UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
Geospace Technologies Corporation
(Name of Registrant as Specified in its Charter)
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January 4, 20183, 2024
Dear Fellow Stockholder:
I am pleased to invite you to attend Geospace Technologies Corporation’s 20182024 Annual Meeting of Stockholders. We will hold the meetingAnnual Meeting at 10:3011:00 a.m. on February 7, 20188, 2024, both virtually via live webcast at meetnow.global/MPGCU4H and in-person at the Crowne Plaza Houston Northwest Brookhollow,DoubleTree by Hilton, 12801 Northwest Freeway, Houston, Texas 77040.Texas.
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 20172023 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.Annual Meeting virtually or in-person. If you attend the meetingAnnual Meeting virtually or in person 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 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 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 II 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, 2018,2024, and (iii)FOR the approval of thenon-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation’s named executive officers.
Thank you for your cooperation. The Board of Directors and I look forward to seeing you at the meeting.Annual Meeting.
Very truly yours, Walter R. Wheeler |
Walter R. Wheeler
President and Chief Executive Officer
Geospace Technologies Corporation
7007 Pinemont Drive
Houston, Texas 77040-6601
January 4, 20183, 2024
NOTICEOF ANNUAL MEETINGOF STOCKHOLDERSTO BE HELD FEBRUARY 7, 2018Notice of Annual Meeting of Stockholders to Be Held February 8, 2024
The Annual Meeting of the Stockholders of Geospace Technologies Corporation will be held at 10:3011:00 a.m. on February 7, 2018,8, 2024. The Annual Meeting will be held both virtually via live webcast at meetnow.global/MPGCU4H and in person at the Crowne Plaza Houston Northwest Brookhollow,DoubleTree by Hilton, 12801 Northwest Freeway, Houston, Texas 77040,Texas. The Annual Meeting will be held for the following purposes:
1. | to elect |
2. | to ratify the appointment by the audit committee of the Board of Directors of |
3. | to vote on anon-binding, advisory resolution regarding the compensation of Geospace Technologies Corporation’s named executive officers; and |
4. | to transact such other business as may properly come before the |
The holders of record of Geospace Technologies Corporation common stock at the close of business on December 15, 20172023 will be entitled to vote at the meeting.Annual Meeting.
By order of the Board of Directors,
/s/ Thomas T. McEntire
By order of the Board of Directors, Robert L. Curda Vice President, Chief Financial Officer & Secretary |
Thomas T. McEntire
Vice President and Chief Financial Officer
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the meeting,Annual Meeting virtually or in person, please sign, date and mail the enclosed proxy card promptly. If you attend the meetingAnnual Meeting virtually or in person 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 20182024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 7, 20188, 2024
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 2017Company’s 2023 Annual Report to stockholders available via the Internet at www.edocumentview.com/geos.
Geospace Technologies Corporation
PROXY STATEMENT
Proxy Statement
January 4, 20183, 2024
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 10:3011:00 a.m. on February 7, 2018, at the Crowne Plaza Houston Northwest Brookhollow, 12801 Northwest Freeway, Houston, TX 77040,8, 2024, and for any adjournment thereof.
This Annual Meeting will be a held both virtually via live webcast and in person at and in-person at the DoubleTree by Hilton, 12801 Northwest Freeway, Houston, Texas. You will be able to attend the Annual Meeting virtually by accessing at meetnow.global/MPGCU4H 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, 2017.2023 (the “record date”). On January 4, 2018,3, 2024, 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 20172023 Annual Report at www.edocumentview.com/geos. The Company first distributed copies of these proxy materials to stockholders on or about January 4, 2018.3, 2024.
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, 2017,2023, there were 13,560,79113,317,090 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.Thomas L. Davis, Ph.D. and William H. MoodyRichard F. Miles 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 II 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, 2018,2024, and (iii)FOR the approval of thenon-binding, advisory resolution regarding the compensation of the Company’s named executive officers.
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 Annual Meeting. If you attend the Annual Meeting virtually, 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/MPGCU4H 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 virtually or in person at the 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 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 Annual Meeting virtually or in person, 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 43078
Providence, RI 02940-3078
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on February 5, 2024.
You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Annual Meeting in person or virtually at meetnow.global/MPGCU4H 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 virtually. 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 Annual Meeting virtually or in person 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
nominees will be elected if such nominee receives the affirmative vote of the majority of the votes cast for an open directorship so long as the number of nominees for election equals the number of nominees to be elected (an “Uncontested Election”). For the purpose of an Uncontested Election, a majority of votes cast means that the number of votes “for” a nominee’s election must exceed 50% of the votes cast with respect to that nominee’s election. Votes “against” a nominee’s election will count as votes cast, but “abstentions” and “brokernon-votes” will not count as votes cast with respect to that nominee’s election. In order for any person to become a member of the Board, such person must agree to submit upon appointment or first election to the Board an irrevocable resignation, which resignation shall provide that it shall become effective (contingent upon acceptance of the resignation by the Board), in the event of a shareholderstockholder vote in an Uncontested Election in which that person does not receive a majority of the votes cast with respect to that 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 20182024 fiscal year, and the resolution regarding 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 present will 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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PROPOSALProposal I: ELECTIONOF DIRECTORSElection of Directors
At the meeting,Annual Meeting, the stockholders will elect threetwo Class II 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 20182024 Annual Meeting are Ms. Tina M. Langtry, Mr. Michael J. Sheen,Margaret Sidney Ashworth and Mr. Charles H. Still.Stephen C. Jumper. The nominating and corporate governance committee of the Company has nominated Ms. Langtry, Mr. SheenAshworth and Mr. StillJumper to serve as Class II directors for a three-year term expiring at the 20212027 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 security and defense industry, (4) experience in the seismic industry, (4)(5) knowledge of the oil and gas industry, (5)(6) continuing overall contributions and valuable input to the Board and its committees, and (6)(7) 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, Mr. SheenAshworth and Mr. StillJumper satisfied the criteria considered by the nominating and corporate governance committee, and nominated Ms. Langtry, Mr. SheenAshworth and Mr. StillJumper to stand for election as Class II directorsdirector on the Board of the Company.
