Use these links to rapidly review the document
TABLE OF CONTENTS

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.          )

Table of Contents

ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 400100
Houston, Texas 77042-283977042-2855
(281) 933-3339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 18, 201617, 2017

To ION's Shareholders:

        The 20162017 Annual Meeting of Shareholders of ION Geophysical Corporation will be held in the offices of the companyCompany located at 2105 CityWest Boulevard, Houston, Texas, on Wednesday, May 18, 2016,17, 2017, at 10:30 a.m., local time, for the following purposes:

        1.     Elect the threetwo 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.     Advisory (non-binding) vote on the frequency of shareholder votes on executive compensation;

        4.     Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2016;2017; and

        4.5.     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 March 31, 2016,2017, 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.

        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 sign, date and return your enclosed proxy card as soon as possible so that your shares can be voted at the meeting.

				By Authorization of the Board of Directors
				Jamey S. Seely Executive Vice President, General Counsel and Corporate Secretary

April 14, 201613, 2017
Houston, Texas

Table of Contents

Important Notice Regarding the Availability of Proxy Materials
For the Annual Shareholders' Meeting to be held on May 18, 201617, 2017

The Proxy Statement and our 20152016 annual report to shareholders
are available at www.iongeo.com under "Investor Relations—Investor Materials—
Annual Report & Proxy Statement."

        The Annual Meeting of Shareholders of ION Geophysical Corporation will be held on May 18, 2016,17, 2017, at the offices of the companyCompany located at 2105 CityWest Boulevard, Houston, Texas, beginning at 10:30 a.m., local time.

        The matters intended to be acted upon are:

1.

Elect the threetwo 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.

Advisory (non-binding) vote on the frequency of shareholder advisory votes on executive compensation;



4.

Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2016;2017; and

        4.     



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 approval of an executive compensation vote to be held every year and the ratification of the appointment of Grant Thornton LLP.

        The Proxy Statement for the 20162017 Annual Meeting of Shareholders and the 20152016 annual report to shareholders are being made available at the website location specified above.

        Directions to the annual meeting are also provided in the accompanying Proxy Statement under "About the Meeting—Where will the Annual Meeting be held?"

Table of Contents

ION GEOPHYSICAL CORPORATION
2105 CityWest Boulevard, Suite 400100
Houston, Texas 77042-283977042-2855
(281) 933-3339

April 14, 201613, 2017

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 18, 201617, 2017

        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 20162017 Annual Meeting of Shareholders ("Annual Meeting") of ION Geophysical Corporation ("ION"). The Annual Meeting will be held at 2105 CityWest Boulevard, Houston, Texas, on May 18, 2016,17, 2017, at 10:30 a.m., local time. The proxies also may be voted at any adjournments or postponements of the Annual Meeting.

        The mailing address of our principal executive offices is 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855. We are mailing the proxy materials to our shareholders beginning on or about April 14, 2016.13, 2017. 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.

        Only owners of record of our outstanding shares of our Common Stock, par value $0.01 ("Common Stock") on March 31, 20162017 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 March 31, 2016,2017, there were 11,335,54512,072,605 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. On February 4, 2016, we completed a one-for-15 reverse stock split, and our Common Stock began trading on a reverse-split adjusted basis on February 5, 2016. Unless otherwise specified in this Proxy Statement, all information presented in this Proxy Statement is presented on a post-reverse stock split basis.

Table of Contents

TABLE OF CONTENTS

Table of Contents

20162017 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

Executive Compensation Highlights

        ION is committed to paying for performance. We provide the majority of compensation 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- termnear-term and long-term profitable company growth.

        The majority of cash compensation is paid through base salary and under our annual incentive cash plan based on company performance relative to financial goals and on individual performance. Under our incentive plan, cash compensation reflects near-term (annual) business performance.

        Equity awards, consisting of stock options and 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 awards generally become fully vested in either three or four years after the grant date, so that compensation realized under the awards reflects the long-term performance of our Common Stock.

        In setting executive officer compensation, the Compensation Committee evaluates individual performance reviews of the executive officers and compensation of a "peer" group consisting of companies participating in various relevant compensation surveys, including Frost'sthe 2015 Oilfield Manufacturing and Services Industry ExecutiveMercer Total Compensation Survey.Survey for the Energy Sector.

        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. Our executive officers' 20162017 compensation also reflects adjustments arising from our normal annual process of assessing pay competitiveness. Year-over-year changes in salaries and equity award levels also reflect promotions, individual performance and competitive market adjustments. The following table shows the total direct

Table of Contents

        The following table shows the total direct compensation granted by the Compensation Committee to our named executive officers in 2016, 2015 2014 and 20132014 (except for Mr. Bate and Ms. Seely, who did not become a named executive officersofficer until 2014 and 2015, respectively)2015):

Table of Contents

ABOUT THE MEETING

What is a proxy and proxy statement?

        A proxy is your legal designation of another person to vote the stock you own on your behalf. That other person is referred to as a "proxy." Our Board has designated R. Brian Hanson and James M. Lapeyre, Jr. as proxies for the 2016 Annual Meeting of Shareholders. By completing and submitting the enclosed proxy card, you are giving Mr. Hanson and Mr. Lapeyre the authority to vote your shares in the manner you indicate on your proxy card. A proxy statement is a document that the regulations of the Securities and Exchange Commission ("SEC") require us to give you when we ask you 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 2016 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 persons 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 Inc. to assist with the solicitation of proxies from banks, brokers, nominees and other holders, for a fee not to exceed $10,500 plus reimbursement for out-of-pocket expenses. We may also ask our proxy solicitor to solicit proxies on our behalf by telephone for a fixed fee of $6 per phone call and $3.50 per telephone vote, plus reimbursement for expenses.

What are the voting rights of holders of Common Stock?

        Each outstanding share of Common Stock is entitled to one vote on each matter considered at the Annual Meeting.

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 20162017 Annual Meeting of Shareholders will be held on the 4^th1st 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 withat the security desk andwhere you will then take the elevatorsbe directed to the 4^th floor.

Table of Contentsfirst floor receptionist.

What is the effect of not voting?

        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

Table of Contents

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- votesnon-votes counted?" below. The election of directors, and the advisory vote on executive compensation and the advisory vote on the frequency of executive compensation votes 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 2016 Annual Meeting of Shareholders is March 31, 2016.2017. 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. 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, 11,335,54512,072,605 shares of Common Stock were outstanding. Thus, the presence of the holders of Common Stock representing at least 5,667,7736,036,303 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 threetwo director nominees to serve until the 20192020 Annual Meeting of Shareholders, shareholders may vote in one of the following ways:

(a)

in favor of all nominees,

Table of Contents

(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 election than votes "for" such election shall promptly tender to the Board his 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.

        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 casting an advisory vote on frequency of shareholder votes on executive compensation?

        For the non-binding advisory vote on the frequency of future shareholder votes on executive compensation, shareholders may cast their vote in favor of one of the following four alternatives:

(a)

every year,



(b)

every two years,



(c)

every three years, or



(d)

abstain from voting.

        The advisory vote regarding the frequency of future shareholder votes to approve executive compensation will be determined by a plurality of the votes cast in the advisory vote. This means that the alternative that receives the greatest number of votes will be considered the frequency that is recommended by our shareholders.

        The Board recommends that you vote in favor of"EVERY YEAR" with respect to the advisory vote regarding the frequency of the shareholder vote on executive compensation. However, notwithstanding the Board's recommendation and the fact that this is a non-binding advisory vote only, the Board intends to accept the results of the shareholder vote on this proposal and hold the next

Table of Contents

advisory vote on executive compensation within the time frame approved by the shareholders at the Annual Meeting.

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 2016,2017, 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

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 any adjournments or postponements of the Annual Meeting, shares with respect to which voting authority has been granted to the proxies will be voted by the proxies in accordance with their judgment.

What if a shareholder does not specify a choice for a matter when submitting their 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"EVERY YEAR" with respect to the non-binding advisory vote on the frequency of future shareholder votes on executive compensation and"FOR" the proposal to ratify the appointment of Grant Thornton as independent auditors for 2016.2017.

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, (ii) the proposal regarding the advisory vote on the frequency of future shareholder votes on executive compensation and (ii)(iii) 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.

Table of Contents

What is the deadline for submitting proposals to be considered for inclusion in the 20172018 proxy statement and for submitting a nomination for director of ION for consideration at the Annual Meeting of Shareholders in 2017?2018?

        Shareholder proposals requested to be included in our 20172018 proxy statement must be received by ION notno later than December 15, 2016.14, 2017. A proper director nomination may be considered at ION's 20172018 Annual Meeting of Shareholders only if the proposal for nomination is received by ION not later than December 15, 2016.14, 2017. Proposals and nominations should be directed to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855.

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

        The notice of Annual Meeting, Proxy Statement and 20152016 Annual Report to Shareholders are posted on ION's Internet website atwww.iongeo.com under "Investor Relations—Investor Materials—Annual Report & Proxy Statement".

Table of Contents

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

        A copy of our 20152016 Annual Report on Form 10-K (without schedules or exhibits) forms a part of our 20152016 Annual Report to Shareholders, which is enclosed with our Proxy Statement. You may obtain an additional copy of our 20152016 Form 10-K at no charge by sending a written request to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855. Our Form 10-K is also available (i) through the Investor Relations section of our website atwww.iongeo.com and (ii) with exhibits on the SEC's website athttp://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.

ITEM 1—ELECTION OF DIRECTORS

        Our Board consists of eight members. 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 II,III, which is the class of directors to be elected at the Annual Meeting, will serve on the Board until our annual meeting in 2019.2020.

        The current Class IIIII directors are David H. Barr, Franklin Myers,Michael C. Jennings and S. James Nelson. Jr.,John N. Seitz, and their terms will expire when their successors are elected and qualified at the 2016 Annual Meeting. At its meeting on February 9, 2016,7, 2017, the Board approved the recommendation of the Governance Committee that Messrs. Barr, MyersJennings and NelsonSeitz be nominated to stand for reelection at the Annual Meeting to hold office until our 20192020 Annual Meeting and until their successors are elected and qualified.

        We have no reason to believe that either 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.

The Board of Directors recommends a vote "FOR" the election of David H. Barr, Franklin Myers,Michael C. Jennings and S. James Nelson, Jr.John N. Seitz

        The biographies of each of the nominees and continuing directors below contains information regarding the person's service as a director, business experience, education, director positions and the

Table of Contents

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 IIIII Director Nominees Forfor Re-Election for Term Expiring In 2020

        Mr. Jennings, age 64, is Chairman of the Board of Directors of HollyFrontier Corporation, a NYSE-listed independent oil refining and marketing company and served as the Company's President & Chief Executive Officer from 2011 to 2016. Prior to joining HollyFrontier, Mr. Jennings was the President, Chief Executive Officer and Chairman of the Board of Frontier Oil Corporation, an independent oil refining and marketing company. Mr. Jennings joined HollyFrontier in July 2011 when Frontier Oil merged with Holly Corporation to form HollyFrontier. Prior to his appointment to President and Chief Executive Officer of Frontier in January 2009, Mr. Jennings served as Frontier's Executive Vice President and Chief Financial Officer. From 2000 until joining Frontier in 2005, Mr. Jennings was employed by Cameron International Corporation as Vice President and Treasurer. From 1998 until 2000, he was Vice President Finance & Corporate Development of Unimin Corporation, a producer of industrial minerals. From 1995 to 1998, Mr. Jennings was employed by Cameron International Corporation as Director, Acquisitions and Corporate Finance. Mr. Jennings also serves on the Board of Directors of Holly Energy Partners, a NYSE-listed master limited partnership partially owned by HollyFrontier Corporation. Mr. Jennings is a member of the Audit and Finance Committees of our Board of Directors. He holds a Bachelor of Arts degree in economics and government from Dartmouth College and a Master of Business Administration degree in finance and accounting from the University of Chicago.

        Mr. Jennings' experience in the global oil refining, marketing and oilfield services businesses enables him to advise the Board on customer and industry issues and perspectives. Given his extensive experience in executive, financial, treasury and corporate development matters, Mr. Jennings is able to provide the Board with expertise in corporate leadership, financial management, corporate planning and strategic development, thereby supporting the Board's efforts in overseeing and advising on strategic and financial matters.

        Mr. Seitz, age 65, 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 is 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, and on the Board of Directors of CASA Exploration, LLC, a privately held company focused on oil & gas exploration and production in Latin America. He formerly serviced on the Board of Directors for Endeavor International, Inc., Constellation Energy Partners LLC, and Gulf United Energy, Inc. Mr. Seitz is a member of the Compensation and Governance Committees 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

Class I Incumbent Directors—Term Expiring In 2018

        Mr. Hanson, age 52, has been our President and Chief Executive Officer since January 1, 2012. He joined ION in May 2006 as our Executive Vice President and Chief Financial Officer and was appointed our President and Chief Operating Officer in August 2011. Prior to joining ION, Mr. Hanson served as the Executive Vice President and Chief Financial Officer of Alliance Imaging, Inc., a NYSE-listed provider of diagnostic imaging services to hospitals and other healthcare providers, from July 2004 until November 2005. From 1998 to 2003, Mr. Hanson held a variety of positions at Fisher Scientific International, Inc., a NYSE-listed manufacturer and supplier of scientific and healthcare products and services, including Vice President Finance of the Healthcare group from 1998 to 2002 and Chief Operating Officer from 2002 to 2003. From 1986 until 1998, Mr. Hanson served in various positions with Culligan Water Conditioning, an international manufacturer of water treatment products and producer and retailer of bottled water products, most recently as Vice President of Finance and Chief Financial Officer. Mr. Hanson received a Bachelor's degree in engineering from the University of New Brunswick and a Master of Business Administration degree from Concordia University in Montreal.

        Mr. Hanson's day-to-day leadership and involvement with our Company provides him with personal knowledge regarding our operations. In addition, Mr. Hanson's financial experience and skills and technical background enable the Board to better understand and be informed with regard to our Company's operations, prospects and financial condition.

        Mr. Hao, age 53, has been employed by China National Petroleum Corporation ("CNPC"), China's largest oil company, and its affiliates in various positions of increasing responsibility since 1984. Since 2006, Mr. Hao has been Chief Geophysicist of BGP Inc., China National Petroleum Corporation ("BGP"). BGP is a subsidiary of CNPC and is the world's largest land seismic contractor. From 2004 to 2006, Mr. Hao was assistant President of BGP, and from 2002 to 2004, he managed the marine department at BGP. From 2000-2002, Mr. Hao was manager of Dagang Geophysical Company, Dagang Oilfield, CNPC. Between 1984 and 2000, Mr. Hao served in various management positions at Dagang Geophysical Company, Dagang Oilfield and CNPC. Mr. Hao is a member of the Finance Committee of our Board. He holds a Bachelor of Science degree in geophysical exploration from China Petroleum University and Masters of Business Administration degrees from the University of Houston and Nankai University in China.

        Mr. Hao has over 25 years of experience in geophysical technology research and development, particularly in seismic data processing and seismic data acquisition system research and development management. Mr. Hao's position with BGP and his extensive knowledge of the global seismic industry enables our Board to receive current input and advice reflecting the perspectives of our seismic contractor customers. In addition, our land equipment joint venture with BGP and the ever-increasing importance of China in the global economy and the worldwide oil and gas industry has elevated our commercial involvement with China and Chinese companies. Mr. Hao's insights with regard to issues relating to China provide our Board with a valuable resource.

        Mr. Hao was appointed to our Board of Directors under the terms of an agreement with BGP in connection with BGP's purchase of approximately 1,585,969 shares of our Common Stock in March 2010. Under the agreement, 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 10%. In January 2011, Mr. Hao replaced Guo Yueliang, BGP's initial appointee to our Board.

Table of Contents

        Mr. Lapeyre, age 64, 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 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 Chairman of the Governance Committee and a member of the Audit and Compensation 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 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.

Class II Director—Term Expiring In 2019

        From May 2011 until December 2012, Mr. Barr, age 66,67, served as the President and Chief Executive Officer of Logan International Inc., a Calgary-based Toronto Stock Exchange (TSX)-listed manufacturer and provider of oilfield tools and services. In 2009, Mr. Barr retired from Baker Hughes Incorporated, an oilfield services and equipment provider, after serving for 36 years in various manufacturing, marketing, engineering and product management functions. At the time of his retirement, Mr. Barr was Group President—Eastern Hemisphere, responsible for all Baker Hughes products and services for Europe, Russia/Caspian, Middle East, Africa and Asia Pacific. From 2007 to 2009, he served as Group President—Completion & Production, and from 2005 to 2007, as Group President—Drilling and Evaluation. Mr. Barr served as President of Baker Atlas, a division of Baker Hughes Inc., from 2000 to 2005, and served as Vice President, Supply Chain Management for the

Table of Contents

Cameron division of Cameron International Corporation from 1999 to 2000. Prior to 1999, he held positions of increasing responsibility within Baker Hughes Inc. and its affiliates, including Vice President—Business Process Development and various leadership positions with Hughes Tool Company and Hughes Christensen. Mr. Barr initially joined Hughes Tool Company in 1972 after graduating from Texas Tech University with a Bachelor of Science degree in mechanical engineering. Since 2010, Mr. Barr also currently serves on the Board of Directors and Compensation Committee of Logan International Inc.;continues to serve as the Chairman of the Board and on the Compensation Committee of Probe Holdings, Inc. (a designer and manufacturer of oilfield technology and tools); and. Since 2011, he has also been serving on the Board of Directors, as wellCompensation Committee, and as, Chairman of the Safety and Social Responsibility Committee and on the Compensation Committee of Enerplus Corporation (a NYSE- and TSX-listed independent oil and gas exploration and production ("E&P") company). He formerly served on the Board of Directors and Compensation Committee of Logan International Inc., and on the Board of Directors and Audit, Remuneration and Governance Committees of Hunting PLC, a London Stock Exchange-listed provider of energy services. Mr. Barr is a member of the Compensation and Governance Committees of our Board.

        Mr. Barr's more than 36 years of experience in the oilfield equipment and services industry provides a uniquely valuable industry perspective for our Board. While at Baker Hughes, Mr. Barr obtained experience within a wide range of company functions, from engineering to group President. His breadth of experience enables him to better understand and inform the Board regarding a range of issues and decisions involved in the operation of our business, including development of business strategy.

Table of Contents

        Mr. Myers, age 63,64, has served as a Senior Advisor of Quantum Energy Partners, a private equity firm for the global energy industry, since February 2013. From 2009 to 2012, he was an Operating Advisor with Paine & Partners, LLC, a private equity firm focused on leveraged buyout transactions. Prior to joining Paine & Partners, Mr. Myers was employed by Cameron International Corporation, an international manufacturer of oil and gas flow control equipment, as Senior Vice President, General Counsel and Corporate Secretary (from 1995 to 1999), President of the Cooper Energy Services Division (from 1998 until 2001), Senior Vice President (from 2001 to 2003), Senior Vice President and Chief Financial Officer (from 2003 to 2008) and Senior Advisor (from 2008 to 2009). Prior to joining Cameron, he was Senior Vice President and General Counsel of Baker Hughes Incorporated, an oilfield services and equipment provider, and an attorney and partner with the law firm of Fulbright & Jaworski L.L.P. in Houston, Texas. Mr. Myers also currently serves on the Boards of Directors of Comfort Systems USA, Inc. (a NYSE-listed provider of heating, ventilation and air conditioning services), HollyFrontier Corporation (a NYSE-listed independent oil refining and marketing company) and Forum Energy Technology, Inc. (a NYSE-listed oilfield equipment manufacturing company). Mr. Myers is Chairman of the Compensation Committee, co-Chairman of the Finance Committee and a member of the Governance Committee of our Board. He holds a Bachelor of Science degree in industrial engineering from Mississippi State University and a Juris Doctorate degree with Honors from the University of Mississippi.

        Mr. Myers' extensive experience as both a financial and legal executive makes him uniquely qualified as a valuable member of our Board and the Chairman of our Compensation Committee. While at Cameron, Baker Hughes and Fulbright & Jaworski, Mr. Myers was responsible for numerous successful finance and acquisition transactions, and his expertise gained through those experiences have proved to be a significant resource for our Board. In addition, Mr. Myers' service on Boards of Directors of other NYSE-listed companies enables Mr. Myers to observe and advise on favorable governance practices pursued by other public companies.

Table of Contents

        Mr. Nelson, age 74,75, 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'sCompany'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 Committee and co-Chairman of the Finance Committee 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.

Table of Contents

        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 Incumbent Directors—Term Expiring In 2017

        Mr. Jennings, age 50, is the Executive Chairman of the Board of Directors of HollyFrontier Corporation, a NYSE-listed independent oil refining and marketing company. He is also President and Chief Executive Officer, and on the Board of Directors of Holly Energy Partners, a NYSE-listed master limited partnership partially owned by HollyFrontier Corporation. Prior to joining HollyFrontier, Mr. Jennings was the President, Chief Executive Officer and Chairman of the Board of Frontier Oil Corporation, an independent oil refining and marketing company. Mr. Jennings joined HollyFrontier in July 2011 when Frontier Oil merged with Holly Corporation to form HollyFrontier. Prior to his appointment to President and Chief Executive Officer of Frontier in January 2009, Mr. Jennings served as Frontier's Executive Vice President and Chief Financial Officer. From 2000 until joining Frontier in 2005, Mr. Jennings was employed by Cameron International Corporation as Vice President and Treasurer. From 1998 until 2000, he was Vice President Finance & Corporate Development of Unimin Corporation, a producer of industrial minerals. From 1995 to 1998, Mr. Jennings was employed by Cameron International Corporation as Director, Acquisitions and Corporate Finance. Mr. Jennings is a member of the Audit and Finance Committees of our Board. He holds a Bachelor of Arts degree in economics and government from Dartmouth College and a Master of Business Administration degree in finance and accounting from the University of Chicago.

Table of Contents

        Mr. Jennings' experience in the global oil refining, marketing and oilfield services businesses enables him to advise the Board on customer and industry issues and perspectives. Given his extensive experience in executive, financial, treasury and corporate development matters, Mr. Jennings is able to provide the Board with expertise in corporate leadership, financial management, corporate planning and strategic development, thereby supporting the Board's efforts in overseeing and advising on strategic and financial matters.

        Mr. Seitz, age 64, is 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. From 2003 until 2006, Mr. Seitz served as co-CEO of Endeavour International Corporation, an exploration and development company with activities in the North Sea and selected North American basins. 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 is a Trustee of the American Geological Institute Foundation. Mr. Seitz is a member of the Compensation and Governance Committees 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 such as Endeavour and Anadarko 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.

Class I Incumbent Directors—Term Expiring In 2018

        Mr. Hanson, age 51, has been our President and Chief Executive Officer since January 1, 2012. He joined ION in May 2006 as our Executive Vice President and Chief Financial Officer and was appointed our President and Chief Operating Officer in August 2011. Prior to joining ION, Mr. Hanson served as the Executive Vice President and Chief Financial Officer of Alliance Imaging, Inc., a NYSE-listed provider of diagnostic imaging services to hospitals and other healthcare providers, from July 2004 until November 2005. From 1998 to 2003, Mr. Hanson held a variety of positions at Fisher Scientific International, Inc., a NYSE-listed manufacturer and supplier of scientific and healthcare products and services, including Vice President Finance of the Healthcare group from 1998 to 2002 and Chief Operating Officer from 2002 to 2003. From 1986 until 1998, Mr. Hanson served in various positions with Culligan Water Conditioning, an international manufacturer of water treatment products and producer and retailer of bottled water products, most recently as Vice President of Finance and Chief Financial Officer. Mr. Hanson received a Bachelor's degree in engineering from the University of New Brunswick and a Master of Business Administration degree from Concordia University in Montreal.

