Geospace Technologies (GEOS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on February 6, 2025, to elect two Class III directors, ratify the appointment of RSM US LLP as auditors, and approve a non-binding resolution on executive compensation.

• Shareholders of record as of December 13, 2024, are entitled to vote, with materials distributed electronically per SEC rules.

• The Board recommends voting FOR all proposals, including director nominees and executive compensation.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying RSM US LLP as auditors, and a say-on-pay advisory vote.

• Shareholders may submit proposals for the 2026 meeting by September 4, 2025.

• Proxy voting is available by internet, phone, or mail, and shareholders can vote virtually during the meeting.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; two Class III directors are up for election.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board diversity matrix: 1 female, 6 male directors; diversity in skills, experience, and backgrounds is emphasized.

• Board and committee evaluations are conducted quarterly and annually, including anonymous feedback.

• Stockholder engagement is ongoing, with feedback leading to governance and compensation enhancements.