DEF 14A of Tetra Technologies Inc, Apr 8, 2024

DEF 14A of Tetra Technologies Inc

Filed Apr 8, 2024 · FY20230000844965-24-000040

Open on EDGAR

  1. Table of Contents

    | | Option Exercises and Stock Vested | 63 | | | Nonqualified Deferred Compensation | 63 | | | Potential Payments upon Termination or Change of | | | | Control | 63 | | | CEO Pay Ratio | 66 | | | Pay vs. Performance | 66 | | COMPENSATION RISK | | 73 | | DIRECTOR COMPENSATION | | 74 | | BENEFICIAL STOCK OWNERSHIP OF CERTAIN | | | | STOCKHOLDERS AND MANAGEMENT | | 76 | | | Delinquent Section 16(a) Reports | 77 | | | 2025 Proposals of Stockholders | 77 | | | Additional Financial Information | 77 | | | Other Matters | 78 | | GENERAL INFORMATION ABOUT THE MEETING | | | | AND VOTING | | 79 | | | Internet and Electronic Availability of Proxy | 79 | | | General Voting Instructions | 79 | | | Voting Rules | 80 | | | Householding of Annual Meeting Materials | 82 | | APPENDIX A - INFORMATION REGARDING | | | | NON-GAAP FINANCIAL MEASURES | | 83 |

  2. Snapshot of 2024 Director Nominees

    Snapshot of 2024 Director Nominees Our director nominees exhibit an effective mix of diversity, experience and perspective. The following chart summarizes the independence, tenure, age and diversity of our director nominees.

  3. Snapshot of 2024 Director Nominees

    | Independence | Tenure | | | | | Age | Diversity | | | (1) Christian Garcia and Shawn Williams (2) Sharon McGee and Angela John |

  4. Snapshot of 2024 Director Nominees

    | | | | | | Mark. E. Baldwin | Thomas R. Bates, Jr. | Christian A. Garcia | John F. Glick Chairman of the Board | | | | | | | Angela D. John | Brady M. Murphy Chief Executive Officer | Sharon B. McGee | Shawn D. Williams |

  5. Snapshot of 2024 Director Nominees

    | 2024 Nominees | Tenure | Independent | Committee Memberships | | | Public | | | (years) | | Audit | HCMCC | NGSC | Directorships | | Mark E. Baldwin * | 10 | • | C | | | 3 | | Thomas R. Bates, Jr. | 12 | • | | C | | 3 | | Christian A. Garcia * | <1 | • | | | | 1 | | John F. Glick | 10 | • | Ex-Officio Member of all committees | | | 2 | | Angela D. John | <1 | • | | | | 2 | | Brady M. Murphy | 5 | CEO | | | | 1 | | Sharon B. McGee (1) | 2 | • | | | | 1 | | Shawn D. Williams | 3 | • | | | | 3 |

  6. Snapshot of 2024 Director Nominees

    | HCMCC = Human Capital Management & Compensation Committee | C = Chair | | NGSC = Nominating, Governance, and Sustainability Committee | = Member | | *= Audit Committee Financial Expert | | | (1) Chair of the NGSC following the Annual Meeting | |

  7. 2022 NEOs

    | 2023 NEOs | Change in Annual Base Salary (2022 to 2023) | Change in Target Annual Bonus (2022 to 2023) | Percentage of 2023 Total Target Direct Compensation that is Variable or Performance-Based | | Brady M. Murphy | 6.1% | no change | 83.6% | | Elijio V. Serrano | 3.6% | no change | 76.7% | | Matthew J. Sanderson | 2.3% | no change | 71.2% | | Timothy C. Moeller | 3.6% | no change | 67.7% | | Roy E. McNiven | 5.0% | no change | 68.6% |

  8. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  9. Proposal No. 1 — Election of Directors

    | The Board recommends a vote FOR the election of each nominee |

  10. Nominees for Director

    Nominees for Director The nominees for election as directors are as follows:

  11. Nominees for Director

    | Name | Age | Position with Us | Tenure (years) | Public Directorships | | Mark E. Baldwin | 70 | Independent Director | 10 | 3 | | Thomas R. Bates, Jr. | 74 | Independent Director | 12 | 3 | | Christian A. Garcia | 60 | Independent Director | <1 | 1 | | John F. Glick | 71 | Independent Director | 10 | 2 | | Angela D. John | 53 | Independent Director | <1 | 2 | | Sharon B. McGee | 59 | Independent Director | 2 | 1 | | Brady M. Murphy | 64 | Director, President and CEO | 5 | 1 | | Shawn D. Williams | 61 | Independent Director | 3 | 3 |

  12. Nominees for Director

    See “Beneficial Stock Ownership of Certain Stockholders and Management” on page 104 for information regarding the number of shares of the Company's common stock, par value $0.01 per share (the "common stock") owned by each nominee.

  13. Nominees for Director

    | Mark E. Baldwin | | | | | •Independent Director since 2014 | | | | Board Committees | | | | •Audit Committee (Chairman) | | | | Skills and Experience •Executive Leadership •Governance/Risk Management •Operations Management •Industry Experience | •Finance/Accounting/Capital Markets •Strategic Planning and Management •Public Company Experience | | | Mr. Baldwin was selected to serve as a director due to his extensive knowledge of the energy industry and his financial management and operations experience which provides a significant contribution to our Board of Director’s mix of backgrounds and skills. | |

  14. Nominees for Director

    Mr. Baldwin has served as a member of our Board of Directors since January 2014 and as Chairman of our Audit Committee since May 2014. Mr. Baldwin served as the executive vice president and chief financial officer of Dresser-Rand Group, Inc., a public company subject to the reporting requirements of the Securities Exchange Act of 1934, from August 2007 until his retirement in May 2013. Prior to joining Dresser-Rand, he served as the executive vice president, chief financial officer, and treasurer of Veritas DGC Inc., a public company, from August 2004 through February 2007, and operating partner at First Reserve Corporation from April 2003 through July 2004. Mr. Baldwin served as executive vice president and chief financial officer for NextiraOne from October 2001 through August 2002, and as chairman of the board and chief executive officer for Pentacon Inc. from 1997 through 2001. From 1980 through 1997, Mr. Baldwin served in a variety of finance and operations positions with Keystone International Inc., including treasurer, chief financial officer, and president of the Industrial Valves and Controls Group. Mr. Baldwin currently serves as a director and as a member of the audit committee of KBR, Inc. (NYSE: KBR) and as a director and as a member of the audit committee of Nine Energy Service, Inc. (NYSE: NINE). He previously served as a director of Seahawk Drilling Inc. from August 2009 until February 2011. Mr. Baldwin has a B.S. in Mechanical Engineering from Duke University and an MBA from Tulane University.

  15. Nominees for Director

    | Thomas R. Bates, Jr., Ph.D. | | | | | •Independent Director since 2014 | | | | Board Committees | | | | •Human Capital Management and Compensation Committee (Chairman) | | | | Skills and Experience •Executive Leadership •Human Capital Management/DEI •Governance/Risk Management •Operations Management •Cybersecurity Oversight | •Strategic Planning and Management •Public Company Experience •International/Industry Experience •Private Equity | | | Dr. Bates was selected to serve as a director due to his extensive international oil and gas services industry experience, human capital management experience, his past management of a private equity firm, which provides valuable entrepreneurial and capital markets insight, and his experience serving as a director of other public companies, which provides cross-board experience and perspective. | |

  16. Nominees for Director

    Dr. Bates served as a member of our Board of Directors since November 2011, as Chairman of our Human Capital Management and Compensation Committee since May 2014, and as a member of that committee since May 2012. Dr. Bates is a private investor and currently an adjunct professor in the Finance Department at Texas Christian University where he teaches in the MBA program at the Neeley School of Business and serves on the board of the Ralph Lowe Energy Institute. Dr. Bates joined Lime Rock Management LP, an energy-focused private equity firm, as a managing director in 2001 and became a senior advisor of the firm in 2010 before retiring in 2013. Dr. Bates had 25 years of experience in oil service management and operations before joining Lime Rock. He served from 1998 through 2000 as president of the Discovery Group of Baker Hughes and was responsible for the integration of Western Atlas into Baker Hughes. Earlier, he served as president and chief executive officer of Weatherford Enterra. Previously, Dr. Bates spent 15 years with Schlumberger in both domestic and international locations and was responsible for the Anadrill business unit when early MWD and LWD tools were commercialized. Dr. Bates began his career with Shell Oil Company, where he conducted drilling research. Dr. Bates has been a personal investor and/or a corporate investor in more than a dozen oil service technology startups. Dr. Bates also serves on the board of directors and as chairman of the compensation and leadership development committee and member of the audit committee of SSR Mining, Inc. (NASDAQ/TSX: SSRM), a Canadian company, and as chairman of the board of directors and a member of the audit committee of Vantage Drilling International (OTC: VTDRF). Dr. Bates previously served on the boards of Independence Contract Drilling, Inc. from August, 2014 through June, 2020, Weatherford International, plc from December 2019 until June 2020, and Tidewater Inc. from July 2017 to October 2019. Dr. Bates is a graduate of the University of Michigan with a Ph.D. in Mechanical Engineering.

  17. Nominees for Director

    | Christian A. Garcia | | | | | •Independent Director since 2023 | | | | Board Committees | | | | •Audit Committee | | | | •Nominating, Governance and Sustainability Committee | | | | Skills and Experience •Executive Leadership •Governance/Risk Management •Information Technology •Investor Relations | •International/Industry Experience •Public Company Experience •Strategic Planning and Management •Finance/Accounting/Capital Markets | | | Mr. Garcia was selected to serve as a director due to his broad experience in financial management, information technology, and global business processes for a number of energy-related companies which provides valuable insight to our Board of Directors from a financial, operational and strategic planning perspective. | |

  18. Nominees for Director

    Mr. Garcia has served as a member of our Board of Directors and as a member of the Audit Committee and the Nominating, Governance and Sustainability Committee since May 2023. Mr. Garcia served as executive vice president and chief financial officer at BrandSafway, a provider of industrial services solutions to commercial, industrial, and infrastructure markets from October 2020 to May 2023. Prior to joining BrandSafway, from January 2020 to August 2020, Mr. Garcia served as the executive vice president and chief financial officer of Weatherford International (NASDAQ: WFRD), an oil services company. Prior to joining Weatherford, from October 2016 to October 2019, he served as executive vice president and chief financial officer of Visteon Corporation (NSADAQ: VC), a provider of automotive cockpit electronics. Previously, Mr. Garcia served as acting chief financial officer of Halliburton Company (NYSE: HAL), an energy company, where he progressed through a variety of leadership positions including chief accounting officer, treasurer and senior vice president of investor relations. For the periods August 2020 to October 2020 and October 2019 to January 2020, Mr. Garcia was self-employed. From May 2017 to October 2019, he served as a board director and chairman of the audit committee of Keane Group, Inc. (NYSE: FRAC), a provider of integrated well completions. Mr. Garcia received his Bachelor of Science from the University of the Philippines and his master’s degree in business from Purdue University.

