Peter H. Blum
MIND TECHNOLOGYAbout Peter H. Blum
Peter H. Blum (age 68) is MIND’s Non‑Executive Chairman, serving on the Board since July 2000 and as Chair since July 8, 2004. He is Vice Chairman of Lucid Capital Markets (since May 2024) and previously served as Co‑CEO and Co‑President of Ladenburg Thalmann & Co., Inc. (2004–May 2024). A former CPA with Arthur Young, he holds a BBA from the University of Wisconsin‑Madison and brings 30+ years of energy investment banking and capital markets experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ladenburg Thalmann & Co., Inc. | Co‑CEO and Co‑President | 2004–May 2024 | Led investment banking/capital markets platform . |
| Bear Ridge Capital LLC | President | Pre‑2004 | Strategic M&A advisory and private capital in energy . |
| Rodman & Renshaw; Mabon Securities | Managing Director; Head of Energy/M&A/Restructuring | Pre‑1997 | Senior investment banking leadership . |
| Houghton & Company | Managing Director/Partner | 1982–1992 | Advisory/LBO boutique leadership . |
| Arthur Young & Co. | Certified Public Accountant | Career start | Audit/finance foundation . |
| Mitcham Industries (now MIND) | Chairman | Historical | Historical leadership reference in company communications . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lucid Capital Markets, LLC | Vice Chairman | May 2024–present | Senior leadership at investment/merchant bank; also identified publicly as Vice Chair, FIG . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Blum is independent under NASDAQ standards . |
| Leadership | Independent Non‑Executive Chairman; CEO/Chair roles separated since 2004 . |
| Committees | Compensation Committee (Chair); Nominating Committee (Chair); not on Audit . |
| Meetings/Attendance (FY 2025) | Board: 3 meetings; each director (including Blum) attended all Board and all committee meetings on which they served. Audit: 4 meetings; Compensation: 1; Nominating: 0 . |
| Executive Sessions/Risk | Board/committees oversee risk (financial reporting, compensation risk, governance); independent structure emphasized . |
Fixed Compensation
| Component | FY 2024 (ended Jan 31, 2024) | FY 2025 (ended Jan 31, 2025) |
|---|---|---|
| Annual cash fees – Blum | $123,125 | $103,500 |
| Stock awards – Blum | $0 (no stock awards) | $0 (dash in table) |
| Option awards (grant‑date FV) – Blum | $0 (no option awards granted in FY24) | $156,048 |
| Total director comp – Blum | $123,125 | $259,548 |
Retainer and meeting fee schedule (Director Compensation Summary, modified Aug 30, 2024):
| Role/Fee | Feb–Jul 2024 | Aug 2024–Jan 2025 |
|---|---|---|
| Annual retainer (non‑employee director) | $25,600 | $32,000 |
| Non‑Executive Chairman supplemental | $40,000 | $50,000 |
| Audit Committee member | $6,000 | $7,500 |
| Audit Committee chair | $6,800 | $8,500 |
| Compensation Committee member | $4,000 | $5,000 |
| Compensation Committee chair | $4,800 | $6,000 |
| Nominating Committee member | $3,200 | $4,000 |
| Nominating Committee chair | $3,200 | $4,000 |
| Per Board meeting attended | $2,800 | $3,500 |
| All amounts per company disclosure . |
Performance Compensation
| Item | Detail |
|---|---|
| Grants in FY 2025 | Options granted to non‑employee directors on Sep 24, 2024 (aggregate 68,000), and Jan 20, 2025 (aggregate 80,000), allocated among Messrs. Blum, Baden, Glanville, Hilarides (aggregate stated) . |
| Blum unexercised options | 44,000 unexercised stock options as of Jan 31, 2025 . |
| Performance metrics in director pay | None disclosed for director equity; grants to directors are discretionary under the Stock Awards Plan . |
| Hedging/Clawback | Hedging and short sales prohibited for directors; company maintains clawback policy for executive officer incentive comp (NASDAQ compliant) . |
Other Directorships & Interlocks
| Company/Entity | Relationship | Governance/Conflict Note |
|---|---|---|
| Ladenburg Thalmann & Co., Inc. | Blum was Co‑CEO/Co‑President through May 2024 . | Related‑party transactions in fiscal 2024: $75,000 fee on $3.75M loan arrangement; $405,000 advisory fee for Klein sale. Company states Blum received no direct compensation from these transactions . |
| Lucid Capital Markets, LLC | Blum is Vice Chairman since May 2024 . | January 2025 engagement: Lucid retained as financial advisor with $100,000 upfront fee and potential transaction fee; treated under Related Person Transaction policy . |
Expertise & Qualifications
- 30+ years as an energy investment banker; extensive financial/capital markets expertise .