        Mr. Hanson's day-to-day leadership and involvement with our Company provides him with personal knowledge regarding our operations. In addition, Mr. Hanson's financial experience and skills and technical background enable the Board to better understand and be informed with regard to our Company's operations, prospects and financial condition.

Table of Contents

        Mr. Hao, age 52, has been employed by China National Petroleum Corporation ("CNPC"), China's largest oil company, and its affiliates in various positions of increasing responsibility since 1984. Since 2006, Mr. Hao has been Chief Geophysicist of BGP Inc., China National Petroleum Corporation ("BGP"). BGP is a subsidiary of CNPC and is the world's largest land seismic contractor. From 2004 to 2006, Mr. Hao was assistant President of BGP, and from 2002 to 2004, he managed the marine department at BGP. From 2000-2002, Mr. Hao was manager of Dagang Geophysical Company, Dagang Oilfield, CNPC. Between 1984 and 2000, Mr. Hao served in various management positions at Dagang Geophysical Company, Dagang Oilfield and CNPC. Mr. Hao is a member of the Finance Committee of our Board. He holds a Bachelor of Science degree in geophysical exploration from China Petroleum University and Masters of Business Administration degrees from the University of Houston and Nankai University in China.

        Mr. Hao has over 25 years of experience in geophysical technology research and development, particularly in seismic data processing and seismic data acquisition system research and development management. Mr. Hao's position with BGP and his extensive knowledge of the global seismic industry enables our Board to receive current input and advice reflecting the perspectives of our seismic contractor customers. In addition, our land equipment joint venture with BGP and the ever-increasing importance of China in the global economy and the worldwide oil and gas industry has elevated our commercial involvement with China and Chinese companies. Mr. Hao's insights with regard to issues relating to China provide our Board with a valuable resource.

        Mr. Hao was appointed to our Board of Directors under the terms of an agreement with BGP in connection with BGP's purchase of approximately 1,585,969 shares of our Common Stock (23,789,536 shares of our Common Stock on a pre-reverse stock split basis) in March 2010. Under the agreement, 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 10%. In January 2011, Mr. Hao replaced Guo Yueliang, BGP's initial appointee to our Board.

        Mr. Lapeyre, age 63, 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 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 Chairman of the Governance Committee and a member of the Audit and Compensation 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 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.

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:

•

Seven of our eight Board members are independent of ION and its management. R. Brian Hanson, 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 manager 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, review 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 athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol- govhighlightsirol-govhighlights.



•

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.

our directors at such meetings was 97%98% and sixseven of our directors attended all of the meetings. The table below provides for each member of the Board the percentage of meetings of the Board and committees of the Board each director attended during 2015.2016. No director attended less than 82%80% of these meetings. We do not require our Board members to attend our Annual Meeting of Shareholders; however, six of our directors were present at our Special Shareholder Meeting in February and also at our Annual Meeting held in May 2015.2016.

        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 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.

  ��Table of Contents

        Our Board has affirmatively determined that, with the exception of R. Brian Hanson, 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. Hanson) is independent from management and from our independent registered public accounting firm, as required by NYSE listing standard rules regarding director independence. Our

Table of Contents

        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 7.5%10.3% of our outstanding Common Stock as of February 29, 2016.28, 2017. 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 20152016 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 director, Mr. Hao, is employed as Chief Geophysicist 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.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. 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 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. Hanson has served as our CEO since January 1, 2012. 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

Table of Contents

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.

Table of Contents

        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 viewed on our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol- govhighlights.irol-govhighlights. A copy of each charter can also be obtained by writing to us at ION Geophysical Corporation, Attention: Corporate Secretary, 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855. 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 2015,2016, the Audit Committee met five times, the Compensation Committee met fourfive times, the Governance Committee met twothree times, and the Finance Committee met two times.once.

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

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, 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

Table of Contents

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 that he has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and Rule 10A-3.

Table of Contents

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 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 our corporate human resources 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 or other transactions with current or former elected officers of the corporation. In connection with the review of any such proposed plan or 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 2015,2016, an officer or employee of ION. Mr. Lapeyre is President and Chief Executive Officer

Table of Contents

and a significant equity owner of Laitram, L.L.C, which has had a business relationship with ION since 1999. During 2015,2016, we paid Laitram and its affiliates a total of approximately $0.8less than $0.1 million, which consisted of approximately $0.7less than $0.1 million for manufacturing services, and less than $0.1 million for reimbursement

Table of Contents

of for costs related to providing administrative and other back-office support services in connection with our Louisiana marine operations. See"—Certain Transactions and Relationships" below. During 2015:2016:

•

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 a 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 20172018 Annual Meeting only if the proposal for nomination is received by ION notno later than December 15, 2016.14, 2017. All nominations should be directed to Jamey S. Seely, Executive Vice President, General Counsel and Corporate Secretary, ION Geophysical Corporation, 2105 CityWest Boulevard, Suite 400,100, Houston, Texas 77042-2839.77042-2855.

        The Governance Committee will consider properly submitted recommendations for director nominations made by a shareholder or other sources (including self- nominees)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,

Table of Contents

(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,

Table of Contents

(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.

Finance Committee

        The Finance Committee has responsibility for overseeing all areas of corporate finance for ION. The Finance Committee is responsible for reviewing 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 a majority of the members of the Finance Committee (including its co-Chairmen) 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 2,400 shares of Common Stock, which, at the $7.50$6.00 closing price per share of our Common Stock on the NYSE on December 31, 2015,2016, equates to almost 40%32% of the $46,000 annual retainer fee we pay to our non-employee directors. New and current directors will 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 written policy and procedures 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

Table of Contents

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,

Table of Contents

father-in-law, son-in-law, daughter-in-law, brother- 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 Governance 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 Governance 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.

        Mr. Lapeyre is the President and Chief Executive Officer and a significant equity owner of Laitram, L.L.C. and has served as President 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 7.5%10.3% of our outstanding Common Stock as of February 29, 2016.28, 2017.

        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. The amended lease of commercial property dated February 1, 2006, between Lapeyre Properties, L.L.C. (an affiliate of Laitram) and ION was terminated in 2015. During 2015,2016, we paid Laitram and its affiliates a total of approximately $0.8less than $0.1 million, which consisted of approximately $0.7less $0.1 million for manufacturing services, and less than $0.1 million for reimbursement for costs related to providing administrative and other back-office support services in connection with our Louisiana marine operations. In the opinion of our management, the terms of these services are fair and reasonable and as favorable to us as those that could have been obtained from unrelated third parties at the time of their performance.

        Mr. Hao is Chief Geophysicist of BGP, which has been a customer of our products and services for many years. For our fiscal years ended December 31, 20152016 and 2014,2015, BGP accounted for approximately 3%1% and 1%3% of our consolidated net sales, respectively. During 2015,2016, we recorded revenues from sales to BGP of approximately $6.3$1.0 million. Trade receivables due from BGP at December 31, 20152016 were $0.3$0.4 million.

        In March 2010, prior to Mr. Hao 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 (23,789,536 shares of our Common Stock on a pre-reverse stock split basis) to BGP for an effective purchase price of $42.00 per share ($2.80 per share on a pre-reverse stock split basis) 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 February 29, 2016,28, 2017, BGP held beneficial ownership of approximately 14.9%13.1% 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. Under the Investor Rights Agreement, for so long as BGP owns as least 10% 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. Hao to our Board was

Table of Contents

made pursuant to this agreement. The Investor Rights Agreement also provides that




Table of Contents

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.

•

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.

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- employeenon-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 $46,000. In addition, our Chairman of the Board receives an annual retainer fee of $25,000, our Chairman of the Audit Committee receives an annual retainer fee of $20,000, our Chairman of the Compensation Committee receives an annual retainer fee of $15,000, our Chairman of the Governance Committee receives an annual retainer fee of $10,000 and each co-Chairman of the Finance Committee receives an annual retainer fee of $5,000. Our non-employee directors also receive, in cash, $2,000 for each Board meeting attended and $2,000 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 $1,000) and $1,000 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 $110,000, up to an annual grant of 2,500 shares per director.




Table of Contents

        The following table summarizes the compensation earned by our non-employee directors in 2015:2016:

Name(1)		Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)(3)			Total ($)				Fees Earned or Paid in Cash ($)			Stock Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)(3)			Total ($)
David H. Barr			67,000			56,977			—			—			24,750			148,727				65,000			10,125			—			—			84,938			160,063
Hao Huimin			55,000			56,977			—			—			24,750			136,727				51,000			10,125			—			—			84,938			146,063
Michael C. Jennings			67,000			56,977			—			—			24,750			148,727				61,000			10,125			—			—			84,938			156,063
James M. Lapeyre, Jr.			109,000			56,977			—			—			24,750			190,727				105,000			10,125			—			—			84,938			200,063
Franklin Myers			88,000			56,977			—			—			24,750			169,727				84,000			10,125			—			—			84,938			179,063
S. James Nelson, Jr.			93,000			56,977			—			—			24,750			174,727				85,000			10,125			—			—			84,938			180,063
John N. Seitz			67,000			56,977			—			—			24,750			148,727				68,000			10,125			—			—			84,938			163,063

---

(1)

R. Brian Hanson, our President and Chief Executive Officer, is not included in this table because he was an employee of ION during 2015,2016, and therefore received no compensation for his services




Table of Contents

as director. The compensation received by Mr. Hanson as an employee of ION during 20152016 is shown in the Summary Compensation Table contained in "—Executive Compensation" below.



(2)

All of the amounts shown represent the value of Common Stock granted under our Second Amended and Restated 2013 Long-Term Incentive Plan (the "2013 LTIP"). On March 1, 2015,2016, each of our non-employee directors was granted an award of 1,6662,500 shares of ION Common Stock. The values contained in the table are based on the grant-date fair value of awards of stock during the fiscal year.



(3)

On March 1, 2015,2016, the value of the 1,6662,500 shares received by each of our non-employee directors was only valued at $56,977$7,750 (on February 29, 2016, the last completed trading day prior to the March 1, 2016 grant date, the closing price per share on the NYSE was $3.10) leaving a gap of $53,023$102,250 in the value of the equity awarded versus the $110,000 compensation target. As a result, the Governance Committee approved additional cash compensation to be provided to the Board in the amount of $33,000.$102,250. The additional compensation which is paid in quarterly increments, is approximately 20% less than the compensation target and 10% less than the total compensation paid to the Board in 2014.increments.

        As of December 31, 2015,2016, our non-employee directors held the following unvested and unexercised ION equity awards:

Name		Unvested Stock Awards(#)			Unexercised Option Awards(#)				Unvested Stock Awards(#)			Unexercised Option Awards(#)
David H. Barr			1,666			—				2,500			—
Hao Huimin			1,666			—				2,500			—
Michael C. Jennings			1,666			—				2,500			—
James M. Lapeyre, Jr.			1,666			1,666				2,500			833
Franklin Myers			1,666			1,666				2,500			833
S. James Nelson, Jr.			1,666			1,666				2,500			833
John N. Seitz			1,666			1,666				2,500			833




Table of Contents


OWNERSHIP OF EQUITY SECURITIES OF ION


        Except as otherwise set forth below, the following table sets forth information as of February 29, 2016,28, 2017, 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 20152016 Summary Compensation Table included in this Proxy Statement and (iv) all of our directors and executive officers 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. The share numbers in this table and the




Table of Contents

footnotes below have been retroactively adjusted to reflect the one-for-15 reverse split completed on February 4, 2016.

Name of Owner		Common Stock(1)			Rights to Acquire(2)			Restricted Stock(3)			Percent of Common Stock(4)				Common Stock(1)			Rights to Acquire(2)			Restricted Stock(3)			Percent of Common Stock(4)
Invesco Ltd.(5)			1,895,105			—			—			17.8	%
BGP Inc., China National Petroleum Corporation(6)			1,585,969			—			—			14.9	%
BGP Inc., China National Petroleum Corporation(5)																1,585,969			—			—			13.1	%
Invesco Ltd.(6)																1,285,623			—			—			10.6	%
James M. Lapeyre, Jr.(7)			790,017			1,666			1,666			7.5	%			1,237,690			833			2,500			10.3	%
Laitram, L.L.C.(8)			581,309			—			—			5.5	%			979,816			—			—			8.1	%
Footprints Asset Management & Research, Inc.(9)																722,398			—			—			6.0	%
R. Brian Hanson(10)																52,990			68,293			77,299			1.6	%
David H. Barr			6,267			—			1,666			*				17,933			—			2,500			*
R. Brian Hanson(9)			27,789			41,811			13,059			*
Hao Huimin			4,340			—			1,666			*				5,506			—			2,500			*
Michael C. Jennings			6,267			—			1,666			*				7,933			—			2,500			*
Franklin Myers			21,467			1,666			1,666			*				23,133			833			2,500			*
S. James Nelson, Jr.			7,600			1,666			1,666			*				9,266			833			2,500			*
John N. Seitz			9,593			1,666			1,666			*				11,259			833			2,500			*
Steven A. Bate			17,156			11,973			6,263			*				30,020			29,198			38,399			*
Jamey S. Seely																8,717			40,446			21,056			*
Christopher T. Usher																5,505			16,998			15,502			*
Kenneth G. Williamson			6,396			31,779			5,999			*				20,254			16,112			36,874			*
Christopher T. Usher			3,174			7,207			3,218			*
Jamey S. Seely			9,095			1,805			3,033			*
All directors and executive officers as a group (14 Persons)			912,548			112,357			46,206			10.0	%			1,436,878			197,312			228,668			15.2	%

---

*

Less than 1%



(1)

Represents shares on a post-reverse stock split basis for which the named person (a) has sole voting and investment power or (b) has shared voting and investment power. Excluded are shares that (i) are unvested restricted stock holdings or (ii) may be acquired through stock option exercises.



(2)

Represents shares of Common Stock that may be acquired upon the exercise of stock options held by our officers and directors that are currently exercisable or will be exercisable on or before April 29, 2016.2017.



(3)

Represents unvested shares subject to a vesting schedule, forfeiture risk and other restrictions. Although these shares are subject to risk of forfeiture, the holder has the right to vote the unvested shares unless and until they are forfeited.



(4)

Assumes shares subject to outstanding stock options that such person has rights to acquire upon exercise, presently and on or before April 29, 2016,2017, are outstanding.



(5)

The address for Invesco Ltd. is 1555 Peachtree Street NE, Atlanta, Georgia 30309.



(6)

The address for BGP Inc., China National Petroleum Corporation is No. 189 Fanyang Middle Road, ZhuoZhou City, HeBei Province 072750 P.R. China.



(6)

The address for Invesco Ltd. is 1555 Peachtree Street NE, Atlanta, Georgia 30309.




Table of Contents

(7)

The shares of Common Stock held by Mr. Lapeyre include 99,402 shares that Mr. Lapeyre holds as a custodian or trustee for the benefit of his children, 581,309979,816 shares owned by Laitram, and 699 shares that Mr. Lapeyre holds as a co-trustee with his wife for the benefit of his children, in all of which Mr. Lapeyre disclaims any beneficial interest. Please read note 8 below. Mr. Lapeyre has sole voting power over only 110,273157,773 of these shares of Common Stock.



(8)

The address for Laitram, L.L.C. is 220 Laitram Lane, Harahan, Louisiana 70123. Mr. Lapeyre is the President and Chief Executive Officer of Laitram. Please read note 7 above. Mr. Lapeyre disclaims beneficial ownership of any shares held by Laitram.



(9)

The address for Footprints Asset Management & Research, Inc. is 11422 Miracle Hills Drive, Suite 208, Omaha, NE 68154.



(10)

The shares of Common Stock held by Mr. Hanson include 666 shares owned by Mr. Hanson's wife, in which Mr. Hanson disclaims any beneficial interest.




Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires directors and certain officers of ION, and persons who own more than 10% of ION's Common Stock, to file with the SEC and the NYSE initial statements of beneficial ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based on our review of the copies of such reports, we believe that, with three exceptions, during 20152016 our directors, executive officers and shareholders holding greater than 10% of our outstanding shares complied with all applicable filing requirements under Section 16(a) of the Exchange Act, and that all of their filings were timely made. AThree Form 44s for Mr. Lapeyre waswere filed two days late when the Company was not timely notified of the execution of a buy order. On two separate occasions, Form 4s were filed for Ms. Seely that each inadvertently failed to report all of the reporting person's shares purchased and therefore required amendment to reflect the full holdings. In each case, the amendment was filed to correct the numbers reported on the original Form 4.


EXECUTIVE OFFICERS


        Our executive officers are as follows:

Name		Age			Position with ION
R. Brian Hanson			5152		President and Chief Executive Officer and Director
Steven A. Bate			5354		Executive Vice President and Chief Financial Officer
Kenneth G. Williamson			51		Executive Vice President and Chief Operating Officer, E&P Technology & Services
Christopher T. Usher			55		Executive Vice President and Chief Operating Officer, E&P Operations Optimization
Jamey S. Seely			44		Executive Vice President, General Counsel and Corporate Secretary
Colin T. Hulme			6465		CEO OceanGeo and Executive Vice President, Ocean Bottom Services
Scott P. Schwausch			4142		Vice President and Corporate Controller
Jamey S. Seely			45		Executive Vice President, General Counsel and Corporate Secretary
Christopher T. Usher			56		Executive Vice President and Chief Operating Officer, E&P Operations Optimization
Kenneth G. Williamson			52		Executive Vice President and Chief Operating Officer, E&P Technology & Services

        For a description of the business background of Mr. Hanson, please see"Item 1—Election of Directors—Class I Director Nominees for Re-Election for Term Expiring in 2018" above.

        Mr. Bate is currently our Executive Vice President and Chief Financial Officer. Mr. Bate rejoined ION in May 2013 as Senior Vice President, Systems Division, became the Executive Vice President and Chief Operating Officer, Systems Division in February 2014 and became the Executive Vice President and Chief Financial Officer in November 2014. Mr. Bate originally joined ION in 2005 as Chief Financial Officer of our GX Technology business unit. In 2007, he was appointed Senior Vice President, Sensor business unit and in 2009, his area of responsibility broadened to our Land Imaging Systems Division. Following our formation in March 2010 of INOVA Geophysical, a land seismic




Table of Contents

equipment joint venture with BGP, Mr. Bate was appointed as INOVA Geophysical's first President and Chief Executive Officer, and served in that role until October 2012. Prior to joining ION in 2005, Mr. Bate founded a consulting business and served as President of a residential construction company. Mr. Bate holds a Bachelor of Business Administration degree from the University of Houston.

        Mr. Williamson is our Executive Vice President and Chief Operating Officer, E&P Technology & Services. Mr. Williamson originally joined ION as Vice President of our GeoVentures business unit in September 2006, became a Senior Vice President in January 2007, and became Executive Vice President and Chief Operating Officer, GeoVentures Division, in November 2012 and Executive Vice President and Chief Operating Officer in February of 2015. Between 1987 and 2006, Mr. Williamson was employed by Western Geophysical, which in 2000 became part of WesternGeco, a seismic solutions and technology subsidiary of Schlumberger, Ltd., a global oilfield and information services company. While at WesternGeco, Mr. Williamson served as Vice President, Marketing from 2001 to 2003, Vice President, Russia and Caspian Region, from 2003 to 2005 and Vice President, Marketing, Sales & Commercialization of WesternGeco's electromagnetic services and technology division from 2005 to 2006. Mr. Williamson holds a Bachelor of Science degree in geophysics from Cardiff University in Wales.




Table of Contents

        Mr. Usher is our Executive Vice President and Chief Operating Officer, E&P Operations Optimization. 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 Technology. Mr. Usher holds a Bachelor of Science degree in geology and geophysics from Yale University.

        Ms. Seely joined ION as Executive Vice President, General Counsel and Corporate Secretary in October 2014. Prior to joining ION, Ms. Seely served as Senior Vice President of Alternative Energy for NRG Energy, Inc., with management and legal oversight of multiple new business and startup ventures related to enhanced oil recovery, solar power and nuclear project development. She also recently served in executive and general counsel roles for Nuclear Innovation North America (NINA), a joint venture of NRG Energy with Toshiba Corporation. Prior to NRG Energy, Ms. Seely served as Vice President and General Counsel at Direct Energy and as a partner in the corporate and securities law group of Thompson & Knight LLP. Ms. Seely holds a Juris Doctor from Southern Methodist University's Dedman School of Law, and earned a Bachelor of Arts degree magna cum laude at Baylor University. She is licensed to practice in Texas and New York.

        Mr. Hulme is currently our Executive Vice President, Ocean Bottom Services.Services and Chief Executive Officer of OceanGeo. Mr. Hulme joined ION in April 2012 as Senior Vice President, Strategic Marketing and in November 2013 was promoted to Senior Vice President, Ocean Bottom Services, and appointed to serve as the chief executive officer of OceanGeo B.V., a joint venture controlled by ION and became our Executive Vice President, Ocean Bottom Services in February 2015. Prior to joining ION, Mr. Hulme held a variety of senior management positions at Schlumberger, Ltd., a global oilfield and information services company, from 1989 through 2011, including serving as Technical Director—Deep Reading for Schlumberger Wireline from 2006 to 2011, Vice President and General Manager of Seismic Data Processing for WesternGeco, a seismic solutions and technology subsidiary of Schlumberger, from 2002 to 2006, Vice President and General Manager for Reservoir Products, Schlumberger Information Services, from 2000 to 2002, Vice President and Business Manager for Asia Region, Schlumberger Information Services, from 1998 to 2000, and Corporate Marketing and Commercialization Manager for WesternGeco from 1994 to 1998. Prior to joining Schlumberger, Mr. Hulme began his career at Digicon Geophysical.

        Mr. Schwausch joined ION in 2006 as Assistant Controller and held that position until June 2010 when he became Director of Financial Reporting. In May 2012, he became Controller, Solutions Business Unit, and in May 2013 became Vice President and Corporate Controller. Mr. Schwausch held a variety of positions at Deloitte & Touche, LLP, a public accounting firm, from 2000 until he joined ION. Mr. Schwausch is a Certified Public Accountant and a Certified Management Accountant. He received a Bachelor of Science degree in accounting from Brigham Young University.

        Ms. Seely joined ION as Executive Vice President, General Counsel and Corporate Secretary in October 2014. Prior to joining ION, Ms. Seely served as Senior Vice President of Alternative Energy for NRG Energy, Inc., with management and legal oversight of multiple new business and startup ventures related to enhanced oil recovery, solar power and nuclear project development. She also recently served in executive and general counsel roles for Nuclear Innovation North America (NINA), a joint venture of NRG Energy with Toshiba Corporation. Prior to NRG Energy, Ms. Seely served as Vice President and General Counsel at Direct Energy and as a partner in the corporate and securities law group of Thompson & Knight LLP. Ms. Seely holds a Juris Doctor from Southern Methodist University's Dedman School of Law, and earned a Bachelor of Arts degree magna cum laude at Baylor University. She is licensed to practice in Texas and New York.