  19. Nominees for Director

    | John F. Glick | | | | | •Independent Director since 2014 | | | | •Chairman of the Board | | | | Board Committees | | | | •As Chairman of the Board, Mr. Glick is an Ex-Officio member of the Audit Committee, the Human Capital Management and Compensation Committee, and the Nominating, Governance and Sustainability Committee | | | | Skills and Experience •Executive Leadership •Operations Management •Governance/Risk Management •Public Company Experience | •International/Industry Experience •Human Capital Management/DEI •Strategic Planning and Management | | | Mr. Glick was selected to serve as a director due to his broad experience in manufacturing and servicing a variety of oilfield drilling and completion products, both domestically and internationally, which provides valuable insight to our Board of Directors from an operational and strategic planning perspective. | |

  20. Nominees for Director

    Mr. Glick has served as a member of our Board of Directors since January 2014, as Chairman of the Board since May 2022, as a member of our Nominating, Governance and Sustainability Committee from May 2015 until May 2023, including chairman of that committee from May 2015 to May 2022, and as a member Human Capital Management and Compensation Committee from May 2014 to May 2022. Mr. Glick served as the chief executive officer and a director of Lufkin Industries, Inc., a public company, from March 2008 until his retirement in July 2013 and served as Lufkin’s president and a director since August 2007. During his tenure, Mr. Glick oversaw the growth of Lufkin and, ultimately, the sale of the company to General Electric in July 2013. From September 1994 through August 2007, Mr. Glick served as the vice president and general manager of Lufkin’s Power Transmission Division. He served as vice president and general manager of Lufkin’s Oilfield Division from August 2007 through August 2008. Prior to joining Lufkin, from 1974 through 1994, Mr. Glick held several senior management level positions with Cameron Iron Works, Inc. Mr. Glick currently serves as the non-executive chairman of the board of directors, chairman of the nominating and governance committee, and an ex-officio member of the audit and remuneration committees of Hunting PLC (LSE: HTG.L) and also serves as chairman of Baylor St. Luke’s Hospital board of trustees and sits on its executive committee. Mr. Glick previously served on the board of Weatherford International plc from December 2019 until June 2020. Mr. Glick received a B.S. in Journalism from the University of Kansas and graduated from the Harvard Graduate School of Business Program for Management Development.

  21. Nominees for Director

    | Angela D. John | | | | | •Independent Director since 2024 | | | | Board Committees | | | | •Audit Committee | | | | •Nominating, Governance and Sustainability Committee | | | | Skills and Experience •Executive Leadership •Trading and Marketing •Renewables and Low-Carbon •Business Development | •Governance/Risk Management •Strategic Planning and Management •Industry Experience •Public Company Experience | | | Ms. John was selected to serve as a director due to her broad experience in the energy industry, including experience creating structures to support financing of renewable and low carbon projects. Her chemical engineering background also provides valuable insight to our Board of Directors regarding our aqueous chemistry solutions. | |

  22. Nominees for Director

    Ms. John has served as a member of our Board of Directors and as a member of our Audit Committee and our Nominating, Governance and Sustainability Committee since March 2024. Since October 2020, Ms. John has been providing advisory services in the energy industry, primarily focused on clean energy business development and commercialization strategies. Ms. John was the director of innovation and strategy for New Energy Ventures with The Williams Companies, Inc. (NYSE: WMB) from January 2021 to September 2022. Prior to that Ms. John held a number of leadership roles within BP p.l.c. (NYSE/LSE: BP) over a 27-year period, including vice president, marketing and supply, NGLs, from 2009 to 2011, senior vice president marketing and origination, from 2011 to 2017, and most recently, from 2017 to September 2020, as director of structured products where she focused on renewable fuels development. Ms. John has served on the board of Parkland Corporation (TSX: PKI) since August 2021 and serves on its environmental, safety, and sustainability committee and its human resources and compensation committee. Ms. John earned a Master of Business Administration from Northwestern University’s Kellogg School of Management, and a Bachelor of Science in Chemical Engineering from the University of Houston. Ms. John has also earned an NACD Directorship Certification through the NACD Directorship Certification program and is in the process of completing certification requirements for the NACD CERT Certificate in Cyber-Risk Oversight.

  23. Nominees for Director

    | Sharon B. McGee | | | | | •Independent Director since 2022 | | | | Board Committees | | | | •Human Capital Management and Compensation Committee | | | | •Nominating, Governance and Sustainability Committee | | | | Skills and Experience •Executive Leadership •Corporate Development •R&D/Innovation •Investor Relations | •Strategic Planning and Management •Sales/Marketing •Manufacturing Operations •Specialty Chemicals Industry | | | Ms. McGee was selected to serve as a director due to her broad range of experience in the global specialty chemicals industry and her expertise provides valuable insight to our Board of Directors regarding our aqueous chemistry solutions and low carbon energy initiatives. | |

  24. Nominees for Director

    Ms. McGee has served as a member of our Board of Directors and as a member of our Nominating, Governance and Sustainability Committee and our Human Capital Management and Compensation Committee since February 2022. Ms. McGee founded SDBM Executive and Strategic Advisory, LLC in May, 2021, an independent advisory service to the new energy, chemicals, materials, mining, and oil and gas industries. Prior to that, Ms. McGee served at Albemarle Corporation (NYSE: ALB) for 33 years, holding several senior management level positions, most recently as vice president of investor relations and corporate development from 2016 through January, 2021, vice president, Asia Pacific region and global fire safety sales from 2014-2016, vice president, sales – Americas from 2013-2014, division vice president, performance chemicals from 2008-2013, and global business director, industrial bromides from 2005-2008. Albemarle is one of the largest global producers of lithium and lithium derivatives, and bromine and bromine derivatives, of which Ms. McGee participated in many of the strategic discussions with respect to Albemarle’s lithium and bromine operations. Ms. McGee earned an Executive MBA Certificate from Louisiana State University and MS and BS degrees in Chemical Engineering from the University of Arkansas. She also earned an NACD Directorship Certification through the NACD Directorship Certification program.

  25. Nominees for Director

    | Brady M. Murphy | | | | | •President and Chief Executive Officer | | | | •Director since 2018 | | | | Board Committees | | | | •No Committee Memberships | | | | Skills and Experience •Executive Leadership •Operations Management •Public Company Experience •International/Industry Experience | •Human Capital Management/DEI •Governance/Risk Management •Strategic Planning and Management | | | Mr. Murphy has more than 35 years of global operations, engineering, manufacturing and business development experience in a variety of areas within the energy industry, including deepwater, mature fields and unconventional assets. Mr. Murphy’s service as our President and Chief Executive Officer provides our Board of Directors with an in-depth source of knowledge regarding our operations, customers, competitors, markets in which we operate, business strategy, safety leadership, executive management team, and the effectiveness of our compensation programs. | |

  26. Nominees for Director

    Mr. Murphy has served as our President and Chief Executive Officer since May 2019, as our President and Chief Operating Officer from February 2018 until his promotion to Chief Executive Officer in May 2019, and as a director since December 2018. From May 2019 to January 2021, Mr. Murphy also served as President and chairman of the board of directors of CSI Compressco GP LLC, the general partner of CSI Compressco LP (NASDAQ: CCLP), formerly one of our consolidated subsidiaries. Mr. Murphy served as a director of CSI Compressco GP LLC from February 2018 to January 2021. Prior to joining TETRA, Mr. Murphy served as chief executive officer of Paradigm Group B.V., a private company focused on strategic technologies for the upstream energy industry, from January 2016 until February 2018. Mr. Murphy previously served at Halliburton Company (NYSE: HAL) and its affiliated companies for 26 years and held numerous international and North America positions, most recently as senior vice president - global business development and marketing from 2012 to December 2015, as senior vice president - business development Eastern Hemisphere from 2011 to 2012, and as senior vice president - Europe/Sub–Saharan Africa region from 2008 to 2011. Earlier in his career, from 1981 until 1989, Mr. Murphy held several positions with increasing responsibility at Gerhart Industries. Mr. Murphy received his B.S. degree in Chemical Engineering from Pennsylvania State University and is an alumnus of Harvard Business School’s Advanced Management Program.

