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DEF 14A 1 proxy-fye21xdefinitive.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☒						Definitive Proxy Statement

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MIND Technology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 15, 2021. The Notice of Virtual Annual Meeting of Stockholders, our Proxy Statement for the Annual Meeting and our Annual Report to Stockholders for the fiscal year ended January 31, 2021 are available at www.viewproxy.com/MINDTechnology/2021



SOLICITATION OF PROXIES			1
Purpose, Place, Date and Time			1
Expenses of Solicitation			1
Stockholders Sharing the Same Last Name and Address			1
VOTING OF SECURITIES			2
Record Date; Stockholders Entitled to Vote			2
Quorum; Discretionary Authority			2
Abstentions and Broker Non-Votes; Vote Required			2
Revocation of Proxies			3
CORPORATE GOVERNANCE			3
Our Governance Practices			3
Our Board			4
Committees of Our Board			5
Director Nomination Process			8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			8
TRANSACTIONS WITH RELATED PERSONS			8
Policies and Procedures			8
Transactions			9
STOCK OWNERSHIP MATTERS			10
Principal Holders of Securities			10
Security Ownership of Management			11
PROPOSAL 1: ELECTION OF DIRECTORS			12
General			12
Information About Director Nominees			12
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			14
EXECUTIVE COMPENSATION			15
Summary Compensation Table for Fiscal Year			15
Narrative Disclosure to Summary Compensation Table			17
Base Salary			17
Bonus Awards			17
Long-Term Equity-Based Incentives			17
Other Benefits			18
Employment, Severance or Change in Control Agreements			19
Results of Prior Year Advisory Vote on Executive Compensation and Fiscal 2021 Compensation Decisions			20
Outstanding Equity Awards Value at Fiscal 2021 Year-End Table			21



DIRECTOR COMPENSATION			22
General			22
Retainer and Fees			22
Equity-Based Compensation			23
PROPOSAL 2: A PPROVAL OF THE THIRD AMENDMENT TO THE STOCK AWARDS PLAN			24
PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			31
PROPOSAL 4: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			33
FEES AND EXPENSES OF MOSS ADAMS LLP			34
AUDIT COMMITTEE REPORT			35
202 1 ANNUAL REPORT			36
DELINQUENT SECTION 16(A) REPORTS			36
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			36
APPENDIX A			37


	Common Stock Beneficially Owned			Preferred Stock Beneficially Owned
Name and Address of Beneficial Owner(1)	Number of Shares	Percent of Class(2)		Number of Shares	Percent of Class(3)
Ariel Investments, LLC	1,597,088(4)	11.6	%	—	—
200 E. Randolph Drive Suite 2900 Chicago, IL 60601
Renaissance Technologies LLC	864,062(5)	6.3	%	—	—
800 Third Ave New York, NY 10022
The Vanguard Group	689,643(6)	5.0	%	—	—
100 Vanguard Blvd. Malvern, PA 19355






Mitsubishi Heavy Industries, Ltd.	—	—		174,046	16.3	%
6-1, 6-Chome, Hikoshima-Enoura-Cho Shimonoseki 750-8505 Japan


	Common Stock Beneficially Owned
Name of Beneficial Owner(1)	Number of Shares	Percent of Class(2)
Peter H. Blum	677,194(3)	4.7	%
William H. Hilarides	28,832(4)	*
Robert J. Albers	139,466(5)	1.0	%
Thomas S. Glanville	120,166(6)	*
Marcus Rowland	110,166(7)	*
Robert P. Capps	318,596(8)	2.3	%
Guy Malden	304,247(9)	2.2	%
Dennis P. Morris	152,234(10)	1.1	%
Mark A. Cox	56,666(11)	*
All current directors and executive officers as a group (9 persons)	1,907,567(12)	12.2	%


Name	Age	Positions Held	Director Since
Peter H. Blum	64	Non-Executive Chairman	2000
Robert P. Capps	67	Director, Co-Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer	2004
William H. Hilarides	62	Director	2019
Robert J. Albers	80	Director	2008
Thomas S. Glanville	62	Director	2015
Marcus Rowland	68	Director	2015


Name						Position
Robert P. Capps						Co-Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer
Guy Malden						Co-Chief Executive Officer and Executive Vice President of Marine Systems
Dennis P. Morris						Vice President and Chief Operating Officer
Mark A. Cox						Chief Accounting Officer and Vice President Finance and Accounting


Name and Principal Position	Fiscal Year Ended January 31	Salary	Stock Awards(1)	Option Awards(2)	All Other Compensation(2)	Total
		($)		($)	($)	($)
Robert P. Capps	2021	255,000	—	—	12,090	267,090
Co-Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer	2020	281,325	—	93,702	13,257	388,284
Guy Malden	2021	247,754	—	—	12,825	260,579
Co-Chief Executive Officer and Executive Vice President Marine Systems	2020	271,948	—	93,702	15,013	380,663
Dennis P. Morris	2021	237,500	18,750	140,725	32,813	429,788
Vice President and Chief Operating Officer	2020	—	—	—	—	—
Mark A. Cox	2021	206,000	—	—	10,129	216,129
Chief Accounting Officer and Vice President Finance and Accounting	2020	204,000	—	37,481	10,164	251,645


