Robert P. Capps
MIND TECHNOLOGYAbout Robert P. Capps
Robert P. Capps, age 71, is President, Chief Executive Officer, and a director of MIND Technology, Inc. He has served on the Board since 2004, became CFO in 2006, was Co-CEO in 2015, and has been sole CEO and President since August 2021 . He holds a Bachelor of Accountancy from the University of Oklahoma and previously worked at Arthur Young & Co. . Recent performance context: pay-versus-performance disclosures show FY2025 net income of $17.6 million and a $100 TSR value of $70.43 versus $28.04 in FY2024 and $30.84 in FY2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TeraForce Technology Corporation | Executive VP & CFO | 1999–2006 | Publicly held provider of defense electronics products |
| Dynamex, Inc. | Executive VP & CFO | 1996–1999 | NASDAQ-listed supplier of same-day transportation services |
| Hadson Corporation | Executive VP & CFO | Not disclosed | NYSE-listed energy company |
| Arthur Young & Co. | Prior role (audit/CPA) | Not disclosed | Early career foundation in accounting |
External Roles
No other current public-company directorships are disclosed for Capps in the proxy biography .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 285,000 | 285,000 |
| Target bonus (%) | Not disclosed | Not disclosed |
| Actual cash bonus ($) | — | 115,000 |
| Stock awards ($ grant-date FV) | — | — |
| Option awards ($ grant-date FV) | — | 260,900 |
| All other compensation ($) | 13,434 | 17,393 |
All Other Compensation (FY2025):
| Component | Amount ($) |
|---|---|
| Life insurance premiums | 1,393 |
| 401(k) matching contributions | 16,000 |
| Other | — |
| Total | 17,393 |
Perquisites: Company states it does not provide perquisites or personal benefits to Named Executive Officers .
Performance Compensation
Cash Bonus Metrics (FY2025):
| Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| Minimum EBITDA performance goal (threshold) | Not disclosed | Not disclosed | Achieved | 115,000 | Committee determined bonuses warranted based on performance/financial position |
Equity Awards and Vesting:
| Grant date | Shares | Exercise price ($) | Vest schedule | Expiration |
|---|---|---|---|---|
| 2022-08-03 | 10,000 (6,667 exercisable; 3,333 unexercisable at 1/31/25) | 7.90 | Remaining 3,333 vests 2025-08-03 | 2032-08-03 |
| 2024-09-24 | 35,000 | 3.99 | 1/3 on 2025-09-24, 2026-09-24, 2027-09-24 | 2034-09-24 |
| 2025-01-20 | 30,000 | 7.47 | 1/3 on 2026-01-20, 2027-01-20, 2028-01-20 | 2035-01-20 |
Change-in-control and termination treatment for options:
- Death/disability: full vesting; exercisable until earlier of option term end or one year after event .
- Change in control: full vesting; exercisable for remainder of 10-year term .
- Termination without cause: vested options exercisable for lesser of original term or 3 months; unvested canceled .
- Termination for cause: all options canceled without payment .
- “Change in control” definition includes merger where MIND not surviving, sale of substantially all assets, dissolution, 35%+ voting power acquisition, or board composition change per plan .
Equity Ownership & Alignment
| Item | Amount | As-of date |
|---|---|---|
| Beneficial ownership (common shares) | 12,860 (includes 6,667 underlying exercisable options) | 2025-05-19 |
| Ownership % of outstanding | Less than 1% (“*”) | 2025-05-19 |
| Shares outstanding | 7,969,421 | 2025-05-19 |
| Options exercisable | 6,667 | 2025-05-19 |
| Options unexercisable | 3,333 (2022 grant), 35,000 (2024 grant), 30,000 (2025 grant) | 2025-01-31 |
Policies affecting alignment:
- Hedging/short sales/derivative transactions in Company securities are prohibited; event-specific blackout periods apply around quarter closes and material nonpublic information .
- No indication of pledged shares for Capps is provided in the proxy’s ownership table .
Upcoming vesting windows (potential liquidity events subject to blackout policy):
- 2025-08-03: 3,333 options from 2022 grant .
- 2025-09-24: ~11,667 options from 2024 grant (first third) .