        Mr. Usher is our Executive Vice President and Chief Operating Officer, E&P Operations Optimization. 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 Technology. Mr. Usher holds a Bachelor of Science degree in geology and geophysics from Yale University.




Table of Contents

        Mr. Williamson is our Executive Vice President and Chief Operating Officer, E&P Technology & Services. Mr. Williamson originally joined ION as Vice President of our GeoVentures business unit in September 2006, became a Senior Vice President in January 2007, and became Executive Vice President and Chief Operating Officer, GeoVentures Division, in November 2012 and Executive Vice President and Chief Operating Officer in February of 2015. Between 1987 and 2006, Mr. Williamson was employed by Western Geophysical, which in 2000 became part of WesternGeco, a seismic solutions and technology subsidiary of Schlumberger, Ltd., a global oilfield and information services company. While at WesternGeco, Mr. Williamson served as Vice President, Marketing from 2001 to 2003, Vice President, Russia and Caspian Region, from 2003 to 2005 and Vice President, Marketing, Sales & Commercialization of WesternGeco's electromagnetic services and technology division from 2005 to 2006. Mr. Williamson holds a Bachelor of Science degree in geophysics from Cardiff University in Wales.


EXECUTIVE COMPENSATION


Introductory note: The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements, which are filed or incorporated by reference as exhibits to our annual report on Form 10-K for the year ended December 31,




Table of Contents

2015. 2016. In this discussion, the terms "ION," "we," "our" and "us" refer to ION Geophysical Corporation and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated.


Compensation Discussion and Analysis


        This Compensation Discussion and Analysis provides an overview of the Compensation Committee of our Board, a discussion of the background and objectives of our compensation programs for our senior executives, and a discussion of all material elements of the compensation of each of the executive officers identified in the following table, whom we refer to as our named executive officers:

Name		Title
R. Brian Hanson		President and Chief Executive Officer (our principal executive officer)and Director
Steven A. Bate		Executive Vice President and Chief Financial Officer (our principal financial officer)
Jamey S. Seely		Executive Vice President, General Counsel and Corporate Secretary
Christopher T. Usher		Executive Vice President and Chief Operating Officer, E&P Operations Optimization
Kenneth G. Williamson		Executive Vice President and Chief Operating Officer, E&P Technology & Services
Christopher T. Usher		Executive Vice President and Chief Operating Officer, E&P Operations Optimization
Jamey S. Seely		Executive Vice President, General Counsel and Corporate Secretary


Executive Summary


        General.    The objectives andIn 2016, the major components of our executive compensation program remained consistent from 2015were significantly modified to 2016. While we regularly reviewreflect the economic realities in which the Company is operating and fine-tuneto enhance considerably the alignment of our executive compensation programs, we believe consistency inplans with the interests of our shareholders. Our executive compensation program and philosophy is important to effectively motivate and reward top-level management performance and for the creation of shareholder value. We continue to provideprovides our named executive officers with total annual compensation that includes three principal elements: base salary, performance-based annual incentive cash compensation and long- termlong-term equity-based incentive awards. ElementsWe have increased the use of the performance-based elements in our compensation program continue to be performance-based, and a significant portion of each executive's total annual compensation is at risk and dependent upon our Company's achievement of specific, measurable performance goals. Our performance-based pay is designed to alignclosely aligns our executive officers' interests with those of our shareholders and to promotepromotes the creation of shareholder value, without encouraging excessive risk-taking. In addition, our equity programs, combined with our




Table of Contents

executive share ownership requirements and new matching share program, are designed to reward long-term stock performance.performance and encourage investment in the Company.

        Base Salary Reductions.    Due to the difficulties the Company, its customers and industry have experienced, base salaries for all of our named executive officers were decreased by 10% on May 1, 2015 and the salary decreases were continued by the Compensation Committee throughout the remainder of 2015. In addition, managementManagement recommended and the Compensation Committee has approved the further continuation of the base salary reductions through June 30,December 31, 2016. NoAs of the date of this report in 2017, the 10% base salary increases were approveddecreases continue to remain in effect. In total, base salary reductions have been in place for executive officers in 2016.almost two years.

        Annual Incentive Poolsize and Participation Percentage Greatly Reduced.    Payments under our annual bonus incentive plan for 20152016 reflected our performance and the level of achievement of our 20152016 plan performance goals. In light of the unprecedentedcontinued, unprecedentedly challenging business climate that the Company faced in 2015,2016, the Compensation Committee reduced the maximum award achievable by individual participants from 150% to 125%. This reduction is in addition to the reduction from 200% to 150% made by the Compensation Committee at the beginning of 2015. In addition to this reduction in participant percentage, the Compensation Committee also capped the overall size of the bonus pool and removed any reward for over-performance beyond 100%. The total dollars that could have been achieved under the bonus plan pool were dramatically reduced from $15.3 million in 2015 to a maximum of $9.2 million in 2016.

        In 2015, theThe Compensation Committee determined that the bonus available for awards paid to our named executive officers under the 20152016 plan should be based on a combination of long-term strategic initiatives and cash preservation goals. In early 2016,2017, the Compensation Committee reviewed the Company's progress towards the achievement of the strategic initiativeinitiatives and cash produced from operations, and approved a reduced bonus pool and bonusmodified bonuses for each named executive based on individualeach individual's achievement of key objectives and company performance. In approving the individual awards to our named executive officers in February 2016,2017, the Compensation Committee noted that our named executive officers' efforts had enabled us to drive our cash preservation objectives during athe most challenging economic period for the seismic industry while,in several decades, and at the same time, positioning us to take advantage of the next upturn in




Table of Contents

the energy cycle by pursuing the long termlong-term strategic initiatives. In addition, theThe Company and Compensation Committee determined that each named executive officer had individually performed at or above the expected level and was a significant contributoralso increased our disclosure of individual objectives to provide enhanced transparency to our overall performance for the year.shareholders.

        The annual grants made to our named executive officers under our long-term stock incentive plan on March 1, 20152016 were similardramatically reduced by 61% for stock appreciation rights ("SARs"), 62% for restricted stock and 48% for stock options when compared to grants made to named executive officers in previous years. However, aA greater emphasis was placed on stock appreciation rights ("SARs")SARs than in previous years with a substantial portion of each executive's compensation being in the form of performance-based,performance-based; cash settled SARs instead of restricted stock or stock options. These dramatic decreases in grants were made in a year when all equity grants prior to 2016 are underwater by 570% to 3,800% following the reverse stock split. Finally, a significant portion of the restricted stock granted to executives in 2016 was only made available to the extent the executive participated in the Matching Share Program (described in more detail hereinafter) and purchased shares in the Company.

        Consideration of Say-On-Pay Result.    At our 2015 Annual Meeting of Shareholders held on May 20, 2015, our shareholders approved all of our director nominees and proposals, including a non-binding advisory ("say-on-pay") vote        Finally, the Compensation Committee noted that they will not to approve theany equity compensation in 2017. The full results of 2017 equity compensation will be reported, as required, in our executive officers. In the advisory executive compensation vote, over 76%annual proxy next year.




Table of the votes cast on the proposal voted in favor of our executive compensation. Our general goal since our 2015 Annual Meeting has been to continue to act consistently with the established practices that were overwhelmingly approved by our shareholders. We believe that we have accomplished that goal. In addition, because our shareholders voted in a non-binding advisory vote held at our 2011 Annual Meeting in favor of our holding an advisory ("say-on-frequency") vote on executive compensation every year, we will continue to hold an annual advisory vote to approve the compensation of our named executive officers. When and if our Board determines that it is in the best interest of our Company to hold our say-on-pay vote with a different frequency, we will propose such a change to our shareholders at the next annual meeting of shareholders to be held following the Board's determination. Presently, under SEC rules, we are not required to hold another say-on-frequency vote again until our 2017 Annual Meeting of Shareholders.Contents


Corporate Governance


Compensation Committee

        The Compensation Committee of our Board reviews and approves, or recommends to the Board for approval, all salary and other remuneration for our executive officers and oversees matters relating to our employee compensation and benefit programs. No member of the Compensation Committee is an employee of ION. The Board has determined that each member of the Compensation Committee satisfies the definition of "independent" as established in the NYSE corporate governance listing standards. In determining the independence of each member of the Compensation Committee, the Board considered all factors specifically relevant to determining whether the director has a relationship to our Company that is material to the director's ability to be independent from management in the execution of his duties as a Compensation Committee member, including, but not limited to:

•

the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by us to the director; and



•

whether the director is affiliated with our Company, a subsidiary or affiliate.

        When considering the director's affiliation with us for purposes of independence, the Board considered whether the affiliate relationship places the director under the direct or indirect control of our Company or its senior management, or creates a direct relationship between the director and members of senior management, in each case, of a nature that would impair the director's ability to make independent judgments about our executive compensation.

        The Compensation Committee operates pursuant to a written charter that sets forth its functions and responsibilities. A copy of the charter can be viewed on our website athttp://ir.iongeo.com/phoenix.zhtml?c=101545&p=irol- govhighlightsirol-govhighlights. For a description of the responsibilities of the Compensation Committee, see"Item 1.—Election of Directors—Committees of the Board—Compensation Committee" above.




Table of Contents

        During 2015,2016, the Compensation Committee met in person or by conference call fourfive times. In addition, the Compensation Committee took action by unanimous written consent, as permitted under Delaware law and our Bylaws, one time during 2015,2016, primarily to approve individual non-executive employee grants of restricted stock and stock options. We believe that each of these individual grants made by unanimous written consent of the Compensation Committee complied with the applicable grant date requirements under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (ASC) 718, "Compensation—Stock Compensation" ("ASC Topic 718").

Compensation Consultants

        The Compensation Committee has the authority and necessary funding to engage, terminate and pay compensation consultants, independent legal counsel and other advisors in its discretion. Prior to retaining any such compensation consultant or other advisor, the Compensation Committee evaluates the independence of such advisor and also evaluates whether such advisor has a conflict of interest. During 2011, the Compensation Committee engaged Performensation Consulting, an equity compensation consulting firm, to provide advisory services with regard to the preparation of our 2011 proxy statement and to provide the Compensation Committee with analysis on the number of shares to propose to shareholders to add to our stock plan at our 2011 Annual Meeting for future grants to employees and directors. During 2011, the Compensation Committee also engaged Aon Hewitt as its consultant in connection with the promotion of Mr. Hanson to Chief Executive Officer. From 2012-2014, at the recommendation of our management, the Compensation Committee has approved and engaged Performensation Consulting to provide advisory services with regard to the preparation of our proxy statements. In 2015 and 2016, the Compensation Committee engaged Aon Hewitt to provide advisory services with regard to the preparation of this proxy statement.

        From 20112012 to date, neither of Performensation Consulting nor Aon Hewitt has received compensation, or advised our Company or our executive officers, on matters outside the scope of their respective engagements by the Compensation Committee.




Table of Contents

        The Compensation Committee has considered the independence of Aon Hewitt in light of SEC rules and NYSE listing standards. Among the factors considered by the Compensation Committee were the following:

•

other services provided to our Company by Aon Hewitt;



•

the amount of fees paid by us as a percentage of Aon Hewitt's total revenues;



•

policies or procedures maintained by Aon Hewitt that are designed to prevent a conflict of interest;



•

any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee;



•

any of our Common Stock owned by the individual consultants involved in the engagement; and



•

any business or personal relationships between our executive officers and Aon Hewitt or the individual consultants involved in the engagement.

The Compensation Committee discussed these considerations and concluded that the work of Aon Hewitt did not raise any conflict of interest.

Role of Management in Establishing and Awarding Compensation

        On an annual basis, our Chief Executive Officer, with the assistance of our Human Resources department, recommends to the Compensation Committee any proposed increases in base salary, bonus payments and equity awards for our executive officers other than himself. No executive officer is




Table of Contents

involved in determining his own salary increase, bonus payment or equity award. When making officer compensation recommendations, our Chief Executive Officer takes into consideration compensation benchmarks, which include industry standards for similar sized organizations serving similar markets, as well as comparable positions, the level of inherent importance and risk associated with the position and function, and the executive's job performance over the previous year. See "—Objectives of Our Executive Compensation Programs—Benchmarking" and"—Elements of Compensation—Base Salary" below.

        Our Chief Executive Officer, with the assistance of our Human Resources department and input from our executive officers and other members of senior management, also formulates and proposes to the Compensation Committee an employee bonus incentive plan for the ensuing year. For a description of our process for formulating the employee bonus incentive plan and the factors that we consider, see "—Elements of Compensation—Bonus Incentive Plan" below.

        The Compensation Committee reviews and approves all compensation and awards to executive officers and all bonus incentive plans. With respect to equity compensation awarded to employees other than executive officers, the Compensation Committee reviews and approves all grants of restricted stock and stock options above 5,000 shares, generally based upon the recommendation of the Chief Executive Officer, and has delegated option and restricted stock granting authority to the Chief Executive Officer as permitted under Delaware law for grants to non- executivenon-executive officers of up to 5,000 shares.

        On its own initiative, at least once a year, the Compensation Committee reviews the performance and compensation of our Chief Executive Officer and, following discussions with the Chief Executive Officer and other members of the Board, establishes his compensation level. Where it deems appropriate, the Compensation Committee will also consider market compensation information from independent sources. See "—Objectives of Our Executive Compensation Programs—Benchmarking" below.




Table of Contents

        Certain members of our senior management generally attend most meetings of the Compensation Committee, including our Chief Executive Officer, our Executive Vice President, Global Human Resources, and our Executive Vice President, General Counsel & Corporate Secretary. However, no member of management votes on items being considered by the Compensation Committee. The Compensation Committee and Board do solicit the views of our Chief Executive Officer on compensation matters, particularly as they relate to the compensation of the other named executive officers and the other members of senior management reporting to the Chief Executive Officer. The Compensation Committee often conducts an executive session during each meeting, during which members of management are not present.


Objectives of Our Executive Compensation Programs


General Compensation Philosophy and Policy

        Through our compensation programs, we seek to achieve the following general goals:

•

attract and retain qualified and productive executive officers and key employees by providing total compensation competitive with that of other executives and key employees employed by companies of similar size, complexity and industry of business;



•

encourage our executives and key employees to achieve strong financial and operational performance;



•

structure compensation to create meaningful links between corporate performance, individual performance and financial rewards;






Table of Contents

•

align the interests of our executives with those of our shareholders by providing a significant portion of total pay in the form of stock-based incentives;



•

encourage long-term commitment to our Company; and



•

limit corporate perquisites to seek to avoid perceptions both within and outside of our Company of "soft" compensation.

        Our governing principles in establishing executive compensation have been:

        Long-Term and At-Risk Focus.    Compensation opportunities should be composed of long-term, at-risk pay to focus our management on the long-term interests of our Company. Base salary, annual incentives and employee benefits should be close to competitive levels when compared to similarly-situatedsimilarly situated companies.

        Equity Orientation.    Equity-based plans should comprise a major part of the at-risk portion of total compensation to instill ownership thinking and to link compensation to corporate performance and shareholder interests.

        Competitive.    We emphasize total compensation opportunities consistent on average with our peer group of companies. Competitiveness of annual base pay and annual incentives is independent of stock performance. However, overall competitiveness of total compensation is generally contingent on long-term, stock-based compensation programs.

        Focus on Total Compensation.    In making decisions with respect to any element of an executive officer's compensation, the Compensation Committee considers the total compensation that may be awarded to the executive officer, including salary, annual bonus and long-term incentive compensation. These total compensation reports are prepared by our Human Resources department and present the dollar amount of each component of the named executive officers' compensation, including current cash compensation (base salary, past bonus and eligibility for future bonus), equity awards and other compensation. The overall purpose of these total compensation reports is to bring together, in one




Table of Contents

place, all of the elements of actual and potential compensation of our named executive officers so that the Compensation Committee may analyze both the individual elements of compensation (including the compensation mix) as well as the aggregate total amount of actual and projected compensation. In its most recent review of total compensation reports, the Compensation Committee determined that annual compensation amounts for our Chief Executive Officer and our other named executive officers remained generally consistent with the Compensation Committee's expectations. However, the Compensation Committee reserves the right to make changes that it believes are warranted.

        Internal Pay Equity.    Our core compensation philosophy is to pay our executive officers competitive levels of compensation that best reflect their individual responsibilities and contributions to our Company, while providing incentives to achieve our business and financial objectives. While comparisons to compensation levels at other companies (discussed below) are helpful in assessing the overall competitiveness of our compensation program, we believe that our executive compensation program also must be internally consistent and equitable in order for our Company to achieve our corporate objectives. Each year our Human Resources department reports to the Compensation Committee the total compensation paid to our Chief Executive Officer and all other senior executives, which includes a comparison for internal pay equity purposes. Over time, there have been variations in the comparative levels of compensation of executive officers and changes in the overall composition of the management team and the overall accountabilities of the individual executive officers; however, we and the Compensation Committee are satisfied that total compensation received by executive officers reflects an appropriate differential for executive compensation.

        These principles apply to compensation policies for all of our executive officers and key employees. We do not follow the principles in a mechanistic fashion; rather, we apply experience and judgment in




Table of Contents

determining the appropriate mix of compensation for each individual. This judgment also involves periodic review of discernible measures to determine the progress each individual is making toward agreed-upon goals and objectives.

Benchmarking

        When making compensation decisions, we also look at the compensation of our Chief Executive Officer and other executive officers relative to the compensation paid to similarly-situatedsimilarly situated executives at companies that we consider to be our industry and market peers—a practice often referred to as "benchmarking." We believe, however, that a benchmark should be just that—a point of reference for measurement—but not the determinative factor for our executives' compensation. The purpose of the comparison is not to supplant the analyses of internal pay equity, total wealth accumulation and the individual performance of the executive officers that we consider when making compensation decisions. Because the comparative compensation information is just one of the several analytic tools that are used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, given the limitations associated with comparative pay information for setting individual executive compensation, including the difficulty of assessing and comparing wealth accumulation through equity gains, the Compensation Committee may elect not to not use the comparative compensation information at all in the course of making compensation decisions.

        In most years, at least once each year, our Human Resources department, under the oversight of the Compensation Committee, reviews data from market surveys, independent consultants and other sources to assess our competitive position with respect to base salary, annual incentives and long-term incentive compensation. When reviewing compensation data in November 2015,2016, we utilized data primarily from the 2016 Radford salary surveys and the 2015 Mercer U.S.Total Compensation Planning Survey TowersWatson executive salary survey andfor the Energy Sector ("2015 MTCS"). In prior years, we have utilized Frost's 2015 Oilfield Manufacturing and Services Industry Executive Compensation Survey ("OFMS Survey"). The survey information from most of these resources covered a broad range of industries and companies.Survey. However, the 2015 OFMS Survey compiled proxy compensation data from 53 oilfield services companies and survey results from the following 24 oilfield services companies:

Aker Solutions ASA		ION Geophysical Corporation
Baker Hughes, Inc.		Jet Specialty
Bristow Group, Inc.		National Oilwell Varco, Inc.
C&J Energy Services, Inc.		Newpark Resources, Inc.
Cameron International Corp.		Oil States International, Inc.
Core Laboratories NV		Saulsbury Industries
Ensco PLC		Shelf Drilling Offshore Holdings Ltd.
Exterran Holdings, Inc.		Siemens
Forum Energy Technologies		Superior Energy Services, Inc.
Frank's International N.V.		T.D. Williamson Inc.
Helmerich & Payne, Inc.		TETRA Technologies, Inc.
Hercules Offshore Services, Inc.		Vantage Drilling Company

        Each year, the administrators of the OFMS Survey in their discretion make adjustmentsdue to the listextremely difficult economic situation faced by the industry, Frost ceased publication of companies included in theits survey. As a result, the above list of companies included in the 2015 OFMS Survey is slightly different from the list of companies included in the OFMS Survey for 2014Towers and previous yearsWatson and will likely be different from the list of companies to be included in future OFMS Surveys.MTCS similarly did not publish




Table of Contents

a survey for 2016. As a result, the most relevant data available this year was from the 2015 MTCS, specifically the Services and Drilling related segment of the report.

        The overall results of the compensation surveys provide the starting point for our compensation analysis. We believe that the surveys contain relevant compensation information from companies that are representative of the sector in which we operate, have relative size as measured by market capitalization and experience relative complexity in the business and the executives' roles and responsibilities. Beyond the survey numbers, we look extensively at a number of other factors, including our estimates of the compensation at our most comparable competitors and other companies that were closest to our Company in size, profitability and complexity. We also consider an individual's current performance, the level of corporate responsibility, and the employee's skills and experience, collectively, in making compensation decisions.

        In the case of our Chief Executive Officer and some of our other executive officers, we also consider our Company's performance during the person's tenure and the anticipated level of compensation that would be required to replace the person with someone of comparable experience and skill.

        In addition to our periodic review of compensation, we also regularly monitor market conditions and will adjust compensation levels from time to time as necessary to remain competitive and retain our most valuable employees. When we experience a significant level of competition for retaining current employees or hiring new employees, we will typically reevaluate our compensation levels within that employee group in order to ensure our competitiveness.


Elements of Compensation


        The primary components of our executive compensation program are as follows:



Below is a summary of each component:

Base Salary

        General.    The general purpose of base salary for our executive officers is to create a base of cash compensation for the officer that is consistent on average with the range of base salaries for executives in similar positions and with similar responsibilities at comparable companies. In addition to salary norms for persons in comparable positions at comparable companies, base salary amounts may also reflect the nature and scope of responsibility of the position, the expertise of the individual employee and the competitiveness of the market for the employee's services. Base salaries of executives other than our Chief Executive Officer may also reflect our Chief Executive Officer's evaluation of the individual executive officer's job performance. As a result, the base salary level for each individual may




Table of Contents

be above or below the target market value for the position. The Compensation Committee also




Table of Contents

recognizes that the Chief Executive Officer's compensation should reflect the greater policy- andpolicy-and decision-making authority that he holds and the higher level of responsibility he has with respect to our strategic direction and our financial and operating results. At December 31, 2015,2016, our Chief Executive Officer's annual base salary was 55% higher than the annual base salary for the next highest-paid named executive officer and 61%58% higher than the average annual base salary for all of our other named executive officers. The Compensation Committee does not intend for base salaries to be the vehicle for long-term capital and value accumulation for our executives.

        20152016 Actions.    In typical years, base salaries are reviewed at least annually and may also be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities and changes in responsibilities, performance and contribution to ION, experience, impact on total compensation, relationship of compensation to other ION officers and employees, and changes in external market levels.

        Base Salary Reduction Program.    Commencing in late 2014, our business has experienced a significant decline due in large part to the historic decline in oil and gas prices, which has negatively impacted demand for our products and services and thus adversely affected our financial results. We have taken a number of actions to reduce our costs in our business and to improve our operating performance including substantial reductions in our work force. In mid-2015, we also implemented a base salary reduction program in a further effort to reduce our operating costs. Under the salary reduction program, base salaries for all employees were reduced by 10% for all employees earning above the designated minimum income threshold. Management has recommended and the Board has approved the continuation of the program untilthrough December 31, 2016. The base salary reductions were continued into 2017 and remain in effect at least June 30, 2016.




Tablethe time of Contentsthis report. In total, the base salary reductions have been in place for almost two years.