Ms. Langtry, Mr. SheenAshworth and Mr. StillJumper have been nominated by the nominating and corporate governance committee to serve as Class II directors for a three-year term expiring at the 20212027 Annual Meeting of Stockholders. The directors in Class I are serving terms that expire at the 2026 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.Ms. Ashworth, Mr. Jumper, Dr. Thomas L. Davis, Ph.D., Mr. Richard F. Miles, Mr. Edgar R. Giesinger, Mr. Moody, Dr. Davis, Mr. Still, Ms. LangtryJr., 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,directors, Ms. LangtryMargaret Sidney Ashworth and Mr. StillStephen C. Jumper are independent under the criteria established by the NASDAQ and 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.Stock Market Rules.
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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.
Nominees for Election | ||||||||||
Class II Directors (Terms Expiring at the 2018 Annual Meeting of Stockholders) | Age | Position | Director Since | |||||||
Tina M. Langtry (b)(c) | 60 | Director | 2012 | |||||||
Michael J. Sheen | 69 | Senior Vice President and | ||||||||
Chief Technical Officer, Director | 1997 | |||||||||
Charles H. Still (a)(b)(c) | 75 | Director | 1997 | |||||||
Other Current Directors | ||||||||||
Class III Directors (Terms Expiring at the 2019 Annual Meeting of Stockholders) | ||||||||||
Edgar R. Giesinger, Jr. (a)(b)(c) | 61 | Director | 2015 | |||||||
William H. Moody (a) | 78 | Director | 2004 | |||||||
Gary D. Owens | 70 | Chairman of the Board | 1997 | |||||||
Class I Directors (Terms Expiring at the 2020 Annual Meeting of Stockholders) | ||||||||||
Thomas L. Davis, Ph.D. (a)(b)(c) | 70 | Director | 1997 | |||||||
Richard F. Miles (b)(c) | 69 | Director | 2013 | |||||||
Walter R. Wheeler | 64 | President, Chief Executive Officer, Director | 2015 |
Nominees for Election Class II Director (Term Expiring at the 2024 Annual Meeting of Stockholders) | Age | Position | Director Since | |
Margaret Sidney Ashworth (c)(b) | 72 | Director | 2020 | |
Stephen C. Jumper | 62 | Director | 2023 | |
Other Current Directors Class III Directors (Terms Expiring at the 2025 Annual Meeting of Stockholders) | ||||
Edgar R. Giesinger, Jr. (a)(b)(c) | 67 | Director | 2015 | |
Gary D. Owens | 75 | Director | 1997 | |
Class I Directors (Terms Expiring at the 2026 Annual Meeting of Stockholders) | ||||
Thomas L. Davis, Ph.D. (a)(c) | 76 | Lead Independent Director | 1997 | |
Richard F. Miles (a)(b)(c) | 74 | Director | 2013 | |
Walter R. Wheeler | 69 | President, Chief Executive Officer, Director | 2015 | |
(a) | Member of the audit |
(b) | Member of the compensation |
(c) | Member of the nominating and corporate governance |
Background of Nominees and Continuing Directors
Thomas L. Davis, Ph.D. became a director in connection with the Company’s initial public offering in November 1997. Dr. Davis is a Professor of Geophysics at the Colorado School of Mines, where he has worked since 1980. He has also been a coordinator of the Reservoir Characterization Project, an industry consortium of the Colorado School of Mines, since it was founded in 1985, with the objective of characterizing reservoirs through development and application of3-D and time lapse3-D multicomponent seismology. Dr. Davis consults and lectures worldwide and has written andco-edited numerous papers and other works in the field of seismic interpretation. The Board believes that Dr. Davis’ industry specific experience and expertise and the unique perspective gained from serving as a professor at the Colorado School of Mines enable him to effectively serve as a director.
Edgar R. Giesinger,, Jr. has been a director since November 2015. Mr. Giesinger retired as a managing partner from KPMG LLP on September 30, 2015. He has 35 years of accounting and finance experience working mainly with publicallypublicly traded corporations. Over the years, he has advised a number of clients in accounting and financial matters, capital raising, international expansions and in the dealings with the Securities and Exchange Commission. While working with companies in a variety of industries, his primary focus has been energy and manufacturing clients. Mr. Giesinger is a Certified Public Accountant in the State of Texas and Presidentformer Chairman of the TexasTri-Cities Chapter of the National Association of Corporate Directors. He has lectured and led seminars on various topics dealing with financial risks, controls and financial reporting. Mr. Giesinger serves as director and audit committee member on the boardsboard of Newfield Exploration Company, an NYSE listed independent oil
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exploration and production company, and Solaris Oilfield Infrastructure, Inc. (ticker symbol “SOI”), ana NYSE listed manufacturer and provider of proppant management systems for oil and gas well sites. Mr. Giesinger also serves as director and audit committee member on the board of Mach Natural Resources LP (ticker symbol “MNR”), a NYSE listed independent upstream oil and gas company. The Board believes that Mr. Giesinger’s extensive financial and accounting experience, including that related to the energy and manufacturing industries, enables him to effectively serve as a director.
