related to the Internet availability of proxy materials, we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of the proxy materials to each stockholder of record. Accordingly, beginning on or about May 14, 2021, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) in lieu of mailing the printed proxy materials. Instructions on how to access the proxy materials via the Internet, on voting shares via the Internet and on how to request a printed or electronic copy of the proxy materials may be found in the Notice. All stockholders will have the option to access our proxy materials on the websites referred to above. Stockholders will not receive printed copies of the proxy materials unless they request (or have previously requested) such form of delivery. Printed copies will be provided upon request at no charge. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. A request to receive proxy materials in printed form by mail or electronically by email will remain in effect until the stockholder terminates such request. Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in the pre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

How can I obtain a copy of ION’s Annual Report on Form 10-K?

A copy of our 2020 Annual Report on Form 10-K (without schedules or exhibits) forms a part of our 2020 Annual Report to Shareholders, which is enclosed with this Proxy Statement. You may obtain an additional copy of our 2020 Form 10-K at no charge by sending a written request to Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Our Form 10-K is also available (i) through the Investor Relations section of our website at www.iongeo.com and (ii) with exhibits on the SEC’s website at http://www.sec.gov.

Please note that the contents of these and any other websites referenced in this Proxy Statement are not incorporated by reference herein. Further, our references to the URLs for these and other websites listed in this Proxy Statement are intended to be inactive textual references only.

TABLE OF CONTENTS

ITEM 1 — ELECTION OF DIRECTORS

Our Board currently consists of six members. As noted above, the holders of our New Notes have the right to appoint an additional two, although as of the date hereof they have not exercised that right.

For the past several years, our Board has normally consisted of eight members. After the consummation of the Restructuring Transactions, the Board determined it to be in the best interests of the Company to try to maintain that number of members, and David Barr and Tina Wininger each offered to resign their seats in view of the Board’s determination and the pending appointment of two new directors by the holders of our new notes. Each resigned effective May 6, 2021.

Currently, the Board is divided into three classes. Members of each class are elected for three-year terms and until their respective successors are duly elected and qualified, unless the director dies, resigns, retires, is disqualified or is removed. Our shareholders elect the directors in a designated class annually. Directors in Class I, which is the class of directors to be elected at the Annual Meeting, will serve on the Board until our annual meeting in 2024 (except in the case of any earlier death, resignation, retirement, disqualification or removal).

The current Class I directors are James M. Lapeyre, Jr., Christopher T. Usher and Zhang ShaoHua, and their current terms will expire when their successors are elected and qualified at the Annual Meeting. At its meeting on May 3, 2021, the Board approved the recommendation of the Governance Committee that Messrs. Lapeyre, Usher and Zhang ShaoHua be nominated to stand for reelection at the Annual Meeting to hold office until our 2024 Annual Meeting and until their successors are elected and qualified.

We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce the number of directors.

If the proposed amendment to our Restated Certificate of Incorporation passes, the Board will be declassified beginning with director terms expiring in 2022. The directors standing for reelection in 2022 and each subsequent year would only be elected for one-year terms, such that, commencing with the 2024 Annual Meeting, each director would have to stand for election every year. The Board believes that declassifying our Board, and requiring each director to stand for reelection annually, will encourage greater accountability to shareholders.

The Board of Directors recommends a vote “FOR” the election of each of James M. Lapeyre, Jr., Christopher T. Usher and Zhang ShaoHua.

The biographies of each nominee (each of whom is also a current director) contains information regarding the nominee’s service as a director, business experience, education, director positions and the experiences, qualifications, attributes or skills that caused the Governance Committee and our Board to determine that the person should serve as a director for the Company:

Class I Director — Nominees for Re-Election for Term Expiring In 2024

JAMES M. LAPEYRE, JR.Director since 1998

Mr. Lapeyre, age 68, served as Chairman of our Board from 1999 until January 1, 2012, and again from January 1, 2013 until present. During 2012, Mr. Robert P. Peebler held the role of Executive Chairman and Mr. Lapeyre served as Lead Independent Director. Mr. Lapeyre has been President and Manager of Laitram L.L.C., a privately-owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts, and its predecessors, since 1989. Mr. Lapeyre joined our Board when we bought the DigiCOURSE marine positioning products business from Laitram in 1998. Mr. Lapeyre is a member of the Audit, Compensation, Governance and Finance Committees of our Board. He holds a Bachelor of Art degree in history from the University of Texas and Master of Business Administration and Juris Doctorate degrees from Tulane University.

Mr. Lapeyre’s status as a significant shareholder of our Company enables our Board to have direct access to the perspective of our shareholders and ensures that the Board will take into consideration the

TABLE OF CONTENTS

interests of our shareholders in all Board decisions. In addition, Mr. Lapeyre has extensive knowledge regarding the marine products and technology that we acquired from Laitram in 1998.

CHRISTOPHER T. USHERDirector since 2019

Mr. Usher, age 60, is our President and Chief Executive Officer. Mr. Usher joined ION in November 2012 as the Executive Vice President and Chief Operating Officer, GeoScience Division. Prior to joining our Company, Mr. Usher served as the Senior Vice President, Data Processing, Analysis and Interpretation and Chief Technology Officer (including significant merger and acquisitions responsibility) of Global Geophysical Services, Inc., a NYSE-listed seismic products and services company, since January 2010. Prior to joining Global, Mr. Usher served from October 2005 to January 2010 as Senior Director at Landmark Software and Services (including significant merger and acquisition responsibility), a division of Halliburton Company, an oilfield services company. From 2004 to 2005, he was Senior Corporate Vice President, Integrated Services, at Paradigm Geotechnology, an E&P software company. From 2000 to 2003, Mr. Usher served as President of the global data processing division of Petroleum Geo-Services (PGS), a marine geophysical contracting company. He began his career at Western Geophysical where he served in a number of roles over his 17-year tenure before becoming the Worldwide VP of Technology. Mr. Usher holds a Bachelor of Science degree in geology and geophysics from Yale University.

