Alan P. Baden
MIND TECHNOLOGYAbout Alan P. Baden
Independent director of MIND Technology appointed in May 2022; retired corporate finance and securities attorney with decades of practice in Ohio, Texas, and New York . Education: BS in Economics (Wharton School, University of Pennsylvania) and JD (Case Western Reserve Law School) . Board-designated audit committee financial expert; independent under NASDAQ standards; attended 100% of Board and committee meetings in fiscal 2025 . Current committee roles: Audit Committee member and Compensation Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson & Knight LLP (merged into Holland & Knight LLP) | Partner then counsel | 2014–2021 partner; consulting counsel until 2022; retired in 2022 | Corporate finance and securities expertise supporting complex transactions |
| Vinson & Elkins (Houston & New York) | Partner | Over 35 years | Extensive legal and financial experience; long-standing counsel in securities law |
External Roles
- No other current public company directorships disclosed in the proxy biography for Baden .
Board Governance
| Committee | Role | Chair | Meetings in FY2025 | Baden Attendance |
|---|---|---|---|---|
| Audit | Member | Thomas S. Glanville | 4 | 100% (each director attended all meetings of committees served) |
| Compensation | Member | Peter H. Blum | 1 | 100% |
| Nominating | Not a member | Peter H. Blum | 0 (did not meet) | n/a |
- Independence: Board determined Baden is independent under NASDAQ Listing Standards .
- Audit expertise: Board determined Baden is an “audit committee financial expert” .
- Board meetings: 3 meetings in fiscal 2025; all directors attended all .
Fixed Compensation
| Component | Period | Amount |
|---|---|---|
| Annual retainer (non-employee director) | Feb–Jul 2024 | $25,600 |
| Annual retainer (non-employee director) | Aug 2024–Jan 2025 | $32,000 |
| Audit Committee member cash retainer | Feb–Jul 2024 | $6,000 |
| Audit Committee member cash retainer | Aug 2024–Jan 2025 | $7,500 |
| Compensation Committee member cash retainer | Feb–Jul 2024 | $4,000 |
| Compensation Committee member cash retainer | Aug 2024–Jan 2025 | $5,000 |
| Per Board meeting fee | Feb–Jul 2024 | $2,800 |
| Per Board meeting fee | Aug 2024–Jan 2025 | $3,500 |
| Director Compensation (FY ended Jan 31, 2025) | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Alan P. Baden | 52,650 | — | 156,048 | 208,698 |
Performance Compensation
| Grant Date | Award Type | Options Granted | Exercise Price ($/share) | Source |
|---|---|---|---|---|
| 2024-09-24 | Option to purchase common stock | 17,000 | 3.99 | |
| 2025-01-20 | Option to purchase common stock | 20,000 | 7.47 | |
| 2025-10-06 | Option to purchase common stock | 30,000 | 8.64 |
- As of January 31, 2025, Baden held 41,500 unexercised stock options (company-wide director total table) .
- Director equity grants are discretionary under the Stock Awards Plan; no director-specific performance metrics disclosed for these awards .
- Plan-level performance criteria available for awards include EBITDA, revenue, EPS, returns, margins, stock price, market share, and others; the Compensation Committee sets metrics at grant discretion . For FY2025, the Committee set a minimum EBITDA gate for executive cash bonuses and reported it was achieved (executive context; not director pay) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists legal career; no current public company boards noted |
Expertise & Qualifications
- Retired corporate finance and securities attorney; extensive legal and financial experience from senior roles at Vinson & Elkins and Thompson & Knight/Holland & Knight .
- Audit committee financial expert; financially literate per Board determinations .
- Education: Wharton BS (Economics); Case Western JD .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned (as of May 19, 2025) | 7,550 shares; less than 1% of class |
| Shares outstanding (reference for % of class) | 7,969,421 |
| Exercisable options (within 60 days) | 7,000 shares underlying options |
| Unexercised options outstanding (as of Jan 31, 2025) | 41,500 options |
Governance Assessment
- Independence and engagement: Independent director, designated audit financial expert; 100% attendance across Board and committee meetings in FY2025—strong engagement signal .
- Committee effectiveness: Active on Audit (4 meetings) and Compensation (1 meeting) committees; Nominating did not meet in FY2025—monitor succession planning cadence .
- Pay mix and alignment: FY2025 director pay for Baden comprised cash fees and significant option grants; discretionary equity awards under the Plan, with no director-specific performance metrics disclosed, imply alignment via long-term stock appreciation rather than short-term targets .
- Policies and protections: Company prohibits hedging and short sales and has adopted a clawback policy consistent with NASDAQ rules; no pledging policy disclosed in proxy .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Baden; note separate engagements with firms linked to the Non-Executive Chairman (Ladenburg in FY2024; Lucid in Jan 2025) approved under related-party policies—Board oversight via Audit Committee is specified .
RED FLAGS: None identified for Baden specifically in 2025 proxy disclosures. Monitor committee meeting frequency (Nominating), and ongoing use of discretionary equity grants without director performance metrics for potential alignment discussions .