        Under the program, all of our named executive officers received a 10% decrease in base salary on May 1, 2015,2015. No increases in salary were approved except with respect to Ms. Seely. Ms. Seely's salary was originally set at reduced amount for her first year at ION and was brought into parity with other NEOs in 2016 but remained subject to the 10% salary reduction, as described below:

Named Executive Officer		Action
R. Brian Hanson		In recognition of the difficult financial times for the industry, Mr. Hanson's salary was reduced by 10% from $600,000 to $540,000.$540,000 in 2015 and remained at that level for all of 2016. The 2015 OFMSMTCS Survey indicated that the medianmean for CEO base salary for surveyed companies having annual revenues of less than $1 billionin the Services and Drilling sector was $705,926.$716,100.
Steven A. Bate		In recognition of the difficult financial times for the industry, Mr. Bate's salary was reduced by 10% from $375,000 to $337,500.$337,500 in 2015 and remained at that level for all of 2016. The 2015 OFMSMTCS Survey indicated that the medianmean of Chief Financial Officer base salary for surveyed companies having annual revenuesin the Services and Drilling sector was $454,600.




Table of Contents

Named Executive Officer		Action
Jamey S. Seely		As described above, Ms. Seely's salary was increased slightly to be at parity with the other NEOs from $350,000 to $375,000, but still paid at a 10% reduction of less than $1 billion$375,000 down to $337,500. The 2015 MTCS Survey indicated that the mean for Top Legal Executive base salary for surveyed companies in the Services and Drilling sectors was $400,000.$431,900.
Christopher T. Usher		In recognition of the difficult financial times for the industry, Mr. Usher's salary was reduced by 10% from $378,560 to $340,704 in 2015 and remained at that level for all of 2016. The 2015 MTCS Survey indicated that the mean for Chief Operating Officer—Subsidiary/Group/Division base salary for surveyed companies in the Services and Drilling sectors was $397,800.
Kenneth G. Williamson		In recognition of the difficult financial times for the industry, Mr. Williamson's salary was reduced by 10% from $387,213 to $348,492.$348,492 in 2015 and remained at that level for all of 2016. The 2015 OFMSMTCS Survey indicated that the medianmean for Executive Vice PresidentChief Operating Officer—Subsidiary/Group/Division base salary for surveyed companies having annual revenues of less than $1 billionin the Services and Drilling sectors was $418,500.
Christopher T. Usher		In recognition of the difficult financial times for the industry, Mr. Usher's salary was reduced by 10% from $378,560 to $340,704. The 2015 OFMS Survey indicated that the median for Executive Vice President base salary for surveyed companies having annual revenues of less than $1 billion was $418,500.
Jamey S. Seely		In recognition of the difficult financial times for the industry, Ms. Seely's salary was reduced by 10% from $350,000 to $315,000. The 2015 OFMS Survey indicated that the median for General Counsel and Corporate Secretary base salary for surveyed companies having annual revenues of less than $1 billion was $375,000.$397,800.

Bonus Incentive Plan

        Our employee annual bonus incentive plan is intended to promote the achievement each year of the Company's performance objectives, the employee's particular business unit's performance objectives and to recognize those employees who contributed to the Company's achievements. The plan provides cash compensation that is at-risk on an annual basis by establishing bonus pools for each business unit contingent on achievement of annual business and operating objectives. The plan also provides for individual awards designed to reward company and individual performance. This provides all participating employees the opportunity to share in the Company's performance through the achievement of established financial and individual objectives. The financial and individual objectives within the plan are intended to measure an increase in the value of our Company.

        In recent years, we have adopted a bonus incentive plan with regard to each year. Performance under the annual bonus incentive plan is measured with respect to the designated plan fiscal year. Payments under the plan are paid in cash in an amount reviewed and approved by the Compensation Committee and are ordinarily made in the first quarter following the completion of a fiscal year, after the financial results for that year have been determined.




Table of Contents

        Our annual bonus incentive plan is usually consistent with our operating plan for the same year. In early 2015,2016, we prepared a consolidated companyconsolidated-company operating budget for 20152016 and individual operating budgets for each operating unit. The budgets took into consideration our views on market opportunities, customer and sale opportunities, technology enhancements for new products, product manufacturing and delivery schedules and other operating factors known or foreseeable at the time. The Board analyzed the proposed budgets with management extensively and, after analysis and consideration, the Board approved the consolidated 20152016 operating plan. During early 2015,2016, our Chief Executive Officer worked with our Human Resources department and members of senior management to formulate our 20152016 bonus incentive plan, consistent with the 20152016 operating plans approved by the Board.

        At the beginning of 2015,2016, the Compensation Committee approved our 20152016 bonus incentive plan for executives and certain designated non-executive employees. The computation of awards generated under the plan is required to be approved by the Compensation Committee. In February 2016,2017, the




Table of Contents

Compensation Committee reviewed the Company's actual performance against each of the plan performance goals established at the beginning of 20152016 and evaluated the individual performance of each participating named executive officer during 2015.2016. The results of operations of our Company for 20152016 and individual performance evaluations determined the appropriate payouts under the annual bonus incentive plan.

        The Compensation Committee has discretion in circumstances it determines are appropriate to authorize discretionary bonus awards that might exceed amounts that would otherwise be payable under the terms of the bonus incentive plan. These discretionary awards can be payable in cash, stock options, restricted stock, restricted stock units or a combination thereof. Any stock options, restricted stock or restricted stock units awarded would be granted under one of our existing long-term equity compensation plans. The Compensation Committee also has the discretion, in appropriate circumstances, to grant a lesser bonus award, or no bonus award at all, under the bonus incentive plan.

        As described above, our bonus incentive plans are designed for payouts that generally track the financial performance of our Company. The general intent of the plans is to reward key employees based on the Company's and the employee's performance, in each case measured against internal targets and plans. In most years when our Company financial performance is strong, cash bonus payments are generally higher. Likewise, when our financial performance is low as compared to our internal targets and plans, cash bonus payments are generally lower. There are occasionally exceptions to this general trend. For example, in 2008 and 2011, we achieved improved financial performance over the previous year, but average cash bonus awards under our annual bonus incentive plans were relatively lower because we did not achieve our internal financial and growth objectives for the relevant years. In 2012, we achieved improved financial performance over the previous year, but our average bonus award paid to our named executive officers remained at approximately the same level as 2011 because our internal financial objectives for 2012 were higher than in 2011. This history demonstrates a clear and consistent link between our executive officer bonus incentive compensation and our performance.

        Below are general descriptions of our 20152016 bonus incentive plan and our Company performance criteria applicable to the plan.

        20152016 Bonus Incentive Plan.    The purpose of the 20152016 bonus incentive plan was to provide an incentive for our participating employees to achieve their highest level of individual and business unit performance and to align the employees to accomplish and share in the achievement of our Company's 20152016 strategic and financial goals.




Table of Contents

        The bonus program includes a three stepthree-step process:

1.

The total bonus pool is established in our annual operating plan based on approximate percentages of base salary and our expected headcount. As discussed below, the total bonus pool consists of two variable components (i) the achievement of certain long-term strategic initiatives, and (ii) the satisfaction of cash preservation criteria.



2.

The total bonus pool is allocated among our business units based on satisfaction of both the strategic initiatives and the cash preservation objectives.



3.

Once the bonus pool for each business unit is funded, individual bonuses are determined by business unit managers by evaluating each eligible employee's individual and team performance, and the computation of individual awards is approved by the Compensation Committee.

        Although achievementAchievement of our strategic initiatives and cash preservation target establishes a guideline funding level of the bonus pool available to our named executive officers,officers. The final actual amountsamount paid to our named executive officers are at the discretion of the Compensation Committee based on its overall




Table of Contents

assessment of other qualitative and quantitative corporate and individual criteria generally in accordance with the compensation philosophy and policy described above.

        Designated employees, including our named executive officers, were eligible to participate in our 20152016 bonus incentive plan. Under the 20152016 plan, approximately 35% of the funds allocated for distribution were available for awards to eligible employees based on achievement of certain long termlong-term strategic initiatives in 20152016 and approximately 65% of the funds allocated for distribution were available for distribution to eligible employees only to the extent we satisfied the designated 20152016 cash preservation criteria. However, the 65% of funds associated with the cash preservation criteria, were also tied into obtaining a specific ocean bottom survey contract. If such specific contract was not obtained, the 65% of funds associated with the cash preservation criteria would be cut in half. In addition, the 20152016 plan was structured so that the total amountto be capped at 100% achievement and eliminated all upside for over performance versus a maximum funding opportunity of funds150% in 2015 and 200% in 2014. The overall dollars available for distribution increased as our financial performance and cash preservation increased,has also significantly dropped from up to $15.3 million in 2015 to a maximum funding level of 150% versus caps of 200%$9.2 million in prior years.2016. As a result, the amount of total dollars available for distribution under the bonus incentive plan was largely dependent ondirectly tied to the Company's achievement of financial objectives.objectives and reflects the difficulties currently faced by the industry and the Company.

        Our 20152016 bonus incentive plan established the achievement of long termlong-term strategic initiatives and cash preservation and cash from operations as the performance goals. The strategic initiatives were selected to ensure that the Company's cash preservation and expense reduction efforts did not result in long-term harm to the companyCompany and appropriately balanced short termshort-term savings against ensuring the long termlong-term viability of our Company. For 2015,2016, the Compensation Committee selected strategic initiatives focused on the achievement of certain objectives in managing the WesternGecoCompany's litigation including but not limited to the successful reversal of damages related to lost profits at the Court of Appeals.risk within its current financial capabilities. The companyCompany also established certain objectives for maintaining Ocean Bottom Services capabilities through a time of few market opportunities.preserving shareholder value by ensuring that we were not delisted from the New York Stock Exchange. Furthermore, the Company sought to address shareholder concerns and increase value for our shareholders by renegotiating the senior secured bonds. Several milestones were established for critical R&D projects. The company's data process businessCompany also established back log objectives. Finally, the company established sixseveral cultural initiatives and objectives designed theto streamline the internal efficiency of the organization, promote better information sharing and consolidate certain activities. The companyCompany reported progress on all of the initiatives to the Board throughout the year. At the conclusion of 2015,2016, the Compensation Committee determined that allfive out of the five strategic initiativesobjectives had been substantially met and recommended funding 100% of the 35% oftarget or $3.2 million dollars related to the bonus pool tied to suchstrategic initiatives. The Company exceeded its objectives in saving the amount of $5.4 million.NYSE listing, effectively renegotiating the senior secured bonds, achieving the R&D targets, completing the cultural initiatives regarding internal efficiency and in ensuring litigation was managed within the Company's current financial capabilities.

        In addition to the strategic initiatives, the Compensation Committee also established a critical emphasis on metrics for cash preservation based on the cash generated from operations. Cash from operations is the net cash flow generation by ION excluding interest, severance expenses, cash from external funding arrangements, and other corporate expenses and is adjusted based on the timing of collection of customer payments. Cash from operations is offset by the payment of vendors, employee payroll, taxes, utilities, and similar matters.




Table of Contents

        Cash preservation was selected as the most appropriate performance goals for our 20152016 plan because the Compensation Committee believed that cash from operations and preservation of the Company's existing cash were the best indicators of our Company's overall performance at that time and evidenced a direct correlation with the interests of our shareholders and the ability of our Company to survive the downturn. As a result, 65% of the bonus pool is tied to the achievement of these objectives as well all opportunities to achieve goals in excess of the plan. When determining whether financial targets have been achieved under the 20152016 plan, the Compensation Committee has the discretion to modify or revise the targets as necessary to reflect any significant beneficial or adverse




Table of Contents

change that results in a substantial positive or negative effect on our performance as a whole, such as sales of assets, mergers, acquisitions, divestitures, spin-offs or unanticipated matters such as economic conditions, indicators of growth or recession in our business segments, nature of our operations or changes in or effect of applicable laws, regulations or accounting practices.

        Under therecent prior plan,plans, every participating named executive officer other than our Chief Executive Officer had the opportunity to earn up to 200% of such executive officers' target depending on performance of our Company against the designated performance goals and performance of such executive officer against personal criteria determined at the beginning of 2015 by our Chief Executive Officer.the year. However, when the 2015 bonus plan was adopted by the Compensation Committee, the maximum individual award for each participating named executive officer werewas reduced to 150% of such participating executive officer's target. In addition, the Compensation Committee further reduced the maximum individual awards payable in February of 2016 to 125% in light of the difficult economic market for the Company's products and services. The Compensation Committee has the discretion to determine the amounts of individual bonus awards. Under separate terms approved by the Compensation Committee and contained in his employment agreement, Mr. Hanson, who served as our Chief Executive Officer during 2015,2016, participated in the plan with potential to earn a target incentive payment of 100% of his base salary, depending on achievement of the Company's target consolidated performance goals and pre-designated personal critical success factors, and a maximum of 150%125% of his base salary upon achievement of the maximum consolidated performance goal and his personal goals. Our Chief Executive Officer typically carries a higher target and maximum bonus incentive plan percentage as compared to our other named executive officers as a result of his leadership role in setting company policy and strategic planning.

        Performance Criteria.    In 2015,2016, the Compensation Committee approved a plan that emphasized the critical importance placed on cash preservation as the criteria for consideration of bonus awards to the named executive officers and other covered employees under our 20152016 bonus incentive plan:

Threshold Adjusted Adjusted Cash from Operations		Target Adjusted Cash from Operations			Target Adjusted Cash from Operations		Maximum Adjusted Cash from Operations
$(50.0)(10.0) million		$	1.0 million		$(25.0) million		$0.0 million

        As previously noted, the opportunity to receive additional bonus pool amounts and funding above 100% was eliminated. As result, the Maximum Target column was eliminated from the chart above since no dollars for over-achievement were possible.

        Where an employee is primarily involved in a particular business unit, the financial performance criteria under the bonus incentive plan are weighted toward the operational performance of the employee's business unit rather than consolidated company performance. The "Non-Equity Incentive Plan Compensation" column of the 20152016 Summary Compensation Table below reflects the payments that our named executive officers earned and received under our 20152016 bonus incentive plan, and the "Bonus" column of the same table reflects any discretionary cash bonus payments received by our named executive officers during 2015.2016. Our 20152016 cash from operations exceeded the threshold target performance criteria under our 20152016 bonus incentive plan by $8$18.7 million. AsHowever, as the Company did not obtain a result,specific ocean bottom contract, the Compensation Committee authorized the funding of approximately $0.8only $2.8 million to the bonus pool. This amount was slightly less than half of the maximum funds tied to the cash preservation criteria. When combined with the amounts approved in connection with the achievement of long-term strategic initiatives ($3.2 million) the total bonus pool available for distribution in 20152016 was approximately $6.2$6.0 million.




Table of Contents

        In addition to overall company performance, when considering the 20152016 bonus incentive plan awards paid to our named executive officers, the Compensation Committee also considered the individual performances and accomplishments of each officer. For example, whenIn considering the bonus award paid to Mr. Hanson, among the factorsCompensation Committee considered Mr. Hanson's achievement of each of the five key strategic objective for the Company as well as the Company's relative achievement of its cash targets. As previously stated, the Company set key strategic initiatives for (i) the achievement of certain objectives for managing litigation within the Company's current financial capabilities, (ii) preserving




Table of Contents

shareholder value by ensuring that we were not delisted from the New York Stock Exchange, (iii) increasing and preserving value for our shareholders by renegotiating the senior secured bonds, (iv) the achievement of several milestones for critical R&D projects, and (v) establishing and achieving the cultural initiatives and objectives designed to streamline the internal efficiency of the organization, promote better information sharing and consolidate certain activities. The Compensation Committee also evaluated Mr. Hanson against the Company's achievement of the cash targets established for 2016. Finally, the Compensation Committee took into consideration was Mr. Hanson's effective leadership in our achievement of several important strategic objectives during the year and the critical role his prior experience in working through market cycles has played, including focusing the strategies of the Company on measures needed to sustainmaintain the business through this unprecedented sustained historic downturn in demand for its services and other challenges associated with low oil prices, such as maintaining our key core capabilities. Like the pool established for the Company, the bonus awarded by the Compensation Committee to Mr. Hanson reflects the substantial achievement of his five objectives and the Company exceeding its cash target.

When considering the bonus award paid to Mr. Bate, among the factors the Compensation Committee took into consideration his performance against the objectives set for Mr. Bate. Mr. Bate's objectives included (i) preserving shareholder value by protecting the NYSE listing, (ii) the renegotiation of the senior secured bonds, (iii) replacing or renegotiating the revolving credit facility, and (iv) achieving the planned cash targets. In addition to his objectives, the Compensation Committee also considered were his leadership in reducing the company'sCompany's operating costs and his leadership and engagement with shareholders through a difficult and critical time for the renegotiationCompany. In the bonus awarded to Mr. Bate, the Compensation Committee determined that Mr. Bate achieved three of the credit agreement with PNCfour objectives and also noted the outstanding contributions made by Mr. Bate in achieving items that were not expressly included in his role in soliciting shareholders in connection withobjectives such as the reverse split and other votes requiredimplementation by the company as Chief Financial Officer.Company of its at-the- market offering. The Committee determined that such additional measures provided value equal to or in excess of the value of the original objectives targeted and was an appropriate replacement for the original objectives planned and better furthered the best interests of the Company.

        When considering the bonus award paid to Mr. Williamson, among the factorsMs. Seely, the Compensation Committee took into consideration wereher performance against the 2015 financial performanceobjectives set for Ms. Seely. Ms. Seely's objectives included (i) preventing ION's delisting from the NYSE stock exchange, (ii) the renegotiation of his GeoVentures Division, his efforts to reduce the costs associated with the divisionsenior secured bonds, (iii) evaluate and the amount of risk associated withexplore options raise debt or equity for the business, portfolio.and (iv) certain targets for managing the Company's litigation within its current financial capabilities. In the bonus awarded to Ms. Seely, the Compensation Committee determined that Ms. Seely had overachieved two of her objectives and met two of her objectives.

        When considering the bonus award paid to Mr. Usher, among the factors the Compensation Committee took into consideration werehis performance against the 2015 financial resultsobjectives set for Mr. Usher. Mr. Usher's objectives included (i) drive quarterly cash flow to plan targets, optimizing cash flow and minimizing accounts receivable with customer base, (ii) for the devices business the launch of three prototypes in the field for three new programs: acoustics in deployment, digi-lift, and Li-ION, (iii) three deployments of Marlin beyond Seismic vessels, one staying behind with non-seismic operations; and (iv) funding approval from Scottish Enterprise for one or more projects. In addition, the Compensation Committee also considered his GeoScience Division, his role in appropriatelyefforts to appropriate sizing the organization, maintaining its key customers and managing the credit risk associated with the group. In the bonus awarded to Mr. Usher, the Compensation Committee determined that Mr. Usher had achieved or overachieved all of his goals for 2016.

When considering the bonus award paid to Ms. Seely, among the factorsMr. Williamson, the Compensation Committee took into consideration was her leadershiphis performance against the objectives set for Mr. Williamson. Mr. Williamson's objectives included (i) establish creative financing vehicles for funding new multi-client projects covering a significant portion of the total project exposure, (ii) develop and participationimplement a measurable plan to drive 25% efficiency across the imaging services business, (iii) achieve by year end significant




Table of Contents

commitments for global library access and commitments in pursuingFY 2016 and some initial commitments for FY 2017 and beyond; and (iv) investigate and develop a numbercomputing infrastructure road map for the future, ideally a five year plan. In addition, the Compensation Committee also considered his efforts to reduce the costs within the division and the amount of important projects during 2015 includingrisk associated with the PNC amendment,business portfolio. In the reverse splitbonus awarded to Mr. Williamson, the Compensation Committee determined that Mr. Williamson had significantly overachieved one of his goals, substantially achieved two of his objectives and relates shareholder initiatives, the WesternGeco litigation, and resolving NYSE non-compliance matters.partially achieved one of his goals for 2016.

        The total compensation paid to each named executive officer is set forth in the graph titled "Summary Compensation Table".

        The Compensation Committee reviews the annual bonus incentive plan each year to ensure that the key elements of the plan continue to meet the objectives described above.

Long-Term Stock-Based Incentive Compensation

        We have structured our long-term incentive compensation to provide for an appropriate balance between rewarding performance and encouraging employee retention and stock ownership. There is no pre-established policy or target for the allocation between either cash or non-cash or short-term and long-term incentive compensation; however, at executive management levels, the Compensation Committee strives for compensation to focus increasingly focus on longer-term incentives. In conjunction with the Board, executive management is responsible for setting and achieving long-term strategic goals. In support of this responsibility, compensation for executive management, and most particularly our Chief Executive Officer, tends to be weighted towards rewarding long-term value creation for shareholders.




Table of Contents

The below table illustrates the mix of total compensation received by Mr. Hanson, our CEO, and our other current named executive officers during 2015:2016:



        For 2015,2016, there were four forms of long-term equity incentives utilized for executive officers and key employees: stock options, restricted stock,stock/units, SARs and restricted stock units.matching share program. Our long-term incentive plans have provided the principal method for our executive officers to acquire equity or equity-linked interests in our Company. Of the total stock option or restricted stock employee awards




Table of Contents

made by ION during 2015, 61%2016, 68% were in the form of stock options and 39%32% were in the form of restricted stock or restricted stock units. Our 2013 LTIP limits the number of awards we can grant under the plan in the form of full-value awards, such as restricted stock and restricted stock units, to 86,667 shares, or less than 35% of the total shares authorized for grant under the plan, in the aggregate. On December 4, 2015, the Board adopted resolutions setting forth and declaring advisable certain amendments to the 2013 LTIP, and, at a special meeting of the shareholders of the Company held on February 1, 2016, the shareholders of the Company approved such amendments to the 2013 LTIP. The 2013 LTIP, as amended, became effective on February 4, 2016. The Company's 2013 LTIP, as amended, increased (i) the total number of shares of our Common Stock we can grant under the plan to 1,248,667 and (ii) the number of awards we can grant under the plan in the form of full-value awards to 412,060 shares, which is less than 35% of the total shares authorized for grant under the plan, in the aggregate.

        Reduction in Plan Participants.    In 2015, the Compensation Committee decided to decrease significantly decrease the number of executives eligible to participate in the Company's long-term incentive plans. In 2014, approximately 147 employees participated in the Company's long-term equity programs and the Company granted approximately 164,263 shares of restricted stock and options. In 2015, the Company substantially reduced the number of participants in the long-term equity grants to only 16 participants, excluding non-executive directors. In addition, the Compensation Committee dramatically reduced the equity grants available to only 98,980 grants of restrict stock and options. Currently, 100%In 2016, the Compensation Committee continued the practice of dramatically limiting the number to just 22 participants in 2016.

        Underwater Grants.    In 2016, all prior grants of options were between 570% and 3,800% underwater as a result of the reverse split and restructuring the Company needed to undertake to survive the downturn. Similarly, prior grants of restricted stock were divided by 15, reducing the grants issued and outstanding prior to the reverse split from 509,999 to only 33,990 post-split. Since all executives (i) lost substantially all of the restricted stock previously granted and options granted(ii) held prior option grants are so significantly underwater that they were unlikely to ever recover the 570% to 3,800% needed to realize value, the Compensation Committee was faced with an executive team with an extremely ineffective incentive for long-term retention or value creation. The 2016 awards were designed to address this inequity and re-align the interests of executives with shareholders as well as ensuring there was an effective long-term incentive in 2015 are more than 500% underwater.place.