ZHANG SHAOHUADirector since 2021

Mr. Zhang ShaoHua, age 55, has been employed by BGP, the world’s largest land seismic contractor, and its affiliates, in various positions of increasing responsibility since 1991. BGP is a subsidiary of CNPC, China’s largest oil company. Mr. Zhang began his career at BGP in geophysics. From 2001-2018, he held three key technology Director roles running the Acquisition Technical Department, Science and Technology Department, and finally the R&D Center. In 2018, he was promoted to Chief Geophysicist of BGP, and in 2021, was further promoted to General Manager of BGP. He holds a Master’s degree in Geophysical Prospecting from Changchun College of Geology (presently Jilin University) and a Master’s of Business Administration degree from the University of South Alabama.

Mr. Zhang was appointed to our Board of Directors under the terms of the Company’s Investor Rights Agreement with BGP. Under the agreement, further discussed below, BGP is entitled to designate one individual to serve as a member of our Board unless BGP’s ownership of our Common Stock falls below 5%.

Class II Director — Term Expiring In 2022

MICHAEL Y. MCGOVERN Director since 2019

Mr. McGovern, age 69, joined ION’s Board of Directors in June 2019. He is chairman of our Compensation Committee and is also a member of our Audit Committee and our Governance Committee. In March 2021, Mr. McGovern was appointed Executive Chairman and Interim Principal Executive Officer of Superior Energy Services., Inc., a private company that provides specialized oilfield services and equipment. He served as Chairman and CEO of Sherwood Energy, LLC, a private company focused on aggregating hydrocarbon reserves through ownership of working interests in oil and natural gas leases until the company sold its assets in 2020. Mr. McGovern also serves on the boards of Cactus, Inc. (NYSE: WHD), a manufacturer and designer of wellheads and pressure control equipment and Nuverra Environmental Solutions (NYSE: NES), which provides delivery, recycling and disposal of materials generated in shale oil production. From April of 2016 till June of 2019 he served on the board of Fibrant LLC, a private company that was a manufacturer of Caprolactam. He holds a Bachelor of Science degree in Business from Centenary College of Louisiana.

Mr. McGovern has extensive experience in oil and gas, and has served as a director and as an executive at multiple public and private companies. His energy and technology experience will be especially valuable as we execute on our long-term strategic vision, expand into new markets and continue to lead in delivering tools that empower data-driven decision making.

TABLE OF CONTENTS

S. JAMES NELSON, JR.Director since 2004

Mr. Nelson, age 79, joined our Board in 2004. In 2004, Mr. Nelson retired from Cal Dive International, Inc. (now named Helix Energy Solutions Group, Inc.), a marine contractor and operator of offshore oil and gas properties and production facilities, where he was a founding shareholder, Chief Financial Officer (prior to 2000), Vice Chairman (from 2000 to 2004) and a Director (from 1990 to 2004). From 1985 to 1988, Mr. Nelson was the Senior Vice President and Chief Financial Officer of Diversified Energies, Inc., a NYSE-traded company with $1 billion in annual revenues and the former parent company of Cal Dive. From 1980 to 1985, Mr. Nelson served as Chief Financial Officer of Apache Corporation, an oil and gas E&P company. From 1966 to 1980, Mr. Nelson was employed with Arthur Andersen & Co. where, from 1976 to 1980, he was a partner serving on the firm’s worldwide oil and gas industry team. Mr. Nelson also currently serves on the Board of Directors and Audit Committees of Oil States International, Inc. (a NYSE-listed diversified oilfield services company) and W&T Offshore, Inc. (a NYSE-listed oil and natural gas E&P company), where he was appointed to the Governance Committee in late 2016. From 2010 until October 2012, Mr. Nelson also served on the Board of Directors and Audit and Compensation Committees of the general partner of Genesis Energy LP, an operator of oil and natural gas pipelines and provider of services to refineries and industrial gas users. From 2005 until the Company’s sale in 2008, he served as a member of the Board of Directors, a member of the Compensation Committee and Chair of the Audit Committee of Quintana Maritime, Ltd., a provider of dry bulk cargo shipping services based in Athens, Greece. Mr. Nelson, who is also a Certified Public Accountant, is Chairman of the Audit and Finance Committees of our Board. He holds a Bachelor of Science degree in accounting from Holy Cross College and a Master of Business Administration degree from Harvard University.

Mr. Nelson is an experienced financial leader with the skills necessary to lead our Audit Committee. His service as Chief Financial Officer of Cal Dive International, Inc., Diversified Energies, Inc. and Apache Corporation, as well as his years with Arthur Andersen & Co., make him a valuable asset to ION, both on our Board and as the Chairman of our Audit Committee, particularly with regard to financial and accounting matters. In addition, Mr. Nelson’s service on audit committees of other companies enables Mr. Nelson to remain current on audit committee best practices and current financial reporting developments within the energy industry.

Class III Director — Term Expiring In 2023

JOHN N. SEITZDirector since 2003

Mr. Seitz, age 69, has been Chairman and Chief Executive Officer of GulfSlope Energy, Inc., an OTC-listed independent E&P company exploring for oil and gas using advanced seismic imaging, since 2013. From 1977 to 2003, Mr. Seitz held positions of increasing responsibility at Anadarko Petroleum Company, serving most recently as a Director and as President and Chief Executive Officer. Mr. Seitz has served as a Trustee of the American Geological Institute Foundation. Mr. Seitz currently serves on the Investment Committee for Sheridan Production Company, LLC, a privately held oil & gas company with interests in Texas, Oklahoma and Wyoming. He formerly served on the Board of Directors for Endeavour International, Inc., Constellation Energy Partners LLC, and Gulf United Energy, Inc. Mr. Seitz is chairman of the Governance Committee and a member of the Compensation Committee and the Finance Committee of our Board. Mr. Seitz holds a Bachelor of Science degree in geology from the University of Pittsburgh, a Master of Science degree in geology from Rensselaer Polytechnic Institute and is a Certified Professional Geoscientist in Texas. He also completed the Advanced Management Program at the Wharton School of Business.