- Former CPA; BBA, University of Wisconsin‑Madison .
- Board views his experience as additive to strategy and financial oversight .
Equity Ownership
| Holder | Common Shares | % of Class | Notes |
|---|---|---|---|
| Peter H. Blum | 163,545 | 2.1% | Includes 4,667 shares underlying exercisable options; based on 7,969,421 shares outstanding as of May 19, 2025 . |
| Unexercised options held by Blum | 44,000 | — | As of Jan 31, 2025 (unexercised total; vesting not itemized) . |
No pledging or hedging by directors is permitted under company policy .
Say‑on‑Pay & Shareholder Feedback
- FY 2024 say‑on‑pay approval: ~83% support (votes “for” divided by “for” + “against”) .
- 2025 Annual Meeting results (Item 5.07 8‑K): Say‑on‑pay 2,409,633 For; 110,724 Against; 45,300 Abstain; broker non‑votes 2,663,815 .
- Directors election (2025): Blum re‑elected with 1,754,962 For; 810,695 Withheld; broker non‑votes 2,663,815 .
Related‑Party Transactions (Conflict Review)
- Fiscal 2024: Ladenburg fees totaling $480,000 tied to financing and Klein divestiture; Blum (then Ladenburg Co‑CEO/Co‑President) received no direct compensation in these transactions, which were disclosed and reviewed under policy .
- January 2025: Lucid Capital Markets engagement with $100,000 upfront and potential success fee; Blum serves as Lucid Vice Chairman; transactions subject to Audit Committee approval and related‑party policy .
- The Board still deems Blum independent after evaluating relationships per NASDAQ standards .
Compensation Structure Analysis (Signals)
- Shift toward equity for directors in FY 2025: After no director option grants in FY 2024, FY 2025 awards included options with $156,048 grant‑date fair value for Blum, increasing at‑risk alignment but using options (performance‑agnostic) rather than RSUs/PSUs .
- Cash retainers were adjusted mid‑FY 2025 (higher rates from Aug 2024), indicating a modest increase in fixed pay and meeting fees .
- Company prohibits option repricing without shareholder approval under the Plan .
Risk Indicators & Board Effectiveness Notes
- RED FLAG: Active and recent related‑party engagements with entities where Blum holds/held senior roles (Ladenburg, Lucid). While disclosed and reviewed by independent directors/Audit Committee, this presents perceived conflict risk for an independent Chair and committee chair (Compensation/Nominating) .
- Governance resource constraints/delayed diversity: Company disclosed in 2024 that it did not meet NASDAQ’s diverse director objective; intent to add diversity when resources improve. As Nominating Committee Chair, Blum oversees board composition, making progress monitoring pertinent .
- Preferred governance pressure: Due to deferred Series A preferred dividends for six or more quarters, preferred holders are entitled to elect two additional directors (per 10‑K/A), potentially affecting board dynamics/independence mix .
- Positive signals: 100% attendance; independent chair structure; hedging ban; clawback policy; consistent committee operations .
Governance Assessment
-
Strengths
- Long‑tenured independent Chair with deep capital markets and energy industry expertise; 100% attendance; separated Chair/CEO roles enhancing oversight .
- Clear committee leadership (Compensation and Nominating) and active Audit Committee operations; hedging ban and clawback policy strengthen governance hygiene .
-
Watch items / RED FLAGS
- Related‑party transactions with Ladenburg (FY 2024) and Lucid (2025 engagement) create potential conflict optics for an independent Chair and compensation/nominating committee chair, despite disclosure and policy review .
- Board diversity shortfall disclosed in 2024; as Nominating Chair, Blum’s committee oversight makes remediation timelines material to investors .
- Option‑only director equity in FY 2025 (no performance‑conditioned equity) limits pay‑for‑performance rigor versus RSUs/PSUs with explicit metrics .
Overall, Blum’s financial expertise and engagement support board effectiveness, but investors should monitor the handling of related‑party engagements, progress on board diversity, and evolution of director equity design to reinforce alignment and mitigate conflict perceptions .