        Stock Options.    Under our equity plans, stock options may be granted having exercise prices equal to the closing price of our stock on the date before the date of grant. In any event, all awards of stock options are made at or above the market price at the time of the award. The Compensation Committee




Table of Contents

will not grant stock options having exercise prices below the market price of our stock on the date of grant, and will not reduce the exercise price of stock options (except in connection with adjustments to reflect recapitalizations, stock or extraordinary dividends, stock splits, mergers, spin-offs and similar events, as required by the relevant plan) without the consent of our shareholders. Our stock options generally vest ratably over four years, based on continued employment, and the terms of our 2013 LTIP require stock options granted under that plan to follow that vesting schedule unless the Compensation Committee approves a different schedule when approving the grant. Prior to the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents. New option grants normally have a term of ten years.

        The purpose of stock options is to provide equity compensation with value that has been traditionally treated as entirely at-risk, based on the increase in our stock price and the creation of shareholder value. Stock options also allow our executive officers and key employees to have equity ownership and to share in the appreciation of the value of our stock, thereby aligning their compensation directly with increases in shareholder value. Stock options only have value to their holder if the stock price appreciates in value from the date options are granted.




Table of Contents

        Stock option award decisions are generally based on past business and individual performance. In determining the number of options to be awarded, we also consider the grant recipient's qualitative and quantitative performance, the size of stock option and other stock based awards in the past, and expectations of the grant recipient's future performance. In 2015, a total of 16 employees received option awards, covering 53,328799,999 shares (on a pre-split basis) of Common Stock. In 2015, the named executive officers received option awards for a total of 31,870478,050 shares (on a pre-split basis), or approximately 60% of the total options awarded in 2015. All option awards granted before 2016 are currently underwater by between 570% and 3,800%. As a result, the Compensation Committee granted 415,000 options in 2016 to 22 participants. In 2016, the named executive officers received option awards for a total of 260,000 shares, or approximately 63% of the total options awarded in 2016. The total number of options issued in 2016 represent a 48% reduction when compared to similar compensation issued in 2015.

        Restricted Stock and Restricted Stock Units.    We use restricted stock and restricted stock units to focus executives on our long-term performance and to help align their compensation more directly with shareholder value. Vesting of restricted stock and restricted stock units typically occurs ratably over three years, based solely on continued employment of the recipient-employee, and the terms of our 2013 LTIP require restricted stock and restricted stock units granted under that plan to follow that vesting schedule unless the Compensation Committee approves a different schedule when approving the grant. The grants discussed in this section do not include restricted stock issued as part of the Matching Share Program discussed below. In 2015, 16 employees received restricted stock or restricted stock unit awards, covering an aggregate of 33,990509,999 shares (on a pre-stock split basis) of restricted stock and shares underlying restricted stock units. The named executive officers received awards totaling 21,245318,675 shares (on a pre-stock split basis) of restricted stock in 2015, or approximately 63% of the total shares of restricted stock awarded to employees in 2015. As a result, the Compensation Committee granted 194,500 shares of restricted stock and shares underlying restricted stock units in 2016 to 22 participants. In 2016, the named executive officers received shares of restricted stock and shares underlying restricted stock units for a total of 130,000 shares, or approximately 67% of the total shares of restricted stock and shares underlying restricted stock units awarded in 2016. The total amount of restricted stock issued in 2016 represents a 62% reduction when compared to similar compensation issued in 2015.

        Awards of restricted stock units have been made to certain of our foreign employees in lieu of awards of restricted stock. Restricted stock units provide certain tax benefits to our foreign employees as the result of foreign law considerations, so we expect to continue to award restricted stock units to designated foreign employees for the foreseeable future.

        Stock Appreciation Rights.    To enhance the performance-based focus of ION's compensation programs, the Compensation Committee elected to have a substantial portion of the stock-based compensation paid in SARs instead of restricted stock or stock options.options in 2016. The SARs grants approved by the Compensation Committee are 100% cash-settled and were granted pursuant to our 2008 Stock Appreciation Rights Plan. The vesting of the SARs is achieved through both a market condition and a service condition. The market condition is achieved, in part or in full, in the event that during the four-year period beginning on the date of grant the 20-day trailing volume-weighted average price per share of Common Stock is (i) greater than 120% of the exercise price for the first 1/3 of the awards, (ii) greater than 125% of the exercise price for the second 1/3 of the awards and (iii) greater than 130% of the exercise price for the final 1/3 of the awards. The exercise condition restricts the ability of the holders to exercise awards until certain service milestones have been reached such that (i) no more




Table of Contents

than 1/3 of the awards may be exercised, if vested, on and after the first anniversary of the date of grant, (ii) no more than 2/3 of the awards may be exercised, if vested, on and after the second anniversary of the date of grant and (iii) all of the awards may be exercised, if vested, on and after the third anniversary of the date of grant. In 2015, the Company issued 3,108,107 SARs (on a pre-split




Table of Contents

basis). In 2016, the Company issued 1,210,100 SARs or 61% less than similar compensation issued in 2015.

        The Compensation Committee reviews the long-term incentive program each year to ensure that the key elements of this program continue to meet the objectives described above.

        Finally, the Compensation Committee noted that they will not approve any equity compensation in 2017. The full results of 2017 equity compensation will be reported, as required, in our annual proxy next year.

        Matching Share Program.    The Matching Share Program was designed to align closely the interests of key executives and shareholders and to enhance the performance-based focus of ION's compensation programs. Under the Matching Share Program, executives received a one-for-one match of shares purchased in open market transactions up to the maximum award limit placed on each executive by the Compensation Committee. The restricted shares awarded in the Matching Share Program are considered awards made pursuant to the 2013 LTIP and are deducted from the restricted shares that otherwise could have been awarded pursuant to the 2013 LTIP without any requirements for executives to purchase matching shares. Like all other restricted shares awarded under the 2013 LTIP, the matched shares are subject to vesting and vesting occurs ratably over three years, subject to the continued employment of the recipient-executive and limited to the amount of purchases actually made by the executive and held for the required holding period. In 2016, a portion of the restricted stock awards available to our NEOs and certain other key executives were only made available to executives who participated in a Matching Share Program. In total, the Compensation Committee elected to have 85,000 shares of the total 241,500 restricted stock shares awarded, or approximately 35% made available only as grants of matching shares pursuant to the Matching Share Program.

        Approval and Granting Process.    As described above, the Compensation Committee reviews and approves all stock option, restricted stock and restricted stock unit awards made to executive officers, regardless of amount. With respect to equity compensation awarded to employees other than executive officers, the Compensation Committee reviews and approves all grants of restricted stock, stock options and restricted stock units above 5,000 shares, generally based upon the recommendation of our Chief Executive Officer. Committee approval is required for any grant to be made to an executive officer in any amount. The Compensation Committee has granted to our Chief Executive Officer the authority to approve grants to any employee other than an executive officer of (i) up to 5,000 shares of restricted stock and (ii) stock options for not more than 5,000 shares. Our Chief Executive Officer is also required to provide a report to the Compensation Committee of all awards of options and restricted stock made by him under this authority. We believe that this policy is beneficial because it enables smaller grants to be made more efficiently. This flexibility is particularly important with respect to attracting and hiring new employees, given the increasingly competitive market for talented and experienced technical and other personnel in locales in which our employees work.

        All grants of restricted stock, restricted stock units and stock options to employees or directors are granted on one of four designated quarterly grant dates during the year: March 1, June 1, September 1 or December 1. The Compensation Committee approved these four dates because they are not close to any dates on which earnings announcements or other announcements of material events would normally be made by us. For an award to a current employee, the grant date for the award is the first designated quarterly grant date that occurs after approval of the award. For an award to a newly hired employee who is not yet employed by us at the time the award is approved, the grant date for the award is the first designated quarterly grant date that occurs after the new employee commences work. We believe that this process of fixed quarterly grant dates is beneficial because it serves to remove any perception that the grant date for an award could be capable of manipulation or change for the benefit of the recipient. In addition, having all grants occur on a maximum of four days during the year simplifies certain fair value accounting calculations related to the grants, thereby minimizing the administrative burden associated with tracking and calculating the fair values, vesting schedules and




Table of Contents

tax-related events upon vesting of restricted stock and also lessening the opportunity for inadvertent calculation errors.

        Beginning March 1, 2015, the Compensation Committee decided that all awards of restricted stock, stock options and SARs willwould be made in annual grants occurring on March 1 of each year. In 2015,2016, the Company also awarded annual equity grants on March 1. Prior to 2015,2014, annual equity awards were made on December 1 of each year. After review and careful consideration by the Compensation Committee, the Company decided to continue the practice that began in 20152014 of making annual awards on March 1 of each year. This date was selected because (i) it enables the Board and Compensation Committee to consider individual performance after the full year has been completed, (ii) it simplifies the annual budgeting process by having the expense resulting from the equity award incurred at the same time as incentive compensation and (iii) the date aligns with the time the Company normally pays annual incentive bonuses. Awards made in connection with significant promotions, new hires, new directors joining the Board or unusual circumstances, including but not limited to its employees and directors, will be granted on one of four designated dates during the year: March 1, June 1, September 1 or December 1.




Table of Contents

        Beginning in 2015, and due in part to the steep decline in energy company equity prices, the Compensation Committee authorized grants under the 2008 Stock Appreciation Rights Plan to key employees with vesting based on a set of performance metrics. The grants were authorized after consulting with the Compensation Committee's compensation expert and upon the evaluation of market-based metrics of compensation. In addition to the performance metrics, employees participating in the plan would also be required to have minimum tenure requirements to create an environment of employment stability.

Clawback Policy

        We have a Compensation Recoupment Policy (commonly referred to as a "clawback" policy), which provides that, in the event of a restatement of our financial results due to material noncompliance with applicable financial reporting requirements, the Board will, if it determines appropriate and subject to applicable laws and the terms and conditions of our applicable stock plans, programs or arrangements, seek reimbursement of the incremental portion of performance-based compensation, including performance-based bonuses and long-term incentive awards, paid to current or former executive officers within three years of the restatement date, in excess of the compensation that would have been paid had the compensation amount been based on the restated financial results.

Personal Benefits, Perquisites and Employee Benefits

        Our Board and executives have concluded that we will not offer most perquisites traditionally offered to executives of similarly-sizedsimilarly sized companies. As a result, perquisites and any other similar personal benefits offered to our executive officers are substantially the same as those offered to our general salaried employee population. These offered benefits include medical and dental insurance, life insurance, disability insurance, a vision plan, charitable gift matching (up to designated limits), a 401(k) plan with a company match of certain levels of contributions, flexible spending accounts for healthcare and dependent care and other customary employee benefits. Business-related relocation benefits may be reimbursed on a case-by-case basis. We intend to continue applying our general policy of not providing specific personal benefits and perquisites to our executives; however, we may, in our discretion, revise or add to any executive's personal benefits and perquisites if we deem it advisable.




Table of Contents

Risk Management Considerations

        The Compensation Committee believes that our Company's bonus and equity programs create incentives for employees to create long-term shareholder value. The Compensation Committee has considered the concept of risk as it relates to our compensation programs and has concluded that our compensation programs do not encourage excessive or inappropriate risk-taking. Several elements of the compensation programs are designed to promote the creation of long-term value and thereby discourage behavior that leads to excessive risk:

•

The compensation programs consist of both fixed and variable compensation. The fixed (or salary) portion is designed to provide a steady income regardless of the Company's stock price performance so that executives do not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) portions of compensation are designed to reward both short- and long-term corporate performance. The Compensation Committee believes that the variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce positive short- and long-term corporate results, while the fixed element is also sufficiently high such that the executives are not encouraged to take unnecessary or excessive risks in doing so.






Table of Contents

•

The financial metrics used to determine the amount of an executive's bonus are measures the Compensation Committee believes contribute to long-term shareholder value and ensure the continued viability of the Company. Moreover, the Compensation Committee attempts to set ranges for these measures that encourage success without encouraging excessive risk taking to achieve short-term results. In addition, the overall maximum bonus for each participating named executive officer other than our Chief Executive Officer is not expected to exceed 100% of the executive's base salary under the bonus plan, and the overall bonus for our Chief Executive Officer under his employment agreement will not exceed 200% of his base salary under the bonus plan, in each case no matter how much the Company's financial performance exceeds the ranges established at the beginning of the year.



•

We have strict internal controls over the measurement and calculation of the financial metrics that determine the amount of an executive's bonus, designed to keep it from being susceptible to manipulation by an employee, including our executives.



•

Stock options become exercisable over a four-year period and remain exercisable for up to ten years from the date of grant, encouraging executives to look to long-term appreciation in equity values.



•

Restricted stock becomes exercisable over a three-year period, again encouraging executives to look to long-term appreciation in equity values.



•

Senior executives, including our named executive officers, are required to acquire over time and hold shares of our Company's stock having a value of between one and four times the executive's annual base salary, depending on the level of the executive. The Compensation Committee believes that the stock ownership guidelines provide a considerable incentive for management to consider the Company's long-term interests, since a portion of their personal investment portfolio consists of our Common Stock.



•

In addition, we do not permit any of our executive officers or directors to enter into any derivative or hedging transactions involving our stock, including short sales, market options, equity swaps and similar instruments, thereby preventing executives from insulating themselves from the effects of poor company stock price performance. Please refer to "—Stock Ownership Requirements; Hedging Policy" below.






Table of Contents

•

We have a compensation recoupment (clawback) policy that provides, in the event of a restatement of our financial results due to material noncompliance with financial reporting requirements, for reimbursement of the incremental portion of performance-based compensation, including performance- based bonuses and long-term incentive awards, paid to current or former executive officers within three years of the restatement date, in excess of the compensation that would have been paid had such compensation amount been based on the restated financial results. Please refer to "—Clawback Policy" above.

        Consideration of Say-On-Pay Result.    At our 2016 Annual Meeting of Shareholders held on May 18, 2016, our shareholders approved all of our director nominees and proposals, including a non-binding advisory vote to approve the compensation of our executive officers ("say-on-pay"). In the advisory executive compensation vote, over 75% of the votes cast on the proposal voted in favor of our executive compensation. Our general goal since our 2016 Annual Meeting has been to continue to act consistently with the established practices that were overwhelmingly approved by our shareholders. We believe that we have accomplished that goal. At our Annual Meeting, our shareholders will have the opportunity to vote on a non-binding advisory vote on the frequency of advisory votes on executive compensation ("say-on-frequency"). The Board intends to hold the next advisory vote on executive compensation within the time frame approved by the shareholders at our Annual Meeting. See "Item 3—Advisory (Non-Binding) Vote on the Frequency of Advisory Votes on Executive Compensation." When and if our Board determines that it is in the best interest of our Company to hold our say-on-pay vote with a different frequency, we will propose such a change to our shareholders at the next annual meeting of shareholders to be held following the Board's determination. Presently, under SEC rules, we are not required to hold another say-on-frequency vote again until our 2023 Annual Meeting of Shareholders.

Indemnification of Directors and Executive Officers

        Our Bylaws provide certain rights of indemnification to our directors and employees (including our executive officers) in connection with any legal action brought against them by reason of the fact that they are or were a director, officer, employee or agent of our Company, to the full extent permitted by law. Our Bylaws also provide, however, that no such obligation to indemnify exists as to proceedings initiated by an employee or director against us or our directors unless (a) it is a proceeding (or part thereof) initiated to enforce a right to indemnification or (b) was authorized or consented to by our Board.

        As discussed below, we have also entered into employment agreements with certain of our executive officers that provide for us to indemnify the executive to the fullest extent permitted by our




Table of Contents

Restated Certificate of Incorporation, as amended, and our Bylaws. The agreements also provide that we will provide the executive with coverage under our directors' and officers' liability insurance policies to the same extent as provided to our other executives.

Stock Ownership Requirements; Hedging Policy

        We believe that broad-based stock ownership by our employees (including our executive officers) enhances our ability to deliver superior shareholder returns by increasing the alignment between the interests of our employees and our shareholders. Accordingly, the Board has adopted stock ownership requirements applicable to each of our senior executives, including our named executive officers. The policy requires each executive to retain direct ownership of at least 50% of all shares of our Company's stock received upon exercise of stock options and vesting of awards of restricted stock or restricted




Table of Contents

stock units until the executive owns shares having an aggregate value equal to the following multiples of the executive's annual base salary:

President and Chief Executive Officer—4x


Executive Vice President—2x


Senior Vice President—1x

        As of the date of this Proxy Statement, all of our senior executives were in compliance with the stock ownership requirements. In addition, we do not permit any of our executive officers or directors to enter into any derivative or hedging transactions with respect to our stock, including short sales, market options, equity swaps and similar instruments.


Impact of Regulatory Requirements and Accounting Principles on Compensation


        The financial reporting and income tax consequences to our Company of individual compensation elements are important considerations for the Compensation Committee when it is analyzing the overall level of compensation and the mix of compensation among individual elements. Under Section 162(m) of the Internal Revenue Code and the related federal treasury regulations, we may not deduct annual compensation in excess of $1 million paid to certain employees—generally our Chief Executive Officer and our four other most highly compensated executive officers—unless that compensation qualifies as "performance-based" compensation. Overall, the Compensation Committee seeks to balance its objective of ensuring an effective compensation package for the executive officers with the need to maximize the immediate deductibility of compensation—while ensuring an appropriate (and transparent) impact on reported earnings and other closely followed financial measures.

        In making its compensation decisions, the Compensation Committee has considered the limitations on deductibility within the requirements of Internal Revenue Code Section 162(m) and its related Treasury regulations. As a result, the Compensation Committee has designed much of the total compensation packages for the executive officers to qualify for the exemption of "performance-based" compensation from the deductibility limit. However, the Compensation Committee does have the discretion to design and use compensation elements that may not be deductible within the limitations under Section 162(m), if the Compensation Committee considers the tax consequences and determines that those elements are in our best interests. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, we have not adopted a policy that all compensation must be deductible.

        Certain payments to our named executive officers under our 20152016 annual incentive plan may not qualify as performance-based compensation under Section 162(m) because the awards were calculated and paid in a manner that may not meet the requirements under Section 162(m) and the related Treasury regulations. Given the rapid changes in our business and industry that have occurred during recent years and those that may occur in 20162017 and subsequent years, we believe that we are better




Table of Contents

served in implementing a plan that provides for adjustments and discretionary elements for our senior executives' incentive compensation, rather than ensuring that we implement all of the requirements and limitations under Section 162(m) into these incentive plans.

        Likewise, the impact of Section 409A of the Internal Revenue Code is taken into account, and our executive compensation plans and programs are, in general, designed to comply with the requirements of that section so as to avoid possible adverse tax consequences that may result from non-compliance.

        For accounting purposes, we apply the guidance in ASC Topic 718 to record compensation expense for our equity-based compensation grants. ASC Topic 718 is used to develop the assumptions necessary and the model appropriate to value the awards as well as the timing of the expense recognition over the requisite service period, generally the vesting period, of the award.




Table of Contents

        Executive officers will generally recognize ordinary taxable income from stock option awards when a vested option is exercised. We generally receive a corresponding tax deduction for compensation expense in the year of exercise. The amount included in the executive officer's wages and the amount we may deduct is equal to the Common Stock price when the stock options are exercised less the exercise price, multiplied by the number of shares under the stock options exercised. We do not pay or reimburse any executive officer for any taxes due upon exercise of a stock option. We have not historically issued any tax-qualified incentive stock options under Section 422 of the Internal Revenue Code.

        Executives will generally recognize taxable ordinary income with respect to their shares of restricted stock at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant). Restricted stock unit awards are generally subject to ordinary income tax at the time of payment or issuance of unrestricted shares of stock. We are generally entitled to a corresponding federal income tax deduction at the same time the executive recognizes ordinary income.


COMPENSATION COMMITTEE REPORT


        The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement and required by Item 402(b) of Regulation S-K with the management of ION. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into ION's Annual Report on Form 10-K for the year ended December 31, 2015.2016.

		Franklin Myers, Chairman David H. Barr James M. Lapeyre, Jr. John N. Seitz




Table of Contents


SUMMARY COMPENSATION TABLE


        The following table summarizes the compensation paid to or earned by our named executive officers at December 31, 2015.2016.

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
R. Brian Hanson			2015			560,769			—			294,633			215,164			750,000			11,861			1,832,427
President, Chief Executive			2014			550,000			—			287,700			248,050			825,000			6,326			1,917,076
Officer and Director			2013			490,000			—			214,800			235,000			395,000			5,813			1,340,613
Steven A. Bate			2015			350,481			—			134,474			98,200			351,562			10,471			945,188
Executive Vice President and			2014			316,616			—			114,050			211,169			193,000			7,800			842,635
Chief Financial Officer
Kenneth G. Williamson			2015			361,895			—			159,611			116,565			261,368			10,857			910,296
Executive Vice President and			2014			372,320			—			81,400			148,830			390,000			7,800			1,000,350
Chief Operating Officer,			2013			358,000			—			71,600			141,000			215,000			7,650			793,250
E&P Technology & Services
Christopher T. Usher			2015			353,808			—			64,501			47,119			227,136			10,614			703,178
Executive Vice President and			2014			364,000			—			82,200			148,830			218,400			6,850			820,280
Chief Operating Officer,			2013			350,000			—			71,600			141,000			300,000			6,202			868,802
E&P Operation Optimization
Jamey S. Seely			2015			327,115			—			73,359			53,579			262,500			7,390			723,943
Executive Vice President,
General Counsel and
Corporate Secretary

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
R. Brian Hanson			2016			540,000			—			341,900			203,817			720,000			7,950			1,813,667
President, Chief Executive			2015			560,769			—			294,633			215,164			750,000			11,861			1,832,427
Officer and Director			2014			550,000			—			287,700			248,050			825,000			6,326			1,917,076
Steven A. Bate			2016			337,500			—			170,950			101,909			337,500			7,950			955,809
Executive Vice President			2015			350,481			—			134,474			98,200			351,562			10,471			945,188
and Chief Financial Officer			2014			316,616			—			114,050			211,169			193,000			7,800			842,635
Jamey S. Seely			2016			333,173			—			170,950			101,909			262,500			2,927			871,459
Executive Vice President,			2015			327,115			—			73,359			53,579			262,500			7,390			723,943
General Counsel and Corporate Secretary
Christopher T. Usher			2016			340,704			—			59,686			50,954			272,500			5,504			729,348
Executive Vice President			2015			353,808			—			64,501			47,119			227,136			10,614			703,178
and Chief Operating Officer, E&P Operations Optimization			2014			364,000			—			82,200			148,830			218,400			6,850			820,280
Kenneth G. Williamson			2016			348,492			—			70,875			71,336			260,000			7,950			758,653
Executive Vice President			2015			361,895			—			159,611			116,565			261,368			10,857			910,296
and Chief Operating Officer, E&P Technology & Services			2014			372,320			—			82,200			148,830			390,000			7,800			1,001,150


Discussion of Summary Compensation Table


        Stock Awards Column.    All of the amounts in the "Stock Awards" column reflect the grant-date fair value of awards of restricted stock made during the applicable fiscal year (excluding any impact of assumed forfeiture rates) under either our 2004 LTIP or 2013 LTIP. While unvested, a holder of restricted stock is entitled to the same voting rights as all other holders of Common Stock. In each case, unless stated otherwise below, the awards of shares of restricted stock vest in one-third increments each year, over a three-year period. The values contained in the Summary Compensation Table under the Stock Awards column are based on the grant date fair value of all stock awards (excluding any impact of assumed forfeiture rates). In addition to the grants and awards in 20152016 described in the"20152016 Grants of Plan-Based Awards" table below:

•

On DecemberMarch 1, 2013,2014, Mr. Hanson received an award of 4,0004,666 shares of restricted stock.