Tina M. Langtry has been a director since April 2012. Ms. Langtry was the Manager, Discovered Resource Opportunity Evaluations and the General Manager, Global Exploration New Ventures/Business Development for ConocoPhillips from September 2002 until her retirement in January 2008. In such capacity, Ms. Langtry had 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. 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. 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.
Stephen C. Jumper is the former President, Chief Executive Officer and Chairman of the Board of Directors of Dawson Geophysical Inc. and has been a director since December 2023. During his thirty-eight year career with Dawson Geophysical, he held the positions of President and Chief Executive Officer from February 2015 until December 2023 and served as Chairman of the Board of Directors from February 2015 to March 2023. Mr. Jumper joined Legacy Dawson in 1985, was elected Vice President in September 1997, and President, Chief Operating Officer and Director in January 2001. In January 2013, Mr. Jumper was elected Chairman of the Board of Directors of Legacy Dawson. Prior to that, Mr. Jumper served Legacy Dawson as manager of technical services with an emphasis on 3-D processing. Graduating from the University of Texas at Austin in December of 1984, Jumper received a Bachelor of Science degree in Geological Sciences. Mr. Jumper has formerly served as the Permian Basin Geophysical Society Second Vice President in 1991, First Vice President in 1992 and as President in 1993. The Board believes that Mr. Jumper’s broad seismic industry experience and connections enable him 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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had been a Senior Vice President and Chief Technical Officer of Input/Output, Inc. (now known as ION Geophysical Corp.) beginning in 1991 and had held other positions at Input/Output, Inc. (now known as ION Geophysical Corp.) starting in 1977. The Board believes that Mr. Sheen’s depth of understanding of the Company’s operations and strategy, his extensive employment experience with the Company and his significant industry specific experience enable him to effectively serve as a director.
Charles H. Stillbecame a director in connection with the Company’s initial public offering in November 1997. Mr. Still was appointed lead director in February 2015. He was Secretary of the Company, serving in anon-executive capacity, from the Company’s formation in September 1994 until February 2009 and was Secretary of various affiliates and predecessors of the Company since 1980. He was a partner in the law firm of Fulbright & Jaworski LLP from 1975 until 2008. As of January 1, 2008, Mr. Still retired as a partner of that firm and became Of Counsel. In 2008, Mr. Still left Fulbright & Jaworski LLP and became a partner in the law firm of Kelly Hart & Hallman LLP. He retired as a partner of that firm on December 31, 2010 and returned to Fulbright & Jaworski LLP as Of Counsel. Mr. Still retired from his position as Of Counsel in January 2014. Mr. Still also served on the Board of Directors of Martin Midstream GP LLC, the general partner of Martin Midstream Partners L.P., from August 2010 until October 2014. He has utilized his Bachelor of Business Administration degree in accounting and his legal acumen to provide approximately 48 years of business, finance and SEC counsel to clients. The Board believes that Mr. Still’s extensive legal and financial background and board and corporate governance experience enable him to effectively serve as a director.
Walter R. Wheelerhas been a director since November 2015. Mr. Wheeler became the Company’s President and Chief Executive Officer in January 2014. He served as the Company’s Executive Vice President and Chief 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
Total Number of Directors | 7 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 1 | 6 | -- | -- |
Part II: Demographic Background | ||||
African American or Black | -- | -- | -- | -- |
Alaskan Native or Native American | -- | -- | -- | -- |
Asian | -- | -- | -- | -- |
Hispanic or Latinx | -- | -- | -- | -- |
Native Hawaiian or Pacific Islander | -- | -- | -- | -- |
White | 1 | 6 | -- | -- |
Two or more Races or Ethnicities | -- | -- | -- | -- |
LGBTQ+ | -- | |||
Did not disclose demographic background | -- |
Director Skills Matrix
Demographics | Functional | Industry | Intl. | ||||||||||||
Age | Total Public Directorships | Independent | Gender | CEO | Senior Officer/COO | Financial Expertise | Applied Science & Engineering | Government Relations & Contracts | Human Resource Management | Geophysics & Seismology | Oil & Gas | Defense, Homeland Security & Intelligence. | Capital Intensive Mfg. | Global | |
Gary D. Owens (Chairman) | 75 | 1 | ✔ | M | * | * | × | * | × | * | + | * | * | * | |
Walter R. Wheeler (CEO) | 69 | 1 | M | * | * | × | * | × | * | × | + | × | * | + | |
Richard F. Miles | 74 | 1 | ✔ | M | * | * | × | + | × | * | * | × | * | * | |
Thomas L. Davis, Ph.D. | 76 | 1 | ✔ | M | * | + | * | + | + | ||||||
Edgar R. Giesinger, Jr. | 67 | 3 | ✔ | M | + | * | * | × | + | ||||||
Margaret Sidney Ashworth | 72 | 1 | ✔ | F | + | × | * | * | * | * | |||||
Stephen C. Jumper | 62 | 1 | ✔ | M | * | * | + | * | × | + | * | * | × | × | + |
Key | |
* | Expert |
+ | Proficient |
× | Competent |
Limited |
Stockholder Engagement
Geospace Technologies Corporation understands the importance of maintaining a robust stockholder engagement program. During 2023, Geospace continued its long-standing practice of reaching out to stockholders and future investors. Executives, and when appropriate, directors met with stockholders on a variety of topics, including strategy and value propositions, corporate governance, executive compensation, and culture. We spoke and met with representatives from our top institutional investors, mutual funds, public pension funds, and individual investors to hear their views on these important topics. Overall, investors expressed strong support for Geospace.
