MIND TECHNOLOGY INC
For the period ended Dec 12, 2024. Filed Oct 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 12, 2024 · Filed Oct 25, 2024
Contents
General
Each year, the Compensation Committee reviews the total compensation paid to our non-employee directors and the Non-Executive Chairman of our Board. The purpose of the review is to ensure that the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties and to fairly compensate directors for their service. The review includes the consideration of qualitative and comparative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (1) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (2) the level of continuing education required to remain informed of broad corporate governance trends and material developments and strategic initiatives within the Company; and (3) the risks associated with fulfilling their fiduciary duties.
The following table sets forth a summary of the compensation we paid to our non-employee directors during fiscal 2024. Mr. Capps, who is a full-time employee, received no compensation for serving as a director.
Director Compensation for the Fiscal Year Ended January 31, 2024
| Fees Earned or Paid · Stock Awards · Option Awards | |||||||
|---|---|---|---|---|---|---|---|
| Name | in Cash | (1) | (2) | Total | |||
| ($) · ($) · ($) · ($) | |||||||
| Peter H. Blum, Non-Executive Chairman | 123,125 | — | — | 123,125 | |||
| Alan P. Baden | 55,575 | — | — | 55,575 | |||
| Thomas S. Glanville | 67,450 | — | — | 67,450 | |||
| Nancy P Harned (3) | 45,000 | — | — | 45,000 | |||
| William H. Hilarides | 66,875 | — | — | 66,875 | |||
| (1) | This column includes the grant date fair value of the stock awards granted to our non-employee directors computed in accordance with FASB ASC Topic 718 and determined without regard to estimated forfeitures. These amounts reflect our accounting valuation of these awards. The assumptions used in the calculation of these amounts are discussed in Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. The were no stock awards granted in fiscal 2024. |
| (2) | This column includes the grant date fair value of the option awards to our non-employee directors computed in accordance with FASB ASC Topic 718 and determined without regard to estimated forfeitures. These amounts reflect our accounting valuation of these awards, and do not correspond to the actual value that may be recognized by our non-employee directors. The assumptions used in the calculation of these amounts are discussed in Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. There were no option awards granted in fiscal 2024. |
| (3) | Ms. Harned resigned her position on the Board effective October 31, 2023. |
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