- 2026-01-20: ~10,000 options from 2025 grant (first third) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement date | 2017-09-11; initial 2-year term; auto-renews for 12 months unless either party gives 60-day non-renewal notice |
| Base salary under agreement | $285,000, subject to increases by Compensation Committee |
| Severance (termination without cause or for good reason) | 2x base salary then in effect plus the greater of (a) last bonus or (b) 25% of base salary; subject to release |
| Good reason (definition) | Material diminution of position/responsibilities; relocation >50 miles; material Company breach |
| Cause (definition) | Fraud/breach of fiduciary duty/theft; willful refusal; material breach of confidentiality/non-compete/non-solicit; felony/moral turpitude; willful misconduct/gross negligence; material breach of policies (e.g., harassment, insider trading) |
| Non-compete / Non-solicit | Effective during term and for 24 months post-termination |
| Clawback | Implemented per NASDAQ Listing Standards with a 3-year lookback tied to restatements; no restatements in FY2025 |
| Tax gross-ups | Company states it does not provide tax gross-ups |
| Option repricing | Explicitly prohibited without shareholder approval |
| Equity acceleration on CoC | All awards accelerated under the plan; performance criteria deemed achieved to maximum extent unless otherwise provided |
Board Governance
- Board service: Director since 2004 .
- Independence: Capps is not independent due to serving as President and CEO .
- Leadership structure: Chair and CEO roles are separated; an independent outside director (Peter H. Blum) serves as Non-Executive Chairman; Board believes this structure is appropriate .
- Committees: Audit (Glanville—Chair; Baden; Hilarides) ; Compensation (Blum—Chair; Baden; Glanville; Hilarides) ; Nominating (Blum—Chair; Glanville; Hilarides) . Committees are comprised entirely of independent directors .
- Attendance: Board held three meetings in FY2025; each director attended all Board and applicable committee meetings .
- Annual meeting attendance: All nominees serving as directors in Dec 2024 attended the 2024 Annual Meeting .
- Director compensation: Capps, as a full-time employee, received no director compensation .
Director Compensation (context for non-employee directors)
Non-employee director cash retainers and option awards were granted in FY2025; Capps received none due to his employee status .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval (%) |
|---|---|
| 2024 | ~83% support |
Compensation committee responses: established cash bonuses for FY2025 and did not grant full-value stock awards to NEOs .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR value of $100 investment ($) | 30.84 | 28.04 | 70.43 |
| Net income (loss) attributable to common stockholders ($000) | (12,620) | (3,514) | 17,603 |
Compensation Structure Analysis
- Shift toward options with time-based vesting in FY2025; no RSU/full-value grants to NEOs .
- Cash bonus based on achieving a minimum EBITDA threshold; granular targets/weightings not disclosed (limits transparency) .
- No tax gross-ups; explicit option repricing prohibition (shareholder-friendly) .
- Clawback implemented per NASDAQ; hedging/short sales prohibited (alignment) .
Related Party Transactions and Red Flags
- Board-level related-party transactions: Lucid Capital Markets retained as financial advisor with $100,000 upfront; Vice Chairman Peter H. Blum is MIND’s Non-Executive Chairman . Ladenburg Thalmann (former co-CEO/co-President: Blum) provided services and received fees; Blum did not receive direct compensation for these transactions .
- Section 16 compliance: Company believes all reporting requirements were met in FY2025 .
- No legal proceedings or related-party transactions specifically involving Capps are disclosed in the 2025 proxy .
Equity Ownership & Alignment — Additional Notes
- Ownership guidelines: Not disclosed for executives; compliance status not disclosed.
- Pledging: No pledging of Company stock by Capps is indicated in the proxy’s ownership disclosures .
- Short-term trading constraints: Event-specific blackout periods and quarter-end blackouts limit trading windows .
Employment & Contracts — Change-of-Control Economics
- Severance is tied to termination without cause or for good reason, not explicitly to change-in-control; equity awards accelerate upon change-in-control (single-trigger for options under the plan) .
Investment Implications
- Alignment: Hedging prohibition, clawback, no tax gross-ups, and option repricing prohibition support shareholder alignment; however, option awards are time-based without disclosed performance gates, modestly weakening pay-for-performance linkage .
- Retention and trading signals: Multiple upcoming vest dates (Aug 2025, Sep 2025, Jan 2026) create potential liquidity windows, though blackout periods constrain timing; the severance construct (2x salary + greater of last bonus or 25% salary) reduces abrupt departure risk .
- Governance risk: Board-level related-party engagements (Lucid/Ladenburg) warrant monitoring for independence and process rigor; committees remain independent and Capps is not independent but Chair/CEO roles are separated, mitigating dual-role concerns .
- Performance momentum: FY2025 profitability and TSR improvement underpin FY2025 cash bonus decisions; absence of disclosed quantitative targets/weights limits forward predictive power for incentive outcomes .