Our Board is committed to constructive engagement with our stockholders and investors. To help facilitate communication with our stockholders, the Board formed a governance leadership sub-committee in 2020 to carry out a stockholder outreach effort. The sub-committee consisted of the chairs of the audit, compensation and nominating and governance committees. In some instances, the Lead Independent Director, CEO and Chairman also participated in the meetings. Open dialogue with our stockholders throughout 2023 has led to enhancements in our corporate governance and executive compensation, with ongoing efforts dealing with our strategy and value proposition. The Board believes these efforts are all in the best interest of Geospace and its stockholders.
Communications with the Board
Any stockholder or other interested party wishing to send written communications to any one or more members of the Company’s Board may do so by sending them to the Company Secretary, c/o Geospace Technologies Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601 or to investorquestions@geospace.com. All such communications will be forwarded to the intended recipient(s).
Nominations to the Board
The nominating and corporate governance committee is responsible for reviewing and interviewing qualified candidates to serve on the Board, for making recommendations for nominations to fill vacancies on the 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:
• an individual’s business or professional experience, accomplishments, education, judgment, understanding of the business and the industry in which the Company operates, specific skills and talents, independence, time commitments, reputation, general business acumen and personal and professional integrity and character;
• the size and composition of the Board and the interaction of its members, in each case with respect to the needs of the Company and its stockholders; and
• regarding any individual who has served as a director of the Company, his or her past preparation for, attendance at, and participation in meetings and other activities of the Board or its committees and his or her overall contributions to the Board and the Company.
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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governance committee through current Board members, professional search firms, stockholders or other persons. Candidates have been evaluated at regular or special meetings of the nominating and corporate governance committee, and may be considered at any point during the year. The Board of Directors, based on recommendations from the nominating and corporate governance committee, has instituted a tenure limit of 15 years for all non-employee directors to hold a seat on the Board of Directors that join the Board on or after August 6, 2020.
The nominating and corporate governance committee will consider qualified nominees recommended by stockholders. Stockholders desiring to make such recommendations should submit such recommendations to the Corporate Secretary, c/o Geospace Technologies Corporation, 7007 Pinemont Drive, Houston, Texas 77040-6601. The nominating and corporate governance committee will evaluate candidates properly proposed by stockholders in the same manner as all other candidates.
Committees of the Board and Meeting Attendance
During fiscal year 2017,2023, the Board met sevenfive times, and each director attended, in person or by telephone, at least 75% of the meetings held by the Board andBoard. Further, each committee member attended 100% of the meetings held by the committees on which the director served.directors served during fiscal year 2023. Directors receive the director compensation payments set forth below irrespective of meeting attendance, and the Company does not have a formal policy with regard to Board members’ attendance at annual meetings of security holders. All members of the Board at the time of the Company’s 20172023 Annual Meeting attended such meeting.
The Board has a standing audit committee, compensation committee and nominating and corporate governance committee.
Audit Committee.The audit committee is charged with, among other tasks, recommending to the entire Board the engagement and discharge of independent auditors of the financial statements of the Company, reviewing andpre-approving the professional services provided by its independent auditor, reviewing the independence of its independent auditor, reviewing with the auditors their plan and results of the auditing 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, 2017.2023. The audit committee’s report for the fiscal year 20172023 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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three times during the fiscal year ended September 30, 2017. The compensation committee’s report on executive compensation for fiscal year 2017 appears below in this proxy statement.2023.
For more information pertaining to the Company’s compensation policies and practices, please read the “Compensation Discussion and Analysis”“Overview of Company Executive Compensation Program” section of this proxy statement.
Nominating and Corporate Governance Committee.The nominating and corporate governance committee is charged with, among other things, identifying and recommending nominees for election to the Company’s Board at annual meetings and filling vacancies on the Company’s Board, recommending nominees for appointment to the Company’s committees, annually reviewing the overall effectiveness of the organization of the Board and the committees thereof, developing and maintaining qualification criteria and procedures for the identification and recruitment of candidates for election to serve as directors, and annually reviewing the directors, its own performance and its charter. The nominating and corporate governance committee will consider nominees recommended by stockholders. With respect to procedures that must be followed in order for nominations from stockholders to be considered, see “Nominations to the Board” above. In addition, the nominating and corporate governance committee reviews annually with the full Board the succession plans for senior executive officers and makes recommendations to the Board regarding the selection of individuals to occupy these positions. The nominating and corporate governance committee is comprised of Ms. Ashworth, Mr. Giesinger, Dr. Davis and Mr. Miles. Ms. Ashworth serves as Chairman. All of the members of the nominating and corporate governance committee are independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules, as currently applicable to the Company. The charter for the nominating and corporate governance committee may be accessed electronically under the “Investor Relations – Corporate Governance” section of the Company’s website at www.geospace.com. The nominating and corporate governance committee met fivefour times during the fiscal year ended September 30, 2017.2023.