Mr. Seitz’ extensive experience as a leader of global E&P companies has proven to be an important resource for our Board when considering industry and customer issues. In addition, Mr. Seitz’ geology background and expertise assists the Board in better understanding industry trends and issues.

TABLE OF CONTENTS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Governance Initiatives. ION is committed to excellence in corporate governance and maintains clear practices and policies that promote good corporate governance. We review our governance practices and update them, as appropriate, based upon Delaware law, rules and listing standards of the NYSE, SEC regulations and practices recommended by our outside advisors.

Examples of our corporate governance initiatives include the following:

•

Five of our six Board members are independent of ION and its management. Christopher T. Usher, our President and Chief Executive Officer, is not independent because he is an employee of ION.

•

All members of the principal standing committees of our Board — the Audit Committee, the Governance Committee and the Compensation Committee — are independent.

•

The independent members of our Board and each of the principal committees of our Board meet regularly without the presence of management. The members of the Audit Committee meet regularly with representatives of our independent registered public accounting firm without the presence of management. The members of the Audit Committee also meet regularly with our Director of Internal Audit without the presence of other members of management.

•

Our Audit Committee has at least one member who qualifies as a “financial expert” in accordance with Section 407 of the Sarbanes-Oxley Act of 2002.

•

The Board has adopted written Corporate Governance Guidelines to assist its members in fulfilling their responsibilities.

•

Under our Corporate Governance Guidelines, Board members are required to offer their resignation from the Board if they retire or materially change the position they held when they began serving as a director on the Board.

•

We comply with and operate in a manner consistent with regulations prohibiting loans to our directors and executive officers.

•

Members of our Disclosure Committee, consisting of management employees and senior finance and accounting employees, must review and confirm they have reviewed all quarterly and annual reports before filing with the SEC.

•

We have a dedicated hotline and website available to all employees to report ethics and compliance concerns, anonymously if preferred, including concerns related to accounting, accounting controls, financial reporting and auditing matters. The hotline and website are administered and monitored by an independent hotline monitoring company. The Board has adopted a policy and procedures for the receipt, retention and treatment of complaints and employee concerns received through the hotline or website. The policy is available on our website at https://www.iongeo.com/investor-relations/governance/.

•

On an annual basis, each director and each executive officer is obligated to complete a questionnaire that requires disclosure of any transactions with ION in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.

•

We have included as Exhibits 31.1 and 31.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (including our Form 10-K/A), filed with the SEC, certificates of our Chief Executive Officer and Chief Financial Officer, respectively, certifying as to the quality of our public disclosure. In addition, in 2020, we submitted to the NYSE a certificate of our Chief Executive Officer certifying that he is not aware of any violation by ION of the NYSE corporate governance listing standards.

•

Our internal audit controls function maintains critical oversight over the key areas of our business and financial processes and controls, and provides reports directly to the Audit Committee.

•

We have a compensation recoupment (clawback) policy that applies to our current and former executive officers. The policy is available on our website at https://www.iongeo.com/investor-relations/governance/.

TABLE OF CONTENTS

•

We have stock ownership guidelines for our non-employee directors and senior management.

•

Our employment contracts with our Chief Executive Officer and our Chief Financial Officer (these are the only executives who have employment contracts) do not contain a “single-trigger” change of control severance provision or entitle the employee to tax gross-up benefits.

•

Our Board is proposing to amend our Restated Certificate of Incorporation to declassify the Board beginning with director terms expiring in 2022. The Board believes that declassifying our Board, and requiring each director to stand for reelection annually, is a best practice that will encourage greater accountability to shareholders.

Majority Voting Procedure for Directors. Our Corporate Governance Guidelines require a mandatory majority voting, director resignation procedure. Any director nominee in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender to the Board his or her resignation following certification of the shareholder vote. Upon receipt of the resignation, the Governance Committee will consider the resignation offer and recommend to the Board whether to accept it. The Board will act on the Governance Committee’s recommendation within 120 days following certification of the shareholder vote. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. Thereafter, the Board will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K furnished to the SEC.

Code of Ethics. We have adopted a Code of Ethics that applies to all members of our Board and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and all other senior members of our finance and accounting departments. The Code of Ethics requires that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, promote full and accurate financial reporting and otherwise act with integrity and in ION’s best interest. Every year our senior management employees and senior finance and accounting employees affirm their compliance with our Code of Ethics and other principal compliance policies. New employees acknowledge receipt and compliance with Company policies through an online onboarding portal, after the employment offer has been accepted.

We have made our Code of Ethics, Corporate Governance Guidelines, charters for the principal standing committees of our Board and other information that may be of interest to investors available on the Investor Relations section of our website at https://www.iongeo.com/investor-relations/governance/. Copies of this information may also be obtained by writing to us at ION Geophysical Corporation, Attention: Corporate Secretary, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Amendments to, or waivers from, our Code of Ethics will also be available on our website and reported as may be required under SEC rules; however, any technical, administrative or other non-substantive amendments to our Code of Ethics may not be posted.

Please note that the preceding Internet address and all other Internet addresses referenced in this Proxy Statement are for information purposes only and are not intended to be a hyperlink. Accordingly, no information found or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference herein.

Lead Independent Director. James M. Lapeyre, Jr. serves as our Chairman of the Board. Under NYSE corporate governance listing standards, Mr. Lapeyre has also been designated as our Lead Independent Director and presiding non-management director to lead non-management directors meetings of the Board. Our non-management directors meet at regularly scheduled executive sessions without management, over which Mr. Lapeyre presides. The powers and authority of the Lead Independent Director also include the following:

•

Advise and consult with the Chief Executive Officer, senior management and the Chairperson of each Committee of the Board, as to the appropriate information, agendas and schedules of Board and Committee meetings;

•

Advise and consult with the Chief Executive Officer and senior management as to the quality, quantity and timeliness of the information submitted by the Company’s management to the independent directors;

TABLE OF CONTENTS

•

Recommend to the Chief Executive Officer and the Board the retention of advisers and consultants to report directly to the Board;

•

Call meetings of the Board or executive sessions of the independent directors;

•

Develop the agendas for and preside over executive sessions of the Board’s independent directors;

•

Serve as principal liaison between the independent directors, and the Chief Executive Officer and senior management, on sensitive issues, including the review and evaluation of the Chief Executive Officer; and

•

Coordinate with the independent directors in respect of each of the foregoing.