  27. Nominees for Director

    | Shawn D. Williams | | | | | •Independent Director since 2021 | | | | Board Committees | | | | •Audit Committee | | | | •Human Capital Management and Compensation Committee | | | | Skills and Experience •Executive Leadership •Public Company Experience •Specialty Chemicals Industry •International Experience •Cybersecurity Oversight | •Human Capital Management/DEI •Governance/Risk Management •Strategic Planning and Management •Operations Management | | | Mr. Williams was selected to serve as a director due his extensive experience in various industrial markets, including the plastics and specialty chemicals industry, his service in senior executive leadership positions with both financial sponsored and strategic owned global enterprises, and experience with strategic talent development and succession planning which provides a significant contribution to our Board of Director’s mix of backgrounds and skills. | |

  28. Nominees for Director

    Mr. Williams has served as a member of our Board of Directors since March 2021 and as a member of our Audit Committee and Human Capital Management and Compensation Committee since April 2021. Most recently, Mr. Williams served as the Chief Executive Officer of Nexeo Plastics Holdings, Inc., a global plastics distributor, from April 2019 until June of 2020 and from September 2012 to March of 2019, as Executive Vice President of Nexeo Solutions, Inc. Mr. Williams has been retired since June 2020. Prior to joining Nexeo Solutions, from 2007 to 2012 Mr. Williams served as President of Momentive Global Sealants, a global specialty sealants business, and President of Momentive Performance Materials, a silicone specialty materials business. Earlier in his career, Mr. Williams spent 22 years serving in industrial and material business leadership roles at General Electric Company and led businesses globally in the Americas, Europe, and Asia across a broad sector of markets. Since January 1, 2022, Mr. Williams has served as the executive chairman of the board of managers of Covia Holdings, LLC, a provider of minerals-based solutions serving the industrial and energy markets, has served as a member of its audit committee and compensation committee since December 2020, and served as chairman of the board of managers from December 2020 to December 2021. He served as interim chief executive officer of Covia Holdings from June to December 2020. Mr. Williams has also served on the board of directors of Kirby Corporation (NYSE: KEX) since July 2021 and as a member of its ESG and nominating committee since January 2022 and on the board of directors of Marathon Oil Corporation (NYSE: MRO) since February 2023 and as a member of its audit and finance committee and its corporate governance and nominating committee. Mr. Williams earned his MBA from the Haas School of Business at the University of California, Berkeley, and a B.S. in electrical engineering from Purdue University. Mr. Williams also earned an NACD CERT Certificate in Cyber-Risk Oversight. More details on our Board of Directors and corporate governance documents can be found starting on page 22.

  29. Proposal No. 2 — Advisory Vote to Approve Executive Compensation

    | • | Every member of our HCMCC is independent, as independence is defined in the listing standards of the NYSE (page 23). | | • | We maintain an Incentive-Based Compensation Recoupment Policy that provides a mechanism for us to recover incentive-based compensation paid to our executive officers (page 57). | | • | Our HCMCC has established a thorough process for the review and approval of our compensation programs and practices and it has retained and directed an independent compensation consultant to assist in the discharge of its duties (page 46). | | • | Our Board of Directors has adopted stock ownership guidelines that apply to our directors and executive officers (pages 28 and 58). | | • | We employ our executive officers “at will” under employment agreements similar to those executed by all our employees (page 57). | | • | Our insider trading policy prohibits transactions involving short sales, the buying and selling of puts, calls, or other derivative instruments, and certain forms of hedging or monetization transactions involving our securities (page 36). | | • | On an annual basis, our HCMCC awards performance-based, long-term cash incentives to certain of our executive officers to supplement the long-term performance-based incentive and retention value provided by time-vesting equity awards. | | • | A significant portion of our executive officers’ compensation is in the form of long-term incentive awards that are tied to the long-term performance of our stock and certain key measures that drive stockholder returns. The process by which the HCMCC determines the structure of these long-term incentive awards takes into account TETRA’s performance relative to our peers and internal budgeted expectations, market compensation and the need to retain executive talent over the long-term, and alignment with the experience of our long-term stockholders. | | • | We believe that providing both short- and long-term incentive compensation awards also helps reduce risks to us or our stockholders that could arise from excessive focus on short-term performance (page 73). |

  30. Key Compensation Practices and Policies

    | What We Do | What We Don’t Do | | ☑ Tie a significant portion of our pay to performance through objective performance measures ☑ Mitigate compensation risk through our Clawback Policy, which applies to all forms of incentive compensation earned by our executive officers ☑ Monitor robust stock ownership through our stock ownership guidelines ☑ Retain an independent compensation consultant that does not provide any services to management ☑ Ensure a fully independent Human Capital Management and Compensation Committee ☑ Have established procedures for granting of equity awards ☑ Utilize a returns-based performance metric in long-term incentive awards granted to our executive officers ☑ Annually review pay and performance alignment, including S.M.A.R.T.(1) goals for our NEOs that are reviewed by our Board of Directors | ☒ Enter into employment agreements with fixed terms with our officers ☒ Guarantee annual salary increases or bonuses ☒ Reload, reprice, or back-date stock options ☒ Allow short sales, transactions involving derivatives of our stock, or certain hedging transactions ☒ Grant stock options with an exercise price less than fair market value ☒ Provide tax gross-ups or significant executive perquisites such as club memberships or private air travel ☒ Enter into single-trigger change of control agreements ☒ Have a poison pill ☒ Pay dividends on unvested equity awards ☒ Allow for our relative TSR performance-based awards to pay above target if absolute TSR Is negative |

  31. Overview of Compensation Philosophy and Objectives

    | Attract | Retain | Motivate | Reward | Align | | Structure pay programs and compensation levels that reflect competitive market practices in relevant markets, taking into consideration pay practices of our relevant peer group. | Provide long-term equity and cash compensation opportunities that are consistent with our overall compensation philosophy and drive individual and organizational performance. | Motivate Senior Management to deliver outstanding financial and operational results by establishing performance objectives that incentivize exceptional individual and team effort. | Provide a significant percentage of total compensation that is “at-risk” or “variable,” based on performance measures that are challenging and meaningful to our long-term strategic goals. | Ensure that a significant portion of total compensation is determined by increases in stockholder value, thus assuring alignment of Senior Management and our stockholders’ interests. |

  32. Focus on Performance-Based Pay

    Focus on Performance-Based Pay In establishing target compensation levels, the Committee places a significant portion of our NEOs’ compensation “at-risk” through the use of variable compensation, much of which is performance-based. Historically, variable pay has included the following: •Annual Cash Incentive. Performance-based cash incentives based on achievement of specific annual performance objectives. •Long-Term Cash Incentive. Performance-based long-term cash based on achievement of specific long-term financial and other performance objectives that incentivize Senior Management to focus on creation of long-term, sustainable stockholder value. Awards of long-term performance-based cash provide the same retention value as awards of long-term equity and give us flexibility to conserve stockholder approved awards under our equity plans. •Restricted Stock Units (RSUs). Time-based RSUs that vest over a set number of years and have value based on the market price of TETRA stock at the time of vesting. For 2023, approximately 84% of the target compensation opportunities for our CEO and 71% of the target compensation opportunities for our other NEOs were variable or “at-risk,” as illustrated in the following pie charts.

  33. Focus on Performance-Based Pay

    (1) For annual cash incentive amounts earned in 2023, portions of the value earned by Messrs. Murphy, Serrano, Sanderson, and Moeller (ranging from 50% to 100%) will be settled in RSUs that vest one year from the date of grant, subject to their continued service through such date, in lieu of cash. (2) Awards of long-term performance-based cash for our CEO and other NEOs. (3) Awards of RSUs for our CEO and other NEOs.

  34. Focus on Performance-Based Pay

    Role of Committee. The Committee determines our overall compensation philosophy, sets the compensation of our CEO, approves the compensation of our NEOs, and oversees the compensation of the other members of Senior Management. In making compensation decisions, the Committee considers all of the following factors: •our financial and operational results including health, safety, and environmental performance; •our strategic goals and accomplishments; •alignment of compensation opportunities with the interests of our stockholders; •the performance and potential of our CEO and other members of Senior Management; •compensation paid by companies in our compensation peer group; •compensation data from available industry surveys for executive officers with similar positions and with roles and responsibilities similar to our Senior Management; •market data and analysis and recommendations provided by any compensation consultant engaged by the Committee; •overall compensation paid to our CEO and members of Senior Management in previous years, including the value of equity-based compensation; •the recommendations of our CEO with respect to specific compensation matters, including changes in compensation for our Senior Management; •the retention value of long-term compensation plans; •alignment of our overall compensation program with our policies and strategies related to human capital management, including diversity, equity, and inclusion; and •exogenous macroeconomic factors such as the COVID-19 pandemic. The Committee has the authority to retain compensation consultants, outside counsel, or other advisors to assist the Committee in the discharge of its duties. In any given year, the Committee bases its decision on whether to retain a compensation consultant on factors including prevailing market conditions, regulatory changes governing executive compensation, and the quality of any other relevant data that may be available. If a compensation consultant is engaged, the Chairman of the Committee maintains a direct line of communication with the consultant and arranges meetings with the consultant that may include other members of the Committee and/or the CEO and certain members of Senior Management. The Committee, and/or its Chairman, also periodically meets with the compensation consultant independently of management. Through this communication with the Chairman of the Committee, the consultant reports to, and acts at the direction of, the Committee. Although our CEO and certain members of Senior Management may receive the consultant’s reports and data, the Committee retains and exercises sole control and authority over the compensation consultant. Role of CEO. Our CEO makes recommendations to the Committee with regard to salary, including any adjustments, and the annual and long-term incentives available to our Senior Management, excluding himself. His recommendations are based on factors such as his judgment and experience, available market data, and his evaluation of individual performance and contribution. In the Committee’s review of the changes in compensation recommended by the CEO, the Committee considers the CEO’s evaluations of and recommendations for each member of Senior Management as well as its own evaluations of Senior Management and the input and analysis of the Committee’s compensation consultant. In conjunction with our CEO, the Committee reviews the compensation of our Senior Management other than our CEO. Subsequently, the Committee, in executive session, establishes the compensation for our CEO. Role of Compensation Consultant. For its evaluation of our 2023 compensation program, the Committee retained the services of Meridian Compensation Partners (“Meridian”), a provider of executive compensation consulting and corporate governance services to over 700 major publicly traded and privately held corporations. Before engaging Meridian, the Committee confirmed that Meridian did not have business or personal relationship with any of our executive officers or any member of the Committee, and that Meridian had procedures in place to prevent conflicts of interest. The Committee discussed these considerations and concluded that there were no conflicts of interest with respect to the compensation consulting services provided by Meridian. In September of 2023, the Committee chose to retain Compensation Advisory Partners (CAP) as its independent advisor. We anticipate that CAP will provide the Compensation Committee with information on the compensation practices of our peer group and other oilfield service companies and on the reasonableness of our program. In so doing, CAP will provide the Compensation Committee with information on each element of pay for our executive officers as well as a comparison of each such element of compensation against our peers and the broader oilfield services sector. Before engaging CAP, the Committee confirmed that CAP did not have a business or personal relationship with any of our executive officers or any member of the Committee, and that CAP had procedures in place to prevent conflicts of interest. The Committee discussed these considerations and concluded that there were no conflicts of interest with respect to the compensation consulting services provided by CAP. The Committee will continue to evaluate CAP as its compensation consultant, including screening for such conflicts of interest, on an ongoing basis. Peer Group. In order to ensure the competitiveness of our compensation program, which is a critical factor in our ability to attract and retain high-caliber executive talent, the Committee periodically reviews compensation paid by other companies in the oilfield services industry. For 2023, the Committee, with the assistance of Meridian, adopted one peer group for our evaluation of Senior Management compensation (our “compensation peer group”) and our relative total stockholder return ("RTSR") performance measure under our long-term incentive awards (our “performance peer group”). The peer group is reviewed by the Committee on an annual basis to ensure that we maintain appropriate comparator companies.