Name	Life Insurance Premiums	Automobile Costs(a)	401(k) Matching Contributions	Other(b)	Total
	($)	($)	($)	($)	($)
Robert P. Capps	1,890	—	10,200	—	12,090
Guy Malden	1,890	1,075	9,860	—	12,825
Dennis P. Morris	1,163	—	6,650	25,000	32,813
Mark A. Cox	1,890	—	8,239	—	10,129


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Robert P. Capps	60,000	—	5.00	5/27/2025	—	0	—
	60,000	—	2.80	1/12/2026	—		—
	90,000	—	4.62	2/15/2027	—		—
	33,333	16,667(1)	3.79	7/12/2028	—		—
	16,666	33,334(2)	4.19	7/23/2029	—		—
Guy Malden	60,000	—	5.00	5/27/2025	—		—
	60,000	—	2.80	1/12/2026	—		—
	90,000	—	4.62	2/15/2027	—		—
	33,333	16,667(1)	3.79	7/12/2028	—		—
	16,666	33,334(2)	4.19	7/23/2029	—		—
Dennis P. Morris	—	250,000(3)	1.25	3/31/2030	15,000		32,100(4)
Mark A. Cox	30,000	—	4.64	2/22/2027	—		—
	13,333	6,667(1)	3.79	7/12/2028	—		—
	6,666	13,334(2)	4.19	7/23/2029	—		—


*			Less than 1%


						Fiscal 2021
						$
Annual retainers:

Non-executive chairman						50,000
Member of Audit Committee						7,500
Chairman of Audit Committee						8,500
Member of Compensation Committee						5,000
Chairman of Compensation Committee						6,000
Member of Nominating Committee						4,000
Chairman of Nominating Committee						4,000
Member of Strategic Planning Committee						10,000
Chairman of Strategic Planning Committee						30,000
Each Board meeting attended						3,500


Description	January 31, 2021		May 17, 2021

Total number of outstanding options, warrants and rights	2,586,334		2,549,667
Weighted average exercise price of total number of outstanding options, warrants and rights	$	4.09	$	4.07
Weighted average remaining term of total number of outstanding options, warrants and rights	6.65		6.35
Total number of outstanding full value awards	—		—
Number of common shares remaining available for future issuance (excluding outstanding options, warrants and rights)	615,859		615,859
Common shares outstanding	13,766,680		13,774,104



Objective						How Our Executive Compensation Program Achieves This Objective
Providing a competitive compensation package that attracts, motivates and retains qualified and highly-skilled officers who are key to our long-term success						We analyze compensation packages provided to the officers of other companies in our industry and with whom we compete for executive talent. Based on this analysis, we attempt to provide a base compensation package that is competitive with those companies.

Rewarding individual performance while ensuring a meaningful link between our operational performance and the total compensation received by our officers						We consider our overall financial performance and the performance of each individual when determining cash incentive awards, and did not pay annual cash bonus awards for fiscal 2021. A meaningful portion of incentive compensation consists of long-term equity awards.

Avoiding policies and practices that create risks that might have a material adverse effect on us						We do not award multi-year guaranteed bonuses or disproportionate equity grants that provide unlimited upside with no downside. We do not utilize specific performance metrics in determining compensation, other than setting a minimum EBITDA performance goal for payout of our fiscal 2021 cash bonuses, which was not attained.

Avoiding the creation of an environment that might cause undue pressure to meet specific financial goals						We do not use specific prospective financial targets in determining compensation awards, other than setting a minimum EBITDA performance goal for payout of our fiscal 2021 cash bonuses, which was not attained.


Name	Fees Earned or Paid in Cash	Stock Awards (1)	Option Awards (2)	Total
	($)	($)	($)	($)
Peter H. Blum, Non-Executive Chairman	93,750	—	—	93,750
Robert J. Albers	70,125	—	—	70,125
Thomas S. Glanville	53,250	—	—	53,250
Marcus Rowland	43,875	—	—	43,875
William H. Hilarides	50,625	—	—	50,625


Named Executive Officer						Number of Stock Options Granted

Robert P. Capps Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer						310,000
Guy Malden Co-Chief Executive Officer and Executive Vice President Marine Systems						310,000
Dennis P. Morris Vice President and Chief Operating Officer						250,000
Mark A. Cox Chief Accounting Officer and Vice President Finance and Accounting						70,000
All Current Executive Officers as a Group						940,000
All Current Directors as a Group (other than Executive Officers)						547,000
All Current Employees (including Officers other than Executive Officers)						1,092,667


	2021		2020
Audit fees(1)	$	421,625	$	395,078



Total Fees	421,625		395,078

SEC Form DEF 14A filed by MIND Technology, Inc.