Certain of the duties and powers described above are to be conducted in conjunction with our Chairman of the Board if the Lead Independent Director is not also the Chairman of the Board.

Communications to Board and Lead Independent Director. Shareholders and other interested parties may communicate with the Board and our Lead Independent Director or non-management independent directors as a group by writing to “Chairman of the Board” or “Lead Independent Director,” c/o Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855. Inquiries sent by mail will be reviewed by our Corporate Secretary and, if they pertain to the functions of the Board or committees of the Board or if the Corporate Secretary otherwise determines that they should be brought to the intended recipient’s attention, they will be forwarded to the intended recipient. Concerns relating to accounting, internal controls, auditing or compliance matters will be brought to the attention of our Audit Committee and handled in accordance with procedures established by the Audit Committee.

Our Corporate Secretary’s review of these communications will be performed with a view that the integrity of this process be preserved. For example, items that are unrelated to the duties and responsibilities of the Board, such as personal employee complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, service or product complaints, requests for donations, business solicitations or advertisements, may not be forwarded to the directors. In addition, material that is considered to be hostile, threatening, illegal or similarly unsuitable may not be forwarded. Except for these types of items, the Corporate Secretary will promptly forward written communications to the intended recipient. Within the above guidelines, the independent directors have granted the Corporate Secretary discretion to decide what correspondence should be shared with ION management and independent directors.

2020 Meetings of the Board and Shareholders. During 2020, the Board held a total of fourteen meetings (including regularly scheduled and special meetings) and the four standing committees of the Board held a total of fourteen meetings. The rate of attendance by our directors at all board meetings and committee meeting (for those committees on which a director served) was 97%. We do not require our Board members to attend our Annual Meeting of Shareholders; however, six out of eight of our directors were present at our Annual Meeting held in May 2020.

Each current director that was on the Board in 2020 attended more than seventy-five percent (75%) of the aggregate of the total number of meetings of the Board, and the total number of meetings held by all committees of the Board on which he or she served.

Independence. In determining independence, each year the Board determines whether directors have any “material relationship” with ION. When assessing the “materiality” of a director’s relationship with ION, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations with which the director has an affiliation, and the frequency or regularity of the services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to ION as those prevailing at the time from unrelated parties for comparable transactions. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. Factors that the Board may consider when determining independence for purposes of this determination include (1) not being a current employee of ION or having been employed by ION within the last three years; (2) not having an immediate family member who is, or who has been within the last three years, an executive officer of ION; (3) not personally receiving or having an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 per year in direct compensation

TABLE OF CONTENTS

from ION other than director and committee fees; (4) not being employed or having an immediate family member employed within the last three years as an executive officer of another company of which any current executive officer of ION serves or has served, at the same time, on that company’s compensation committee; (5) not being an employee of or a current partner of, or having an immediate family member who is a current partner of, a firm that is ION’s internal or external auditor; (6) not having an immediate family member who is a current employee of such an audit firm who personally works on ION’s audit; (7) not being or having an immediate family member who was within the last three years a partner or employee of such an audit firm and who personally worked on ION’s audit within that time; (8) not being a current employee, or having an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, ION for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues; or (9) not being an executive officer of a charitable organization to which, within the preceding three years, ION has made charitable contributions in any single fiscal year that has exceeded the greater of $1 million or 2% of such organization’s consolidated gross revenues.

Our Board has affirmatively determined that, with the exception of Christopher T. Usher, who is our President and Chief Executive Officer and an employee of ION, no director has a material relationship with ION within the meaning of the NYSE’s listing standards, and that each of our directors (other than Mr. Usher) is independent from management and from our independent registered public accounting firm, as required by NYSE listing standard rules regarding director independence.

Our Chairman and Lead Independent Director, Mr. Lapeyre, is an executive officer and significant shareholder of Laitram, L.L.C., a company with which ION has ongoing contractual relationships, and Mr. Lapeyre and Laitram together owned approximately 5.7% of our outstanding Common Stock as of April 30, 2021. Our Board has determined that these contractual relationships have not interfered with Mr. Lapeyre’s demonstrated independence from our management, and that the services performed by Laitram for ION are being provided at arm’s length in the ordinary course of business and substantially on the same terms to ION as those prevailing at the time from unrelated parties for comparable transactions. In addition, the services provided by Laitram to ION resulted in payments by ION to Laitram in an amount less than 1% of Laitram’s 2020 consolidated gross revenues. As a result of these factors, our Board has determined that Mr. Lapeyre, along with each of our other non-management directors, is independent within the meaning of the NYSE’s director independence standards. For an explanation of the contractual relationship between Laitram and ION, please see “— Certain Transactions and Relationships” below.

Our former director, Mr. Huasheng Zheng, was employed as Executive Vice President of BGP during his tenure. His successor, Mr. Zhang ShaoHua, is General Manager of BGP. For an explanation of the relationships between BGP and ION, please see “— Certain Transactions and Relationships” below.

Risk Oversight. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board in setting ION’s business strategy is a key part of its assessment of the Company’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. The Board also regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risk, including internal controls, and receives an annual risk assessment report from ION’s internal auditors. The Audit Committee is also responsible for overseeing cybersecurity-related risks. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with ION’s business strategies. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Board Leadership. Our current Board leadership structure consists of a Chairman of the Board (who is not our current CEO), a Lead Independent Director (who is also our Chairman of the Board) and strong independent committee chairs. The Board believes this structure provides independent Board leadership

TABLE OF CONTENTS

and engagement and strong independent oversight of management while providing the benefit of having our Chairman and Lead Independent Director lead regular Board meetings as we discuss key business and strategic issues. Mr. Lapeyre, a non-employee independent director, serves as our Chairman of the Board and Lead Independent Director. Mr. Usher has served as our CEO since June 1, 2019. We separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman provides guidance to the CEO and sets the agenda for Board meetings and presides over the meetings of the full Board. Separating these positions allows our CEO to focus on our day-to-day business, while allowing the Chairman to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. The Board recognizes the time, effort and energy that the CEO is required to devote to his position, as well as the commitment required to serve as our Chairman. The Board believes that having separate positions is the appropriate leadership structure for our Company at this time and demonstrates our commitment to good corporate governance.