  35. Compensation & Performance Peer Group

    Compensation & Performance Peer Group Criteria for selecting companies to be included in the compensation and performance peer group include similarity of business characteristics and competition with us in terms of the customers we serve, our belief that we compete with them for executive talent, and overall comparability in terms of size (as measured by revenue and enterprise value). In February of 2023, with the assistance of Meridian, the Committee adopted the following peer group to be used for the purpose of making appropriate peer comparisons for the Committee’s evaluation of our 2023 compensation program, including pay mix, prevalence of long-term incentive vehicles, and pay-for-performance plans, and to measure our RTSR under the long-term performance-based cash incentive awards to be granted in 2023, for the performance period of January 1, 2023 through December 31, 2025:

  36. Compensation & Performance Peer Group

    | Compensation & Performance Peer Group Used to identify and compare executive pay practices, and to measure our RTSR under long-term performance-based cash incentive awards | •Aris Water Solutions, Inc. •Core Laboratories N.V. •Dril-Quip Inc. •Forum Energy Technologies, Inc. •Flotek Industries, Inc. •Hawkins Inc. •KLX Energy Services Holdings, Inc. •National Energy Services Reunited | •Nine Energy Service, Inc. •Newpark Resources, Inc. •Oil States International, Inc. •Ranger Energy Services, Inc. •Mammoth Energy Services, Inc. •Select Energy Services, Inc. •Expro Group Holdings N.V. |

  37. Compensation & Performance Peer Group

    The Role of Market Data. While the Committee does consider our peer group’s practices in establishing compensation opportunities, it does not specifically benchmark the values of base salaries, annual incentives, or long-term incentives relative to that peer group or any survey data. Rather, the Committee periodically reviews the overall compensation offered by the members of our peer group in order to ensure that our compensation program remains competitive. Although we review both target compensation and actual compensation paid, our focus is on target compensation, including the target amount of annual and long-term award opportunities, as it provides the best indication of competitive compensation levels for our Senior Management. The market data is also used to gauge industry practices regarding the structure and mechanics of annual and long-term incentive plans.

  38. Compensation & Performance Peer Group

    | IV. Compensation Elements |

  39. Compensation & Performance Peer Group

    We strongly believe that Senior Management should be compensated with a package that includes the following four elements:

  40. Compensation & Performance Peer Group

    | Element | Purpose | Key Features | Changes for 2023 | | Base Salary | Fixed base pay to competitively compensate executives for their roles at TETRA | •The Committee periodically reviews relevant market data to ensure our salary program is competitive •Salaries may be adjusted for performance, expansion of duties and responsibility, and/or changes in market salary levels •When considering salary adjustments, the Committee reviews corporate performance goals, individual performance potential, and our CEO’s specific compensation recommendations (except with regard to his own salary) | •Base salaries for our CEO and other NEOs were adjusted in June of 2023 following broad-based company-wide merit increases | | Annual Cash Incentives | Drive achievement of specific annual performance objectives | •Target award opportunities are a percentage of base salary •A threshold, target, and stretch performance objective is established for each performance measure •100% of the CEO’s annual cash incentive is determined by absolute financial measures •80% of the other NEOs’ annual cash incentives are determined by absolute financial measures •Actual earned amounts of annual cash incentives can range from 0% to 200% of target | •For 2023, 100% of our CEO’s annual cash incentive was determined by absolute financial measures | | Long-Term Cash and Equity Incentives | Motivate executives to create long-term value for stockholders | •Awards include time-based RSUs and performance-based cash, the combination of which provides the company with increased retention value and rewards participants for improved financial results and improved relative stock price performance •50% of 2023 LTI awards consist of long-term performance-based cash with a 3-year performance period and a maximum payout of 200% of target ◦Performance measures are RTSR, weighted 50%, and Return on Net Capital Employed (“RONCE (EBIT)”), weighted 50% •50% of 2023 LTI awards consist of RSUs that vest over a 3-year period ◦RSUs are key to employee retention and alignment with the interests of our stockholders | •None | | Employee Benefits | Enable executives to successfully execute their roles while safeguarding the health and well-being of themselves and their families | •Health and welfare benefit plans offered to our executives are the same plans offered to all employees •Retirement plan options include 401(k) and deferred compensation | •None |

  41. Compensation & Performance Peer Group

    Our utilization of each of these elements in our 2023 compensation program is discussed in detail below.

  42. Base Salary

    Base Salary In June of 2023, following broad-based merit increases for more than 85% of our global employees, the base salary of each of our NEOs was increased. In determining the amounts of increases for our CEO and other Senior Management, the Committee considered scope of responsibility and the CEOs evaluation of individual performance (other than his own individual performance). With regard to our CEO and other Senior Management, although the Committee did review base salaries for comparable positions offered by members of our compensation peer group, it did not specifically benchmark against the values of those base salaries. The table below shows the base salary for each of our NEOs as of December 31, 2022, and the increased base salary effective June 3, 2023:

  43. Annual Cash Incentives

    Annual Cash Incentives As part of its annual review of Senior Management compensation, the Committee reviews a preliminary estimate of the aggregate amount of annual cash incentive compensation that may be awarded under our Cash Incentive Compensation Plan (“CICP”) in the following year and discusses the overall effectiveness of the plan in furthering our compensation philosophy. The following table sets forth the annual cash incentive opportunities for the 2023 plan year, shown as a percentage of annual base salary, for our CEO and each of our other NEOs. Annual cash incentive opportunities are capped at the “stretch” percentage of base salary for each NEO, which is equal to 200% of each NEO’s target incentive opportunity. The target annual cash incentive opportunity for each NEO is calculated using his base salary as of December 31, 2023.

  44. Annual Cash Incentives

    | Name | Threshold Annual Incentive Award as % of Base Salary | Target Annual Incentive Award as % of Base Salary | Stretch Annual Incentive Award as % of Base Salary | | | (0% of Target Award) | (100% of Target Award) | (200% of Target Award) | | Brady M. Murphy | 0% | 125.0% | 250.0% | | Elijio V. Serrano | 0% | 100.0% | 200.0% | | Matthew J. Sanderson | 0% | 80.0% | 160.0% | | Timothy C. Moeller | 0% | 70.0% | 140.0% | | Roy E. McNiven | 0% | 70.0% | 140.0% |

  45. Annual Cash Incentives

    The following table sets forth the performance measures and target performance objectives approved by the Committee for each of our NEOs for the 2023 plan year under the CICP, and the business consideration underlying each performance measure. Please refer to Appendix A of this Proxy Statement for reconciliations of non-GAAP financial measures.

  46. Annual Cash Incentives

    | Performance Measure | Target Performance Objective | Weight of Performance Measure for: | | Business Consideration | | | | CEO | Other NEOs | | | Adjusted EBITDA for Compensation Purposes (Determined based on Adjusted EBITDA for external reporting purposes, less adjusted realized and unrealized income or loss from investments and certain board and executive compensation, as described in Appendix A of this Proxy Statement) | $93.7 million at target | 100% | 80% | The Adjusted EBITDA for Compensation Purposes performance measure ensures focus on the financial outcome of day-to-day and long-term operating decisions that impact the profitability of our businesses, including: •Ensuring that day-to-day spending is tightly managed and aligned with our annual operating budget, and that operational plans and projects (including acquisitions) are quickly integrated in order to maximize efficiencies. •Prioritizing projects across the organization to elevate focus on those that have the greatest potential return on investment. •Driving cross-functional alignment among product lines and geographies to capture incremental improvements in productivity. •Ensuring differentiation of service quality, which positions us to manage pricing through market cycles and pursue and maintain relationships with the most profitable customers. •Fostering innovation to develop new products and technologies that expand our customer base. | | Individual Performance Objectives (“IPOs”) | | 0% | 20% | IPOs provide an opportunity for each NEO (other than our CEO) to earn incentive compensation based on their personal or team performance compared to established target objectives reviewed by the Committee at the beginning of the plan year. We believe that IPOs are a critical component of the plan structure, as they drive performance related to specific strategic objectives and line-of-sight goals. | | Sustainability (Health, Safety, and Environment) | | Up to 10% negative modifier | Up to 10% negative modifier | Health, safety, and environmental performance can be a negative modifier that may reduce (but not increase) amounts earned under other performance measures if health, safety, and environmental results are deemed to be unsatisfactory. |

  47. Annual Cash Incentives

    Although a portion of our CEO’s annual cash incentive award has been based on IPO performance in prior years, for the 2023 plan year, the Committee chose to base 100% of our CEO’s award on the Adjusted EBITDA for Compensation Purposes performance measure, subject to any negative safety modifier. In making this decision, the Committee considered the breadth of our CEO’s responsibilities, which includes oversight of the individual performance of our other NEOs and Senior Management relative to their own strategic goals and objectives for the portions of the business they oversee. Their success in achieving those goals and objectives is a direct reflection of the CEO’s effectiveness as a leader. Therefore, the Committee determined that IPOs for the CEO are not necessary. Actual results for the Adjusted EBITDA for Compensation Purposes performance measure had to exceed a minimum threshold level of 60% of the established target performance objective for any portion of awards based on this measure to be earned. A target payment level of 100% corresponds to the target performance level of 100% and a maximum payment level of 200% corresponds to the stretch performance level of 140%. For actual results that fall between threshold and target, and target and stretch, straight line interpolation is used to determine the earned amount of the award.