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. In August 2023, Mr. Davis was re-elected for an additional 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 fournine times during the fiscal year ended September 30, 2017. In November 2017, after review of Mr. Still’s achievements during his tenure as2023. 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.
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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management regarding the Company’s business and operations risks and monitoring risk areas through boardBoard reports and related discussions at boardBoard meetings. The Board also reviews and approves the Company’s operating and capital budgets on an annual basis. The committees of the Board include an audit committee, which oversees accounting and financial issues and risks, a compensation committee, which reviews leadership performance and compensation and a nominating and corporate governance committee, which assesses Board performance and corporate governance issues.
Cybersecurity
The Company’s Chief Information Officer, (“CIO”), (who is also a certified Chief Information Security Officer) manages the Company’s security program. Oversight of the program occurs via CIO metrics-based updates provided to an Information Technology Steering team (consisting of the executive officers and other key employees of the Company) on a quarterly basis. Additionally, multiple elements of the Company’s cybersecurity security program are tested internally and externally on a bi-yearly basis in alignment with our Sarbanes-Oxley information security controls. Lastly, the CIO provides a cybersecurity risk assessment to the Board on an annual basis which includes metrics, security incidents, key risk indicators, and risk mitigation plans.
The Company aligns to the National Institute of Standards and Technology (NIST) Cyber Security Framework and adopts a variety of cybersecurity best practices across the enterprise. The Company leverages industry-leading cybersecurity vendors that provide the following capabilities: Managed Detection and Response (MDR); a Security Operations Center (SOC) that monitors the Company’s IT assets on a 24x7x365 basis; tools to interdict emails with phishing links and malware payloads; data leak protection tools that provide real-time interdiction of data transfers outside of normal business usage; vulnerability detection and automated patching tools; firewalls and instruction detection systems; multi-factor authentication mechanisms; mobile device management systems; penetration testing; and various third-party assessments. The Company’s critical IP data is maintained on segmented, access-controlled data stores. The Company utilizes a variety of backup mechanisms for its data including both warm and cold storage solutions. Lastly, the Company utilizes token-based technologies to support Payment Card Industry Data Security Standard (PCI DSS) compliant safe handling and protection of credit card data.
The Company has a defined security policy that is reviewed on an annual basis. The Company has established response procedures for cyber-security incidents and tests the procedures on a periodic basis. The Company provides robust computer-based Cybersecurity and wire fraud / phishing awareness training to all new employees as well as training to existing employees on an annual basis.
The Company has not experienced material information security incidents in the last three years nor has it incurred any material expenses related to penalties and/or settlements related to a material breach. Nevertheless, the Company does carry a cybersecurity insurance policy.
Environmental, Societal and Governance
In response to interest from shareholders and the investment community, the Company published annual ESG Reports in 2021 and 2022. These reports highlight the Company’s commitment to ESG standards including:
● Environmental Commitment and Stewardship;
● Workforce Diversity & Employee Health and Safety;
● Philanthropic & Community Engagement; and
● Corporate Governance, Board Composition & Business Code of Conduct.
The Company will publish its third ESG Report in the first quarter of calendar year 2024. The Company’s report is provided electronically in the ESG section of the Company’s website under the Company navigation heading at http://www.geospace.com/esg.
Compensation of Directors
The following table summarizes compensation paid to eachnon-employee director during the fiscal year ended September 30, 2017:2023. For details of compensation paid to Mr. Wheeler, please see “Summary Compensation Table.”
DIRECTOR COMPENSATIONDirector Compensation
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (5) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | ||||||||||||
Gary D. Owens | 100,000 | (2) | 19,530 | — | 119,530 | 80,025 | 47,970 | -- | 127,995 | |||||||||||
William H. Moody | 95,000 | (3) | 19,530 | — | 115,530 | |||||||||||||||
Charles H. Still | 95,000 | (4) | 19,530 | — | 115,530 | |||||||||||||||
Thomas L. Davis, Ph.D. | 85,000 | 19,530 | — | 105,530 | 77,025 | 47,970 | -- | 124,995 | ||||||||||||
Edgar R. Giesinger, Jr. | 85,000 | 19,530 | — | 105,530 | 77,025 | 47,970 | -- | 124,995 | ||||||||||||
Richard F. Miles | 77,025 | 47,970 | -- | 124,995 | ||||||||||||||||
Tina M. Langtry | 85,000 | 19,530 | — | 105,530 | 72,525 | 47,970 | -- | 119,995 | ||||||||||||
Richard F. Miles | 85,000 | 19,530 | — | 105,530 | ||||||||||||||||
Margaret Sidney Ashworth | 69,525 | 47,970 | -- | 117,495 | ||||||||||||||||
Kenneth Asbury (3) | 6,907 | -- | -- | 6,907 |
(1) | Represents 9,000 restricted |
(2) |
All directors of the Company are reimbursed for ordinary and necessary expenses incurred in attending |
(3) | Mr. Asbury resigned from the Board effective November 3, 2022. |
For the fiscal year ended September 30, 2017,2023, 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. Eachnon-employeeThe Board considers director was also granted 1,000compensation 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 restrictedCommon Stock subject to outstanding unvested stock during fiscal year 2017. The shares vestawards that each non-employee director held as of September 30, 2023:
Name | Stock Awards # | ||
Gary D. Owens | 9,000 | ||
Edgar R. Giesinger, Jr. | 9,000 | ||
Thomas L. Davis, Ph.D. | 9,000 | ||
Tina M. Langtry | 9,000 | ||
Richard F. Miles | 9,000 | ||
Tina M. Langtry(1) | 5,500 | ||
Margaret Sidney Ashworth | 9,000 |
(1)Ms. Langtry’s stock award vested in October 2023 as a result of her death. |
During the annual review of our current director compensation program in fourNovember 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 annual installments withweighting between cash and equity.