Political Contributions and Lobbying. Our Code of Ethics prohibits company contributions to political candidates or parties. In addition, we do not advertise in or purchase political publications, allow company assets to be used by political parties or candidates, use corporate funds to purchase seats at political fund raising events, or allow company trademarks to be used in political or campaign literature. ION is a member of certain trade associations that may use a portion of their membership dues for lobbying and/or political expenditures.

Committees of the Board

The Board has established four standing committees to facilitate and assist the Board in the execution of its responsibilities. The four standing committees are the Audit Committee, the Compensation Committee, the Governance Committee and the Finance Committee. Each standing committee operates under a written charter, which sets forth the functions and responsibilities of the committee. A copy of the charter for each of the Audit Committee, the Compensation Committee and the Governance Committee can be obtained by writing to us at ION Geophysical Corporation, Attention: Corporate Secretary, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855 and can also be viewed on our website at https://www.iongeo.com/investor-relations/governance/. The Audit Committee, Compensation Committee, Governance Committee and Finance Committee are composed entirely of non-employee directors. In addition, the Board establishes temporary special committees from time to time on an as-needed basis. During 2020, the Audit Committee met five times, the Compensation Committee met five times, and the Governance Committee met four times. The Finance Committee did not meet.

The current members of the four standing committees of the Board are identified below.

Director

Compensation
Committee

Audit
Committee

Governance
Committee

Finance
Committee

James M. Lapeyre, Jr.

Michael Y. McGovern

Chair

S. James Nelson, Jr.

Chair

John N. Seitz

Chair

Christopher T. Usher

Zhang ShaoHua

Member

Audit Committee

The Audit Committee is a separately-designated standing audit committee as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee oversees matters relating to financial reporting, internal controls, risk management and compliance. These responsibilities include appointing, overseeing, evaluating and approving the fees of our independent auditors, reviewing financial information that is provided to our shareholders and others,

TABLE OF CONTENTS

reviewing with management our system of internal controls and financial reporting processes, and monitoring our compliance program and system.

The Board has determined that each member of the Audit Committee is financially literate and satisfies the definition of “independent” as established under the NYSE corporate governance listing standards and Rule 10A-3 under the Exchange Act. In addition, the Board has determined that Mr. Nelson, the Chairman of the Audit Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations, and has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and Rule 10A-3.

Compensation Committee

General. The Compensation Committee has responsibility for the compensation of our executive officers, including our Chief Executive Officer, and the administration of our executive compensation and benefit plans. The Compensation Committee also has authority to retain or replace outside counsel, compensation and benefits consultants or other experts to provide it with independent advice, including the authority to approve the fees payable and any other terms of retention. All actions regarding named executive officer compensation require Compensation Committee approval. The Compensation Committee completes a comprehensive review of all elements of compensation at least annually. If it is determined that any changes to any executive officer’s total compensation are necessary or appropriate, the Compensation Committee obtains such input from management as it determines to be necessary or appropriate. All compensation decisions with respect to executives other than our Chief Executive Officer are determined in discussion with, and frequently based in part upon the recommendation of, our Chief Executive Officer. The Compensation Committee makes all determinations with respect to the compensation of our Chief Executive Officer, including, but not limited to, establishing performance objectives and criteria related to the payment of his compensation, and determining the extent to which such objectives have been established, obtaining such input from the Compensation Committee’s independent compensation advisors as it deems necessary or appropriate.

As part of its responsibility to administer our executive compensation plans and programs, the Compensation Committee, usually near the beginning of the calendar year, establishes the parameters of the annual incentive plan awards, including the performance goals relative to our performance that will be applicable to such awards and the similar awards for our other senior executives. It also reviews our performance against the objectives established for awards payable in respect of the prior calendar year, and confirms the extent, if any, to which such objectives have been obtained, and the amounts payable to each of our executive officers in respect of such achievement.

The Compensation Committee also determines the appropriate level and type of awards, if any, to be granted to each of our executive officers pursuant to our equity compensation plans, and approves the total annual grants to other key employees, to be granted in accordance with a delegation of authority to a corporate human resources officer or other Company officer.

The Compensation Committee reviews, and has the authority to recommend to the Board for adoption, any new executive compensation or benefit plans that are determined to be appropriate for adoption by ION, including those that are not otherwise subject to the approval of our shareholders. It reviews any contracts with current or former elected officers of the corporation. In connection with the review of any such contract, the Compensation Committee may seek from its independent advisors such advice, counsel and information as it determines to be appropriate in the conduct of such review. The Compensation Committee will direct such outside advisors as to the information it requires in connection with any such review, including data regarding competitive practices among the companies with which ION generally compares itself for compensation purposes.

Compensation Committee Interlocks and Insider Participation

The Board has determined that each member of the Compensation Committee satisfies the definition of “independent” as established under the NYSE corporate governance listing standards. No member of the Compensation Committee is, or was during 2020, an officer or employee of ION. Mr. Lapeyre is President and Manager and a significant equity owner of Laitram, L.L.C, which has had a business relationship

TABLE OF CONTENTS

with ION since 1999. During 2020, the Company paid Laitram and its affiliates $0.7 million, which consisted of manufacturing services and reimbursement of costs. In addition, the Company is currently subleasing approximately 47,800 square feet of office space to Laitram. See “Board of Directors and Corporate Governance — Certain Transactions and Relationships.”

During 2020:

•

No executive officer of ION served as a member of the compensation committee of another entity, one of whose executive officers served as a director or on the Compensation Committee of ION; and

•

No executive officer of ION served as a director of another entity, one of whose executive officers served on the Compensation Committee of ION.