  48. Annual Cash Incentives

    | Performance and Payout Levels for Adjusted EBITDA for Compensation Purposes Performance Measure | | | | | Performance Level | Performance, as a Percentage of the Target EBITDA Performance Objective | Weighted Portion of Target Annual Incentive Award that may be Earned for our CEO | Weighted Portion of Target Annual Incentive Award that may be Earned for our Other NEOs | | Threshold | 60% | 0% | 0% | | Target | 100% | 100% | 80% | | Stretch | 140% | 200% | 160% |

  49. Annual Cash Incentives

    The following table shows the target performance objective and actual 2023 result for each performance measure applicable to our NEOs, as well as the IPOs that were reviewed and approved by the Committee for each of our NEOs for the 2023 plan year.

  50. Annual Cash Incentives

    | Performance Measure | Target Performance Objective | Result of 2023 Performance Period | | Adjusted EBITDA for Compensation Purposes | $93.7 million | $101.5 million (108.4% of target) |

  51. Annual Cash Incentives

    | IPOs | Other NEO to Which Each IPO Applies | | | | | | Mr. Serrano | Mr. Sanderson | Mr. Moeller | Mr. McNiven | | Attain financial targets for revenue, adjusted EBITDA, EBITDA margins, and use of capital. | X | X | X | X | | Achieve strategic initiatives, including desalination engineering, Arkansas development, refinancing of existing term loan, and identifying capital for strategic projects. | X | X | X | X | | Performance objectives for health, safety, and the environment. | X | X | X | | | Attain applicable human capital objectives regarding diversity and inclusion, development, and retention. | X | X | X | X | | Overall 2023 IPO Performance Rating | Significantly Exceeds Expectations | Exceeds Expectations | Significantly Exceeds Expectations | Exceeds Expectations |

  52. Annual Cash Incentives

    Under the annual cash incentive awards for 2023, safety is a negative modifier that may reduce payments earned under other performance metrics if targeted health, safety, and environmental results are not attained. Due to a below target safety performance in 2023, the Committee determined that a 10% safety deduction would be applied to earned amounts of the 2023 annual cash incentive for all participants, including our CEO and other NEOs. The following table shows the weight of each performance measure, the percentage of the award deemed to have been earned based on the performance criteria discussed above and 2023 results, and the amount of the award opportunity earned related to each performance measure.

  53. Annual Cash Incentives

    | | Target Amount of 2023 Award Opportunity | Weight of Adjusted EBITDA for Compensation Purposes Performance Measure | Weighted % of Adjusted EBITDA for Compensation Purposes Performance Measure Earned | Weight of IPOs | Weighted % of IPOs Earned | Safety Deduction | Total Amount of 2023 Award Earned(1) | | Brady M. Murphy | $875,000 | 100.0% | 120.9% | 0% | 0% | $(105,766) | $951,898 | | Elijio V. Serrano | 435,000 | 80.0% | 96.7% | 20.0% | 20.0% | (50,765) | 456,883 | | Matthew J. Sanderson | 360,000 | 80.0% | 96.7% | 20.0% | 16.0% | (40,572) | 365,150 | | Timothy C. Moeller | 301,000 | 80.0% | 96.7% | 20.0% | 20.0% | (35,127) | 316,142 | | Roy E. McNiven | 283,500 | 80.0% | 96.7% | 20.0% | 16.0% | (31,951) | 287,556 |

  54. Annual Cash Incentives

    (1) Messrs. Murphy, Serrano, Sanderson, and Moeller elected to receive a significant portion of the earned amounts of the 2023 awards (ranging from 50% to 100%) in the form of RSUs that vest one-year from the date of grant, subject to continued service through such date, in lieu of cash. The number of RSUs granted to each NEO was determined by dividing the dollar amount of the portion of the earned award paid in RSUs by the closing market price for our stock on the date of grant, rounded up to the nearest whole share. The table below shows the portion of the earned amount of each award paid in cash and the portion of the earned amount of each award settled in RSUs.

  55. Annual Cash Incentives

    | | Total Amount of 2023 Award Earned | Portion of Award Paid in Cash | Portion of Award Settled in RSUs | Number of RSUs Granted | | Brady M. Murphy | $951,898 | 0% | 100.0% | 222,927 | | Elijio V. Serrano | 456,883 | 0% | 100.0% | 106,998 | | Matthew J. Sanderson | 365,150 | 50.0% | 50.0% | 42,758 |

  56. Annual Cash Incentives

    | | Total Amount of 2023 Award Earned | Portion of Award Paid in Cash | Portion of Award Settled in RSUs | Number of RSUs Granted | | Timothy C. Moeller | 316,142 | 50.0% | 50.0% | 37,019 | | Roy E. McNiven | 287,556 | 100.0% | 0% | 0 |

  57. Long-Term Incentives

    Long-Term Incentives 2023 Awards of Long-Term Incentives. Target values of awards of long-term incentives granted to our NEOs in 2023 consist 50% of RSUs, and 50% of long-term performance-based cash. In establishing the structure of these awards, the Committee considered the following factors: the similar retention value provided by long-term awards of equity and cash; their desire to ensure that a minimum of 50% of the target values of long-term awards would be at-risk, based on achievement of specific long-term financial and other performance objectives; and, the need to conserve the number of stockholder approved equity awards available under our equity plan. The following table summarizes the 2023 awards of long-term incentives to each of our NEOs:

  58. Long-Term Incentives

    | | Target Value of Restricted Stock Units(1) | Target Value of Long-Term Performance-Based Cash | Total Target Long-Term Award Value(1) | | Brady M. Murphy | $1,350,000 | $1,350,000 | $2,700,000 | | Elijio V. Serrano | 500,000 | 500,000 | 1,000,000 | | Matthew J. Sanderson | 375,000 | 375,000 | 750,000 | | Timothy C. Moeller | 300,000 | 300,000 | 600,000 | | Roy E. McNiven | 300,000 | 300,000 | 600,000 |

  59. Long-Term Incentives

    (1) The values of RSUs and the Total Long-Term Award Values in the table above reflect the values targeted by the Committee when granting these awards. The numbers of RSUs awarded are determined using 20-day average closing market prices through the day prior to the award date. For actual grant date values of the number of RSUs awarded, refer to the Summary Compensation Table. The Committee has historically approved awards of long-term incentives on an annual basis, in February of each calendar year, following their review of prior calendar year performance. The Committee approved annual awards of RSUs under the TETRA First Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to each of our NEOs on February 22, 2023. One-third of the RSUs vest on the first anniversary of the grant date, and a one-sixth portion of the RSUs will vest every six months until fully vested. Also on February 22, 2023, the Committee established performance measures and performance objectives applicable to the long-term performance-based cash awards granted to our NEOs. Such awards were granted under the CICP for the three-year performance period ending on December 31, 2025. The performance measures and the relative weights of each such performance measure for these long-term cash incentive awards are:

  60. Long-Term Incentives

    | Performance Measures Applicable to Awards of Long-Term Performance-Based Cash | | (i) TETRA’s RONCE (EBIT) for each year in the three-year period ending December 31, 2025, weighted 50%; and (ii) RTSR based on our Compensation & Performance Peer Group for the three-year period ending December 31, 2025, weighted 50% |

  61. Long-Term Incentives

    Our RONCE (EBIT) performance measure is defined as earnings before interest and tax (EBIT), divided by the average of current year-end and last year-end net capital employed. Net capital employed is defined as total assets minus cash, minus current liabilities, plus current debt. The Committee utilized the RONCE (EBIT) performance measure for these long-term incentive awards in order to focus our NEOs on the creation of sustainable stockholder value. Please refer to Appendix A in this Proxy Statement for reconciliations of non-GAAP financial measures. In addition, a cap of 100% of the target award will be imposed on the portions of the long-term performance-based cash awards based on RTSR if our absolute TSR over the three-year performance period is negative. The Committee believes that this provision promotes better alignment with the financial outcomes experienced by our long-term stockholders. On an annual basis, with the assistance of its compensation consultant, the Committee develops a peer group that is used to measure our RTSR under our long-term incentive awards. The 2023 Compensation & Performance Peer Group is comprised of companies that compete with us in terms of one or more of the products and services we offer or the customers and geographies we serve. The following peer group was adopted by the Committee in February of 2023 in connection with their approval of long-term performance-based cash awards for the performance period of January 1, 2023 through December 31, 2025:

  62. Long-Term Incentives

    | Compensation & Performance Peer Group Used to identify and compare executive pay practices, and to measure our RTSR under long-term performance-based cash incentive awards | •Aris Water Solutions, Inc. •Core Laboratories N.V. •Dril-Quip Inc. •Forum Energy Technologies, Inc. •Flotek Industries, Inc. •Hawkins Inc. •KLX Energy Services Holdings, Inc. •National Energy Services Reunited | •Nine Energy Service, Inc. •Newpark Resources, Inc. •Oil States International, Inc. •Ranger Energy Services, Inc. •Mammoth Energy Services, Inc. •Select Energy Services, Inc. •Expro Group Holdings N.V. |

  63. Long-Term Incentives

    For each performance measure, the following performance objectives and payment levels have been established by the Committee. If actual results fall between these established performance levels, straight line interpolation will be used to determine earned amounts of the awards: •For TETRA's RONCE (EBIT), the threshold performance level is 66.67% of the target performance objective and corresponds to a 0% payment level; no portion of the award may be earned for results below the threshold performance level. The stretch performance level is 133.33% of the target performance objective and corresponds to a 200% payment level. •For the RTSR performance measure for the three-year period ending December 31, 2025, the threshold performance level is a 25th percentile ranking relative to the peer group, which corresponds to a 0% payment level; no portion of the award may be earned for results below the threshold performance level. The stretch performance level is a 75th percentile ranking relative to the peer group, which corresponds to a 200% payment level. For actual results that fall between threshold and target, and target and stretch, straight line interpolation is used to determine the earned amount of the award:

  64. Long-Term Incentives

    | 2023 Long-Term Performance-Based Cash Incentives: TSR vs. Peer Group | | | | Performance Level | Target Performance Objective | Portion of Target Award Vested | | Threshold | 25th %ile | 0% | | Target | 50th %ile | 100% | | Stretch | 75th %ile | 200% |

  65. Long-Term Incentives

    The amounts of the awards that may be earned by a participant at the end of the three-year performance period will be based on our attainment of these performance objectives, subject to the discretion of the Committee. In October of 2023, the Committee approved a special, off-cycle, one-time award of 75,000 RSUs to Mr. Moeller under the Second Amended and Restated 2018 Equity Incentive Plan. These RSUs will vest ratably on each of the first, second and third anniversaries of the date of grant. In granting this special, one-time award, the Committee considered that Mr. Moeller identified an opportunity and led the team that successfully executed the acquisition of acreage required for the Arkansas brine unit, which is a key strategic initiative for TETRA. Payment of Long-Term Performance-Based Cash Incentives Granted in 2021. In February of 2021, the Committee established performance measures and performance objectives applicable to long-term cash incentive awards granted to our NEOs under the CICP for the three-year performance period ending on December 31, 2023. The performance measures for these long-term incentive awards were: TETRA’s RONCE (EBIT) for each year within the three-year period ended December 31, 2023; and TSR relative to our performance peer group for the three-year period ending December 31, 2023. Mr. McNiven, who was first employed by us in 2022, did not receive a long-term performance-based cash incentive award in 2021.

