Mind Technology Inc

This management proposal requests shareholder approval to increase the authorized share pool under the company’s Amended and Restated Stock Awards Plan by 400,000 shares (the “Sixth Amendment”) to replenish limited available shares for equity compensation. Management frames the proposal as necessary to continue using stock-based awards—options, restricted stock, performance awards and other equity vehicles—to attract, retain and incentivize employees, consultants and non-employee directors. The filing states only 51,873 shares remained available as of May 29, 2026 and that the Board selected the 400,000-share increase based on expected expirations and estimated future grants, reflecting a pragmatic but subjective planning judgment. Approving the Amendment would enable continued equity grants without diluting current awards’ terms and allow the company to file a Form S-8 for registration of the additional shares. The proposal is tied to governance and compensation policy rather than a transaction; it affects insider and executive award capacity because directors and Named Executive Officers are eligible participants and currently hold outstanding awards. The Board recommends a vote FOR, arguing the increase is important to maintain competitive compensation programs and to support retention and recruitment. A failure to approve would not alter existing awardholders’ rights but would constrain the company’s ability to grant new equity awards and may force alternative, potentially cash-heavy, compensation choices. From a shareholder perspective, key considerations include the dilution implied by 400,000 new shares relative to ~9.09 million outstanding shares, historical equity grant practices, the Plan’s renewal history, anti-dilution mechanics, and safeguards such as individual annual limits and a prohibition on repricing without shareholder approval. The Board’s recommendation is grounded in the company’s need for flexibility in its compensation program, while investors should weigh dilution risk against the value of maintaining effective equity-based incentives for management and staff.

This is a management-sponsored, non-binding advisory (“say-on-pay”) proposal asking shareholders to approve the company’s Named Executive Officer compensation as disclosed in the proxy. The proposal asks shareholders to endorse the package of base salary, annual cash bonuses, and long-term equity-based incentives (primarily stock options) described in the Executive Compensation section. Management states the program is designed to attract and retain talent, align pay with performance through equity awards, and avoid practices that create undue risk (no repricing of underwater options, limited perquisites, no tax gross-ups). The Compensation Committee highlights that fiscal 2026 included cash bonuses and option grants tied to retention and performance, and that the 2025 say-on-pay vote previously received approximately 96% support. The board notes the advisory vote is non-binding but that it will consider the outcome when setting future compensation and that annual frequency has been adopted. For investors evaluating the proposal, the key considerations are the non-binding nature of the vote, the apparent strong historical shareholder support, the mix of cash and equity incentives, contractual employment and severance provisions for executives, and potential pay-for-performance alignment metrics (including limited use of specific prospective financial targets other than an EBITDA threshold for 2026 bonuses). The Board recommends a vote FOR; a significant negative vote could prompt the Compensation Committee to revisit program elements, while strong support validates current practices.