Mark A. Cox
MIND TECHNOLOGYAbout Mark A. Cox
Mark A. Cox (age 65) is Vice President, Chief Financial Officer and Chief Accounting Officer of MIND Technology. He joined MIND in February 2017 as VP Finance & Accounting, became Chief Accounting Officer in May 2017, and was appointed CFO in August 2021. He is an inactive Certified Public Accountant with a Bachelor of Accountancy from Houston Baptist University, and previously held senior finance roles at Key Energy Services, Recon International, BJ Services, and Arthur Andersen . Company performance improved materially in FY 2025: total shareholder return (value of initial $100 investment) rose to $70.43 and net income was $17.6 million, versus negative net income and $28.04 TSR in FY 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Key Energy Services, Inc. | VP, Controller & Principal Accounting Officer | 2012–2016 | Led corporate controllership and principal accounting functions for oilfield services platform |
| Key Energy Services, Inc. | VP, Tax | 2009–2012 | Directed global tax planning and compliance in cyclical energy downturn |
| Recon International | Chief Financial Officer | 2008–2009 | CFO of construction services provider operating in Afghanistan; managed finance in high-risk geography |
| BJ Services Company | Director of Tax; Middle East Region Controller; Assistant Corporate Controller | 1990–2008 | Advanced through tax and regional controller roles supporting international operations |
| Arthur Andersen LLP | Tax Practice | 1986–1990 | Early public accounting experience; foundation in tax and financial reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Houston Baptist University | Bachelor of Accountancy (education credential) | — | Formal accounting training underpinning CFO responsibilities |
Fixed Compensation
| Metric ($) | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary | 255,000 | 270,000 |
| All Other Compensation | 12,234 | 13,851 |
| Total Fixed Cash | 267,234 | 283,851 |
Notes:
- All Other Compensation in FY 2025 comprised life insurance premiums ($2,051) and 401(k) matching contributions ($11,800) .
- Employment agreement sets annualized base salary at $270,000 effective December 1, 2024 .
Performance Compensation
Cash Bonus Structure and Outcomes
| Metric | Weighting | Target/Threshold | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| EBITDA threshold (annual) – FY 2024 | N/A | Minimum EBITDA threshold | Not achieved | 0 | Cash |
| EBITDA threshold (annual) – FY 2025 | N/A | Minimum EBITDA threshold | Achieved; Committee determined bonuses warranted | 25,000 | Cash |
- Committee emphasized minimum EBITDA gate; FY 2024 gate not met, FY 2025 bonuses awarded based on recent performance and financial position .
Equity Awards (Options)
| Grant Date | Shares Granted | Strike ($) | Fair Value in Period ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Aug 3, 2022 | 6,000 | 7.90 | — | 1/3 on Aug 3 of 2023, 2024, 2025 | Aug 3, 2032 |
| Sep 24, 2024 | 25,000 | 3.99 | Included in FY 2025 option awards total $232,660 | 1/3 on Sep 24 of 2025, 2026, 2027 | Sep 24, 2034 |
| Jan 20, 2025 | 30,000 | 7.47 | Included in FY 2025 option awards total $232,660 | 1/3 on Jan 20 of 2026, 2027, 2028 | Jan 20, 2035 |
- FY 2025: Option awards fair value to Cox totaled $232,660; no stock awards granted in FY 2024 or FY 2025 .
- Change-in-control, death, or disability accelerate vesting; post-termination exercise limited per plan; repricing prohibited without stockholder approval .