Governance Committee

The Governance Committee functions as the Board’s nominating and corporate governance committee and advises the Board with regard to matters relating to governance practices and policies, management succession, and composition and operation of the Board and its committees, including reviewing potential candidates for membership on the Board and recommending to the Board nominees for election as directors of ION. In addition, the Governance Committee reviews annually with the full Board and our Chief Executive Officer the succession plans for senior executive officers and makes recommendations to the Board regarding the selection of individuals to occupy these positions. The Board has determined that each member of the Governance Committee satisfies the definition of “independent” as established under the NYSE corporate governance listing standards.

In identifying and selecting new director candidates, the Governance Committee considers the Board’s current and anticipated strengths and needs and a candidate’s experience, knowledge, skills, expertise, integrity, diversity, ability to make independent analytical inquiries, understanding of our Company’s business environment, willingness to devote adequate time and effort to Board responsibilities, and other relevant factors. The Governance Committee has not established specific minimum age, education, years of business experience, or specific types of skills for potential director candidates, but, in general, expects that qualified candidates will have ample experience and a proven record of business success and leadership. The Governance Committee also seeks an appropriate balance of experience and expertise in accounting and finance, technology, management, international business, compensation, corporate governance, strategy, industry knowledge and general business matters. In addition, the Governance Committee seeks diversity on our Board, including diversity of experience, professions, skills, geographic representation, and backgrounds. The committee may rely on various sources to identify potential director nominees, including input from directors, management and others the Governance Committee feels are reliable, and professional search firms.

Our Bylaws permit shareholders to nominate individuals for director for consideration at an annual shareholders’ meeting. A proper director nomination may be considered at our 2022 Annual Meeting only if the proposal for nomination is received by ION no later than January 14, 2022. All nominations should be directed to Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 100, Houston, Texas 77042-2855.

The Governance Committee will consider properly submitted recommendations for director nominations made by a shareholder or other sources (including self-nominees) on the same basis as other candidates. For consideration by the Governance Committee, a recommendation of a candidate must be submitted timely and in writing to the Governance Committee in care of our Corporate Secretary at our principal executive offices. The submission must include sufficient details regarding the qualifications of the potential candidate. In general, nominees for election should possess (1) the highest level of integrity and ethical character, (2) strong personal and professional reputation, (3) sound judgment, (4) financial literacy, (5) independence, (6) significant experience and proven superior performance in professional endeavors, (7) an appreciation for Board and team performance, (8) the commitment to devote the time necessary, (9) skills in areas that will benefit the Board and (10) the ability to make a long-term commitment to serve on the Board.

TABLE OF CONTENTS

Finance Committee

From time to time, the Finance Committee reviews, with ION management, and has the power and authority to approve on behalf of the Board, ION’s strategies, plans, policies and actions related to corporate finance, including, but not limited to, (a) capital structure plans and strategies and specific equity or debt financings, (b) capital expenditure plans and strategies and specific capital projects, (c) strategic and financial investment plans and strategies and specific investments, (d) cash management plans and strategies and activities relating to cash flow, cash accounts, working capital, cash investments and treasury activities, including the establishment and maintenance of bank, investment and brokerage accounts, (e) financial aspects of insurance and risk management, (f) tax planning and compliance, (g) dividend policy, (h) plans and strategies for managing foreign currency exchange exposure and other exposures to economic risks, including plans and strategies with respect to the use of derivatives, and (i) reviewing and making recommendations to the Board with respect to any proposal by ION to divest any asset, investment, real or personal property, or business interest if such divestiture is required to be approved by the Board. The Finance Committee does not have oversight responsibility with respect to ION’s financial reporting, which is the responsibility of the Audit Committee. The Board has determined that each member of the Finance Committee (including its Chairman) satisfies the definition of “independent” as established under the NYSE corporate governance listing standards.

Stock Ownership Requirements

The Board has adopted stock ownership requirements for ION’s directors. The Board adopted these requirements in order to align the economic interests of the directors with those of our shareholders and further focus our emphasis on enhancing shareholder value. Under these requirements, each non-employee director is expected to own at least 7,500 shares of Common Stock, which, at the $2.43 closing price per share of our Common Stock on the NYSE on December 31, 2020 equates to approximately 50% of the $36,800 annual retainer fee we pay to our non-employee directors. Directors have three years to acquire and increase the director’s ownership of ION Common Stock to satisfy the requirements. The stock ownership requirements are subject to modification by the Board in its discretion. The Board has also adopted stock ownership requirements for senior management of ION. See “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation — Stock Ownership Requirements; Hedging Policy” below.

The Governance Committee and the Board regularly review and evaluate ION’s directors’ compensation program on the basis of current and emerging compensation practices for directors, emerging legal, regulatory and corporate compliance developments and comparisons with director compensation programs of other similarly-situated public companies.

Certain Transactions and Relationships

The Board has adopted a policy to be followed prior to any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, including any indebtedness or guarantee of indebtedness, between ION and a “Related Party” where the aggregate amount involved is expected to exceed $120,000 in any calendar year. Under the policy, “Related Party” includes (a) any person who is or was an executive officer, director or nominee for election as a director (since the beginning of the last fiscal year); (b) any person or group who is a greater-than-5% beneficial owner of ION voting securities; or (c) any immediate family member of any of the foregoing, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, and anyone residing in the home of an executive officer, director or nominee for election as a director (other than a tenant or employee). Under the policy, the Audit Committee of the Board is responsible for reviewing the material facts of any Related Party transaction and approving or ratifying the transaction. In making its determination to approve or ratify, the Audit Committee is required to consider such factors as (i) the extent of the Related Party’s interest in the transaction, (ii) if applicable, the availability of other sources of comparable products or services, (iii) whether the terms of the Related Party transaction are no less favorable than terms generally available in unaffiliated transactions under like circumstances, (iv) the benefit to ION and (v) the aggregate value of the Related Party transaction.