  66. Payments Earned Under 2021 RTSR Performance Measure

    | Compensation & Performance Peer Group Used to evaluate our RTSR under long-term performance-based cash incentive awards granted for the January 1, 2021 through December 31, 2023 performance period | •Archrock, Inc. •ChampionX Corporation •Exterran Corporation •Forum Energy Technologies, Inc. •Liberty Oilfield Services, Inc. •Newpark Resources, Inc. | •Oil States International, Inc. •Patterson-UTI Energy, Inc. •Precision Drilling Corp. •RPC, Inc. •Select Energy Services, Inc. •USA Compression Partners LP |

  67. Payments Earned Under 2021 RTSR Performance Measure

    | 2021 Long-Term Performance-Based Cash Incentives: TSR vs. Peer Group | | | | Performance Level | Target Performance Objective | Portion of Target Award Vested | | Threshold | 25th %ile | 0% | | Target | 50th %ile | 100% | | Stretch | 75th %ile | 200% |

  68. Payments Earned Under 2021 RTSR Performance Measure

    | | Target Value of 2021 Long-Term Cash Incentive Award based on RTSR | Amount Earned as of December 31, 2023(1) | % of Target Award Opportunity Earned | | Brady M. Murphy | $625,000 | $1,250,000 | 200.0% | | Elijio V. Serrano | 250,000 | 500,000 | 200.0% | | Matthew J. Sanderson | 150,000 | 300,000 | 200.0% | | Timothy C. Moeller | 100,000 | 200,000 | 200.0% |

  69. Payments Earned Under 2021 RTSR Performance Measure

    (1) Messrs. Murphy and Serrano elected to receive a portion of the earned amounts of the 2021 LTI Cash awards in the form of RSUs that vest one-year from the date of grant, subject to continued service through such date, in lieu of cash. The number of RSUs granted to each NEO was determined by dividing the dollar amount of the portion of the earned award paid in RSUs by the closing market price for our stock on the date of grant, rounded up to the nearest whole share. The table below shows the portion of the earned amount of each award paid in cash and the portion of the earned amount of each award settled in RSUs. Mr. McNiven was not employed by us at the time of the 2021 awards.

  70. Payments Earned Under 2021 RTSR Performance Measure

    | | Total Amount of 2021 Long-Term Cash Incentive Award based on RTSR Earned | Portion of Award Paid in Cash | Portion of Award Settled in RSUs | Number of RSUs Granted | | Brady M. Murphy | $1,250,000 | 80.0% | 20.0% | 62,972 | | Elijio V. Serrano | 500,000 | 80.0% | 20.0% | 25,189 | | Matthew J. Sanderson | 300,000 | 100.0% | 0% | 0 | | Timothy C. Moeller | 200,000 | 100.0% | 0% | 0 |

  71. Payments Earned Under 2021 RONCE (EBIT) Performance Measure

    | 2021 Long-Term Performance-Based Cash Incentives: RONCE (EBIT) | | | | | | Weighting of Each Year’s Performance in Calculating Total Payout | 29.0% | 34.0% | 37.0% | | | Performance Level | Target Performance Objectives | | | Unweighted Portion of Target Award Vested | | | Year 1 | Year 2 | Year 3 | | | Threshold | 2.8% | 10.0% | 12.0% | 30% | | Target | 3.5% | 12.5% | 15.0% | 100% | | Stretch | 4.4% | 15.6% | 18.8% | 150% | | OA | 5.3% | 18.8% | 22.5% | 200% | | | Actual RONCE (EBIT) Results | | | Aggregate Portion of Target Award Earned | | | Year 1 | Year 2 | Year 3 | | | | 4.42% | 13.45% | 20.47% | 147.39% |

  72. Payments Earned Under 2021 RONCE (EBIT) Performance Measure

    | | Target Value of 2021 Long-Term Cash Incentive Award based on RONCE (EBIT) | Amount Earned as of December 31, 2023(1) | % of Target Award Opportunity Earned | | Brady M. Murphy | $625,000 | $921,172 | 147.4% | | Elijio V. Serrano | 250,000 | 368,469 | 147.4% | | Matthew J. Sanderson | 150,000 | 221,081 | 147.4% | | Timothy C. Moeller | 100,000 | 147,388 | 147.4% |

  73. Payments Earned Under 2021 RONCE (EBIT) Performance Measure

    (1) Messrs. Murphy and Serrano elected to receive a portion of the earned amounts of the 2021 LTI Cash awards in the form of RSUs that vest one-year from the date of grant, subject to continued service through such date, in lieu of cash. The number of RSUs granted to each NEO was determined by dividing the dollar amount of the portion of the earned award paid in RSUs by the closing market price for our stock on the date of grant, rounded up to the nearest whole share. The table below shows the portion of the earned amount of each award paid in cash and the portion of the earned amount of each award settled in RSUs.

  74. Payments Earned Under 2021 RONCE (EBIT) Performance Measure

    | | Total Amount of 2021 Long-Term Cash Incentive Award based on RONCE Earned | Portion of Award Paid in Cash | Portion of Award Paid in RSUs | Number of RSUs Granted | | Brady M. Murphy | $921,172 | 80.0% | 20.0% | 46,407 | | Elijio V. Serrano | 368,469 | 80.0% | 20.0% | 18,563 | | Matthew J. Sanderson | 221,081 | 100.0% | 0% | 0 | | Timothy C. Moeller | 147,388 | 100.0% | 0% | 0 |

  75. Severance Plan and Termination Payments

    Severance Plan and Termination Payments With the exception of the Change of Control Agreements described below, we do not have a defined severance plan for, or any agreement with, any NEO that would require us to make any termination payments.

  76. Employment Agreements

    Employment Agreements We have previously entered into employment agreements with Messrs. Murphy, Serrano, Sanderson, Moeller, and McNiven that are substantially identical to the form of agreement executed by most of our employees. Each agreement evidences the at-will nature of employment and does not guarantee the term of employment, which is entirely at the discretion of the Board of Directors, or otherwise set forth the salary and other compensation of the NEOs, which is established in accordance with the procedures described above.

  77. Double Trigger Change of Control Agreements

    Double Trigger Change of Control Agreements We have entered into change of control agreements ("COC Agreements") with each of our current NEOs and certain other members of our Senior Management. Each COC Agreement has an initial two-year term, with an automatic one-year extension on the second anniversary of the effective date (or any anniversary date thereafter) unless a cancellation notice is given at least 90 days prior to the expiration of the then applicable term. Under the COC Agreements, we have an obligation to provide certain benefits to each NEO upon a qualifying termination event that occurs in connection with or within two years following a “change of control” of TETRA. A qualifying termination event under the COC Agreements includes termination of the NEO’s employment by us other than for Cause (as that term is defined in the COC Agreements) or termination by the NEO for Good Reason (as that term is defined in the COC Agreements). For an overview of the specific terms and conditions of the NEOs' COC Agreements, please read the section titled "Potential Payments upon a Change of Control or Termination" below.

  78. Summary Compensation Table

    Summary Compensation Table

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Brady M. Murphy | 2023 | $683,077 | $— | $1,298,177 | $— | $3,123,070 | $6,600 | $5,110,924 | | President & CEO | 2022 | 649,615 | — | 1,275,156 | — | 3,083,611 | 6,100 | 5,014,482 | | | 2021 | 589,615 | — | 1,975,810 | — | 1,680,798 | 7,703 | 4,253,926 | | Elijio V. Serrano | 2023 | $428,654 | $— | $480,807 | $— | $1,325,352 | $10,500 | $2,245,313 | | Sr. Vice President & CFO | 2022 | 414,808 | — | 472,280 | — | 1,347,618 | 9,750 | 2,244,456 | | | 2021 | 379,038 | — | 856,683 | — | 933,777 | 3,584 | 2,173,082 | | Matthew J. Sanderson | 2023 | $445,769 | $— | $360,608 | $— | $886,231 | $11,250 | $1,703,858 | | Executive VP & CCO | 2022 | 428,700 | — | 295,176 | — | 913,917 | 10,250 | 1,648,043 | | | 2021 | 367,115 | — | 489,614 | — | 753,587 | — | 1,610,316 | | Timothy C. Moeller | 2023 | $423,654 | $— | $702,484 | $— | $663,530 | $11,250 | $1,800,918 | | Sr. Vice President | 2022 | 402,885 | — | 283,369 | — | 569,404 | 10,250 | 1,265,908 | | | 2021 | 313,077 | — | 336,819 | — | 414,835 | 2,727 | 1,067,458 | | Roy E. McNiven(5) | 2023 | $396,538 | $— | $288,484 | $— | $287,556 | $11,850 | $984,428 | | Sr. Vice President | 2022 | 124,385 | — | — | — | 109,612 | 2,567 | 236,564 |