Legal Proceedings
To the first installment vesting on the first anniversarybest of our knowledge, there is no material proceeding to which any director, director nominee or executive officer or affiliate of the dateCompany, any owner of grant. All directorsrecord 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
The Board has established written procedures 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 reimbursed for ordinary and necessary expenses incurredsubject, also provides that no employee nor any employee’s immediate family member should engage in attending board and committee meetings.
In Decembera business or financial arrangement with a vendor, supplier or customer of 2017, in lightthe Company without the prior written approval of industry conditions, its impact on the Company’s financial performance and total shareholder return,Chief Executive Officer or Chief Financial Officer. The general code of business conduct may be accessed electronically under the Board reduced director cash compensation. In line with“Investor Relations – Code of Business Conduct” section of 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 grantswebsite at its February 2018 meeting.www.geospace.com.
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PROPOSAL II: RATIFICATIONOF APPOINTMENTOF AUDITORS
Transactions Involving Stephen C. Jumper
The Company regularly transacts business with Dawson Geophysical Company and its subsidiaries (“DGC”), in which Mr. Jumper was President and Chief Executive Officer until December 2023. DGC is an onshore seismic data acquisition service company which the Company has historically sold seismic equipment. For fiscal years 2015, 20162023 and 20172022, the Company retained BDO USA,generated revenue of $603,364 and $382,208 respectively, from sales to DGC. The Board has determined that these transactions do not render Mr. Jumper not independent under applicable NASDAQ rules.
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.
Proposal II : Ratification of Appointment of Auditors
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, 2018,2024, 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”“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 has reviewed and discussed the financial statements as of and for the year ended September 30, 2017 with management and BDO.
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 has discussed with BDO the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees.”
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 received and reviewed the written disclosures and the letter from BDO required by the applicable requirements of the Public Company Accounting Oversight Board regarding BDO’s communications with the Audit Committee concerning independence, and has discussed with BDO their independence.
3) | The Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended September 30, 2023 with management and RSM. |
4) Based on the review and discussion referred to in paragraphs (1) through (3) 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, 2017 for filing with the SEC.
4) | The Audit Committee has discussed with RSM the matters required to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange Commission (the “SEC”). |
5) | The Audit Committee has received and reviewed the written disclosures and the letter from RSM required by the applicable requirements of the PCAOB regarding RSM’s communications with the Audit Committee concerning independence and has discussed with RSM 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. |
6) | Based on the review and discussions referred to in paragraphs (1) through (5) above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 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. – Chairman Thomas L. Davis, Ph.D. |
William H. Moody
Charles H. StillIndependent Public Accountants
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Independent Public Accountants
BDORSM served as the Company’s principal independent public accountants for the fiscal years ended September 30, 20162023 and September 30, 2017.2022. 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$543,300 and $509,300, respectively, for fiscal yearyears 2023 and $400,000 during the 2016 fiscal year.2022.
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 years 2023 and 2022.
Tax Fees
The Company used a firm other than BDORSM for its tax services for the 2017fiscal years 2023 and 2016 fiscal years.2022.
All Other Fees
There were no fees billed by BDORSM for other services not disclosed above for the 2017 or 2016 fiscal years.years 2023 and 2022.
Compatibility of Certain Fees with Independent Accountants’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, 2017.2023. 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 were2023 was pre-approved by the audit committee.
Proposal III : Advisory (Non-Binding) Vote on Executive Compensation
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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, “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’sCompany’s named executive officers as disclosed in the Company’s 2018Company’s 2024 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’sCompany’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 shareholdersstockholders to make proposals for inclusion in proxy materials related to executive compensation.
The Board recommends voting “FOR”“FOR” this proposal.
Smaller Reporting Company
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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:
Name | Age |
| Position | |||
Walter R. Wheeler | 70 | President and Chief Executive Officer (“CEO”) | ||||
| 50 | Vice President and Chief Financial Officer | ||||
Robbin B. Adams | 66 | Senior Vice President and Chief Technical Officer | ||||
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Thomas T. McEntireRobert L. Curda joinedwas appointed as the Company asCompany’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. Adamsbecamewas appointed as the Company’s Senior Vice President and Chief Technical Officer on June 30, 2023. Mr. Adams served as the Company’s Executive Vice President and Chief Project Engineer insince 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 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.