•

On March 1, 2014,2015, Mr. Hanson received an award of 4,6668,615 shares of restricted stock.



•

On March 1, 2014, Mr. Bate received an award of 1,000 shares of restricted stock.



•

On December 1, 2014, Mr. Bate received an award of 1,333 shares of restricted stock.



•

On DecemberMarch 1, 2013,2015, Mr. WilliamsonBate received an award of 3,932 shares of restricted stock.



•

On March 1, 2015, Ms. Seely received an award of 2,145 shares of restricted stock.



•

On March 1, 2014, Mr. Usher received an award of 1,333 shares of restricted stock.



•

On March 1, 2015, Mr. Usher received an award of 1,886 shares of restricted stock.



•

On March 1, 2014, Mr. Williamson received an award of 1,333 shares of restricted stock.



•

On DecemberMarch 1, 2013,2015, Mr. UsherWilliamson received an award of 1,333 shares of restricted stock.



•

On March 1, 2014, Mr. Usher received an award of 1,333 shares4,667 of restricted stock.




Table of Contents

        Option Awards Column.    All of the amounts shown in the "Option Awards" column reflect stock options granted under either our 2004 LTIP or 2013 LTIP. In each case, unless stated otherwise below, the options vest 25% each year over a four-year period. The values contained in the Summary Compensation Table under the Stock Options column are based on the grant date fair value of all option awards (excluding any impact of assumed forfeiture rates). For a discussion of the valuation assumptions for the awards, see Note 9,Shareholders' Equity and Stock-Based Compensation—Valuation Assumptions, in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.2016. All of the exercise prices for the options equal or exceed the fair market value per share of ION Common Stock on the date of grant. In addition to the grants and awards in 20152016 described in the"20152016 Grants of Plan-Based Awards" table below:

•

On December 1, 2013, Mr. Hanson received an award of options to purchase 6,666 shares of our Common Stock for an exercise price of $57.90 per share.



•

On March 1, 2014, Mr. Hanson received an award of options to purchase 6,666 shares of our Common Stock for an exercise price of $61.05 per share.



•

On March 1, 2015, Mr. Hanson received an award of options to purchase 12,923 shares of our Common Stock for an exercise price of $34.20 per share.



•

On March 1, 2014, Mr. Bate received an award of options to purchase 3,333 shares of our Common Stock for an exercise price of $61.05 per share.



•

On December 1, 2014, Mr. Bate received an award of options to purchase 4,000 shares of our Common Stock for an exercise price of $37.05 per share.



•

On DecemberMarch 1, 2013,2015, Mr. WilliamsonBate received an award of options to purchase 5,898 shares of our Common Stock for an exercise price of $34.20 per share.



•

On March 1, 2015, Ms. Seely received an award of options to purchase 3,218 shares of our Common Stock for an exercise price of $34.20 per share.



•

On March 1, 2014, Mr. Usher received an award of options to purchase 4,000 shares of our Common Stock for an exercise price of $57.90$61.05 per share.



•

On March 1, 2015, Mr. Usher received an award of options to purchase 2,830 shares of our Common Stock for an exercise price of $34.20 per share.



•

On March 1, 2014, Mr. Williamson received an award of options to purchase 4,000 shares of our Common Stock for an exercise price of $61.05 per share.



•

On DecemberMarch 1, 2013,2015, Mr. UsherWilliamson received an award of options to purchase 4,0007,001 shares of our Common Stock for an exercise price of $57.90 per share.



•

On March 1, 2014, Mr. Usher received an award of options to purchase 4,000 shares of our Common Stock for an exercise price of $61.05$34.20 per share.

Other Columns.

    All payments of non-equity incentive plan compensation reported for 20152016 were made in February 20162017 with regard to the 20152016 fiscal year and were earned and paid pursuant to our 20152016 incentive plan.

        We do not sponsor for our employees (i) any defined benefit or actuarial pension plans (including supplemental plans), (ii) any non-tax-qualified deferred compensation plans or arrangements or (iii) any nonqualified defined contribution plans.

        Our general policy is that our executive officers do not receive any executive "perquisites," or any other similar personal benefits that are different from what our salaried employees are entitled to receive. We provide the named executive officers with certain group life, health, medical and other non-cash benefits generally available to all salaried employees, which are not included in the "All Other Compensation" column in the Summary Compensation Table pursuant to SEC rules. The amounts shown in the "All Other Compensation" column solely consist of employer matching contributions to ION's 401(k) plan.




Table of Contents


20152016 GRANTS OF PLAN-BASED AWARDS


					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2)									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			All Other Option Awards: Number of Securities Underlying Options (#)(4)													Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2)									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			All Other Option Awards: Number of Securities Underlying Options (#)(4)						Grant Date Fair Value of Stock and Option Awards ($)(5)
																				Exercise or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Stock and Option Awards ($)(5)																						Exercise or Base Price of Option Awards ($/Sh)
Name		Grant Date			Threshold ($)			Target ($)			Maximum ($)																Grant Date			Threshold ($)			Target ($)			Maximum ($)														Grant Date Fair Value of Stock and Option Awards ($)(5)
R. Brian Hanson			—			—			560,769			841,154			—			—			—			—				—			—			540,000			675,000			—			—			—			—
			3/1/2015			—			—			—			8,615			12,923			34.20			509,797				3/1/2016			—			—			—			50,000			100,000			3.10			358,817
																												6/1/2016			—			—			—			20,000			—			—			139,400
Steven A. Bate			—			87,260			210,289			350,481			—			—			—			—				—			84,375			202,500			421,875			—			—			—			—
																												3/1/2016			—			—			—			25,000			50,000			3.10			179,409
																												6/1/2016			—			—			—			10,000			—			—			69,700
Jamey S. Seely																												—			84,375			202,500			421,875			—			—			—			—
																												3/1/2016			—			—			—			25,000			50,000			3.10			179,409
																												6/1/2016			—			—			—			10,000			—			—			69,700
Christopher T. Usher																												—			85,176			204,422			425,880			—			—			—			—
																												3/1/2016			—			—			—			12,500			25,000			3.10			89,704
			3/1/2014			—			—			—			3,932			5,898			34.20			232,674				6/1/2016			—			—			—			1,300			—			—			9,061
Kenneth G. Williamson			—			90,474			271,421			361,895			—			—			—			—				—			87,123			261,369			435,615			—			—			—			—
			3/1/2015			—			—			—			4,667			7,001			34.20			276,176				3/1/2016			—			—			—			17,500			35,000			3.10			125,586
Christopher T. Usher			—			88,452			212,285			353,808			—			—			—			—
			3/1/2015			—			—			—			1,886			2,830			34.20			111,620
Jamey S. Seely			—			81,779			196,269			327,115			—			—			—			—
			3/1/2015			—			—			—			2,145			3,218			34.20			126,938

---

(1)

Reflects the estimated threshold, target and maximum award amounts for payouts under our 20142016 incentive plan to our named executive officers. Under the plan, every participating executive other than Mr. Hanson, who served as our President and Chief Executive Officer during 2015,2016, had the opportunity to earn a maximum of 200% of his target depending on performance of the Company against the designated performance goal, and performance of the executive against personal performance criteria. Under separate terms approved by the Compensation Committee and contained in his employment agreement, Mr. Hanson participated in the plan with the potential to earn a target incentive payment of 100% of his base salary, depending on achievement of the Company's target consolidated performance goal and pre-designated personal critical success factors, and a maximum of 150%125% of his target upon achievement of the maximum consolidated performance goal and the personal critical success factors. Mr. Hanson's employment agreement does not specify that he will earn a bonus upon achievement of a threshold consolidated performance goal. Because award determinations under the plan were based in part on outcomes of personal evaluations of employee performance by our Chief Executive Officer and the Compensation Committee, the computation of actual awards generated under the plan upon achievement of threshold and target company performance criteria differed from the above estimates. See "—Compensation Discussion and Analysis—Elements of Compensation—Bonus Incentive Plan" above. For actual payout amounts to our named executive officers under our 20152016 bonus incentive plan, see the "Non-Equity Incentive Plan Compensation" column in the "Summary Compensation Table" above.



(2)

Our Company does not offer or sponsor any "equity incentive plans" (as that term is defined in Item 402(a) of Regulation S-K) for employees.



(3)

All stock awards granted on March 1, 20152016 reflect the number of shares of restricted stock granted under our 2013 LTIP. While unvested, a holder of restricted stock is entitled to the same voting rights as all other holders of Common Stock. In each case,All stock awards granted on June 1, 2016 reflect grants of matching shares made pursuant to the Matching Share Program based on purchases made by executive during the required period. Like all other awards ofmade under the 2013 LTIP, the shares of restricted stock vest in one-third increments each year,ratably over a three-year period. However, shares granted under the Matching Share Program are also subject to holding requirements associated with the underlying qualifying purchases.



(4)

All stock option awards granted on March 1, 2015 reflect the number of shares issuable under options granted under our 2013 LTIP. In each case, the options vest 25% each year over a four-year period. All of the exercise prices for the options reflected in the above chart equal or exceed the fair market value per share of our Common Stock on the date of grant (on February 27, 2015,29, 2016, the last completed trading day prior to the March 1, 20152016 grant date, the closing price per share on the NYSE was $34.20)$3.10).



(5)

The values contained in the table are based on the grant date fair value of the award computed in accordance with ASC Topic 718 for financial statement reporting purposes, but exclude any impact of assumed forfeiture rates. For a discussion of valuation assumptions, see Note 9, "Shareholders' Equity and Stock-Based Compensation—Valuation Assumptions", in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.2016.




Table of Contents


Employment Agreements


        In recent years, we have not entered into employment agreements with employees other than our Chief Executive Officer and Chief Financial Officer. We have generally entered into employment agreements with employees only when the employee holds an executive officer position and we believe that an employment agreement is desirable for us to obtain a measure of assurance as to the executive's continued employment in light of prevailing market competition for the particular position held by the executive officer, or where we determine that an employment agreement is necessary and




Table of Contents

appropriate to attract an executive in light of market conditions, the prior experience of the executive or practices at ION with respect to other similarly situated employees.

        The following discussion describes the material terms of our existing executive employment agreements with our named executive officers:

R. Brian Hanson

        In connection with his appointment as our President and Chief Executive Officer on January 1, 2012, Mr. Hanson entered into a new employment agreement. The agreement provides for Mr. Hanson to serve as our President and Chief Executive Officer for an initial term of three years, with automatic two-year renewals thereafter. Any change of control of our Company after January 1, 2013 will cause the remaining term of Mr. Hanson's employment agreement to adjust automatically adjust to a term of three years, which will commence on the effective date of the change of control.

        The agreement provides for Mr. Hanson to receive an initial base salary of $450,000 per year and be eligible to receive an annual performance bonus under our incentive compensation plan, with a target incentive plan bonus amount equal to 75% of his base salary and with a maximum incentive plan bonus amount equal to 150% of his base salary.

        Under the agreement, and as approved by the Compensation Committee, Mr. Hanson will be entitled to receive grants of (i) options to purchase shares of our Common Stock and (ii) shares of our restricted stock. Mr. Hanson will also be eligible to participate in other equity compensation plans that are established for our key executives, as approved by the Compensation Committee. In the agreement, we also agreed to indemnify Mr. Hanson to the fullest extent permitted by our Restated Certificate of Incorporation, as amended, and Bylaws, and to provide him coverage under our directors' and officers' liability insurance policies to the same extent as other company executives.

        We may at any time terminate our employment agreement with Mr. Hanson for "Cause" if Mr. Hanson (i) willfully and continuously fails to substantially perform his obligations, (ii) willfully engages in conduct materially and demonstrably injurious to our property or business (including fraud, misappropriation of funds or other property, other willful misconduct, gross negligence or conviction of a felony or any crime involving moral turpitude) or (iii) commits a material breach of the agreement. In addition, we may at any time terminate the agreement if Mr. Hanson suffers permanent and total disability for a period of at least 180 consecutive days, or if Mr. Hanson dies. Mr. Hanson may terminate his employment agreement for "Good Reason" if we breach any material provision of the agreement, we assign to Mr. Hanson any duties materially inconsistent with his position, we materially reduce his duties, functions, responsibilities, budgetary or other authority, or take other action that results in a diminution in his office, position, duties, functions, responsibilities or authority, we relocate his workplace by more than 50 miles, or we elect not to extend the term of his agreement.

        In his agreement, Mr. Hanson agrees not to compete against us, assist any competitor, attempt to solicit any of our suppliers or customers, or solicit any of our employees, in any case during his employment and for a period of two years after his employment ends. The employment agreement also contains provisions relating to protection of our confidential information and intellectual property. The agreement does not contain any tax gross-up benefits.




Table of Contents

        For a discussion of the provisions of Mr. Hanson's employment agreement regarding compensation to Mr. Hanson in the event of a change of control affecting our Company or his termination by us without cause or by him for good reason, see "—Potential Payments Upon Termination or Change of Control—R. Brian Hanson" below.




Table of Contents

Steven A. Bate

        In connection with his appointment as our Executive Vice President and Chief Financial Officer on November 13, 2014, Mr. Bate entered into an employment agreement. The agreement provides for Mr. Bate to serve as our Executive Vice President and Chief Financial Officer for an initial term of three years, with automatic one-year renewals thereafter. Any change of control of our Company after November 13, 2015 will cause the remaining term of Mr. Bate's employment agreement to adjust automatically adjust to a term of two years, which will commence on the effective date of the change of control.

        The agreement provides for Mr. Bate to receive an initial base salary of $375,000 per year and be eligible to receive an annual performance bonus under our incentive compensation plan, with a target incentive plan bonus amount equal to 50% of his base salary beginning in 2015.

        Under the agreement, Mr. Bate will be entitled to receive grants of (i) options to purchase shares of our Common Stock and (ii) shares of our restricted stock. Mr. Bate will also be eligible to participate in other equity compensation plans that are established for our key executives, as approved by the Compensation Committee. In the agreement, we also agreed to indemnify Mr. Bate to the fullest extent permitted by our Restated Certificate of Incorporation, as amended, and Bylaws, and to provide him coverage under our directors' and officers' liability insurance policies to the same extent as other company executives.

        We may at any time terminate our employment agreement with Mr. Bate for "Cause" if Mr. Bate (i) willfully and continuously fails to substantially perform his obligations, (ii) willfully engages in conduct materially and demonstrably injurious to our property or business (including fraud, misappropriation of funds or other property, other willful misconduct, gross negligence or conviction of a felony or any crime involving moral turpitude) or (iii) commits a material breach of the agreement. In addition, we may at any time terminate the agreement if Mr. Bate suffers permanent and total disability for a period of at least 180 consecutive days, or if Mr. Bate dies. Mr. Bate may terminate his employment agreement for "Good Reason" if we breach any material provision of the agreement, we assign to Mr. Bate any duties materially inconsistent with his position, we materially reduce his duties, functions, responsibilities, budgetary or other authority, or take other action that results in a diminution in his office, position, duties, functions, responsibilities or authority, or we relocate his workplace by more than 50 miles.

        In his agreement, Mr. Bate agrees not to compete against us, assist any competitor, attempt to solicit any of our suppliers or customers, or solicit any of our employees, in any case during his employment and for a period of twelve months after his employment ends. The employment agreement also contains provisions relating to protection of our confidential information and intellectual property.

        For a discussion of the provisions of Mr. Bate's employment agreement regarding compensation to Mr. Bate in the event of a change of control affecting our Company or his termination by us without cause or by him for good reason, see "—Potential Payments Upon Termination or Change of Control—Steven A. Bate" below.




Table of Contents


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


        The following table sets forth information concerning unexercised stock options (including outstanding stock appreciation rights, or SARs) and shares of restricted stock held by our named executive officers at December 31, 2015:2016:

		Option Awards(1)											Stock Awards(2)
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
R. Brian Hanson			4,000			—			231.45		12/1/2017			77,299			463,794
			1,166			—			45.00		12/1/2018
			9,333	(4)		—			45.00		12/1/2018
			16,666			—			106.05		9/1/2021
			5,000			—			89.40		12/1/2022
			5,000			1,666			57.90		12/1/2023
			3,333			3,333			61.05		3/1/2024
			3,230			9,693			34.20		3/1/2025
			—			53,557	(5)		34.20		3/1/2025
			—			100,000			3.10		3/1/2026
			—			300,000	(5)		3.10		3/1/2026
Steven A. Bate			2,499			834			95.85		6/1/2023			38,399			230,394
			5,000			—			95.85		6/1/2023
			1,749			584			57.90		12/1/2023
			1,666			1,667			61.05		3/1/2024
			2,000			2,000			37.05		12/1/2024
			1,474			4,424			34.20		3/1/2025
			—			24,444	(5)		34.20		3/1/2025
			—			50,000			3.10		3/1/2026
			—			150,000	(5)		3.10		3/1/2026
Jamey S. Seely			2,000			2,000			37.05		12/1/2024			36,874			221,244
			804			2,414			34.20		3/1/2025
			—			13,339	(5)		34.20		3/1/2025
			—			50,000			3.10		3/1/2026
			—			150,000	(5)		3.10		3/1/2026
Christopher T. Usher			3,333			—			89.40		12/1/2022			15,502			93,012
			3,000			1,000			57.90		12/1/2023
			2,000			2,000			61.05		3/1/2024
			707			2,123			34.20		3/1/2025
			—			11,728	(5)		34.20		3/1/2025
			—			25,000			3.10		3/1/2026
			—			150,000	(5)		3.10		3/1/2026




Table of Contents

		Option Awards(1)												Stock Awards(2)
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
R. Brian Hanson			5,000			—			130.95			5/22/2016			13,059			97,943
			1,333			—			149.55			9/1/2016
			4,000			—			231.45			12/1/2017
			1,166			—			45.00			12/1/2018
			9,333	(4)		—			45.00			12/1/2018
			16,666			—			106.05			9/1/2021
			3,750			1,250			89.40			12/1/2022
			3,333			3,333			57.90			12/1/2023
			1,666			5,000			61.05			3/1/2024
			—			12,923			34.20			3/1/2025
			—			53,557	(5)		34.20			3/1/2025
Steven A. Bate			1,666			1,667			95.85			6/1/2023			6,263			46,973
			5,000			—			95.85			6/1/2023
			1,166			1,167			57.90			12/1/2023
			833			2,500			61.05			3/1/2024
			1,000			3,000			37.05			12/1/2024
			—			5,898			34.20			3/1/2025
			—			24,444	(5)		34.20			3/1/2025
Kenneth G. Williamson			4,666			—			162.75			12/1/2016			5,999			44,993
			1,066			—			231.45			12/1/2017
			2,333			—			45.00			12/1/2018
			3,333			—			42.45			6/1/2019
			1,466			—			81.60			12/1/2019
			5,000			—			68.70			3/1/2020
			2,333			—			107.85			12/1/2020
			3,333			—			87.15			12/1/2021
			2,499			834			89.40			12/1/2022
			2,000			2,000			57.90			12/1/2023
			1,000			3,000			61.05			3/1/2024
			—			7,001			34.20			3/1/2025
			—			29,013	(5)		34.20			3/1/2025
Christopher T. Usher			2,499			834			89.40			12/1/2022			3,218			24,135
			2,000			2,000			57.90			12/1/2023
			1,000			3,000			61.05			3/1/2024
			—			2,830			34.20			3/1/2025
			—			11,728	(5)		34.20			3/1/2025
Jamey S. Seely			1,000			3,000			37.05			12/1/2024			3,033			22,748
			—			3,218			34.20			3/1/2025
			—			13,339	(5)		34.20			3/1/2025

		Option Awards(1)											Stock Awards(2)
Name		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(3)
Kenneth G. Williamson			1,066			—			231.45		12/1/2017			21,056			126,336
			2,333			—			45.00		12/1/2018
			3,333			—			42.45		6/1/2019
			1,466			—			81.60		12/1/2019
			5,000			—			68.70		3/1/2020
			2,333			—			107.85		12/1/2020
			3,333			—			87.15		12/1/2021
			3,333			—			89.40		12/1/2022
			3,000			1,000			57.90		12/1/2023
			2,000			2,000			61.05		3/1/2024
			1,750			5,251			34.20		3/1/2025
			—			29,013	(5)		34.20		3/1/2025
			—			35,000			3.10		3/1/2026
			—			150,000	(5)		3.10		3/1/2026

---

(1)

All stock option information in this table relates to nonqualified stock options granted under either our 2004 LTIP or 2013 LTIP. All of the unvested options in this table vest 25% each year over a four-year period.






Table of Contents

(2)

The amounts shown represent shares of restricted stock granted under either our 2004 LTIP or 2013 LTIP. While unvested, the holder is entitled to the same voting rights as all other holders of Common Stock. All of the restricted stock awards vest in one-third increments each year, over a three-year period.



(3)

Pursuant to SEC rules, the market value of each executive's shares of unvested restricted stock was calculated by multiplying the number of shares by $7.50$6.00 (the closing price per share of our Common Stock on the NYSE on December 31, 2015)2016).



(4)

The amounts shown reflect awards of cash-settled SARs granted to Mr. Hanson on December 1, 2008 under our Stock Appreciation Rights Plan. Mr. Hanson's SARs vested in full on December 1, 2011.



(5)

The amounts shown reflect awards of cash-settled SARs granted on March 1, 2015 and March 1, 2016 under our Stock Appreciation Rights Plan. The vesting of the SARs is achieved through both a market condition and a service condition. The market condition is achieved, in part or in full, in the event that during the four-year period beginning on the date of grant the 20-day trailing volume-weighted average price of a share of Common Stock is (i) greater than 120% of the exercise price for the first 1/¹/3 of the awards, (ii) greater than 125% of the exercise price for the second 1/¹/3 of the awards and (iii) greater than 130% of the exercise price for the final 1/¹/3 of the awards. The exercise condition restricts the ability of the holders to exercise awards until certain service milestones have been reached such that (i) no more than 1/¹/3 of the awards may be exercised, if vested, on and after the first anniversary of the date of grant, (ii) no more than 2/²/3 of the awards may be exercised, if vested, on and after the second anniversary of the date of grant and (iii) all of the awards may be exercised, if vested, on and after the third anniversary of the date of grant.



(6)

We do not have outstanding any Equity Incentive Plan Awards as defined by the SEC rules. As a result, the above table omits the following columns:



•

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options



•

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




Table of Contents


20152016 OPTION EXERCISES AND STOCK VESTED


        The following table sets forth certain information with respect to option and stock exercises by the named executive officers during the year ended December 31, 2015:2016:

		Option Awards						Stock Awards							Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)				Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(1)
R. Brian Hanson(2)			—			—			3,889			72,086				—			—			5,760			28,527
Steven A. Bate(3)			—			—			1,557			28,168				—			—			2,864			15,818
Kenneth G. Williamson(4)			—			—			1,224			21,529
Jamey S. Seely(4)																—			—			1,159			6,426
Christopher T. Usher(5)			—			—			2,001			27,823				—			—			1,516			7,871
Jamey S. Seely(6)			—			—			445			3,605
Kenneth G. Williamson(6)																—			—			2,443			11,626

---

(1)

The values realized upon vesting of stock awards contained in the table are based on the market value of our Common Stock on the date of vesting.