  80. Summary Compensation Table

    (1) None of our current NEOs is a participant in the Executive Nonqualified Excess Plan; however, if an NEO were to participate in the plan, amounts shown in the “Salary” column would include amounts earned but deferred pursuant to the Executive Nonqualified Excess Plan. (2) The amounts included in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of RSUs granted under our long-term incentive plan during the fiscal years ended December 31, 2023, 2022, and 2021, in accordance with FASB ASC Topic 718. A discussion of the assumptions used in valuation of option awards granted under the TETRA equity plans may be found in “Note 13 - Equity-Based Compensation and Other” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 27, 2024. The amounts reported in the "Stock Awards" column do not include the value of the RSUs granted to Messrs. Murphy, Serrano, Sanderson, and Moeller in 2024 as settlement of a portion of annual incentive compensation earned under the CICP for 2023, the value of the RSUs granted to Messrs. Murphy and Serrano in 2024 as settlement of a portion of long-term performance-based cash incentive compensation earned under the CICP for the three-year performance period ended December 31, 2023, or the value of the RSUs granted to Messrs. Murphy, Serrano, Sanderson, and Moeller in 2023 as settlement of a portion of each NEO's annual incentive compensation earned under the CICP for 2022. (3) For Messrs. Murphy, Serrano, Sanderson, and Moeller, amounts shown in the “Non-Equity Incentive Plan Compensation” column for 2023 include the earned amounts of each NEO's annual incentive compensation under the CICP for 2023, as well as earned amounts of the long-term performance-based cash incentive compensation earned for the three-year performance period ended December 31, 2023 under our CICP. Messrs. Murphy, Serrano, Sanderson, and Moeller elected to receive a portion of their annual incentive compensation earned with respect to 2023 in RSUs that vest on the first anniversary of the date of grant, subject to continued service, as described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentives.” Messrs. Murphy and Serrano elected to receive a portion of their long-term performance-based cash incentive cash compensation earned with respect to the three-year performance period ended December 31, 2023 in RSUs that vest on the first anniversary of the date of grant, subject to continued service, as described above under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives.” (4) For 2023, the amounts reflected represent matching contributions under our 401(K) Retirement Plan. (5) Mr. McNiven was first appointed as an executive officer during 2022; compensation data for prior years is not applicable.

  81. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table discloses the actual number of TETRA RSUs granted during the fiscal year ended December 31, 2023 to each NEO, including the grant date fair value of these awards, and the threshold, target, and maximum amounts of annual cash incentives and long-term non-equity (cash) incentives granted to each NEO.

  82. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table

  83. Grants of Plan Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Grant Date | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | ($/Share) | ($) | | Brady M. Murphy | 2/22/2023 | | | | 344,344 | | | $1,298,177 | | | 2/22/2023 | $— | $875,000 | $1,750,000(3) | | | | | | | 2/22/2023 | $— | $675,000 | $1,350,000(4) | | | | | | | 2/22/2023 | $— | $675,000 | $1,350,000(4) | | | | | | Elijio V. Serrano | 2/22/2023 | | | | 127,535 | | | $480,807 | | | 2/22/2023 | $— | $435,000 | $870,000(3) | | | | | | | 2/22/2023 | $— | $250,000 | $500,000(4) | | | | | | | 2/22/2023 | $— | $250,000 | $500,000(4) | | | | | | Matthew J. Sanderson | 2/22/2023 | | | | 95,652 | | | $360,608 | | | 2/22/2023 | $— | $360,000 | $720,000(3) | | | | | | | 2/22/2023 | $— | $187,500 | $375,000(4) | | | | | | | 2/22/2023 | $— | $187,500 | $375,000(4) | | | | | | Timothy C. Moeller | 2/22/2023 | | | | 76,521 | | | $288,484 | | | 2/22/2023 | $— | $301,000 | $602,000(3) | | | | | | | 2/22/2023 | $— | $150,000 | $300,000(4) | | | | | | | 2/22/2023 | $— | $150,000 | $300,000(4) | | | | | | | 10/04/2023 | | | | 75,000 | (5) | | $414,000 | | Roy E. McNiven | 2/22/2023 | | | | 76,521 | | | $288,484 | | | 2/22/2023 | $— | $283,500 | $567,000(3) | | | | | | | 2/22/2023 | $— | $150,000 | $300,000(4) | | | | | | | 2/22/2023 | $— | $150,000 | $300,000(4) | | | | |

  84. Grants of Plan Based Awards Table

    (1) The number of shares of stock or units granted on 2/22/2023 are the RSUs granted in connection with 2023 awards of long-term incentives which vest one-third on the first anniversary of the date of grant and one-sixth every six months thereafter. (2) The dollar amount reported reflects the fair value on the date of grant in accordance with FASB ASC Topic 718. A discussion of the assumptions used in valuation of option awards granted during 2023 may be found in “Note 13 - Equity-Based Compensation and Other” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 27, 2024. (3) The non-equity incentive plan amounts granted on February 22, 2023 are the threshold, target, and maximum amounts of the annual cash incentive awards granted for 2023 performance under our CICP. The actual amounts of annual cash incentive awards earned for 2023 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. In accordance with SEC rules, the RSUs granted to our NEOs in connection with the settlement of their 2023 annual cash incentive awards are not reported herein as such RSUs were not granted until performance was certified in 2024. Such RSUs will be reported in the 2025 proxy statement. (4) The non-equity incentive plan amounts granted on February 22, 2023 are the threshold, target, and maximum amounts of the long-term cash incentives granted for the January 1, 2023 through December 31, 2025 performance period that may be paid, to the extent earned and at the Committee's discretion, in March 2026. (5) Special one-time grant to Mr. Moeller of RSUs granted on October 4, 2023, which will vest in three substantially equal installments on each of the first, second, and third anniversaries of the grant date.

  85. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows certain information regarding outstanding stock option awards and RSUs granted under the TETRA equity plans as of December 31, 2023.

  86. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table

  87. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | Stock or Unit Awards | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price(1) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Units that Have Not Vested | | | Exercisable | Unexercisable | | | | | | | | | (#) | (#) | ($/Share) | | (#) | ($) | (#) | ($) | | Brady M. Murphy | | | | | 107,895(3) | $487,685 | | | | Brady M. Murphy | | | | | 231,007(4) | $1,044,152 | | | | Brady M. Murphy | | | | | 344,344(5) | $1,556,435 | | | | Brady M. Murphy | | | | | 335,552(6) | $1,516,695 | | | | Elijio V. Serrano | 41,860 | | $11.16 | 5/20/2024 | | | | | | Elijio V. Serrano | 70,978 | | $7.15 | 5/4/2025 | | | | | | Elijio V. Serrano | 74,686 | | $7.14 | 5/2/2026 | | | | | | Elijio V. Serrano | 139,706 | | $4.51 | 2/22/2027 | | | | | | Elijio V. Serrano | 103,826 | | $3.87 | 2/22/2028 | | | | | | Elijio V. Serrano | | | | | 43,158(3) | $195,074 | | | | Elijio V. Serrano | | | | | 85,559(4) | $386,727 | | | | Elijio V. Serrano | | | | | 127,535(5) | $576,458 | | | | Elijio V. Serrano | | | | | 169,107(6) | $764,364 | | | | Matthew J. Sanderson | 66,177 | | $4.51 | 2/22/2027 | | | | | | Matthew J. Sanderson | 54,645 | | $3.87 | 2/22/2028 | | | | | | Matthew J. Sanderson | | | | | 25,895(3) | $117,045 | | | | Matthew J. Sanderson | | | | | 53,475(4) | $241,707 | | | | Matthew J. Sanderson | | | | | 95,652(5) | $432,347 | | | | Matthew J. Sanderson | | | | | 66,388(6) | $300,074 | | | | Timothy C. Moeller | 16,618 | | $4.19 | 5/4/2028 | | | | | | Timothy C. Moeller | | | | | 17,264(3) | $78,033 | | | | Timothy C. Moeller | | | | | 51,336(4) | $232,039 | | | | Timothy C. Moeller | | | | | 76,521(5) | $345,875 | | | | Timothy C. Moeller | | | | | 27,921(6) | $126,203 | | | | Timothy C. Moeller | | | | | 75,000(7) | $339,000 | | | | Roy E. McNiven | | | | | 76,521(5) | $345,875 | | |

  88. Outstanding Equity Awards at Fiscal Year End Table

    (1) Under the terms of the TETRA equity plans, the option exercise price must be greater than or equal to 100% of the closing price of the common stock on the date of grant. (2) Market value of awards granted under the TETRA equity plans is determined by multiplying the number of shares of stock that have not vested by $4.52, the closing price of our common stock on December 29, 2023. (3) One-third of the RSUs granted on February 17, 2021 vested on February 17, 2022; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2022 and the award will become fully vested in February of 2024. (4) One-third of the RSUs granted on February 21, 2022 vested on February 21, 2023; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2023 and the award will become fully vested in February of 2025. (5) One-third of the RSUs granted on February 22, 2023 vested on February 22, 2024; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2024 and the award will become fully vested in February of 2026. (6) These amounts relate to the RSUs granted in lieu of cash under our CICP at the election of certain of our NEOs on March 6, 2023, which became fully vested on March 6, 2024. (7) One-third of the RSUs granted on October 4, 2023 will vest on the first, second, and third anniversaries of the grant date and will become fully vested in October of 2026.

  89. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding TETRA stock options and stock awards exercised and vested, respectively, under the TETRA equity plans by each of our NEOs during the fiscal year ended December 31, 2023.

  90. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  91. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) | (#) | ($) | | Brady M. Murphy | — | $— | 536,323 | $2,319,634 | | Elijio V. Serrano | — | $— | 207,346 | $897,043 | | Matthew J. Sanderson | — | $— | 140,455 | $601,270 | | Timothy C. Moeller | — | $— | 94,306 | $410,338 | | Roy E. McNiven | — | $— | — | $— |

  92. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table discloses contributions, earnings, and balances for each of the NEOs under the TETRA Technologies, Inc. Executive Nonqualified Excess Plan, as of December 31, 2023. None of our current NEOs participates in this plan.