What the Company’sCompany’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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Administration
The compensation committee is composed of fourthree independent members of the Board. No compensation committee member participates in any of the Company’s employee compensation programs. The Company’snon-employee directors are eligible to and do participate in its 2014 Long-Term Incentive Plan (the “2014 Plan”). The compensation committee (i) sets and recommends annual compensation, including equity awards and discretionary goal-oriented cash bonuses for Messrs. Wheeler, Sheen, McEntire and Adamsthe Company’s named executive officers to the full Board for approval, (ii) reviews and approves the overall compensation policy, philosophy and strategy for all other employees, and (iii) reviews and approves awards under equity incentive plans and thenon-equity incentive program to all employees as recommended to the compensation committee by management.
During fiscal year 2015, in response to discussions with one of the Company’s institutional investors regarding the structure of its compensation program, and more specifically performance-based equity grants, the
The compensation committee hiredfrequently utilizes the services of Frederic W. Cook & Co, Inc., an independent compensation consultant (the “Compensation Consultant”), to advise itthe Company on such matters.its performance-based equity grants. The Compensation Consultant performedperforms an evaluation of the Company’s compensation program concerning future performance-based equity grants and how to balance those grants with base salary and cash bonus compensation. As a result of such advice, the compensation committee determined that, beginning in the Company’s 2016 fiscal year, annual equity grants should be made to executive officers and such grants should include elements of performance intended to closely align executive incentives with the interests of the stockholders. In order to maintain prior levels of total executive compensation which the Board believes are appropriate for the Company’s executive officers and to offset the cost of such annual equity grants, the Company reduced the availability of cash bonus awards to each senior executive officer. These performance based equity grants are further described below under the heading “Long-Term Stock-Based Compensation” below. The compensation committee again retained the Compensation Consultant to advise the Company on its performance-based equity grants at the beginning of fiscal year 2017.
At the 20172023 Annual Meeting of Stockholders, the stockholders approved, by anon-binding, advisory resolution, the compensation of the Company’s named executive officers. The compensation committee considered this resolution of the stockholders in its review of executive compensation in fiscal year 20172023 and determined that the stockholders supported the compensation packages awarded to the Company’s named executive officers and the objectives and policies by which those packages were determined. We submit the compensation of the Company’s named executive officers for stockholder approval on a non-binding advisory basis annually. Pursuant to a non-binding advisory resolution adopted by the stockholders at the 20162022 Annual Meeting of Stockholders, the stockholders will have an opportunity to approve or withhold approval of executive compensation by anon-binding advisory resolution on an annual basis at each annual meeting of stockholders.approved this frequency.
Elements of Compensation
General
The primary elements of the executive compensation program consist of (1) base salary, (2) annual cash bonuses pursuant to anon-equity, incentive annual bonus program, (3) goal-oriented discretionary cash bonuses, and (3)(4) long term incentives in the form of equity-based compensation awards. Equity-based compensation awards have historically included nonqualified stock options, restricted stock awards, and restricted stock unit awards. Each executive officer’s current and prior compensation is considered in setting future compensation and, while consideration is given to the vesting and value of previously granted equity-based compensation awards, the total compensation package is not regularly adjusted for such values. In addition, the Company focuses on the relative roles of the executive officers throughout the organization when determining compensation.
The Company chooses to pay each element of compensation to reward executives through various means. The base salary and employee benefits compensate executives for their daily efforts as management of the Company. The annual cashnon-equity incentive annual bonus program, described in more detail below, encourages executives to not only meet goals for the Company, measured in terms of consolidated pretax profits (before bonus), but also encourages other employees to meet goals as well. The equity-based compensation awards provide a long term
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long-term incentive to executives and other key employees to improve the performance of the Company as viewed by the market as reflected in the market price for the Company’s common stock.Common Stock.
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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Generally, the compensation committee targets overall compensation packages for the Company’s executive officers that are competitive with the total value received by executive officers at other energy companies. Due to the nature of the Company’s business and the compensation committee’s use of performance based stock options, performance based restricted stock unit awards, and a performance based annual cash bonus plan, it is possible 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 remaining10-15% in cash bonus tied directlyform of “at-risk” performance-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.
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 valuealigning the interests of $309,292.
In fiscal year 2016, Mr. Wheeler’s base salary was not adjusted from fiscal year 2015 levels, but in connectionour executives 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 valuethose 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.our stockholders.
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Chief Financial Officer
In fiscal year 2015, Mr. McEntire’s annual base salary was $275,000. No discretionary or company-wide cash bonus was awarded during fiscal year 2015. Mr. McEntire’s overall compensation package for fiscal year 2015 had a value of $283,286.
In fiscal year 2016, Mr. McEntire’s base salary was not adjusted from fiscal year 2015 levels, but in connection with the review described above, Mr. McEntire 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. McEntire’s overall compensation package for fiscal year 2016 had a value of $500,556.
In fiscal year 2017, Mr. McEntire’s base salary was not adjusted from fiscal year 2016 levels, but in connection with the review described above, Mr. McEntire 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. McEntire’s overall compensation package for fiscal year 2017 had a value of $519,056.
Chief Project Engineer
In fiscal year 2015, Mr. Adams’ annual base salary was $250,000. No discretionary or company-wide cash bonus was awarded during fiscal year 2015. Mr. Adams’ overall compensation package for fiscal year 2015 had a value of $258,520.
In fiscal year 2016, Mr. Adams’ compensation package was not adjusted from fiscal year 2015 levels, but in connection with the review described above, Mr. Adams 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. Adams’ overall compensation package for fiscal year 2016 had a value of $456,267.