(2)

The value realized by Mr. Hanson on the vesting of his restricted stock awards was calculated by multiplying (a) 1,5554,427 shares by $34.20$4.05 (the closing price per share of our Common Stock on the NYSE on March 2, 2015, the first NYSE trading date after his March 1, 2015 vesting date)2016) and (b) 2,3341,333 shares by $8.10$7.95 (the closing price per share of our Common Stock on the NYSE on the December 1, 20152016 vesting date).






Table of Contents

(3)

The value realized by Mr. Bate on the vesting of his restricted stock awards was calculated by multiplying (a) 3341,643 shares by $34.20$4.05 (the closing price per share of our Common Stock on the NYSE on March 2, 2015, the first NYSE trading date after his March 1, 2015 vesting date)2016); 556555 shares by $20.40$6.97 (the closing price per share of our Common Stock on the NYSE on June 1, 2015)2016) and (b) 667666 shares by $8.10$7.95 (the closing price per share of our Common Stock on the NYSE on the December 1, 20152016 vesting date).



(4)

The value realized by Mr. WilliamsonMs. Seely on the vesting of hisher restricted stock awards was calculated by multiplying (a) 445715 shares by $34.20$4.05 (the closing price per share of our Common Stock on the NYSE on March 2, 2015, the first NYSE trading date after his March 1, 2015 vesting date)2016) and (b) 779444 shares by $8.10$7.95 (the closing price per share of our Common Stock on the NYSE on the December 1, 20152016 vesting date).



(5)

The value realized by Mr. Usher on the vesting of his restricted stock awards was calculated by multiplying (a) 4451,072 shares by $34.20$4.05 (the closing price per share of our Common Stock on the NYSE on March 2, 2015, the first NYSE trading date after his March 1, 2015 vesting date)2016) and (b) 1,556444 shares by $8.10$7.95 (the closing price per share of our Common Stock on the NYSE on the December 1, 20152016 vesting date).



(6)

The value realized by Ms. SeelyMr. Williamson on the vesting of herhis restricted stock awards was calculated by multiplying 445(a) 1,999 shares by $8.10$4.05 (the closing price per share of our Common Stock on the NYSE on March 1, 2016) and (b) 444 shares by $7.95 (the closing price per share of our Common Stock on the NYSE on the December 1, 20152016 vesting date).


Potential Payments Upon Termination or Change of Control


        Under the terms of our equity-based compensation plans and our employment agreements, our Chief Executive Officer and certain of our other named executive officers are entitled to payments and benefits upon the occurrence of specified events including termination of employment (with and without cause) and upon a change in control of our Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of December 31, 2015,2016, are described in detail below. In the case of each employment agreement, the terms of these arrangements were established through the course of arms-length negotiations with each executive officer, both at the time of hire and at the times of any later amendment. As part of these negotiations, the Compensation Committee analyzed the terms of the




Table of Contents

same or similar arrangements for comparable executives employed by companies in our industry group. This approach was used by the committee in setting the amounts payable and the triggering events under the arrangements. The termination of employment provisions of the employment agreements were entered into in order to address competitive concerns by providing those individuals with a fixed amount of compensation that would offset the potential risk of leaving their prior employer or foregoing other opportunities in order to join our Company. At the time of entering into these arrangements, the Compensation Committee considered the aggregate potential obligations of our Company in the context of the desirability of hiring the individual and the expected compensation upon joining us. However, these contractual severance and post- termination arrangements have not affected the decisions the Compensation Committee has made regarding other compensation elements and the rationale for compensation decisions made in connection with these arrangements.

        The following summaries set forth estimated potential payments payable to each of our named executive officers upon termination of employment or a change of control of our Company under their current employment agreements and our stock plans and other compensation programs as if his employment had so terminated for these reasons, or the change of control had so occurred, on December 31, 2015.2016. The Compensation Committee may, in its discretion, agree to revise, amend or add to the benefits if it deems advisable. For purposes of the following summaries, dollar amounts are estimates based on annual base salary as of December 31, 2015,2016, benefits paid to the named executive




Table of Contents

officer in fiscal 20152016 and stock and option holdings of the named executive officer as of December 31, 2015.2016. The summaries assume a price per share of ION Common Stock of $7.50$6.00 per share, which was the closing price per share on December 31, 2015,2016, as reported on the NYSE. The actual amounts to be paid to the named executive officers can only be determined at the time of each executive's separation from the Company.

        The amounts of potential future payments and benefits as set forth in the tables below, and the descriptions of the assumptions upon which such future payments and benefits are based and derived, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are estimates of payments and benefits to certain of our executives upon their termination of employment or a change in control, and actual payments and benefits may vary materially from these estimates. Actual amounts can only be determined at the time of such executive's actual separation from our Company or the time of such change in control event. Factors that could affect these amounts and assumptions include the timing during the year of any such event, the price of our Common Stock, unforeseen future changes in our Company's benefits and compensation methodology and the age of the executive.

R. Brian Hanson

        Termination and Change of Control.    Mr. Hanson is entitled to certain benefits under his employment agreement upon the occurrence of any of the following events:

•

we terminate his employment other than for cause, death or disability;



•

Mr. Hanson resigns for "good reason"; or



•

a "change in control" involving our Company occurs and, within 12 months following the change in control, (a) we or our successor terminate Mr. Hanson's employment or (b) Mr. Hanson terminates his employment after we or our successor (i) elect not to extend the term of his employment agreement, (ii) assign to Mr. Hanson duties inconsistent with his CEO position, duties, functions, responsibilities, authority or reporting relationship to the Board under his employment agreement, (iii) become a privately-owned company as a result of a transaction in which Mr. Hanson does not participate within the acquiring group, (iv) are rendered a subsidiary or division or other unit of another company; or (v) take any action that would constitute "good reason" under his employment agreement.




Table of Contents

        Under Mr. Hanson's employment agreement, a "change in control" occurs upon any of the following (which we refer to in this section as an "Employment Agreement Change of Control"):

(1)

the acquisition by a person or group of beneficial ownership of 40% or more of our outstanding shares of Common Stock other than any acquisitions directly from ION, acquisitions by ION or an employee benefit plan maintained by ION, or certain permitted acquisitions in connection with a "Merger" (as defined in sub-paragraph (3) below);



(2)

changes in directors on our board of directors such that the individuals that constitute the entire board cease to constitute at least a majority of directors of the board, other than new directors whose appointment or nomination for election was approved by a vote of at least a majority of the directors then constituting the entire board of directors (except in the case of election contests);



(3)

consummation of a "Merger"—that is, a reorganization, merger, consolidation or similar business combination involving ION—unless (i) owners of ION Common Stock immediately following such business combination together own more than 50% of the total outstanding stock or voting power of the entity resulting from the business combination in substantially the same proportion as their ownership of ION voting securities immediately prior to such Merger




Table of Contents

and (ii) at least a majority of the members of the board of directors of the corporation resulting from such Merger (or its parent corporation) were members of our board of directors at the time of the execution of the initial agreement providing for the Merger; or





(4)

the sale or other disposition of all or substantially all of our assets.

        Upon the occurrence of any of the above events and conditions, Mr. Hanson would be entitled to receive the following (less applicable withholding taxes and subject to compliance with non-compete, non-solicit and no-hire obligations):

•

over a two-year period, a cash amount equal to two times his annual base salary and two times his target bonus amount in effect for the year of termination;



•

a prorated portion of any unpaid target incentive plan bonus for the year of termination; and



•

continuation of insurance coverage for Mr. Hanson as of the date of his termination for a period of two years at the same cost to him as prior to the termination.

        In addition, upon the occurrence of any of the above events or conditions, the vesting period for all of Mr. Hanson's unvested equity awards granted on or after January 1, 2012 having a remaining vesting period of two years or less as of the date of termination will immediately accelerate to vest in full. In such event, all restrictions on the awards will thereupon be immediately lifted and the exercise period of all outstanding vested stock options (including the option awards that have been so accelerated) granted on or after January 1, 2012 will continue in effect until the earlier of (a) two years after the date of termination or (b) the expiration of the full original term, as specified in each applicable stock option agreement.

        Change of Control Under Equity Compensation Plans.    Mr. Hanson and our other named executive officers currently hold outstanding awards under one or more of the following three equity compensation plans: our 2004 LTIP, 2013 LTIP and our Stock Appreciation Rights Plan. Under these plans, a "change of control" will be deemed to have occurred upon any of the following (which we refer to in this section as a "Plan Change of Control"):

(1)

the acquisition by a person or group of beneficial ownership of 40% or more of the outstanding shares of Common Stock other than acquisitions directly from ION, acquisitions by ION or an employee benefit plan maintained by ION, or certain permitted acquisitions in connection with a business combination described in sub-paragraph (3) below;





Table of Contents

(2)

changes in directors such that the individuals that constitute the entire board of directors cease to constitute at least a majority of directors of the board, other than new directors whose appointment or nomination for election was approved by a vote of at least a majority of the directors then constituting the entire board of directors (except in the case of election contests);



(3)

consummation of a reorganization, merger, consolidation or similar business combination involving ION, unless (i) owners of our Common Stock immediately following such transaction together own more than 50% of the total outstanding stock or voting power of the entity resulting from the transaction and (ii) at least a majority of the members of the board of directors of the entity resulting from the transaction were members of our board of directors at the time the agreement for the transaction is signed; or



(4)

the sale of all or substantially all of our assets.

        Upon any such "Plan Change of Control," all of Mr. Hanson's stock options granted to him under the 2004 LTIP or the 2013 LTIP will become fully exercisable, all unvested restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to him under the 2008 Stock Appreciations Rights Plan will become fully exercisable. In addition, any change of control of our Company will cause the remaining term of Mr. Hanson's employment agreement to adjust automatically adjust to two years, commencing on the effective date of the change of control.




Table of Contents

        We believe the double-trigger change-of-control benefit referenced above maximizes shareholder value because it motivates Mr. Hanson to remain in his position for a sufficient period of time following a change of control to ensure a smoother integration and transition for the new owners. Given his experience with our Company and within the seismic industry as our CFO and CEO, we believe Mr. Hanson's severance structure is in our best interest because it ensures that for a two-year period after leaving our employment, Mr. Hanson will not be in a position to compete against us or otherwise adversely affect our business.

        Death, Disability or Retirement.    Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Hanson holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Hanson holds would automatically accelerate and become fully vested. No unvested shares of restricted stock held by Mr. Hanson would automatically accelerate and become fully vested upon his retirement.

        Termination by Us for Cause or by Mr. Hanson Other Than for Good Reason.    Upon any termination by us for cause or any resignation by Mr. Hanson for any reason other than for "good reason" (as defined in his employment agreement), Mr. Hanson is not entitled to any payment or benefit other than the payment of unpaid salary and possibly accrued and unused vacation pay.

        Mr. Hanson's currently-held vested stock options and stock appreciation rights will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable plan and grant agreement. If Mr. Hanson is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited. We have not agreed to provide Mr. Hanson any additional payments in the event any payment or benefit under his employment agreement is determined to be subject to the excise tax for "excess parachute payments" under U.S. federal income tax rules, or any other "tax gross-ups" under this employment agreement.




Table of Contents

        Assuming Mr. Hanson's employment was terminated under each of these circumstances or a change of control occurred on December 31, 2015,2016, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Bonus ($)(2)			Insurance Continuation ($)(3)			Tax Gross-Ups ($)			Value of Accelerated Equity Awards ($)(4)				Cash Severance ($)(1)			Bonus ($)(2)			Insurance Continuation ($)(3)			Tax Gross-Ups ($)			Value of Accelerated Equity Awards ($)(4)
Without Cause or For Good Reason			1,121,538			1,121,538			35,840			—			—				1,080,000			1,080,000			37,805			—			—
Termination after change in control			1,121,538			1,121,538			35,840			—			97,943				1,080,000			1,080,000			37,805			—			1,623,794
Change of Control (if not terminated), Death or Disability			—			—			—			—			97,943				—			—			—			—			1,623,794
Retirement			—			—			—			—			—				—			—			—			—			1,160,000
Voluntary Termination			—			—			—			—			—				—			—			—			—			—

---

(1)

Payable over a two-year period. In addition to the listed amounts, if Mr. Hanson resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Hanson is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

Represents two times the estimate of the target bonus payment Mr. Hanson would be entitled to receive pursuant to our 20152016 bonus incentive plan. The actual bonus payment he would be entitled to receive upon his termination may be different from the estimated amount, depending on the achievement of payment criteria under the bonus plan.






Table of Contents

(3)

The value of insurance continuation contained in the above table is the total cost of COBRA continuation coverage for Mr. Hanson, maintaining his same levels of medical, dental and other insurance as in effect on December 31, 2015,2016, less the amount of premiums to be paid by Mr. Hanson for such coverage.



(4)

As of December 31, 2015,2016, Mr. Hanson held 13,05977,299 unvested shares of restricted stock, and unvested stock options to purchase 22,506114,692 shares of Common Stock and 53,557 shares of353,557 unvested cash-settled stock appreciation rights. The value of accelerated unvested options was calculated by multiplying 100,000 shares underlying Mr. Hanson's unvested options by $6.00 (the closing price per share on December 31, 2016) and stock appreciation rights held by Mr. Hanson hadthen deducting the aggregate exercise price for those shares (equal to $3.10 per share for those 100,000 options). The options having an exercise price greater than $7.50, therefore, these options and rights$6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 13,05977,299 shares by $7.50.$6.00. The value of accelerated unvested stock appreciation rights was calculated by multiplying 300,000 shares by $6.00 and then deducting the settlement price of $3.10. Stock appreciation rights having an exercise price greater than $6.00 were calculated as having a zero value.

Steven A. Bate

        Termination and Change of Control.    Mr. Bate is entitled to certain benefits under his employment agreement upon the occurrence of any of the following events:

•

we terminate his employment other than for cause, death or disability;



•

Mr. Bate resigns for "good reason"; or



•

an "Employment Agreement Change of Control" (see "—R. Brian Hanson—Termination and Change of Control" above) involving our Company occurs and, within 12 months following the change in control, (a) we or our successor terminate Mr. Bate's employment or (b) Mr. Bate terminates his employment after we or our successor (i) elect not to extend the term of his




Table of Contents

employment agreement, (ii) assign to Mr. Bate duties inconsistent with his CFO position, duties, functions, responsibilities, authority or reporting relationship to the Board under his employment agreement, (iii) become a privately-owned company as a result of a transaction in which Mr. Bate does not participate within the acquiring group, (iv) are rendered a subsidiary or division or other unit of another company; or (v) take any action that would constitute "good reason" under his employment agreement.

        Upon the occurrence of any of the above events and conditions, Mr. Bate would be entitled to receive the following (less applicable withholding taxes and subject to compliance with non-compete, non-solicit and no-hire obligations):

•

over a two-year period, a cash amount equal to two times his annual base salary in effect for the year of termination;



•

a prorated portion of any unpaid target incentive plan bonus for the year of termination; and



•

continuation of insurance coverage for Mr. Bate as of the date of his termination for a period of eighteen months at the same cost to him as prior to the termination.

        Change of Control Under Equity Compensation Plans.    Upon a "Plan Change of Control", (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of Mr. Bate's stock options granted to him under the 2004 LTIP or the 2013 LTIP will become fully exercisable, all restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to him under the 2008 Stock Appreciations Rights Plan will become fully exercisable. In addition, any change of control of our Company will cause the remaining term of Mr. Bate's employment agreement to adjust automatically adjust to two years, commencing on the effective date of the change of control.




Table of Contents

        Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Bate holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Bate holds would automatically accelerate and become fully vested. No unvested shares of restricted stock held by Mr. Bate would automatically accelerate and become fully vested upon his retirement.

        Upon any termination by us for cause or any resignation by Mr. Bate for any reason other than for "good reason" (as defined in his employment agreement), Mr. Bate is not entitled to any payment or benefit other than the payment of unpaid salary and possibly accrued and unused vacation pay.

        Mr. Bate's currently-held vested stock options and stock appreciation rights will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable plan and grant agreement. If Mr. Bate is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.




Table of Contents

        Assuming Mr. Bate employment was terminated under each of these circumstances or a change of control occurred on December 31, 2015,2016, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Bonus ($)(2)			Insurance Continuation ($)(3)			Value of Accelerated Equity Awards ($)(4)				Cash Severance ($)(1)			Bonus ($)(2)			Insurance Continuation ($)(3)			Value of Accelerated Equity Awards ($)(4)
Without Cause or For Good Reason			700,962			—			18,755			—				675,000			—			19,765			—
Termination after change in control			700,962			—			18,755			46,973				675,000			—			19,765			810,394
Change of Control (if not terminated), Death or Disability			—			—			—			46,973				—			—			—			810,394
Retirement			—			—			—			—				—			—			—			580,000
Voluntary Termination			—			—			—			—				—			—			—			—

---

(1)

Payable over a two-year period. In addition to the listed amounts, if Mr. Bate resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Bate is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

The actual bonus payment he would be entitled to receive upon his termination may be different from the estimated amount, depending on the achievement of payment criteria under the bonus plan.



(3)

The value of insurance continuation contained in the above table is the total cost of COBRA continuation coverage for Mr. Bate, maintaining his same levels of medical, dental and other insurance as in effect on December 31, 2015,2016, less the amount of premiums to be paid by Mr. Bate for such coverage.



(4)

As of December 31, 2015,2016, Mr. Bate held 6,26338,399 unvested shares of restricted stock, and unvested stock options to purchase 14,23259,509 shares of Common Stock and 24,444174,444 unvested shares of cash-settled Stock Appreciation Rights (SARs). Options and stock appreciation rights heldrights. The value of accelerated unvested options was calculated by him hadmultiplying 50,000 shares underlying Mr. Bate's unvested options by $6.00 (the closing price per share on December 31, 2016) and then deducting the aggregate exercise price for those shares (equal to $3.10 per share for those 50,000 options). The options having an exercise price greater than $7.50 and$6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 6,26338,399 shares by $7.50.




Table$6.00. The value of Contents

Kenneth G. Williamson

        Mr. Williamson is not entitled to receive any contractual severance pay if we terminate his employment without cause. Upon a "Plan Change of Control" (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of his unvested stock options granted to him under the 2004 LTIP or the 2013 LTIP will become fully exercisable, all unvested restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and allaccelerated unvested stock appreciation rights granted to him underwas calculated by multiplying 150,000 shares by $6.00 and then deducting the 2008settlement price of $3.10. Stock Appreciations Rights Plan will become fully exercisable. Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Williamson holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Williamson holds would automatically accelerate and become fully vested. No unvested shares of restricted stock held by Mr. Williamson would automatically accelerate and become fully vested upon his retirement.

        The vested stock options and stock appreciation rights held by Mr. Williamson will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable stock plan and grant agreement. If Mr. Williamson is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.

        Assuming his employment was terminated under each of these circumstances or a change of control occurred on December 31, 2015, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Value of Accelerated Equity Awards ($)(2)
Without Cause			—			—
Change of Control (regardless of termination), Death or Disability			—			44,993
Retirement			—			—
Voluntary Termination			—			—

---

(1)

If Mr. Williamson resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Williamson is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

As of December 31, 2015, Mr. Williamson held 5,999 unvested shares of restricted stock and unvested stock options to purchase 12,835 shares of Common Stock and 29,013 unvested shares of cash-settled Stock Appreciation Rights (SARs). Options and SARs held by him hadhaving an exercise price greater than $7.50 and$6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 5,999 shares by $7.50.

Christopher T. Usher

        Mr. Usher is not entitled to receive any contractual severance pay if we terminate his employment without cause. Upon a "Plan Change of Control" (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of his unvested stock options granted to him under the 2004




Table of Contents

LTIP or the 2013 LTIP will become fully exercisable, all restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to him under the 2008 Stock Appreciations Rights Plan will become fully exercisable. Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Usher holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Usher holds would automatically accelerate and become fully vested. No unvested shares of restricted stock held by Mr. Usher would automatically accelerate and become fully vested upon his retirement.

        The vested stock options and stock appreciation rights held by Mr. Usher will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable stock plan and grant agreement. If Mr. Usher is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.

        Assuming his employment was terminated under each of these circumstances or a change of control occurred on December 31, 2015, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Value of Accelerated Equity Awards ($)(2)
Without Cause			—			—
Change of Control (regardless of termination), Death or Disability			—			24,135
Retirement			—			—
Voluntary Termination			—			—

---

(1)

If Mr. Usher resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Usher is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

As of December 31, 2015, Mr. Usher held 3,218 unvested shares of restricted stock and unvested stock options to purchase 8,664 shares of Common Stock and 11,728 shares of unvested cash-settled Stock Appreciation Rights (SARs). Options and stock appreciation rights held by him had an exercise price greater than $7.50 and were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 3,218 shares by $7.50.

Jamey S. Seely

        Ms. Seely is not entitled to receive any contractual severance pay if we terminate her employment without cause. Upon a "Plan Change of Control" (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of her unvested stock options granted to her under the 2013 LTIP will become fully exercisable, all unvested restricted stock awards granted to her under the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to her under the 2008 Stock Appreciations Rights Plan will become fully exercisable. Upon her death or disability, all unvested options, restricted stock and stock appreciation rights that Ms. Seely holds would automatically accelerate and become fully vested. Upon her retirement, all unvested options and stock appreciation rights that Ms. Seely holds would automatically accelerate and become




Table of Contents

fully vested. No shares of unvested restricted stock held by Ms. Seely would automatically accelerate and become fully vested upon her retirement.

        The vested stock options and stock appreciation rights held by Ms. Seely will remain exercisable after her termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable stock plan and grant agreement. If Ms. Seely is terminated for cause, all of her vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.

        Assuming her employment was terminated under each of these circumstances or a change of control occurred on December 31, 2015,2016, her payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Value of Accelerated Accelerated Equity Awards ($)(2)
Without Cause			—			—
Change of Control (regardless of termination), Death or Disability			—			22,748801,244
Retirement			—			—580,000
Voluntary Termination			—			—

---

(1)

If Ms. Seely resigns or her employment is terminated for any reason, she may be paid for her unused vacation days. Ms. Seely is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

As of December 31, 2015,2016, Ms. Seely held 3,03336,874 unvested shares of restricted stock, and unvested stock options to purchase 6,21854,414 shares of Common Stock and 13,339163,339 unvested cash-settled Stock Appreciation Rights (SARs)stock appreciation rights. The value of accelerated unvested options was calculated by multiplying 50,000 shares underlying Ms. Seely's unvested options by $6.00 (the closing price per share on December 31, 2016) and then deducting the aggregate exercise price for those shares (equal to $3.10 per share for those 50,000 options). Options and SARs held by her hadThe options having an exercise price greater than $7.50 and$6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 3,03336,874 shares by $7.50.$6.00. The value of accelerated unvested stock appreciation rights was calculated by multiplying 150,000 shares by $6.00 and then deducting the settlement price of $3.10. Stock appreciation rights having an exercise price greater than $6.00 per share were calculated as having a zero value.