TABLE OF CONTENTS

Mr. Lapeyre is the President and Manager and a significant equity owner of Laitram, L.L.C. (“Laitram”) and has served as President and Manager of Laitram and its predecessors since 1989. Laitram is a privately-owned, New Orleans-based manufacturer of food processing equipment and modular conveyor belts. Mr. Lapeyre and Laitram together owned approximately 5.7% of our outstanding Common Stock as of April 30, 2021. Mr. Lapeyre held approximately $2 million (face value) of our Old Notes. In our Exchange Offer, which closed in April 2021, he exchanged his Old Notes for $1,807,000 in New Notes, and for other consideration. Laitram purchased $2,833,000 of New Notes in the Rights Offering that closed on that same date.

We acquired DigiCourse, Inc., our marine positioning products business, from Laitram in 1998. In connection with that acquisition, we entered into a Continued Services Agreement with Laitram under which Laitram agreed to provide us certain bookkeeping, software, manufacturing, and maintenance services. Manufacturing services consist primarily of machining of parts for our marine positioning systems. The term of this agreement expired in September 2001 but we continue to operate under its terms. In addition, from time to time, when we have requested, the legal staff of Laitram has advised us on certain intellectual property matters with regard to our marine positioning systems. During each of 2020 and 2019, the Company paid Laitram and its affiliates $0.7 million, which consisted of manufacturing services and reimbursement of costs in connection with our marine devices business.

In addition, beginning in April of 2019, the Company subleased approximately 47,800 square feet of building space to Laitram. In the opinion of the Company’s management, the terms of these services were fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of their performance.

Mr. Zhang ShaoHua is General Manager of BGP, which has been a customer of our products and services for many years. For 2020 and 2019, the Company recorded revenues from BGP of $2.7 million and $2.2 million, respectively. Receivables due from BGP were $0.8 million and $1.5 million at December 31, 2020 and 2019, respectively. From time to time, the Company enters into partnership agreements with BGP related to new data acquisition projects whereby BGP receives a certain percentage of revenue recognized for those projects. As of December 31, 2020 and 2019, the Company owed BGP $3.4 million and $3.1 million, respectively.

For 2020 and 2019, the Company recorded revenues from sales to INOVA Geophysical Equipment Limited (a Company/BGP joint venture described in the next paragraph) of $1.1 million and $0.5 million related to geophones sold by the Company.

In March 2010, prior to Mr. Zhang ShaoHua being appointed to the Board, we entered into certain transactions with BGP that resulted in the commercial relationships between our Company and BGP as described below:

•

We issued and sold approximately 1,585,969 shares of our Common Stock to BGP for an effective purchase price of $42.00 per share pursuant to (i) a Stock Purchase Agreement we entered into with BGP and (ii) the conversion of the principal balance of indebtedness outstanding under a Convertible Promissory Note dated as of October 23, 2009. As of April 30, 2021, BGP held beneficial ownership of approximately 5.5% of our outstanding shares of Common Stock. The shares of our Common Stock acquired by BGP are subject to the terms and conditions of an Investor Rights Agreement that we entered into with BGP in connection with its purchase of our shares, dated March 25, 2010, and amended effective February 22, 2021 (as amended, the “Investor Rights Agreement”). Under the Investor Rights Agreement, for so long as BGP owns as least 5% of our outstanding shares of Common Stock, BGP will have the right to nominate one director to serve on our Board. The appointment of Mr. Zhang ShaoHua to our Board was made pursuant to this agreement. The Investor Rights Agreement also provides that whenever we may issue shares of our Common Stock or other securities convertible into, exercisable or exchangeable for our Common Stock, BGP will have certain pre-emptive rights to subscribe for a number of such shares or other securities as may be necessary to retain its proportionate ownership of our Common Stock that would exist before such issuance. These pre-emptive rights are subject to usual and customary exceptions, such as issuances of securities as equity compensation to our directors, employees and consultants and under employee stock purchase plans.

TABLE OF CONTENTS

•

We formed a joint venture with BGP, owned 49% by us and 51% by BGP, to design, develop, manufacture and sell land-based seismic data acquisition equipment for the petroleum industry. The name of the joint venture company is INOVA Geophysical Equipment Limited. Under the terms of the joint venture transaction, INOVA Geophysical was initially formed as a wholly-owned direct subsidiary of ION, and BGP acquired its interest in the joint venture by paying us aggregate consideration of (i) $108.5 million in cash and (ii) contributing certain assets owned by BGP relating to the business of the joint venture.

As noted above, the holders of our New Notes are entitled to appoint two additional directors to our Board. As of the date of this filing they have not been appointed.

Director Compensation

ION employees who are also directors do not receive any fee or remuneration for services as members of our Board. We currently have seven non-employee directors who qualify for compensation as directors. In addition to being reimbursed for all reasonable out-of-pocket expenses that the director incurs attending Board meetings and functions, our outside directors receive an annual retainer fee of $36,800. In addition, our Chairman of the Board receives an annual retainer fee of $20,000, our Chairman of the Audit Committee receives an annual retainer fee of $16,000, our Chairman of the Compensation Committee receives an annual retainer fee of $12,000, our Chairman of the Governance Committee receives an annual retainer fee of $8,000 and our Chairman of the Finance Committee receives an annual retainer fee of $8,000. Our non-employee directors also receive, in cash, $1,600 for each Board meeting attended and $1,600 for each committee meeting attended (unless the committee meeting is held in conjunction with a Board meeting, in which case the fee for committee meeting attendance is $800) and $800 for each Board or committee meeting attended via teleconference.

Each non-employee director also receives an initial grant of 533 vested shares of our Common Stock on the first quarterly grant date after joining the Board and follow-on grants each year of a number of shares of our Common Stock equal in market value to $88,000, up to an annual grant of 2,500 shares per director. If the value of 2,500 shares, on the date of the grant, is less than $88,000, then each non-employee director receives the difference, in cash, in four quarterly payments.

In view of the serious market downturn precipitated primarily by the COVID-19 pandemic, and in conjunction with the reduction in force, pay reductions and furloughs the Company undertook in 2020, the Board elected in April 2020 to reduce cash payments by 20%.