In fiscal year 2017, Mr. Adams’ compensation package was not adjusted from fiscal year 2016 levels, but in connection with the review described above, Mr. Adams 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. Adams’ overall compensation package for fiscal year 2017 had a value of $472,668.
Base Annual Salaries
The base annual salaries of the Company’s named executive officers were as follows:
Fiscal Year Ended September 30, 2017 | Effective November 20, 2017 (1) | Fiscal Year Ended September 30, 2023 | ||||||||||
Mr. Wheeler, President and Chief Executive Officer | $ | 300,000 | $ | 270,000 | $ | 350,000 | ||||||
Mr. Curda, Vice President, Chief Financial Officer and Secretary | $ | 250,000 | ||||||||||
Mr. Sheen, Senior Vice President and Chief Technical Officer | $ | 300,000 | $ | 270,000 | $ | 300,000 | ||||||
Mr. McEntire, Vice President and Chief Financial Officer | $ | 275,000 | $ | 247,500 | ||||||||
Mr. Adams, Executive Vice President and Chief Project Engineer | $ | 250,000 | $ | 225,000 | ||||||||
Mr. Adams, Senior Vice President and Chief Technical Officer (since June 30, 2023) | $ | 310,000 |
Annual Performance Bonuses For fiscal year Under the The Company’s named executive officers were not required to achieve individual performance targets in order to earn their respective annual cash incentive payments under the
Goal Oriented Discretionary Cash Bonuses If certain executive officers do not receive any payments under the bonus program described above, they are eligible to
Long-Term Stock-Based Compensation The Company believes that long-term incentive compensation is an important component of its compensation program and that the value of this compensation should be directly related to increases in stockholder value. In addition to base salaries,
Historically, equity incentive compensation awards were determined based on an individual’s annual compensation and his or her contribution to the Company. The compensation committee independently sets and recommends stock option grants,
On November 18, 2021, the Company granted the following RSU awards, with Mr. Wheeler receiving 9,000 RSU awards with service-based vesting provisions and 10,000 RSU awards with both service-based and performance-based vesting provisions; each of Messrs. Curda and Adams receiving 8,500 RSU awards with service-based vesting provisions and 9,500 RSU awards with both service-based and performance-based vesting provisions; and Mr. Sheen receiving 8,000 RSU awards with service-based vesting provisions and 9,000 RSU awards with both service-based and performance-based vesting provisions. The vesting of the performance-based RSU awards were conditioned on the achievement of consolidated revenue growth thresholds for fiscal year 2022. No restricted stock awards or stock options were awarded in fiscal year 2022. On November 17, 2022, based on the Company’s total revenue for fiscal year 2022, the compensation committee
On November The Board 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,
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.
Section 162(m) of the Internal Revenue Code Section 409A of the Code, as amended (“Section 409A”), provides that deferrals of compensation under a nonqualified deferred compensation plan for all taxable years are currently includible in gross income to the extent not subject to a substantial risk of forfeiture and not previously included in gross income, unless certain requirements are met. The Company intends to structure any deferred compensation items to be in compliance with or exempt from Section 409A.
Summary Compensation Table The following table sets forth certain information regarding compensation paid for services rendered during the fiscal years ended September 30,
2023 Summary Compensation Table
Narrative Disclosure to Summary Compensation Table
Mr. Adams has an employment agreement with the On October 21, 2022, the Company notified Mr. Sheen of its decision to not extend the term of his employment agreement after its expiry on December 31, 2024. This was a technical notice required under the terms of the employment agreement to discontinue the automatic extension of the term of the agreement and does not otherwise impact Mr. Sheen’s employment or other status with the Company. Mr. Sheen resigned from the Company on June 30, 2023.
The following table
The
Outstanding Equity Awards at FiscalYear-End The following
2023 Outstanding Equity Awards at Fiscal Year-End Table
The Company believes it is important to foster and maintain a culture that emphasizes integrity and accountability. For this reason, the Board adopted a clawback policy effective December 15,
applies to all current and former executive In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, a person covered by this clawback policy will be required to reimburse or forfeit certain incentive compensation received. The amount to be reimbursed or forfeited will be the amount of the incentive compensation paid or awarded to the person based on the erroneous financial data exceeding the amount that would have been paid based on restated results, as determined by the Board. The Board will also determine the method for recouping such amounts, which may include: (1) requiring reimbursement of cash incentive compensation previously paid to the person, (2) seeking recovery of any gain realized on the vesting, sale or other disposition of any Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Public Information The Board typically grants equity awards on a pre-determined schedule. The compensation committee does not Potential Payments upon Termination orChange-in-Control Pursuant to
“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 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
The Company believes that
The compensation committee
guidelines. The Prohibition on Hedging or Pledging Stock Directors and executive officers of the
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
Equity Compensation Plan Information
The
Security Ownership of Certain Beneficial Owners and
The
Proposals for Next Annual Meeting; Other Matters Any appropriate proposals of holders of Common Stock intended to be presented at the annual meeting of stockholders of the Company to be held in 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.
This Proxy is solicited on behalf of the Board of Directors. Proxy-Annual Meeting of Stockholders February The undersigned holder of 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 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 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
[A] Proposals – The Board of Directors recommends a voteFOR the listed nominees, andFOR Proposals 2 and 3. 1. Election of Director
The Board of Directors recommends a vote FOR the following matters:
[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.
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