William H. Hilarides
MIND TECHNOLOGYAbout William H. Hilarides
Vice Admiral William H. Hilarides (retired) is an independent director of MIND Technology, age 66 as of May 19, 2025, and has served on the board since August 2019. He is a U.S. Naval Academy graduate and former Commander of Naval Sea Systems Command (NAVSEA) prior to retiring in 2016, overseeing a global workforce of 56,000 and advanced submarine programs—credentials that bring complex marine systems and large-scale operational expertise to MIND’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy (NAVSEA) | Commander, Naval Sea Systems Command | –2016 | Led 56,000 personnel; oversight of development, delivery, maintenance of ships, submarines and systems |
| U.S. Navy | Director, Advanced Submarine R&D | n/a | Advanced R&D leadership in submarine technologies |
| U.S. Navy | Program Manager, SSGN Program | n/a | Managed conversion program for guided missile submarines |
| U.S. Navy | Program Executive Officer for Submarines | n/a | Lifecycle program/portfolio oversight for submarines |
| U.S. Navy | Commander, USS Key West (nuclear submarine) | n/a | Command leadership; operational readiness |
External Roles
No other public-company directorships or external commercial board roles for Hilarides are disclosed in the company’s proxy statements .
Board Governance
- Independence: Board affirmatively determined Hilarides is independent under NASDAQ standards .
- Attendance: In fiscal 2025, the board held 3 meetings and each director attended all board and applicable committee meetings; in fiscal 2024 the board held 6 meetings and each director attended all .
- Committees: Audit Committee member (designated “audit committee financial expert”); Compensation Committee member; Nominating Committee member .
- Committee activity: Audit (4 meetings in FY2025; 6 in FY2024); Compensation (1 in FY2025; 2 in FY2024); Nominating (0 in FY2025; 0 in FY2024) .
| Governance Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 6 | 3 |
| Board attendance (Hilarides) | 100% (all meetings attended) | 100% (all meetings attended) |
| Audit Committee meetings | 6 | 4 |
| Compensation Committee meetings | 2 | 1 |
| Nominating Committee meetings | 0 | 0 |
| Independence status | Independent | Independent |
| Audit committee financial expert | Yes | Yes |
Fixed Compensation
- Structure: Non-employee directors receive an annual cash retainer plus supplemental retainers by role and a per-meeting fee; amounts were revised August 30, 2024 .
- FY2025 schedule (Aug 2024–Jan 2025): Annual retainer $32,000; Audit member $7,500; Audit chair $8,500; Compensation member $5,000; Compensation chair $6,000; Nominating member $4,000; Nominating chair $4,000; Board meeting fee $3,500 .
- FY2024 schedule (Feb–Jul 2024 portion also noted for comparability): Annual retainer $25,600; Audit member $6,000; Audit chair $6,800; Compensation member $4,000; Compensation chair $4,800; Nominating member $3,200; Nominating chair $3,200; Board meeting fee $2,800 .
| Director Cash Compensation (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned in Cash – Hilarides | $66,875 | $56,250 |
Performance Compensation
- Equity: Directors received stock options in FY2025; no director stock awards (RSUs/PSUs) disclosed for FY2024 or FY2025 .
- Grants noted: Company disclosed aggregate director option grants on Sept 24, 2024 (68,000 total across four directors) and Jan 20, 2025 (80,000 total across four directors); individual grant splits are not provided .
- Valuation: Hilarides’ FY2025 option award grant-date fair value totaled $156,048 .
- Vesting/metrics: Vesting schedules for director options are not specified; no performance metrics tied to director equity grants are disclosed .
| Director Equity Compensation | FY 2024 | FY 2025 |
|---|---|---|
| Option Awards – Grant-Date Fair Value (Hilarides) | $0 (no options granted to directors) | $156,048 |
| Director stock awards (RSUs/PSUs) | $0 (none granted) | $0 (none granted) |
Plan context: The Amended Stock Awards Plan permits performance awards with goals including revenue, EBITDA, cash flow, ROE/ROA, margins, TSR, EPS, price per share, and market share; change-in-control accelerates vesting of awards. Directors are eligible participants, but FY2024–FY2025 director awards were options, not performance awards .
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Transaction | Governance Controls |
|---|---|---|---|
| Lucid Capital Markets, LLC | Vice Chairman: Peter H. Blum (MIND Non-Executive Chairman) | Retained by MIND in Jan 2025 as financial advisor; $100,000 upfront fee plus potential transaction fee; Blum received no direct compensation from these transactions | Related-party transaction reviewed under policy; Audit Committee oversight |
| Ladenburg Thalmann & Co. Inc. | Former Co-CEO/Co-President: Peter H. Blum | Advisory/arrangement services: $3.75M loan (fees $75,000); advisory on sale of Klein Marine Systems (fees $405,000); Blum received no direct compensation | Related-party policy; Audit Committee oversight |
Expertise & Qualifications
- Technical and operational expertise in sophisticated marine technologies and complex defense programs, bringing risk oversight and systems knowledge to MIND’s marine technology business .
- Financial literacy and Audit Committee “financial expert” designation supports effective oversight of financial reporting and controls .
- Education: U.S. Naval Academy .
Equity Ownership
| Beneficial Ownership (as of May 19, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| William H. Hilarides | 3,550 | <1% | Includes 3,000 shares underlying exercisable options |
Policy environment:
- Hedging: Company prohibits short sales, hedging, and derivatives transactions in company securities by directors, officers, and employees .
- Clawback: Nasdaq-compliant clawback policy to recoup “excess” incentive compensation from executive officers upon restatement (3-year look-back) .
Governance Assessment
- Strengths: Independent status; perfect attendance; multi-committee engagement; audit committee financial expert designation; deep domain expertise in marine systems—collectively supportive of board effectiveness and investor confidence .
- Alignment: Modest beneficial ownership and significant option grants provide some at-risk exposure, though absolute ownership is small relative to shares outstanding .
- RED FLAGS: Presence of related-party advisory transactions involving the board’s Non-Executive Chairman (Blum) could create perceived conflicts; however, disclosures note no direct compensation to Blum and application of formal related-party approval process with Audit Committee oversight . The board did not meet Nasdaq diverse director thresholds in 2024 due to resource constraints—potential governance optics until remediation .
- Shareholder sentiment: Say-on-pay support of ~83% in 2024 suggests generally favorable investor views on compensation practices; relevant as a signal of governance stability though not director-specific .
Overall, Hilarides brings credible technical oversight and audit expertise with consistent engagement, while the board’s handling of related-party situations and diversity gaps remain areas for continued monitoring by investors .