The following table summarizes the compensation earned by our non-employee directors in 2020:

Name(1)	Retainer and Meeting Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(4)		Total ($)
David H. Barr		73,000		9,125		—		—		58,325(5)		140,450
James M. Lapeyre, Jr.		85,600		9,125		—		—		58,325(5)		153,050
Michael McGovern		58,000		9,125		—		—		71,651(6)		138,776
S. James Nelson, Jr.		80,800		9,125		—		—		58,325(5)		148,250
John N. Seitz		68,000		9,125		—		—		58,325(5)		135,450
Tina L. Wininger		56,000		9,125		—		—		72,218(7)		137,343
HuaSheng Zheng		45,000		9,125		—		—		58,325(5)		112,450

(1)

Christopher T. Usher, our President and Chief Executive Officer, is not included in this table because he was an employee of ION during 2020, and therefore received no compensation for his services as director. The compensation received by Mr. Usher as an employee of ION during 2020 is shown in the Summary Compensation Table contained in “— Executive Compensation”.

TABLE OF CONTENTS

(2)

For the last several years, each non-employee director has been granted an annual award of 2,500 shares of ION Common Stock from our Second Amended and Restated 2013 Long-Term Incentive Plan (“2013 LTIP”) or Third Amended and Restated 2013 Long-Term Incentive Plan (“2018 LTIP”; the 2013 LTIP and the 2018 LTIP, collectively, the “LTIP”). This column shows the fair value of the grants made in 2020 (in each case using the closing price of the Company’s Common Stock on the NYSE on the date of the grant or, where applicable, the first trading date thereafter).

(3)

Received a restricted stock award on March 1, 2020. The value was calculated using the March 2, 2020 closing price on the NYSE of $3.65 per share, the first business day after the grant date.

(4)

As noted in footnote (2), each year, non-employee directors receive an annual grant of 2,500 shares of restricted stock, typically on March 1. In 2015, the Board approved an annual cash “true-up” such that, if the value of the 2,500 shares on the grant date is less than $88,000, each director will receive cash in an amount that, when added to the value of the grant, equals $88,000. The cash true-up is typically paid quarterly on June 1, September 1 and December 1 of the current year, and March 1 of the next following year. In 2020, no true-up was paid on December 1. The column to which this footnote pertains shows the value of the cash true-ups paid to each director in 2020.

(5)

Received a true-up payment of $18,887.50 on March 1, 2020 (in respect of his March 1, 2019 grant, which was valued at $75,550, based on the NYSE closing price, that day, of $13.78 per share), and $19,718.75 on each of June 1 and September 1 (in respect of his March 1, 2020 grant, valued as set forth in the table above). Mr. Barr, who retired from the Board on May 6, 2021, served throughout 2020 and so is included in this table. Mr. HuaSheng Zheng also served throughout 2020 and retired from the Board on February 7, 2021.

(6)

Received a true-up payment of $32,213.03 on March 1, 2020 (in respect of his September 1, 2019 grant, which was valued at $64,426.07, based on the NYSE closing price, that day, of $7.40 per share), and $19,718.75 on each of June 1 and September 1 (in respect of his March 1, 2020 grant, valued as set forth in the table above).

(7)

Received a true-up payment of $32,780.79 on March 1, 2020 (in respect of her September 1, 2019 grant, which was valued at $66,933.17, based on the NYSE closing price, that day, of $7.40 per share), and $19,718.75 on each of June 1 and September 1 (in respect of her March 1, 2020 grant, valued as set forth in the table above). Ms. Wininger, who retired from the Board on May 6, 2021, served throughout 2020 and so is included in this table.

As of December 31, 2020, our non-employee directors held the following unvested and unexercised ION equity awards:

Name	Unvested Stock Awards(#)		Unexercised Option Awards(#)
David H. Barr(1)		2,500		—
James M. Lapeyre, Jr.		2,500		—
Michael Y. McGovern		2,500		—
S. James Nelson, Jr.		2,500		—
John N. Seitz		2,500		—
Tina L. Wininger(2)		2,500		—
HuaSheng Zheng(3)		2,500		—

(1)

Retired from the Board on May 6, 2021. Served throughout 2020.

(2)

Retired from the Board on May 6, 2021. Served throughout 2020.

(3)

Retired from the Board on February 7. 2021. Served throughout 2020.

TABLE OF CONTENTS

OWNERSHIP OF EQUITY SECURITIES OF ION

The following table sets forth information as of May 7, 2021, with respect to the number of shares of Common Stock owned by (i) each person known by us to be a beneficial owner of more than 5% of our Common Stock, (ii) each of our directors, (iii) each of our executive officers named in the 2020 Summary Compensation Table included in this Proxy Statement (except Steven A. Bate, who ceased serving as Chief Financial Officer on February 1, 2020) and (iv) all of our directors and executive officers named in the 2020 Summary Compensation Table (save for Mr. Bate, and for Hua Sheng Zeng, who retired from the Board on February 7, 2021, and for David Barr and Tina Wininger, who retired from the Board on May 6, 2021) as a group. Except where information was otherwise known by us, we have relied solely upon filings of Schedules 13D and 13G to determine the number of shares of our Common Stock owned by each person known to us to be the beneficial owner of more than 5% of our Common Stock as of such date.

Name of Owner	Common Stock(1)		Rights to Acquire(2)		Restricted Stock(3)		Percent of Common Stock(4)
Gates Capital Management(5)		4,713,354						16.4%
James M. Lapeyre, Jr.(6)		1,634,850				2,500		5.7%
BGP Inc., China National Petroleum Corporation(7)		1,585,969						5.5%
Laitram, L.L.C.(8)		979,816						3.4%
Christopher T. Usher		136,233		39,163		116,480		1.0%
Kenneth G. Williamson		110,714		56,667		29,810		*
Michael Y. McGovern		4,793				2,500		*
S. James Nelson, Jr.		21,766				2,500		*
John N. Seitz		23,759

SEC Form DEF 14A filed by Ion Geophysical Corporation