Christopher T. Usher

        Mr. Usher is not entitled to receive any contractual severance pay if we terminate his employment without cause. Upon a "Plan Change of Control" (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of his unvested stock options granted to him under the 2004 LTIP or the 2013 LTIP will become fully exercisable, all restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to him under the 2008 Stock Appreciations Rights Plan will become fully exercisable. Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Usher holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Usher holds would




Table of Contents

automatically accelerate and become fully vested. No unvested shares of restricted stock held by Mr. Usher would automatically accelerate and become fully vested upon his retirement.

        The vested stock options and stock appreciation rights held by Mr. Usher will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable stock plan and grant agreement. If Mr. Usher is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.

        Assuming his employment was terminated under each of these circumstances or a change of control occurred on December 31, 2016, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Value of Accelerated Equity Awards ($)(2)
Without Cause			—			—
Change of Control (regardless of termination), Death or Disability			—			600,512
Retirement			—			507,500
Voluntary Termination			—			—

---

(1)

If Mr. Usher resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Usher is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

As of December 31, 2016, Mr. Usher held 15,502 unvested shares of restricted stock, unvested stock options to purchase 30,123 shares of Common Stock and 161,728 unvested cash-settled stock appreciation rights. The value of accelerated unvested options was calculated by multiplying 25,000 shares underlying Mr. Usher's unvested options by $6.00 (the closing price per share on December 31, 2016) and then deducting the aggregate exercise price for those shares (equal to $3.10 per share for those 25,000 options). The options having an exercise price greater than $6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 15,502 shares by $6.00. The value of accelerated unvested stock appreciation rights was calculated by multiplying 150,000 shares by $6.00 and then deducting the settlement price of $3.10. Stock appreciation rights having an exercise price greater than $6.00 per share were calculated as having a zero value.

Kenneth G. Williamson

        Mr. Williamson is not entitled to receive any contractual severance pay if we terminate his employment without cause. Upon a "Plan Change of Control" (see "—R. Brian Hanson—Change of Control Under Equity Compensation Plans" above), all of his unvested stock options granted to him under the 2004 LTIP or the 2013 LTIP will become fully exercisable, all unvested restricted stock awards granted to him under the 2004 LTIP or the 2013 LTIP will automatically accelerate and become fully vested, and all unvested stock appreciation rights granted to him under the 2008 Stock Appreciations Rights Plan will become fully exercisable. Upon his death or disability, all unvested options, restricted stock and stock appreciation rights that Mr. Williamson holds would automatically accelerate and become fully vested. Upon his retirement, all unvested options and stock appreciation rights that Mr. Williamson holds would automatically accelerate and become fully vested. No unvested




Table of Contents

shares of restricted stock held by Mr. Williamson would automatically accelerate and become fully vested upon his retirement.

        The vested stock options and stock appreciation rights held by Mr. Williamson will remain exercisable after his termination of employment, death, disability or retirement for periods of between three months and one year following such event, depending on the event and the terms of the applicable stock plan and grant agreement. If Mr. Williamson is terminated for cause, all of his vested and unvested stock options, unvested restricted stock, and vested and unvested stock appreciation rights will be immediately forfeited.

        Assuming his employment was terminated under each of these circumstances or a change of control occurred on December 31, 2016, his payments and benefits would have an estimated value as follows (less applicable withholding taxes):

Scenario		Cash Severance ($)(1)			Value of Accelerated Equity Awards ($)(2)
Without Cause			—			—
Change of Control (regardless of termination), Death or Disability			—			662,836
Retirement			—			536,500
Voluntary Termination			—			—

---

(1)

If Mr. Williamson resigns or his employment is terminated for any reason, he may be paid for his unused vacation days. Mr. Williamson is currently entitled to 20 vacation days per year. The above table assumes that there is no earned but unpaid base salary as of the time of termination.



(2)

As of December 31, 2016, Mr. Williamson held 21,056 unvested shares of restricted stock, unvested stock options to purchase 43,251 shares of Common Stock and 179,013 unvested cash-settled stock appreciation rights. The value of accelerated unvested options was calculated by multiplying 35,000 shares underlying Mr. Williamson's unvested options by $6.00 (the closing price per share on December 31, 2016) and then deducting the aggregate exercise price for those shares (equal to $3.10 per share for those 35,000 options). The options having an exercise price greater than $6.00 per share were calculated as having a zero value. The value of the restricted stock that would accelerate and fully vest in the event of a Change in Control, death or disability was calculated by multiplying 21,056 shares by $6.00. The value of accelerated unvested stock appreciation rights was calculated by multiplying 150,000 shares by $6.00 and then deducting the settlement price of $3.10. Stock appreciation rights having an exercise price greater than $6.00 per share were calculated as having a zero value.


20152016 Pension Benefits And Nonqualified Deferred Compensation


        None of our named executive officers participates or has account balances in (i) any qualified or non-qualified defined benefit plans or (ii) any non-qualified defined contribution plans or other deferred compensation plans maintained by us.




Table of Contents


Equity Compensation Plan Information
(as of December 31, 2015)2016)


        The following table provides certain information regarding our equity compensation plans under which equity securities are authorized for issuance, categorized by (i) the equity compensation plans




Table of Contents

previously approved by our shareholders and (ii) the equity compensation plans not previously approved by our shareholders:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)				Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Shareholders
2003 Stock Option Plan			2,665		$	194.95			—				1,999		$	216.02			—
2004 Long-Term Incentive Plan ("2004 LTIP")			448,254		$	97.24			—				339,653		$	93.44			—
2013 Long-Term Incentive Plan ("2013 LTIP")			102,354		$	45.22			97,003
Second Amended and Restated 2013 Long-Term Incentive Plan ("2013 LTIP")													498,459		$	10.85			599,720
2010 Employee Stock Purchase Plan			—			—			51,341				—			—			47,241
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​
Subtotal			553,273						148,344				840,111						646,961
Equity Compensation Plans Not Approved by Shareholders
ARAM Systems Employee Inducement Stock Option Program			7,524		$	211.50			—				7,524		$	211.50			—
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​
Subtotal			7,524						—				7,524						—
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​
Total			560,797						148,344				847,635						646,961
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​
​
​	​	​	​	​		​	​	​	​	​	​	​	​	​		​	​	​	​	​

        Following is a brief description of the material terms of the equity compensation plan that was not approved by our shareholders:

        ION Geophysical Corporation—ARAM Systems Employee Inducement Stock Option Program.    In connection with our acquisition of all of the capital stock of ARAM Systems, Ltd and its affiliates in September 2008, we entered into employment inducement stock option agreements with 48 key employees of ARAM as material inducements to their joining ION. The terms of these stock options are for 10 years, and the options become exercisable in four equal installments each year with respect to 25% of the shares each on the first, second, third and fourth consecutive anniversary dates of the date of grant. The options may be sooner exercised upon the occurrence of a "change of control" of ION. The number of shares of Common Stock covered by each option is subject to adjustment to prevent dilution resulting from stock dividends, stock splits, recapitalizations or similar transactions.

        A description of our Stock Appreciation Rights Plan has not been provided in this sub-section because awards of SARs made under that plan may be settled only in cash.




Table of Contents


ITEM 2—ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION


        As required by Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory basis, the compensation of our named executive officers as we have described it in the "Executive Compensation" section of this Proxy Statement. This advisory vote is sometimes referred to as "Say on Pay." While this vote is not binding on our Company, management and the Compensation Committee will review the voting results for purposes of obtaining information regarding investor sentiment about our executive compensation philosophy, policies and practices. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the negative votes, and consider them in making decisions about our executive compensation programs in the future. At our 20152016 Annual Meeting, our shareholders approved our non-binding advisory vote to approve the compensation of our named executive officers, with more than 76%75% of the votes cast on the proposal voting in favor of its approval.

        We believe that the information we have provided within the Executive Compensation section of this Proxy Statement demonstrates that our executive compensation program is designed appropriately and is working to ensure management's interests are aligned with our shareholders' interests to support long-term value creation. As described above in detail under "Compensation Discussion and Analysis," our compensation program reflects a balance of short-term incentives (including performance-based cash bonus awards), long-term incentives (including equity awards that vest over up to four years), and protective measures, such as clawback and anti-hedging policies and stock ownership guidelines, that are designed to support our long-term business strategies and drive creation of shareholder value. We believe that our program is (i) aligned with the competitive market for talent, (ii) sensitive to our financial performance and (iii) oriented to long-term incentives, in order to maintain and improve our long-term profitability. We believe our program delivers reasonable pay that is strongly linked to our performance over time relative to peer companies and rewards sustained performance that is aligned with long-term shareholder interests. Our executive compensation program is also designed to attract and to retain highly-talented executive officers who are critical to the successful implementation of our Company's strategic business plan.

        We routinely evaluate the individual elements of our compensation program in light of market conditions and governance requirements and make changes as appropriate for our business. For example, in 2009 we reduced base salaries for most company employees, with the largest percentage reductions borne by our executives, including our named executive officers. In addition, our employment contract with our Chief Executive Officer does not contain tax gross-ups or single trigger change of control provisions. We are continuously seeking to improve our executive compensation programs and align our programs with shareholder interests. We believe that our executive compensation program continues to drive and promote superior financial performance for our Company and our shareholders over the long term through a variety of business conditions.

        We have regularly sought approval from our shareholders regarding portions of our compensation program that we have used to motivate, retain and reward our executives. Since 2000, our shareholders have voted on and approved our equity compensation plans (and amendments to those plans) thirteen times, in addition to approving our overall executive compensation program for each of the last six years. Those incentive plans make up a significant portion of the overall compensation that we provide to our executives. Over the years, we have made numerous changes to our executive compensation program in response to shareholder input. Because the vote is advisory, however, it will not be binding upon our Board or the Compensation Committee, and neither our Board nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting in May 2016, our next say-on-pay vote will occur at our next Annual Meeting scheduled to be held in May 2017.




Table of Contents

        Accordingly, our Board strongly endorses the Company's executive compensation program and recommends that shareholders vote in favor of the following advisory resolution:

        RESOLVED, that the shareholders approve the compensation paid to the named executive officers of the Company, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the Company's Proxy Statement for the 20162017 Annual Meeting of Shareholders.

        We encourage our shareholders to review closely review the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure before voting on this proposal. The Compensation Discussion and Analysis describes and explains our executive compensation policies and practices and the process that was used by the Compensation Committee of our Board to reach its decisions on the compensation of our named executive officers for 2016. It also contains a discussion and analysis of each of the primary components of our executive compensation program—base salary, annual cash incentive awards and long-term incentive awards—and the various post-employment arrangements that we have entered into with certain of our named executive officers.

        The Board recommends that shareholders vote "FOR" the advisory (non-binding) vote to approve the compensation of our named executive officers, as described in this Proxy Statement.


ITEM 3—ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION


        In addition to the advisory approval of our executive compensation program, we are also seeking a non-binding determination from our shareholders as to the frequency with which shareholders would have an opportunity to provide an advisory approval of our executive compensation program in the future. We are providing shareholders the option of selecting a frequency of one, two or three years, or abstaining from voting altogether. For the reasons described below, we recommend that our shareholders select a frequency of an annual vote.

        Please note that the advisory vote by the shareholders on frequency is distinct from the advisory vote on the compensation of our named executive officers as described in this proxy statement. This proposal deals with the issue of how frequently an advisory vote on compensation should be presented to our shareholders in the future.

        Although we recognize the potential benefits of having less frequent advisory votes on executive compensation (including allowing the Company additional time to conduct a more detailed review of its pay practices in response to the outcome of shareholder advisory votes), our compensation committee reviews the compensation program ever year. An annual shareholder vote allows our shareholders to provide us with direct and immediate feedback regarding the compensation program, and enables our compensation committee to evaluate any changes in shareholder sentiment as it conducts its regular compensation review.

        We also acknowledge the current shareholder expectations regarding having the opportunity to express their views on the Company's compensation of its executive officers on an annual basis and believe an annual shareholder vote is consistent with our efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters.

        We therefore request that our shareholders select "Every Year" when voting on the frequency of advisory votes on executive compensation. However, notwithstanding the Board's recommendation and the fact that that this is a non-binding advisory vote only, the Board intends to review and consider the results of the vote and, consistent with our past record of shareholder engagement, accept the results of the shareholder vote on the proposal and hold the next advisory vote on executive compensation within the time frame approved by the shareholders at our Annual Meeting.




Table of Contents

The Board of Directors recommends that shareholders select "EVERY YEAR" on the proposal recommending the frequency of advisory votes on executive compensation.


ITEM 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS


        We have appointed Grant Thornton LLP ("Grant Thornton") as our independent registered public accounting firm (independent auditors) for the fiscal year ending December 31, 2016. Grant Thornton served as our independent auditors for 2015.2016.

        The Board recommends that shareholders vote "FOR" ratification of the appointment of Grant Thornton as our independent auditors for 2016.2017.

        In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Regardless of the outcome of the vote, however, the Audit Committee at all times has the authority within its discretion to recommend and approve any appointment, retention or dismissal of our independent auditors.

        See"Change in Independent Registered Public Accountants" below.


REPORT OF THE AUDIT COMMITTEE


        The following Report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filings under the Securities Act or the Exchange Act, except to the extent ION specifically incorporates this Report by reference therein.

        ION's management is responsible for ION's internal controls, financial reporting process, compliance with laws, regulations and ethical business standards and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. ION's independent registered public accounting firm is responsible for performing an independent audit of ION's financial statements in accordance with generally accepted auditing standards and the effectiveness of ION's internal control over financial reporting, and issuing an opinion thereon. The Board of ION appointed the undersigned directors as members of the Audit Committee and adopted a written charter setting forth the procedures and responsibilities of the Audit Committee. Each year the Audit Committee reviews its Charter and reports to the Board on its adequacy in light of applicable rules of the NYSE. In addition, each year ION furnishes a written affirmation to the NYSE relating to Audit Committee membership, the independence and financial management expertise of the Audit Committee and the adequacy of the Charter of the Audit Committee.




Table of Contents

        The Charter of the Audit Committee specifies that the primary purpose of the Audit Committee is to assist the Board in its oversight of: (1) the integrity of the financial statements of ION; (2) compliance by ION with legal and regulatory requirements; (3) the independence, qualifications and performance of ION's independent registered public accountants; and (4) the performance of ION's internal auditors and internal audit function. In carrying out these responsibilities during 2015,2016, and early in 20162017 in preparation for the filing with the SEC of ION's Annual Report on Form 10-K for the year ended December 31, 2015,2016, the Audit Committee, among other things:

•

reviewed and discussed the audited financial statements with management and ION's independent registered public accounting firm;



•

reviewed the overall scope and plans for the audit and the results of the examinations of ION's independent registered public accounting firm;



•

met with ION management periodically to consider the adequacy of ION's internal control over financial reporting and the quality of its financial reporting and discussed these matters with its independent registered public accounting firm and with appropriate ION financial personnel and internal auditors;




Table of Contents



•

discussed with ION's senior management, independent registered public accounting firm and internal auditors the process used for ION's Chief Executive Officer and Chief Financial Officer to make the certifications required by the SEC and the Sarbanes-Oxley Act of 2002 in connection with the Form 10-K and other periodic filings with the SEC;



•

reviewed and discussed with ION's independent registered public accounting firm (1) their judgments as to the quality (and not just the acceptability) of ION's accounting policies, (2) the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm's communication with the Audit Committee concerning independence, and the independence of the independent registered public accounting firm, and (3) the matters required to be discussed with the Audit Committee under auditing standards generally accepted in the United States, including the matters required by Statement of Public Company Accounting Oversight Board ("PCAOB") AS No. 16,1301, "Communications with Audit Committees";



•

based on these reviews and discussions, as well as private discussions with ION's independent registered public accounting firm and internal auditors, recommended to the Board the inclusion of the audited financial statements of ION and its subsidiaries in the 20152016 Form 10-K for filing with the SEC;



•

recommended the selection of Grant Thornton LLP as ION's independent registered public accounting firm for the fiscal year ending December 31, 2015;2016; and



•

determined that the non-audit services provided to ION by its independent registered public accounting firm (discussed below under "Principal Auditor Fees and Services") are compatible with maintaining the independence of the independent auditors.

        The Audit Committee met five times during 2015.2016. The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee's meetings include, whenever appropriate, executive sessions with ION's independent registered public accountants and with ION's internal auditors, in each case without the presence of ION's management. The Audit Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by ION regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by ION's employees of concerns regarding questionable accounting or auditing matters. However, this oversight does not provide the Audit Committee with an independent basis to determine that management has maintained appropriate accounting and financial




Table of Contents

reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's consideration and discussions with management and the independent registered public accounting firm do not assure that ION's financial statements are presented in accordance with generally accepted accounting principles or that the audit of ION's financial statements has been carried out in accordance with generally accepted auditing standards.

		S. James Nelson, Jr., Chairman Michael C. Jennings James M. Lapeyre, Jr.





CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


        On March 19, 2014, we engaged Grant Thornton to serve as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2015. The decision to retain Grant Thornton as our independent registered public accounting firm was recommended and approved by our Audit Committee effective on March 19, 2014.

        E&Y served as our independent auditor from 2005 through completion of the audit of our consolidated financial statements for 2013. The reports of E&Y on our financial statements for the years ended December 31, 2012 and 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The report of E&Y on the effectiveness of our internal control over financial reporting for the year ended December 31, 2013, which was included in our Annual Report on Form 10-K for the year ended December 31, 2013, was not qualified and did not contain an adverse opinion thereon.

        During the years ended December 31, 2012 and 2013 and through March 20, 2014, the date of our dismissal of E&Y as our independent auditor, there were no disagreements as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference thereto in its reports on our financial statements for such years.

        During the years ended December 31, 2012 and 2013 and through March 20, 2014, there were no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except we reported a material weakness in our internal control over financial reporting as of March 31, 2013, June 30, 2013 and September 30, 2013, in Item 4 of our Quarterly Reports on Form 10-Q/A for the three months ended March 31, 2013 and the six months ended June 30, 2013, and in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2013. The material weakness related to the incorrect presentation of the investments in our SPANs in our condensed consolidated statements of cash flows for the three months ended March 31, 2013 and the six months ended June 30, 2013. The material weakness was reported as remediated as of December 31, 2013, in our Annual Report on Form 10-K for the year ended December 31, 2013.

        E&Y furnished a letter addressed to the SEC stating that it agreed with the above statements concerning E&Y, and a copy of that letter dated March 20, 2014 was filed as an exhibit to our Current Report on Form 8-K that we filed with the SEC on March 20, 2014.

        During the years ended December 31, 2012 and 2013 and through March 19, 2014, we did not consult with Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Grant Thornton concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a




Table of Contents

disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

        In deciding to engage Grant Thornton, our Audit Committee reviewed auditor independence issues and existing commercial relationships with Grant Thornton and concluded that Grant Thornton has no commercial relationship with our Company that would impair its independence.


PRINCIPAL AUDITOR FEES AND SERVICES


        In connection with the audit of the 20152016 financial statements, we entered into an engagement agreement with Grant Thornton that sets forth the terms by which Grant Thornton would perform audit services for our Company. The following table shows the fees billed to us or accrued by us for the audit and other services provided by Grant Thornton for 20152016 and 2014:2015:

Fees		2015			2014				2016			2015
Audit Fees(a)		$	1,049,200		$	1,299,709			$	1,279,600		$	1,049,200
Audit-Related Fees(b)			—			—				—			—
Tax Fees(c)			—			—				—			—
All Other Fees			—		$	15,900				—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	1,049,200		$	1,315,609			$	1,279,600		$	1,049,200
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​			​	​		​	​
​		​	​	​	​	​	​

---

(a)

Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, the audit of the effectiveness of internal control over financial reporting, audits of subsidiaries, statutory audits of subsidiaries required by governmental or regulatory bodies, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards.



(b)

Audit-related fees relate primarily to due diligence services. Also included are licensing fees related to accounting research software.



(c)

Tax fees relate to research and development on a tax credit project in Texas.

        Our Audit Committee Charter provides that all audit services and non- audit services must be approved by the Audit Committee or a member of the Audit Committee. The Audit Committee has delegated to the Chairman of the committee the authority to pre-approve audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees, so long as (i) the estimate of such fees does not exceed $50,000, (ii) the Chairman reports any decisions to pre-approve those services and fees to the full Audit Committee at a future meeting and (iii) the term of any specific pre-approval given by the Chairman does not exceed 12 months from the date of pre-approval.

        All non-audit services were reviewed with the Audit Committee or the Chairman, which concluded that the provision of such services by Grant Thornton, was compatible with the maintenance of such firm's independence in the conduct of its auditing functions.

Other Matters

        A representative of Grant Thornton will be available at the Annual Meeting, will be afforded an opportunity to make a statement if he/she desires to do so and will be available to respond to appropriate questions.




Table of Contents

        This Proxy Statement has been approved by the Board of Directors and is being made available to shareholders by its authority.

				Jamey S. Seely Executive Vice President, General Counsel and Corporate Secretary

Houston, Texas
April 14, 201613, 2017

        The 20152016 Annual Report to Shareholders includes our financial statements for the fiscal year ended December 31, 2015.2016. We have mailed a notice of the 20152016 Annual Report to Shareholders and this Proxy Statement to all of our shareholders of record. The 20152016 Annual Report to Shareholders does not form any part of the material for the solicitation of proxies.




 

NNNNNNNNNNNN . Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q The Board of Directors recommends a vote FOR all the nominees listed, and FOR Proposals No. 2 and No. 4 and ONE YEAR on Proposal No. 3. + 1. Elect the following three (3)two (2) members to the Board of Directors to serve until the 20192020 Annual Meeting of Shareholders or until their respective successors are elected and qualify: For Withhold For Withhold For Withhold 01 - David H. BarrMichael C. Jennings 02 - Franklin Myers 03 - S. James Nelson, Jr.John N. Seitz For Against Abstain ForAgainst1 Year 2 Years 3 Years Abstain 2. Advisory (non-binding) vote to approve the compensation of our named executive officers. 3. Advisory (non-binding) vote on the frequency of shareholder votes on executive compensation. 4. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for 2016.2017. Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. The undersigned hereby revokes all previous proxies given. This Proxy may be revoked at any time prior to a vote thereon. Receipt of the accompanying Proxy Statement and Annual Report of the Company for the fiscal year ended December 31, 2015,2016, is hereby acknowledged. Please sign exactly as your name(s) appears on this card. If shares stand of record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign this Proxy. If shares are held of record by a corporation, this Proxy should be executed by the President or Vice President and the Secretary or Assistant Secretary, and the corporate seal should be affixed thereto. Executors or administrators or other fiduciaries who execute this Proxy for a deceased stockholder should give their full title. Please date the Proxy. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 3 2 74 6 6 7 5 0 2 02BD0C02JJND NNNNNNNNN B A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION



 




. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — ION Geophysical Corporation PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 201617, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The aforesigned hereby appoints James M. Lapeyre, Jr. and R. Brian Hanson, and each of them, with full power of substitution to represent the aforesigned and to vote all of the shares of Common Stock in ION Geophysical Corporation (the “Company”), a Delaware corporation, that the aforesigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on May 18, 2016,17, 2017, and at any adjournment or postponement thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the Proxy Statement of the Company dated April 14, 2016,13, 2017, and (2) in their discretion upon such other matters as may properly come before the meeting or any adjournment thereof. ALL SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR ALL THE NOMINEES LISTED, IN PROPOSAL NO. 1 AND FOR PROPOSALS NO. 2 andAND NO. 4 AND ONE YEAR ON PROPOSAL NO. 3. PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE!