UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant:Registrant   ☐

Check the appropriate box:

Geospace Technologies Corporation

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

January 4, 20182023

Dear Fellow Stockholder:

I am pleased to invite you to attend Geospace Technologies Corporation’s 20182023 Annual Meeting of Stockholders. We will hold the meetingAnnual Meeting at 10:30 a.m. on February 7, 20189, 2023. The Annual Meeting will be held virtually via live webcast at meetnow.global/MX4R2KZ. Stockholders will NOT be able to attend the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040.Annual Meeting in-person.

Following this letter you will find the formal Notice of Meeting and a proxy statement which describes the action to be taken at the meeting.Annual Meeting. We have enclosed a proxy card so that you may grant your proxy to be voted as you indicate. We have also enclosed a copy of our 20172022 Annual Report. We encourage you to read these materials.

Your vote is important.Please complete and mail your proxy card promptly, whether or not you plan to attend the annual meeting.virtual Annual Meeting. If you attend the meetingvirtual Annual Meeting you may vote in person even if you have mailed a signed and dated proxy. Proxies may also be submitted electronically through Internet voting or telephonically. Instructions for telephonic or electronic voting can be found at www.edocumentview.com/geos. A list of stockholders of record will be available during the virtual Annual Meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting. Stockholders interested in inspecting the list of stockholders during the virtual Annual Meeting should contact our investor relations department at investorquestions@geospace.com for additional information.

In addition to solicitation by use of the mails, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile. The cost of any solicitation of proxies will be borne by us.

The Board of Directors recommends that you vote (i) FOR the election of the Company nominated Class III directors, (ii) FOR the ratification of the appointment by the audit committee of the Board of Directors of BDO USA,RSM US LLP, independent public accountants, as our auditors for the fiscal year ending September 30, 2018, and2023, (iii)FOR the approval of thenon-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation’s named executive officers.officers, and (iv) FOR a non-binding, advisory vote on the compensation of Geospace Technologies Corporation’s named executive officers to occur EVERY YEAR.

Thank you for your cooperation. The Board of Directors and I look forward to seeing you at the meeting.Annual Meeting.

Very truly yours,

Geospace Technologies Corporation

7007 Pinemont Drive

Houston, Texas 77040-6601

January 4, 20182023

NOTICEOF ANNUAL MEETINGOF STOCKHOLDERSTO BE HELD FEBRUARY 7, 20189, 2023

The Annual Meeting of the Stockholders of Geospace Technologies Corporation will be held at 10:30 a.m. on February 7, 2018,9, 2023. The Annual Meeting will be held virtually via live webcast at meetnow.global/MX4R2KZ. Stockholders will NOT be able to attend the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040,Annual Meeting in-person. The virtual Annual Meeting will be held for the following purposes:

The holders of record of Geospace Technologies Corporation common stock at the close of business on December 15, 20172022 will be entitled to vote at the meeting.Annual Meeting.

Thomas T. McEntire

Vice President and Chief Financial Officer

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the meeting,virtual Annual Meeting, please sign, date and mail the enclosed proxy card promptly. If you attend the meetingvirtual Annul Meeting you may vote in person even if you have mailed a signed and dated proxy. Proxies may also be submitted electronically through Internet voting or telephonically. Instructions for telephonic or electronic voting can be found at www.edocumentview.com/geos.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20182023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 7, 20189, 2023

Pursuant to the Securities and Exchange Commission rules related to the Internet availability of proxy materials, the Company has made this proxy statement, the accompanying notice of annual meetingAnnual Meeting of stockholders and form of proxy, and the Company’s 20172022 Annual Report to stockholders available via the Internet at www.edocumentview.com/geos.

Geospace Technologies Corporation

PROXY STATEMENT

January 4, 20182023

The Board of Directors (the “Board”) of Geospace Technologies Corporation (the “Company”) is soliciting proxies from its stockholders for the annual meetingAnnual Meeting of stockholders to be held at 10:30 a.m. on February 7, 2018, at the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, TX 77040,9, 2023, and for any adjournment thereof.

This Annual Meeting will be a virtual-only meeting via live webcast. You will not be able to attend the Annual Meeting in person. You will be able to attend the virtual Annual Meeting by accessing at meetnow.global/MX4R2KZ and following the instructions set forth below. You are entitled to vote at the meetingAnnual Meeting if you were a holder of record of the Company’s common stock (the “Common Stock”) at the close of business on December 15, 2017.2022 (the “record date”). On January 4, 2018,2023, stockholders entitled to vote at the meetingAnnual Meeting will be able to access an electronic version of a proxy card, this proxy statement and the Company’s 20172022 Annual Report at www.edocumentview.com/geos. The Company first distributed copies of these proxy materials to stockholders on or about January 4, 2018.2023.

You may request a printed copy of these proxy materials by sending a written request to Geospace Technologies Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601, Attention: Secretary. Copies will be mailed to the requesting stockholder free of charge within three business days of the receipt of the request.

On December 15, 2017,2022, there were 13,560,79113,130,989 shares of the Company’s common stockCommon Stock outstanding. Each share of Common Stock entitles the holder to one vote on each matter considered at the meeting.Annual Meeting.

Your proxy card will appoint Edgar R. Giesinger, Jr. and William H. MoodyGary D. Owens as proxy holders, or your representatives, to vote your shares as you indicate. If you sign, date and return your proxy card without specifying voting instructions, the proxy holders will vote your shares (i) FOR the election of the Company nominated Class III director nominees named in this proxy statement, (ii) FOR the ratification of the appointment by the audit committee of the Board of BDO USA,RSM US LLP, independent public accountants, as the Company’s auditors for the fiscal year ending September 30, 2018, and2023, (iii)FOR the approval of thenon-binding, advisory resolution regarding the compensation of the Company’s named executive officers.officers, and (iv) FOR a non-binding, advisory vote on the compensation of the Company’s named executive officers to occur EVERY YEAR.

Signing, dating and returning your proxy card does not preclude you from attending the meetingvirtual Annual Meeting and voting in person.virtually. If you submit more than one proxy, the latest-date proxy will automatically revoke your previous proxy. You may revoke your proxy at any time before it is voted by sending written notice, to be delivered before the meeting,Annual Meeting, to: Computershare Investor Services, 350 Indiana Street, Suite 800, Golden, Colorado 80401.P.O. Box 43078, Providence, RI, 02940-3078.

Shares Registered in Your Name. If you were a stockholder of record at the close of business on the record date, you do not need to do anything in advance to attend and/or vote your shares electronically at the virtual Annual Meeting. You will be able to attend and participate in the Annual Meeting online and submit your questions during the Annual Meeting by visiting meetnow.global/MX4R2KZ and entering the control number found on your proxy card you previously received. Then, follow the instructions on the screen. We encourage you to access the Annual Meeting prior to the start time, leaving ample time for the check in. Whether or not you attend the Annual Meeting, we urge you to mail in your proxy.

Shares Registered in the Name of a Broker, Bank or Other Nominee. If you hold your shares through an intermediary, such as a bank or broker, to vote electronically at the virtual Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the virtual Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the virtual Annual Meeting, you must submit proof of your legal

proxy reflecting the number of your shares along with your name and email address to Computershare. Requests for registration should be directed to legalproxy@computershare.com. Written requests can be mailed to:

Computershare

Geospace Technologies Corp Legal Proxy

P.O. Box 43006

Providence, RI 02940-3006

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on February 6, 2023.

You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the virtual Annual Meeting at meetnow.global/MX4R2KZ and vote your shares during the Annual Meeting. Follow the instructions provided to vote.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. You should ensure that you have a strong WiFi connection wherever you intend to participate in the Annual Meeting. We encourage you to access the Annual Meeting prior to the start time leaving ample time for the check in. For further assistance should you need it you may call 1-888-724-2416.

A list of stockholders of record will be available during the virtual Annual Meeting for inspection by stockholders for any legally valid purpose related to the Annual Meeting.

The enclosed form of proxy provides a means for you to vote for the proposals listed in this proxy statement or to withhold authority to vote for proposals.

The Board expects the director nominees named in this proxy statement to be available for election. If any director nominee is not available, the proxy holders may vote your shares for a substitute if you have submitted a signed and dated proxy card that does not withhold authority to vote for director nominees.

The Company is not aware of any matters to be brought before the meetingAnnual Meeting other than those described in this proxy statement. If any other matters not now known are properly brought by the Company before the meeting,Annual Meeting, and if you return a signed, dated proxy card, the proxy holders may vote your shares in their discretion as to those other matters.

A quorum is required to conduct business at the meeting.Annual Meeting. The holders of a majority of the outstanding shares of stockCommon Stock of the Company having voting power with respect to a subject matter (excluding shares held by the Company for its own account) present or represented by proxy will constitute a quorum at the meetingAnnual Meeting of shareholdersstockholders for the transaction of business with respect to such subject matter. Abstentions and broker non-votes are counted as shares present for determining a quorum.

Each of the three director

person’s election as a director, at the earlier of (i) the selection of a replacement director by the Board, (ii) 180 days after certification of such shareholderstockholder vote, or (iii) acceptance by the Board. If the number of nominees for director at a meeting of shareholdersstockholders exceeds the number of directors to be elected at such meeting, directors shall be elected by a plurality of the affirmative votes cast by the shares present in person or represented by proxy at such meeting and entitled to vote on the election of directors at such meeting. Abstentions and broker non-votes will not be counted to determine the total number of votes cast in the election of director nominees.

The proposals relating to the ratification of the appointment of BDO USA,RSM US LLP as the auditors of the Company for the 20182023 fiscal year, the resolution regarding the compensation of the Company’s named executive officers, and the resolution regarding the frequency of the advisory vote on the compensation of the Company’s named executive officers will pass if the proposal receives the affirmative vote of a majority of the votes cast.

shares present in person or represented by proxy at the meeting and entitled to vote. Abstentions will have the same effect as a vote “against” these proposals and brokernon-votes are counted as shares presentwill have no effect on the vote for determining a quorum, but will not be counted to determine the total number of votes cast. these proposals.

Brokernon-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions. If you do not give instructions to your bank, brokerage firm or other agent, the bank, brokerage firm or other agent will nevertheless be entitled to vote your shares of Common Stock in its discretion on “routine matters” and may give or authorize the giving of a proxy to vote the shares of Common Stock in its discretion on such matters. The ratification of independent public accountants is generally a routine matter whereas the election of directors is not considered a routine matter. There are no rights of appraisal or similar dissenters’ rights with respect to any matter to be acted upon pursuant to this proxy statement.

Representatives of Computershare Investors Services, the transfer agent and registrar for the Common Stock, will act as the inspectors of election at the meeting.Annual Meeting.

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PROPOSAL I: ELECTIONOF DIRECTORS

At the meeting,Annual Meeting, the stockholders will elect three Class III directors. The Board is divided into three classes, each class being composed as equally in number as possible. The classes have staggered three-year terms, with the term of one class expiring at each annual meetingAnnual Meeting of stockholders.

The directors whose terms expire at the 20182023 Annual Meeting are Ms. Tina M. Langtry, Mr. Michael J. Sheen,Thomas L. Davis, Ph.D., Richard F. Miles and Mr. Charles H. Still.Walter R. Wheeler. The nominating and corporate governance committee of the Company has nominated Ms. Langtry,Dr. Davis, Mr. SheenMiles and Mr. StillWheeler to serve as Class III directors for a three-year term expiring at the 20212026 Annual Meeting of Stockholders. The nominating and corporate governance committee considered various criteria to evaluate the potential candidates including, without limitation, (1) independence, (2) qualification to serve on the committees of the Board, (3) experience in the seismic, security and defense industry, (4) knowledge of the oil and gas industry, (5) continuing overall contributions and valuable input to the Board and its committees, and (6) a collaborative, persuasive and articulate personality. The nominating and corporate governance committee also considers such person’s diversity attributes (e.g., perspectives, professional experience, experiences derived from high-quality business, skills, background and gender) as a whole and does not necessarily attribute any greater weight to one attribute. Each candidate is considered in the context of their contribution to the Board as a whole with the objective of assembling a group that best contributes to the success of the Company and represents stockholder interests through the exercise of sound judgment, using its diversity of perspectives, skills and experiences. After discussions, the nominating and corporate governance committee determined that Ms. Langtry,Dr. Davis, Mr. SheenMiles and Mr. StillWheeler satisfied the criteria considered by the nominating and corporate governance committee, and nominated Ms. Langtry,Dr. Davis, Mr. SheenMiles and Mr. StillWheeler to stand for election as Class III directors on the Board of the Company.

Ms. Langtry,Dr. Davis, Mr. SheenMiles and Mr. StillWheeler have been nominated by the nominating and corporate governance committee to serve as Class III directors for a three-year term expiring at the 20212026 Annual Meeting of Stockholders. The directors in Class II are serving terms that expire at the 2024 Annual Meeting of Stockholders. The directors in Class III are serving terms that expire at the 20192025 Annual Meeting of Stockholders. The directors in Class I are serving terms that expire at the 2020 Annual Meeting of Stockholders. Mr. Giesinger, Mr. Moody, Dr. Davis, Mr. Still,Ms. Ashworth, Ms. Langtry, Dr. Thomas L. Davis, Ph.D., Mr. Richard F. Miles, Mr. Edgar R. Giesinger, Jr., and Mr. MilesGary D. Owens are independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, (the “NASDAQ Rules”) as currently applicable to the Company.

The Board has determined that of the persons nominated to serve as Class II director, Ms. LangtryI directors, Dr. Davis and Mr. StillMiles are independent under the criteria established by the NASDAQ andStock Market Rules. Mr. Wheeler, as CEO of the Securities and Exchange Commission, with respect to Mr. Still’s service on the audit committee. No specific transactions existed that needed to be considered in determining the independence of Ms. Langtry and Mr. Still in connection with their nominations.Company, is not deemed independent.

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At the November 16, 2017 Board meeting, the Boardre-examined Mr. Miles independence under the applicable NASDAQ rule. The Board determined that Mr. Miles’ spouse’s compensation for services rendered to the Company no longer negated his independence. See “Certain Relationships and Related Transactions – Transactions Involving Richard F. Miles” below for more information regarding the Board’s evaluation with respect to Mr. Miles. Information regarding the director nominees and directors whose terms will continue after the meetingAnnual Meeting follows.

exploration and appraisal responsibilities for ConocoPhillips’s global new ventures and business development organizations focused on growing ConocoPhillips’s global exploration and production business. Prior to September 2002, Ms. Langtry held various positions with Conoco, Inc., including President and Managing Director of Norske Conoco AS. Ms. Langtry is a member of the American Association of Petroleum Geologists.Geologists, Society of Exploration Geophysicists and European Association of Geologist and Engineers. She has also served as the chairperson for American Petroleum Institute’s executive committee for exploration affairs. She served as a Board member of the Norwegian America Chamber of Commerce, Houston Branch and was a member of several leadership teams in ConocoPhillips. Ms. Langtry is the sole owner and member of Langtry Farms, LLC, which is a dairy and crop farm located in Northern New York. She is also a partner/member in Langbrook, Inc., which owns and operates Langbrook Meadows Golf and Country Club in Northern New York. The Board believes that Ms. Langtry’s extensive industry knowledge in oil and gas exploration and other expertise related to the oil and gas industry enable her to effectively serve as a director.

William H. Moody has been a director since July 2004. Mr. Moody served with KPMG in many capacities including managing partner, auditpartner-in-charge and Securities and Exchange Commission reviewing partner until his retirement in June 1996. Mr. Moody previously served on the Board of Directors of Remote Knowledge, Inc. from November 2005 through July 2008. The Board believes that Mr. Moody’s extensive financial and accounting experience, including that related to the energy industry, enables him to effectively serve as a director.

Richard F. Miles has been a director since May 2013. Mr. Miles is the former Chief Executive Officer and a former Directordirector of Geokinetics Inc. He held that position from August 2007 until his retirement in November of 2012. Mr. Miles also served as President of Geokinetics from August 2007 until May 2012, Chief Operating Officer from March 2007 until August 2007, and President-International Operations from September 2006 until March 2007 following Geokinetics’ acquisition of Grant Geophysical Inc. Mr. Miles served as Director, President and Chief Executive Officer of Grant Geophysical from January 2001 until September 2006. From 1990 to 2000, he was President and Chief Executive Officer of Syntron Inc., a unit ofTech-Sym Corporation. Prior to that, he held various executive positions of increasing responsibility with Geosource Marine Inc. and Geophysical Services Inc. Mr. Miles has over 4550 years of international experience in the seismic industry both operationally and in manufacturing. Mr. Miles has served on the Board of Directors of three other public companies as well as severalnon-profit boards including the International Association of Geophysical Contractors from 1992 – 2007, where he served as Chairman from 1997 –1998. Mr. Miles has an MBA from Southern Methodist University. The Board believes that Mr. Miles’ extensive history and depth of understanding in the seismic industry enables him to effectively serve as a director. Additional information regarding Mr. Miles can be found below under “Certain Relationships and Related Transactions – Transactions involving Richard F. Miles.”

Margaret Sidney Ashworth has been a director since December 2020. Ms. Ashworth is the former Vice President of Government Relations for Northrop Grumman Corporation. She held that position from 2010 until her retirement in 2017. Ms. Ashworth has served as a Board member of PDS Technologies Inc. since 2018. In 2010, she served as Vice President of Washington Operations for GE Aviation Systems. Prior to that, she spent 14 years as a professional staff member with the U.S. Senate Committee on Appropriations from 1994 until 2009. For more than a decade, Ms. Ashworth has worked as a civilian in the Department of the Army, focused on resource management, force structure, and strategy. Ms. Ashworth earned a master’s degree in business administration from Campbell University and a bachelor’s degree in management from the University of Maryland. The Board believes that Ms. Ashworth’s management expertise and extensive experience in government relations enable her to effectively serve as a director.

Gary D. Owenshas been a director and Chairman of the Board since 1997. Mr. Owens joined the Company as President and Chief Executive Officer in 1997. He held those positions until his retirement in December 2013. From October 1993 until May 1997, Mr. Owens was the President and Chief Executive Officer of Input/Output, Inc. (now known as ION Geophysical Corp.). Mr. Owens had held other positions at Input/Output, Inc. (now known as ION Geophysical Corp.) beginning in 1977. He has approximately 4350 years of experience in the seismic industry. The Board believes that Mr. Owens’ depth of understanding of the Company’s operations and strategy, his strong leadership skills, his extensive employment experience with the Company, and his significant industry and management expertise enable him to effectively serve as a director.

Michael J. Sheenjoined the Company as Senior Vice President and Chief Technical Officer in August 1997 and became a director in connection with the Company’s initial public offering in November 1997. Mr. Sheen

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Operating Officer from 2012 until December 31, 2013. He had been a design engineer with the Company since 1997. Prior to 1997, Mr. Wheeler worked for 13 years as a design engineer at Input/Output, Inc. (now known as ION Geophysical Corp.). Mr. Wheeler received his Bachelor of Science degree in Electrical Engineering from Rice University. The Board believes that Mr. Wheeler’s depth of understanding of the Company’s operations and strategy, his strong leadership skills, his extensive employment experience with the Company, and his significant industry and management expertise enable him to effectively serve as a director.

Director Diversity Matrix

Director Skills Matrix

Board, and for selecting the nominees for election by the Company’s stockholders at each annual meeting. The nominating and corporate governance committee has not established specific minimum age, education, experience or skill requirements for potential directors.directors; however, it values diversity and the benefits that diversity can bring to the Company’s Board. The Board seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of experience, skills and background. The skills and backgrounds collectively, represented on the Board should reflect the diverse nature of the business environment in which the Company operates. As new members are considered, diversity considerations should include – but not be limited to – business expertise, geography, age, gender and ethnicity. The nominating and corporate governance committee has taken into account all factors it has considered appropriate in fulfilling its responsibilities to identify and recommend individuals as director nominees. Those factors have included, without limitation, the following:

The nominating and corporate governance committee has utilized a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the nominating and corporate

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engagement, considering the range of fees for the independent auditor’s audit and non-audit services, reviewing the Company’s system of internal accounting controls, establishing and reviewing related party transaction policies, and reviewing anand approving related party transactions, and reviewing and reassessing the adequacy of its charter on an annual basis. The audit committee met fivefour times during the fiscal year ended September 30, 2017.2022. The audit committee’s report for the fiscal year 20172022 appears below in this proxy statement. The Board of the Company has made a determination that Mr. Moody, Mr. Still, Dr. Davis, Mr. Giesinger, and Mr. Giesinger,Miles, members of its audit committee, whoeach of whom are independent under Rule 5605(a)(2) and 5605(c)(2) of the NASDAQ Stock Market Rules are financial experts, and satisfy the SEC’s independence requirements for audit committee service.service and that Mr. Moody,Giesinger is a financial expert. Mr. Still,Giesinger serves Chairman of the audit committee. Dr. Davis, Mr. Giesinger and Mr. Giesinger’sMiles’ backgrounds are described above under “Background of Nominees and Continuing Directors.” The charter for the audit committee may be accessed electronically under the “Investor Relations – Corporate Governance” section of the Company’s website at www.geospace.com.

Compensation Committee. The compensation committee oversees the Company’s compensation programs and is charged with the review and approval of its general compensation strategies and objectives and the annual compensation decisions relating to its executives. The compensation committee responsibilities also include reviewing and approving employment agreements, severance agreements and any special supplemental benefits applicable to executives; assuring that the Company’s incentive compensation program, including the annual and long-term incentive programs, are administered in a manner consistent with the Company’s compensation policy; approving and/or recommending to the Board new incentive compensation programs and equity-based compensation programs; reviewing the Company’s employee benefit programs; recommending for approval all changes to compensation plans that may be subject to the approval of the Company’s stockholders or the Board; and retaining compensation consultants and other experts. The compensation committee also reviews the outcome of the stockholder advisory vote on executive compensation. The compensation committee may delegate its authority to subcommittees. The compensation committee is comprised of Ms. Ashworth, Mr. Giesinger and Mr. Miles. Mr. Miles serves as Chairman. All members of the compensation committee are independent as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, as currently applicable to the Company. The compensation committee charter may be accessed electronically under the “Investor Relations – Corporate Governance” section of the Company’s website at www.geospace.com. The compensation committee met six

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Board and Committee Evaluations

As part of an ongoing evaluation process, at the end of each quarterly Board meeting and committee meetings, all participants take part in a verbal evaluation of how well the Board performed. This includes a director self-evaluation and an evaluation of each of his or her peers. At least annually, the nominating and corporate governance committee solicits anonymous feedback from the directors on Board and committee effectiveness, including areas such as Board composition and the Board/management succession-planning process from each director through a third-party, which administers the review and provides feedback to the nominating and corporate governance committee on its findings.

The Lead Independent Director presides at executive sessions of the independent directors. Each executive session may include a discussion of the performance of the Chairman, CEO, or Directors, and matters concerning the relationship of the Board with the Chairman or CEO and other members of senior management.

The Lead Independent Director, in collaboration with the nominating and corporate governance committee, also ensures that the Board’s self-assessments are conducted annually.

Board Leadership Structure and Role in Risk Oversight

Mr. Owens serves as the Company’s Chairman of the Board. Mr. Owens was the Company’s previous President and Chief Executive Officer from 1997 until his retirement in December 2013. The Company has not established a written position description for our Chairman of the Board. A primary function of that position is to set the agenda for and lead meetings of the Company’s Board. The Board believes that the Company will benefit from Mr. Owens’ continued services as a director and as Chairman of the Board given his extensive experience with the Company’s operations. Mr. Owen’s is independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, as currently applicable to the Company.

In fiscal year 2015, the Board created a Lead Independent Director position and elected Mr. Still to servethat serves for a three yearthree-year term. In August 2020, Mr. Davis was elected as the Lead Independent Director for a three-year term. Mr. Davis is independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, as currently applicable to the Company. In this position, Mr. StillDavis presides over meetings of the Board when the Chairman is not present, leads at least two meetings per year of the Board’s independent directors, serves as liaison between the Chairman, the Chief Executive Officer and the Board, and approves Board information, agendas and schedules. The Lead Independent Director also participates in the selection of committee members and committee chairs, stockholder communications, and the recommendation of advisors and consultants to the Board. Under the direction of Mr. Still,the Lead Independent Director, the independent directors met foursix times during the fiscal year ended September 30, 2017. In November 2017, after review of Mr. Still’s achievements during his tenure as2022. The Company believes that the Lead Independent Director position strikes an appropriate balance between Mr. Owens’ significant executive, customer, and industry knowledge in his position as Chairman and the Board votedBoard’s fiduciary duties to elect Mr. Still for another three year term contingent upon his election as a Class II Director.stockholders.

As a governance best practice, all members of the Audit, Compensation,audit, compensation, and Nominatingnominating and Corporate Governancecorporate governance committees are independent. The Board has established processes for the effective oversight of critical issues charged to independent Directors such as the integrity of our financial statements, senior executive compensation, succession planning, election of the Lead Independent Director, membership of independent Board committees, evaluations of the Board, committee and Director evaluations;Directors, and nominations for Directors.

Succession planning and leadership development are top priorities for the Board and management. The Company believes thatrecently solicited input from an external consulting firm to assist the Lead Independent DirectorBoard in this area. On an ongoing basis, the Board, with oversight from the nominating and corporate governance committee reviews the plans for succession to the role of CEO and other senior management positions. The nominating and corporate governance committee assists in succession planning, as necessary, and reviews and makes recommendations to the Board regarding people strategies and leadership development initiatives. To assist the Board, the CEO periodically reports on individual senior executives’ potential to succeed to the position strikesof CEO and provides an appropriate balance between Mr. Owens’ significant executive, customer, and industry knowledge in his position as Chairman and the Board’s fiduciary dutiesassessment of potential successors to stockholders. other key positions.

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The Company further believes that separation of the Chairman and executive officer roles allows Mr. Wheeler to focus his time and energy on operating and managing the Company while leveraging the experience and perspectives of the Chairman. The Board has an active role in evaluating the Company’s risk management in its ongoing business by regularly reviewing information presented by

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Compensation of Directors

The following table summarizes compensation paid to eachnon-employee director during the fiscal year ended September 30, 2017:2022. For details of compensation paid to Mr. Wheeler, please see “Summary Compensation Table.”

DIRECTOR COMPENSATION

For the fiscal year ended September 30, 2017,2022, eachnon-employee director received $85,000$65,025 per year in cash, paid in four equal quarterly installments. The Chairman of the Board receives an additional $15,000 per year and the Chairman of the audit committee and the Lead Independent Director receiveand each committee chairperson receives an additional $10,000,$12,000 per year. The additional fees are paid in cash, paid in four equal quarterly installments. EachThe Board considers director compensation at other energy companies when targeting compensation for its non-employee directors and believes that its target compensation is below the median.

The following table indicates the aggregate number of shares of Common Stock subject to outstanding unvested stock awards that each non-employee director was also granted 1,000 sharesheld as of restricted stock during fiscal year 2017. The shares vest in four equal annual installments with the first installment vesting on the first anniversary of the date of grant. All directors are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.

In December of 2017, in light of industry conditions, its impact on the Company’s financial performance and total shareholder return, the Board reduced director cash compensation. In line with the Company’s cost reduction efforts, the Board approved a 15% reduction of base compensation, eliminated committee chairperson compensation and eliminated reimbursement for conference attendance fornon-employee directors. The Board intends to better align interest of directors with stockholders in the form of equity grants at its February 2018 meeting.September 30, 2022:

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During the annual review of our current director compensation program in November 2020, and based upon input and benchmarking from Fredrick W. Cook & Co., Inc., we decided to more closely align our allocation of cash and equity compensation for directors with our peer group and broader current public company practice. To enhance alignment, we intend to adjust the allocation by gradually decreasing the annual cash retainer over time, while increasing the annual equity grant to a more market competitive mix with equal weighting between cash and equity.

Legal Proceedings

To the best of our knowledge, there is no material proceeding to which any director, director nominee or executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of such director, nominated director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Certain Relationships and Related Transactions

Transactions Involving Richard F. Miles

Mr. Miles was previously the chief executive officer and a member of the board of directors of Geokinetics Inc. (“Geokinetics”), a customer of the Company. On November 8, 2012, Mr. Miles retired from his positions with Geokinetics. Geokinetics subsequently filed for bankruptcy protection in May of 2013.

Except as otherwise disclosed herein, the Company does not have any other related person transactions.

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PROPOSAL II: RATIFICATIONOF APPOINTMENTOF AUDITORS

For fiscal years 2015, 2016 and 2017 the Company retained BDO USA,The audit committee appointed RSM US LLP (“BDO”RSM”), independent public accountants, to provide audit services to the Company and, in consideration of such services, paid to BDO the amounts specified under the heading “Independent Public Accountants” in this proxy statement.

The audit committee of the Board has appointed BDO to audit the Company’s consolidated financial statements for the year endingended September 30, 2018,2023, and such appointment has beenwas approved by the Board. RSM has been the Company’s independent public accountants since February 27, 2018.

In the event the appointment of BDORSM is not ratified, the audit committee will consider the appointment of other independent auditors. A representative of BDORSM is expected to be present at the annual meetingAnnual Meeting and will be available to make a statement if such representative desires to do so and to respond to appropriate questions.

The Board recommends voting “FOR” this proposal.

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Audit Committee Report

The Audit Committee of the Board of Directors of the Company, which operates under a written charter adopted by the entire Board of Directors of the Company (the “Board”), serves as the representative of the Board for general oversight of the Company’s financial accounting and reporting process, system of internal control, audit process and process for monitoring compliance with laws and regulations and the Company’s standards of business conduct. The Company’s management has primary responsibility for preparing the Company’s financial statements and for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm, BDO USA,RSM US LLP (“BDO”RSM”), is responsible for expressing opinionsan opinion on the conformity of the Company’s financial statements to generally accepted accounting principles in the United States and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board.Board (the “PCAOB”).

In this context, the Audit Committee hereby reports as follows:

1) The Audit Committee regularly meets and holds discussions with the Company’s management, Internal Audit department, and RSM. Discussions with the Internal Audit department and RSM occur either in private sessions (without the attendance of the Company’s management) or in conjunction with the Company’s management. Discussions include, but are not limited to: (i) the quality of significant accounting principles, (ii) the reasonableness of critical accounting estimates, (iii) and critical audit matters and the disclosures of those matters in the consolidated financial statements identified by RSM during the audit.

2) The Audit Committee reviews the internal audit plan, determines the adequacy of internal audit independence, and reviews internal audit reports.

3) The Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended September 30, 20172022 with management and BDO.RSM.

2)4) The Audit Committee has discussed with BDORSM the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees.”the applicable requirements of the PCAOB and the Securities and Exchange Commission (the “SEC”).

3)5) The Audit Committee has received and reviewed the written disclosures and the letter from BDORSM required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding BDO’sRSM’s communications with the Audit Committee concerning independence and has discussed with BDO theirRSM RSM’s independence. In reviewing the independence of RSM, the Audit Committee considered non-audit services provided by the independent auditors and the fees and costs billed for these services.

4)6) Based on the review and discussiondiscussions referred to in paragraphs (1) through (3)(5) above, the Audit Committee recommended to the Board, of Directors of the Company, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 20172022 for filing with the SEC.

Each of the members of the Audit Committee is independent as defined under the Securities and Exchange CommissionSEC’s independence rules and the listing standards of the NASDAQ market exchange.

Thomas L. Davis, Ph.D.

Edgar R. Giesinger, Jr.

William H. Moody

Charles H. Still

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Independent Public Accountants

BDORSM served as the Company’s principal independent public accountants for the fiscal years ended September 30, 20162022 and September 30, 2017.2021. A representative of BDORSM is expected to attend the annual meeting,Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Audit Fees

The aggregate fees billed by BDORSM for professional services rendered for the audit of the Company’s annual financial statements including for professional services rendered in connection with the audit of internal control over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act of 2002 and the reviews of the financial statements included in the Company’s Forms10-Q were $470,746 during the 2017$509,300 and $445,000, respectively, for fiscal yearyears 2022 and $400,000 during the 2016 fiscal year.2021.

The Company uses firms other than BDORSM for certain of its statutory audit-related services for its international subsidiaries.

Audit-Related Fees

There were no fees billed by BDORSM for audit-related services for the 2017 or 2016.fiscal year 2022. Fees billed by RSM for audit-related services related to a registration statement totaled $6,000 for fiscal year 2021.

Tax Fees

The Company used a firm other than BDORSM for its tax services for the 2017fiscal years 2022 and 2016 fiscal years.2021.

All Other Fees

There were no fees billed by BDORSM for other services not disclosed above for the 2017 or 2016 fiscal years.year 2022. Fees billed by RSM for other services not disclosed above for fiscal year 2021 were $15,900, which were related to transfer pricing services.

Compatibility of Certain Fees with Independent Accountants’ Independence

The audit committee has adoptedpre-approval policies and procedures pursuant to which the engagement of the Company’s independent accountant is approved. Such procedures govern the ways in which the audit committee willpre-approve audit and various categories ofnon-audit services that the independent accountant provides to the Company and its subsidiaries. In accordance with this policy, the audit committee had given its approval for the provision of audit services by BDORSM for the fiscal year ended September 30, 2017.2022. Services which have not receivedpre-approval must receive specific approval of the audit committee. The audit committee is informed of each such engagement in a timely manner, and such procedures do not include delegation of the audit committee’s responsibilities to management. The Audit Committee also considered whether the provision ofnon-audit services by BDOaudit contract that was compatible with maintaining such firm’s independence, and after such review, authorized BDO’s selection as the Company’s independent registered public accounting firm. All audit contracts that were entered into in fiscal year 2017 were2022 was pre-approved by the audit committee.

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PROPOSAL III: ADVISORY (NON-BINDING) VOTEON EXECUTIVE COMPENSATION

As required pursuant to Section 14A of the Securities Exchange Act, at the meeting,Annual Meeting, the stockholders will vote on anon-binding, advisory resolution regarding the compensation of the Company’s named executive officers.

The Company believes that its compensation policies and procedures are competitive, focused onpay-for-performance and strongly aligned with the long-term interests of its stockholders. This advisory stockholder vote, commonly known as“Say-on-Pay,” gives you as a stockholder the opportunity to endorse or not endorse the compensation the Company pays its named executive officers through voting for or against the following resolution:

“RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the Company’s 20182023 proxy statement pursuant to Item 402 of RegulationS-K, (which disclosure includes the Overview of Company Executive Compensation Discussion and Analysis,Program, the Summary Compensation Table and the other executive compensation tables and related discussion).”

The Company and the compensation committee remain committed to the compensation philosophy, policies and objectives outlined under the heading “Compensation Discussion and Analysis”“Overview of Company Compensation” in this proxy statement. As always, the compensation committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.

Stockholders are encouraged to carefully review the “Compensation Discussion and Analysis”“Overview of Company Compensation” section of this proxy statement for a detailed discussion of the Company’s executive compensation program.

Because your vote is advisory, it will not be binding upon the Company or the Board. However, the compensation committee will take into account the outcome of the vote when considering future executive compensation arrangements. Additionally, your advisory vote will not be construed (i) as overruling a decision by the Company or the Board, (ii) to create or imply any change to the fiduciary duties of the Company or the Board, (iii) to create or imply any additional fiduciary duties for the Company or the Board, or (iv) to restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation.

The Board recommends voting “FOR” this proposal.

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PROPOSAL IV: ADVISORY (NON-BINDING) VOTEON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

At the Annual Meeting, stockholders will vote on a non-binding, advisory proposal regarding the frequency of the advisory stockholder vote on executive compensation discussed in Proposal III of this proxy statement. Stockholders will have the opportunity to cast an advisory vote regarding whether the stockholder vote on executive compensation should occur every 1, 2 or 3 years. Stockholders may also abstain from voting on the matter.

Because your vote is advisory, it will not be binding upon the Company or the board of directors. However, the board of directors will take into account the outcome of the vote when considering the frequency of the advisory vote on executive compensation. Additionally, your advisory vote will not be construed (i) as overruling a decision by the Company or the board of directors, (ii) to create or imply any change to the fiduciary duties of the Company or the board of directors, (iii) to create or imply any additional fiduciary duties for the Company or the board of directors, or (iv) to restrict the ability of shareholders to make proposals for inclusion in proxy materials related to executive compensation.

The board believes that a non-binding stockholder vote on executive compensation should occur every year. It provides the highest level of accountability and communication by enabling the non-binding stockholder vote to approve the annual compensation of the Company’s named executive officers. This compensation vote will correspond with the most recent executive compensation information presented in the Company’s proxy statement for its annual meeting of stockholders. Accordingly, the board of directors recommends voting for an advisory stockholder vote on executive compensation every year.

The Company emphasizes, however, that you are not voting to approve or disapprove the board of directors’ recommendation. Instead, your proxy card provides you with 4 options regarding this non-binding, advisory proposal. You may cast an advisory vote for the stockholder vote on executive compensation to occur every 1, 2 or 3 years, or you may abstain from voting on the matter.

The Board recommends voting “FOR” the EVERY YEAR option of this proposal.

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Smaller Reporting Company

Because the Company qualifies as a “smaller reporting company” under the SEC rules, the Company has elected to prepare this proxy statement and other annual and periodic reports as a “Smaller Reporting Company” pursuant to the rules of the SEC. Under the scaled disclosure obligations, the named executive officer’s group generally consists of only three executive officers, specifically the principle executive officer and the Company’s two other most highly compensated executive officers serving at the end of the last completed fiscal year and the Company is not required to provide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.

Executive Officers and Compensation

The Company considers the following individuals to be its only executive officers, and there are no other individuals who are head of principal business units, divisions or functions or who perform policy making functions other than the individuals identified below.officers. Information regarding such named executive officers follows:

Thomas T. McEntireMichael J. Sheen joined the Company as Senior Vice President and Chief Technical Officer in August 1997. Mr. Sheen was also a director of the Company from its initial public offering in November 1997 to February 2021. Mr. Sheen had been a Senior Vice President and Chief Technical Officer of Input/Output, Inc. beginning in 1991 and had held other positions at Input/Output, Inc. starting in 1977.

Robert L. Curda was appointed as the Company’s Vice President and Chief Financial Officer in September 1997 and became Secretary in February 2009.on January 1, 2020. Mr. McEntire had been FinancialCurda has previously served as the Company’s Operational Controller of APS Holding Corporation (“APS”) beginning in February 1995 and held other senior financial management positions since joining APS in 1990.2005. Prior to joining APS,2005, Mr. McEntire heldCurda worked for eight years in various positions with Coopers & Lybrand L.L.P. from 1982 to 1990.accounting and finance roles at National Oilwell (now known as National Oilwell Varco). Mr. McEntire joinedCurda has been a licensed certified public account in the boardState of directors of Southwest Electronic Energy Corporation, a private Texas corporation, in 2017.since 1999.

Robbin B. Adamsbecame the Company’s Executive Vice President and Chief Project Engineer in 2012. Mr. Adams has been a design engineer with the Company since 1997. Prior to 1997, Mr. Adams worked for 16 years as a design engineer at Input/Output, Inc. (now known as ION Geophysical Corp.).

Mr. Wheeler’s and Mr. Sheen’s background is described above under “Background of Nominees and Continuing Directors.”

Compensation Discussion and Analysis

Overview of Company Executive Compensation Program

Objectives of Compensation ProgramPrograms

The Company’s executive compensation program is designed to attract, motivate and retain highly talented and experienced management personnel and to reward management fordrive organizational performance that is in the Company’s successful financial performance and for increasing stockholder value.best interest of our stockholders in the long-term. The Company providesuses traditional compensation and incentives through a combinationelements of salaries,base salary, annual performance bonuses and long-term incentive stock-based awards.

Executive officers generally receive the same benefits as other employees. Any differences are typically due to position, seniority, or local requirements. Consistent with this philosophy, executive officers receive minimal perquisites. Messrs.Mr. Wheeler, Mr. Sheen McEntire and Mr. Adams have entered into employment agreements with the Company, which, under certain circumstances, provide them with certain severance benefits upon their terminations of employment. See “Potential Payments upon Termination orChange-in-Control” below for more information on these benefits. The Company’s compensation policies are designed to enhance financial performance and stockholder value by aligning the financial interests of the executive officers and employees with those of its stockholders.

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What the Company’s Compensation isIs Designed to Reward

The Company’s compensation program is designed to reward teamwork and each individual’s contribution to the Company, including the impact of such contribution on the Company’s overall financial performance, as well as to produce positive long-term results for its stockholders and employees.

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An executive officer’s annual base salary and annual cash bonusbonuses do not fluctuate as a result of increases or decreases in the market value of equity-based compensation awards. For example, if the stock price has grown significantly, resulting in large potential gains on vested stock awards, an executive officer’s base salary or bonus potential is not adjusted for that reason. However, the compensation committee may consider those gains in awarding additional equity-based compensation. Similarly, the compensation committee would not consider a large cash bonus award under the Company’s annual performance bonus program or the Executive Officer Annual Bonus Plana large goal-oriented discretionary cash bonus to be a reason to reduce the equity-based compensation awards or annual base salary received by the executive in the following fiscal year. The Company views each compensation element as a different means of encouraging and promoting performance. These compensation elements are designed to work in tandem.

The compensation committee considers the base salary levels supplemented by bonus awards and equity compensation in evaluating the total executive compensation package. The executive officers are encouraged to earn their bonusbonuses and equity compensation in order to realize the full value of their compensation package. The Company intends that the attainment of the performance goals established by the compensation committee will benefit its stockholders.

The compensation committee does not believe that there is another public company that is a direct peer to the Company in the seismic industry. The Company is primarily a manufacturer of seismic products and does not provide traditional seismic services or maintain a seismic data library like other similarseismic companies. One of the Company’s most direct competitors is a subsidiary of a much larger company, and there is no access to compensation information of the subsidiary alone.that subsidiary. The compensation committee from time to time does review publicly available information on other seismic industry and other energy industry participants to help understand the marketplace in which the Company competes. The Compensation Consultant assists the committee in gathering executive compensation information from a broad group of energy industry companies. The compensation committee strives to maintain a reasonable compensation package for each executive officer and uses this information to retain such officer and provide incentives for such officer to continue to improve the Company’s performance in the future.

The conclusion of the compensation committee after its most recent examination of the publicly available executive compensation of energy industry companies was that the Company’s total compensation of each of its executive officers, particularly their base salaries and cash bonuses, were typically lower than the compensation of executive officers in other energy industry companies, adjusting for various factors such as size, location and seniority of the executive officer. In light of the existing market conditions, the compensation committee elected not to adjust base salaries or total compensation targets of the named executive officers in 2017.

The Company places a high priority on the retention of its key employees, particularly its executive officers. The Board of the Company believes that these executive officers have made significant contributions to the growth and development of the Company and have developed a synergy among themselves that fosters progress and support. The Board believes that a loss of any one of these executive officers could have a significant adverse impact on the Company. Based upon these considerations, the compensation committee designed compensation packages for the Company’s executive officers.

Relative Size of Major Compensation Elements

The combination of base salary, non-equity incentive annual bonus program, goal-oriented discretionary cash incentive awardsbonuses, and equity incentive awards comprise total direct compensation. In setting named executive officer compensation, the compensation committee considers the aggregate compensation payable to the executive officer and the form of the compensation. The compensation committee seeks to achieve the appropriate balance between immediate cash rewards and incentives for the achievement of both annual and long-term financial andnon-financial objectives.

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for its executive officers to receive substantial financial rewardsabove target compensation when the Company’s stock price increases and total shareholder return and financial performance hurdles are met. Conversely, in years when the Company’s stock price remains unchanged or total shareholder return and financial performance hurdles are not met, its executive officers will receive minimal financial compensation, if any, in addition to their base salaries. The compensation committee attempts to maintain annual base salary ranges that are intended to keep salaries consistent andbe reasonably competitive with salaries at other energy industry companies, therefore improving the likelihood of retaining the executive officers. In consultation withofficers that we believe are crucial to the Compensation Consultant and after reviewing energy industry compensation data, the compensation committee has decided to target base compensation between 40% and 50%long-term success of the executive officer’s overallCompany. A substantial portion of target compensation package, equity grants between 40% to 50%, andis in the remainingform of 10-15%“at-risk” in cash bonus tied directlyperformance-based compensation that is linked to the Company’s financial performance. The compensation committee believes that this blend strikes an appropriate balance between providing competitive base compensation, retention motivationeffectively retaining key employees and appropriate incentives to executive officers.aligning the interests of our executives with those of our stockholders.

Chief Executive Officer

In fiscal year 2015, Mr. Wheeler’s annual base salary was $300,000. No discretionary or company-wide cash bonus was awarded during fiscal year 2015. Mr. Wheeler’s overall compensation package for fiscal year 2015 had a value of $309,292.

In fiscal year 2016, Mr. Wheeler’s base salary was not adjusted from fiscal year 2015 levels, but in connection with the review described above, Mr. Wheeler was granted long-term equity incentive compensation (see “Long-Term Stock Based Compensation” below for additional information). No discretionary or company-wide cash bonus was awarded during fiscal year 2016. Mr. Wheeler’s overall compensation package for fiscal year 2016 had a value of $544,908.

In fiscal year 2017, Mr. Wheeler’s base salary was not adjusted from fiscal year 2016 levels, but in connection with the review described above, Mr. Wheeler was granted long-term equity incentive compensation (see “Long-Term Stock Based Compensation” below for additional information). No discretionary or company-wide cash bonus was awarded during fiscal year 2017. Mr. Wheeler’s overall compensation package for fiscal year 2017 had a value of $556,568.

Chief Technical Officer

In fiscal year 2015, Mr. Sheen’s annual base salary was $300,000. No discretionary or company-wide cash bonus was awarded during fiscal year 2015. Mr. Sheen’s overall compensation package for fiscal year 2015 had a value of $308,860.

In fiscal year 2016, Mr. Sheen’s base salary was not adjusted from fiscal year 2015 levels, but in connection with the review described above, Mr. Sheen was granted long-term equity incentive compensation (see “Long-Term Stock Based Compensation” below for additional information). No discretionary or company-wide cash bonus was awarded during fiscal year 2016. Mr. Sheen’s overall compensation package for fiscal year 2016 had a value of $544,880.

In fiscal year 2017, Mr. Sheen’s base salary was not adjusted from fiscal year 2016 levels, but in connection with the review described above, Mr. Sheen was granted long-term equity incentive compensation (see “Long-Term Stock Based Compensation” below for additional information). No discretionary or company-wide cash bonus was awarded during fiscal year 2017. Mr. Sheen’s overall compensation package for fiscal year 2017 had a value of $566,605.

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the Company’s industry, market and overall performance. While each of Messrs. Wheeler, Sheen McEntire and Adams hashad the ability to influence the Company’s financial performance, none of them can ensure that the Company’s performance will rise to the level of satisfying the Tier I or Tier II thresholds. DuringFor fiscal year 2017,2022, no Tier I or Tier II bonuses were funded or paid.

AtGoal Oriented Discretionary Cash Bonuses

If certain executive officers do not receive any payments under the annual stockholders meeting held on February 23, 2009, the Company’s stockholders approved the OYO Geospace Corporation Executive Officer Annual Bonus Plan (the “Executive Officer Annual Bonus Plan”). Only executive employees who are or may become “covered employees” of the Company, as defined in Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) are eligible participants. Only Messrs. Wheeler, Sheen and Adamsbonus program described above, they are eligible to participate inreceive goal oriented discretionary cash bonuses up to 30% of their respective base salary based on individualized goals and other factors which are evaluated on an on-going basis by the Executive Officer Annual Bonus Plan. The performance goal necessary for the payment of bonuses under the Executive Officer Annual Bonus Plan is the achievement of positive return on stockholder equity, as reported in the Company’syear-end or, if applicable, quarterly earnings release. The compensation committee may,and Board. For fiscal year 2022, after discussions with management, and in its discretion, add additional terms or conditions to the receiptlight of a bonus under the Executive Officer Annual Bonus Plan so long as such additional terms and conditions do not contradict the terms of the Executive Officer Annual Bonus Plan. The compensation committee will not award bonuses under the Executive Officer Annual Bonus Plan if the performance criteria of a positive return on stockholder equity is not satisfied. In no event may a bonus in excess of $1.0 million be paid pursuant to the Executive Officer Annual Bonus Plan to any participant for any fiscal year. The ability to achieve the performance criteria required under the Executive Officer Annual Bonus Plan is analogous to the challenge presentedcost cutting measures initiated by the 2017 Bonus Plan criteria:Company, no bonus payments were recommended by the difficulty of attaining the performance criteria fluctuates in response to the Company’s industry, market and overall performance. While the actions and individual job performance of each of Messrs. Wheeler, Sheen and Adams may influence the Company’s financialcompensation committee.

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the option that has vested remains exercisable until the earlier of the expiration date or the close of the period of exercisability based upon a termination of employment (as defined in the applicable award agreement). If the performance targets are not achieved during the five-year performance period, the options will be forfeited.

On November 16, 2016, the Company also granted restricted stock awards, with Mr. Wheeler and Mr. Sheen receiving awards in the amount of 6,000 shares each; Mr. McEntire receiving an award of 5,500 shares; and Mr. Adams receiving an award of 5,000 shares. The restricted stock awards vest in four equal annual installments beginning November 16, 2017.

The Board of Directors and the compensation committee intend to make annual grants of restricted stock and/or performance-based stock optionsRSU awards to the Company’s senior executive officers with TSR goals for the stock optionswhich may include service-based vesting and performance based vesting provisions to be determined by the compensation committee each year. The compensation committee will review the long-term incentive program each year to ensure that the key elements of the program continue to meet the objectives described above.

Benefits

The Company offers a variety of health and welfare and retirement programs to all eligible employees. Executive officers generally are eligible for the same benefit programs on the same basis as the rest of the broad-based employees. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. The Company’s health and welfare programs include medical, wellness, pharmacy, dental, life insurance and accidental death and disability. Each employee receives life insurance equal to the employee’s annual salary with a maximum payout of $100,000 and accidental death and dismemberment coverage.

The Company maintains a defined contribution retirement plan that is intended to qualify under Section 401(k) of the Code. The plan covers all full-time employees who meet age and service requirements. The plan provides forpre-tax, elective employee contributions with a matching contribution from us ranging from 50% to 100% of employee contributions, up to a maximum of 3.5% of the employee’s annual salary.

The Company offers vacation time determined by years of service. As of September 30, 2017,2022, Mr. Sheen had accrued 210266 hours of vacation; Mr. McEntireAdams had accrued 178 hours of vacation; Mr. Wheeler had accrued 186226 hours of vacation; and Mr. AdamsWheeler had accrued 226314 hours of vacation. Employees, including executive officers, may roll over up to 160 hours of unused vacation time to subsequent years.

Perquisites

As described above, the Company maintains life insurance policies on each named executive officer for the benefit of such executive’s family members. The maximum payout under each of these policies is $100,000. The Company also maintains key man life insurance policies on each executive officerMessrs. Wheeler and Adams exclusively for its benefit. Additionally, the Company provides promotional shirts, hats and Company logo golf balls to employees for use at Company-sponsored events and exhibitions. The Company may, during years when the Company is meeting its financial goals, reimburse the executive officers for the travel expenses of each executive’s spouse to attend certain annual geophysical conferences in North America and Europe.

Impact of Accounting and Tax Treatment

A standard issued by the Financial Accounting Standards Board requires a public company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The equity awards the Company grants are structured to comply with the requirements of the standard to maintain the appropriate equity accounting treatment.

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Summary Compensation Table

The following table sets forth certain information regarding compensation paid for services rendered during the fiscal years ended September 30, 2015, 20162022 and 2017,2021, respectively, to each of the Company’s named executive officers:

20172022 SUMMARY COMPENSATION TABLE

Narrative Disclosure to Summary Compensation Table

Each of the Company’s named executive officersMessrs. Wheeler, Sheen and Adams have entered into employment agreements with the Company which automatically renew each January 1 for an additional two years unless the Company provides notification no fewer than 30 days prior to such January 1 date that it will not be extending the agreement. Pursuant to the employment agreements, each named executive officer may be entitled to severance benefits upon termination as discussed in the “Potential Payments upon Termination orChange-in-Control” section below.

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Grants of Plan-Based Awards Table

The following table summarizes plan-based awards granted to named executive officers of the Company during the fiscal year ended September 30, 2017:

2017 GRANTSOF PLAN-BASED AWARDS TABLE

Material Terms of Plan-Based Awards

The material terms of the Executive Officer Annual Bonus Plan, the 2017 Bonus Plan and the Company’s employee equity incentive plans are described under the captions “Compensation Discussion and Analysis – Elements of Compensation – Annual Performance Bonuses”; “– Fiscal 2017 Compensation Changes” and “Employee Equity Incentive Plans.”

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“Cause” is defined to mean the employee’s willful and continued failure to perform his duties after a demand for his performance of those duties or the employee’s willfully engaging in gross misconduct materially and demonstrably injurious to the Company. “Good Reason” is defined to mean a demotion, a reduction in base salary, a relocation of the employee’s base location of employment, the discontinuation of any employee benefit without comparable substitution, the failure of any successor of the Company to assume the employment agreement or a purported termination not in compliance with the employment agreement.

The severance benefits to which Messrs. Wheeler, Sheen McEntire and Adams would be entitled on termination would be an amount equal to the product of (a) his then-current annual salary plus the average of the bonus payments paid to the executive in respect of the three fiscal years preceding the fiscal year in which the termination occurs, multiplied by (b) two. The executive would also receive any relocation and indemnity payments to which he is entitled and any costs and legal fees incurred in connection with any dispute over his employment agreement. In the case of Mr. Sheen, agross-up for any applicable “excess parachute payment” tax imposed by the Code would also be received.

These payments would be due in a lump sum on the tenth day following the date of termination. The amounts paid are based on the salary rate in effect at the time of termination, unless the employee is terminating employment for Good Reason due to a reduction in salary, in which case the salary rate shall be the rate in effect prior to such reduction.

So long as Messrs. Wheeler, Sheen McEntire or Adams are terminated without Cause, they are not required to perform any further agreement or action in order to receive these benefits. However, in connection with these employment agreements, each of them have agreed that he will not disclose or misappropriate any confidential information of the Company and that all intellectual property developed by them is the property of the Company.

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Thomas L. Davis, Ph.D.

Edgar R. Giesinger, Jr.

Charles H. Still

Tina M. Langtry

Richard F. Miles

Code of Ethics

The Company has adopted a general code of business conduct that applies to all employees, and a supplemental code of ethics that applies to the Company’s Chief Executive Officer and senior financial officers. The general code of business conduct and supplemental code of ethics may be accessed electronically under the “InvestorInvestor Relations – Code of Business Conduct” section of the Company’s website at www.geospace.com.

Equity Compensation Plan Information

31The following table summarizes information with respect to the Company’s equity compensation plans under which its equity securities are authorized for issuance as of September 30, 2022:

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Security Ownership of Certain RelationshipsBeneficial Owners and Related TransactionsManagement

The Board has established written proceduresfollowing table indicates the beneficial ownership as of December 15, 2022 of shares of Common Stock of each director and adopted policy for governing related persons transactions. The Company’s general code of business conduct, to which all employees (including its executive officers) are subject, also provides that no employee nor any employee’s immediate family member should engage in a business or financial arrangement with a vendor, supplier or customer of the Company without the prior written approval of the Company’s Chief Executive Officer or Chief Financial Officer. The general code of business conduct may be accessed electronically under the “Investor Relations – Code of Business Conduct” section of the Company’s website at www.geospace.com.

The Company’s written procedures regarding review, approval and oversite of related party transactions cover instances involving any employee,named executive officer, Director, nominee for Director, or immediate family member, among others. The types of transactions covered by the procedures are transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness to which the Company or any of its subsidiaries were or will be a participant, and any relatedeach person had, has or will have direct or indirect interest with respect to certain relationships and related transactions. The Audit Committee is responsible for establishing/reviewing related party transaction policies and reviewing and approving related party transactions.

Transactions Involving Richard F. Miles

The Company regularly transacts business with Creative Marketing Services, LP (“CMS”), a company owned by the spouse of director Richard F. Miles. CMS is a marketing company which has historically provided marketing, communications, and support servicesknown to the Company including product photography, video shoots, brochure design, magazine advertising, website design, annual report production and various other marketing and advertising services. The Company had retained CMS prior to Mr. Miles’ appointment as director in 2013. For the Company’s 2017, 2016, 2015 fiscal years, the Company incurred expense of $7,000, $39,000, and $79,000 respectively, to CMS for these services.

Mr. Miles was previously the Chief Executive Officer and a member of the Board of Directors of Geokinetics Inc. (“Geokinetics”), a customer of the Company. On November 8, 2012, Mr. Miles retired from his positions with Geokinetics. Between October 1, 2011 and the date of Mr. Miles’ retirement from Geokinetics, the Company sold an aggregate amount of $3.8 million of equipment to Geokinetics in 139 separate transactions, and the Company rented equipment to Geokinetics in seven separate transactions with an aggregate rental fee of $7.1 million. The transactions were on terms similar to those that the Company would provide to customers of Geokinetics’ size. During this period, Geokinetics was not indebted to the Company except for payment terms generally provided to customers of the Company relating to Geokinetics’ purchases of equipment.

Geokinetics subsequently filed for bankruptcy protection in May of 2013.

On November 16, 2017, the Board agreed that Mr. Miles had become independent according to the applicable NASDAQ rule and that his relationship with CMS would not interfere with his exercise of independent judgement in carrying out the responsibilities of a director.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons whobeneficially own more than 10% of a registered class5% of the Company’s equity securities to file reportsoutstanding Common Stock and all directors and executive officers as a group, along with the percentage of outstanding Common Stock that such ownership represents. The Company based the information regarding beneficial ownership by third persons of more than 5% of its outstanding capital stock on a search of all Schedules 13D and changes in ownership13G filed with the Securities and Exchange Commission. Officers, directorsCommission with respect to the Common Stock and greater than 10% stockholders are requiredadditional information received by the regulation to furnish the Company from NASDAQ. Each person named has sole voting and investment power with copies of all Section 16(a) reports they file.

Based solely on a review of reports on those filings furnishedrespect to the Company and written representations from reporting persons that no additional reports were required,shares indicated except as otherwise stated in the Company believes that duringnotes to the fiscal year ended September 30, 2017, all officers, directors and greater than 10% stockholders complied with all filing requirements applicable to them.table.

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proxy statement and form of proxy relating to that meeting. A matter as to which the Company receives notice that is proposed to be brought before the annual meeting of stockholders of the Company in 20192024 outside the process of the Securities and Exchange Commission’s rule on stockholder proposals (described in the preceding sentence) will be considered not properly brought before that meeting, and will be out of order, unless the notice as to that matter meets the requirements of the advance notice provisions of the Company’sby-laws. That provision requires notice of any matter, including nomination of a director, to be submitted by a stockholder at the annual meeting of stockholders of the Company in 20192024 to be received by the Company no later than November 9, 2018,11, 2023 and to be received by the Company no earlier than October 10, 2018,12, 2023 subject to certain other requirements and deadlines outlined in the Company’sby-laws.

The cost of solicitation of proxies in the form of proxy accompanying this proxy statement will be paid by the Company. In addition to solicitation by use of the mails, the directors, officers or employees of the Company may solicit the return of proxies by telephone, electronically or in person.

3331

Proxy - Geospace Technologies Corporation

This Proxy is solicited on behalf of the Board of Directors.

Proxy-Annual Meeting of Stockholders February 7, 20189, 2023

The undersigned holder of common stockCommon Stock of Geospace Technologies Corporation hereby appoints Edgar R. Giesinger, Jr. and William H. Moody,Gary D. Owens, or either of them, proxies of the undersigned with full power of substitution, to vote at the Annual Meeting of Stockholders of Geospace Technologies Corporation to be held at 10:30 a.m. on the 7th9th of February 2018,2023, to be held virtually via live webcast at the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, Texas 77040,meetnow.global/MX4R2KZ, and at any adjournment or postponement thereof, the number of votes that the undersigned would be entitled to cast if personally present.

In their discretion, the above named proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof and upon matters incident to the conduct of the meeting.

This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder.If no direction is made, this proxy will be voted (i) FOR the election of the director nominees named on the reverse side, or if any one or more of the nominees becomes unavailable, FOR another nominee or other nominees to be selected by the Board of Directors, (ii) FOR the ratification of the appointmentby the audit committee of the Board of Directors of BDO USA,RSM US LLP, independent public accountants, as the Company’s auditors for the year ending September 30, 2018,and2023, (iii) FOR the approval of the non-binding, advisory resolution regarding the compensation of the Company’s named executive officers.officers, and (iv) FOR a non-binding, advisory vote on the compensation of the Company’s named executive officers to occur EVERY YEAR.

Please mark, sign, date and return in the enclosed envelope, which requires no postage if mailed in the United States. In order for your vote to be submitted by proxy, you must (i) properly complete the Internet voting instructionsinternet or telephone voting instructions no later than 11:59 p.m. Houston time on February 6, 2018 or (ii) properly complete and return this proxy card at or prior to the Annual Meeting of Stockholders on February 7, 2018.9, 2023.

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY INTERNET OR TELEPHONE.

(continued and to be signed on other side)

Geospace Technologies Corporation

[Name]

[Address]

Annual Meeting Proxy Card

[A] Proposals – The Board of Directors recommends a voteFOR the listed nominees, andFOR Proposals 2 and 3.3, and FOR the EVERY YEAR option of Proposal 4.

[B] Non-voting items

[C] Authorized Signatures – Sign Here – This section must be completed for your vote to be counted.

NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.