Upcoming Vesting Schedule (Potential Insider Selling Pressure Windows)
| Vest Date | Tranche | Shares | Notes |
|---|---|---|---|
| Aug 3, 2025 | Remaining tranche of 2022 grant | 2,000 | Becomes exercisable if employed through vest date |
| Sep 24, 2025 | 2024 grant – Tranche 1 | ~8,333 | First third of 25,000 options |
| Sep 24, 2026 | 2024 grant – Tranche 2 | ~8,333 | Second third |
| Sep 24, 2027 | 2024 grant – Tranche 3 | ~8,333 | Final third |
| Jan 20, 2026 | 2025 grant – Tranche 1 | 10,000 | First third of 30,000 options |
| Jan 20, 2027 | 2025 grant – Tranche 2 | 10,000 | Second third |
| Jan 20, 2028 | 2025 grant – Tranche 3 | 10,000 | Final third |
Equity Ownership & Alignment
| Beneficial Ownership (as of May 19, 2025) | Shares | % of Outstanding | Composition |
|---|---|---|---|
| Mark A. Cox | 4,000 | <1% | Includes 4,000 shares underlying exercisable options |
- Outstanding awards at FY 2025 year-end: 4,000 options exercisable and 2,000 unexercisable (2022 grant), plus 25,000 and 30,000 unexercisable (2024 and 2025 grants) .
- Hedging/derivatives are prohibited by company policy; short sales disallowed; preclearance and blackout periods enforced; event-specific blackouts may be imposed .
- No pledging disclosures identified for executives; policy does not expressly authorize pledging and emphasizes prohibitions on hedging/derivatives .
- Clawback: Nasdaq-compliant policy mandating recovery of excess incentive comp following “Big R” or “little r” restatements over a 3-year lookback; the company did not restate FY 2025 incentives .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective December 1, 2024; initial two-year term; auto-renews 12 months unless 60-day non-renewal notice |
| Base Salary | $270,000 (subject to Compensation Committee adjustment) |
| Severance (Without Cause or For Good Reason) | One times current base salary plus the greater of (a) prior year bonus, or (b) 25% of current base salary; subject to release |
| Definitions | Cause includes fraud, willful refusal, material policy breaches; Good Reason includes material reduction in duties, >50-mile relocation, material breach by company; Disability per company long-term disability plan |
| Restrictive Covenants | Non-compete and non-solicitation during term and for 24 months post-termination |
| Equity Treatment (Awards) | Options accelerate upon change in control, death, or disability; post-termination exercise windows defined; for-cause termination cancels awards |
| Insider Trading Controls | Blackout from quarter-end to third trading day after results; preclearance required; hedging/derivatives prohibited |
Performance & Shareholder Feedback
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of Initial $100 (TSR) | 30.84 | 28.04 | 70.43 |
| Net Income (Loss) to Common ($000s) | (12,620) | (3,514) | 17,603 |
- Say-on-Pay Support: ~83% approval at the 2024 Annual Meeting (calculated as votes in favor divided by votes for + against) .
- Company backlog declined from $38.4 million (Jan 31, 2024) to $16.9 million (Jan 31, 2025), a 56% decrease; concentration risk with top five customers at 73% of revenues in FY 2025 .
Investment Implications
- Alignment and ownership: Beneficial ownership is minimal (<1%), suggesting limited “skin-in-the-game,” but meaningful unvested option exposure creates economic upside tied to long-term value realization .
- Vesting and potential selling pressure: Multiple tranches vest on Aug 3, Sep 24, and Jan 20 over 2025–2028; watch Form 4s around these dates given company blackout policy; hedging is prohibited, reducing misalignment risk .
- Retention and transition risk: Employment agreement provides modest severance (1x salary + variable bonus component) and 24-month non-compete/non-solicit, balancing retention with shareholder protection; equity accelerates only on defined events .
- Pay-for-performance: FY 2025 bonuses were paid only after minimum EBITDA gating; FY 2024 zero bonus underscores discipline. Equity grants carry multi-year vesting, and company maintains clawback policy compliant with Nasdaq Rule 5608 .
- Execution and performance: Shareholder TSR and profitability improved in FY 2025; however, backlog contraction and customer concentration require continued operational vigilance, with potential cyclicality affecting future incentives and payouts .
DELINQUENT SECTION 16(A) REPORTS: The company reports all insider filing requirements were timely met for FY 2025 and FY 2024 .