  93. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table

  94. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | | ($) | ($) | ($) | ($) | ($) | | Brady M. Murphy | $— | $— | $— | $— | $— | | Elijio V. Serrano | — | — | — | — | — | | Matthew J. Sanderson | — | — | — | — | — | | Timothy C. Moeller | — | — | — | — | — | | Roy E. McNiven | — | — | — | — | — |

  95. Nonqualified Deferred Compensation Table

    The Executive Nonqualified Excess Plan is an unfunded deferred compensation plan pursuant to which the NEOs and non-employee directors may elect to participate. The NEOs may elect to defer up to 100% of their base salary and performance-based cash incentive compensation. Deferral elections as to annual base salary are due by mid-December and are effective as of January 1 of the succeeding year. Deferral elections for cash incentive compensation may be made in the December enrollment period, or in a mid-year enrollment period. Deferrals are held for each participant in separate individual accounts in a rabbi trust. Deferred amounts are credited with earnings or losses depending upon the participant’s deemed investment elections from among hypothetical investment election options which are made available. All hypothetical investments are our unfunded obligations. Deferral contributions made by the participant and earnings credited to such contributions are 100% vested. A deferral period and payment date must be irrevocably specified at election for each deferral. In-service distributions may not be withdrawn until two years following the participant’s initial enrollment. Notwithstanding the participant’s deferral election, the participant will receive distribution of his deferral account upon termination of employment or service, as applicable, or upon disability or death. Hardship withdrawals are permitted for unforeseeable emergencies. In the event the Executive Nonqualified Excess Plan is terminated within twelve months of a change in control, the deferred amounts will become payable to each participant.

  96. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control As of the date of this Proxy Statement, we do not have a defined severance plan for, or any agreement with, any NEO that would require us to make any termination payments. We have previously entered into employment agreements with each of our NEOs that are substantially identical to the form of agreement executed by all of our employees. These agreements evidence the at-will nature of employment, and do not guarantee term of employment, salary, severance or change in control payments. In addition, we have entered into COC Agreements with each of our NEOs and other members of our Senior Management. The COC Agreements have an initial two-year term, with an automatic one-year extension on the second anniversary of the effective date (or any anniversary date thereafter) unless a cancellation notice is given at least 90 days prior to the expiration of the then applicable term. Under the COC Agreements, we have an obligation to provide certain benefits to each NEO upon a qualifying termination event that occurs in connection with or within two years following a “change of control” of TETRA. A qualifying termination event under the COC Agreements includes termination of the NEO's employment by us other than for Cause (as that term is defined in the COC Agreements) or termination by the NEO for Good Reason (as that term is defined in the COC Agreements). For purposes of the COC Agreements, the following terms generally mean: •“Cause” means a willful breach in any material respect, a conviction (or plea of guilty or nolo contendere) by a court for any felony, or with respect to employment, for a crime involving fraud, embezzlement, dishonesty, or moral turpitude, a failure to substantially follow the reasonable and lawful written instructions or policies of the Board of Directors or us, the willful failure to render material services to us, which results in a material neglect of duties. •“Good Reason” means an occurrence of any of the following without the NEO’s written consent: (i) a material diminution in authority, duties, or responsibilities; (ii) a material diminution in base salary, target annual or long-term bonus opportunity, or employee benefits; (iii) a required relocation of more than 50 miles; (iv) our failure to obtain an assumption of the COC Agreements by any successor entity; or, (iv) any other action or inaction that constitutes a material breach by us. •“Change of Control” will be deemed to have occurred upon any of the following events: (i) any person other than us and certain related entities acquiring beneficial ownership of more than 50% of our outstanding shares; (ii) the consummation of a merger or other business combination or reorganization other than a merger or other business transaction that results in our stockholders prior to any such change owning more than 50% of the voting securities of the surviving entity; (iii) the consummation of the sale or disposition by us of substantially all of our assets, unless such sale or disposition results in our stockholders prior to such sale owning more than 50% of the voting securities of the acquiror; (iv) the approval by our stockholders of a plan of complete liquidation or dissolution; or, (v) the individuals that constitute a majority of our Board of Directors cease for any reason to constitute a majority of our Board of Directors. Under the COC Agreements, if a qualifying termination event occurs in connection with or within two years following a change of control, we have an obligation to pay to each NEO the following cash severance amounts: (i)(A) an amount equal to the NEO's earned but unpaid Annual Bonus (as that term is defined in the COC Agreement) attributable to the immediately preceding calendar year and earned but unpaid Long Term Bonus (as that term is defined in the COC Agreement) attributable to the performance period ended as of the end of the immediately preceding calendar to the extent such amounts would have been paid to the NEO had the NEO remained employed by us, and in each case only to the extent the performance goals for each such bonus were achieved for the respective performance period, plus (B) the NEO's prorated target Annual Bonus for the current year, plus (C) an amount equal to the NEO's target Long Term Bonus for each outstanding award; plus (ii) the product of 2.99, in the case of Mr. Murphy, or 2, in the case of the other NEOs, times the sum of the NEO's Base Salary and target Annual Bonus amount for the year in which the qualifying termination event occurs; plus (iii) an amount equal to the aggregate premiums and any administrative fees applicable to the NEO due to an election of continuation of coverage that the NEO would be required to pay if the NEO elected to continue medical and dental benefits under our group health plan for the NEO and the NEO’s eligible dependents without subsidy from us for a period of two years (or in the case of Mr. Murphy, three years) following the date of a qualifying termination of the NEO's employment. The Agreement also provides for full acceleration of any outstanding stock options, RSUs, and other stock-based awards upon a qualifying termination of the NEO's employment to the extent permitted under the applicable plan. All payments and benefits due under the COC Agreement are conditioned upon the execution and non-revocation by the NEO of a release for our benefit. All payments under the COC Agreement are subject to reduction as may be necessary to avoid exceeding the amount allowed under Section 280G of the Internal Revenue Code of 1986, as amended. The COC Agreements also contain certain confidentiality provisions and related restrictions applicable to the NEOs. In addition to restrictions upon improper disclosure and use of Confidential Information (as defined in the COC Agreement), each NEO agrees that for a period of two years following a termination of employment for any reason, such NEO will not solicit our employees or otherwise engage in a competitive business with us as more specifically set forth in the COC Agreement. Such obligations are only applicable to the NEO if he receives the severance benefits described above. Under the TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, Third Amended and Restated 2011 Long Term Incentive Compensation Plan, and the 2018 Plan (collectively, the “TETRA Equity Plans”), the Human Capital Management and Compensation Committee of our Board of Directors may accelerate the vesting of stock options, RSUs, and other equity-based awards held by plan participants at its sole discretion. The following table quantifies the potential payments to NEOs who were employed by us as of December 31, 2023, under the contracts, agreements or plans discussed above in various scenarios involving a change of control or termination of employment, assuming a December 31, 2023 termination date. In addition to the amounts reflected in the table, the NEOs would receive upon termination any salary earned through December 31, 2023, and any benefits they would otherwise be entitled to under our 401(k) Plan and Executive Nonqualified Excess Plan.

  97. Potential Payments upon Termination or Change of Control Table

    Potential Payments upon Termination or Change of Control Table

  98. Potential Payments upon Termination or Change of Control Table

    | Name | Cash Severance Payment(1) | Bonus Payment(2) | Accelerated Exercisability of Unvested Options(3) | Accelerated Vesting of Shares or Units(3) | Continuation of Health Benefits | Total | | Brady M. Murphy | | | | | | | | Death/disability | $— | $— | $— | $4,604,967 | $— | $4,604,967 | | Retirement | — | — | — | 4,604,967 | — | 4,604,967 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 4,709,250 | 4,825,000 | — | 4,604,967 | 65,638 | 14,204,855 | | Elijio V. Serrano | | | | | | | | Death/disability | $— | $— | $— | $1,922,623 | $— | $1,922,623 | | Retirement | — | — | — | 1,922,623 | — | 1,922,623 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,740,000 | 1,935,000 | — | 1,922,623 | 30,432 | 5,628,055 | | Matthew J. Sanderson | | | | | | | | Death/disability | $— | $— | $— | $1,091,173 | $— | $1,091,173 | | Retirement | — | — | — | 1,091,173 | — | 1,091,173 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,620,000 | 1,347,500 | — | 1,091,173 | 40,232 | 4,098,905 | | Timothy C. Moeller | | | | | | | | Death/disability | $— | $— | $— | $1,121,150 | $— | $1,121,150 | | Retirement | — | — | — | 1,121,150 | — | 1,121,150 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,462,000 | 1,101,000 | — | 1,121,150 | 33,116 | 3,717,266 | | Roy E. McNiven | | | | | | | | Death/disability | $— | $— | $— | $345,875 | $— | $345,875 | | Retirement | — | — | — | 345,875 | — | 345,875 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,377,000 | 583,500 | — | 345,875 | 43,758 | 2,350,133 |

  99. Potential Payments upon Termination or Change of Control Table

    (1) Amounts shown are a multiple of base salary plus target annual cash bonus, as provided under the terms of the COC Agreements. (2) Includes prorated (through December 31, 2023) target annual cash incentive for the 2023 performance period and target long-term cash incentives for the three-year performance periods ended December 31, 2023, 2024, and 2025. (3) The TETRA Equity Plans allow acceleration upon death, disability or retirement at the discretion of the Human Capital Management and Compensation Committee. Under our COC Agreements, acceleration would occur upon a qualifying termination of employment within two years following a change of control. The value of accelerated vesting of options and stock appreciation rights is calculated by subtracting the exercise price of outstanding awards from $4.52, the closing price of our common stock on December 29, 2023; however, as there are no unvested stock options or stock appreciation rights, no values are shown. The value of accelerated vesting of RSUs is based on the closing market price of our common stock on December 29, 2023, which was $4.52.

  100. CEO Pay Ratio

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, requires us to disclose the annual total compensation of Mr. Murphy, our CEO, and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For 2023:

  101. CEO Pay Ratio

    | •Median employee’s total compensation | $95,024 | | •Mr. Murphy’s total annual compensation | $5,110,924 | | •Ratio of CEO to median employee compensation | 53.8 : 1 |

  102. CEO Pay Ratio

    We used a consistently applied compensation measure to identify the median of the annual total compensation of all of our employees, and to determine the annual total compensation of our CEO. To make them comparable, salaries for newly hired employees who had worked less than a year were annualized, and the target annual bonus amount was applied to their total compensation measure. To identify the median of the annual total compensation of all employees and the median employee’s compensation, we took the following steps: •We determined that our employee population as of December 31, 2023 consisted of 1,479 full- and part-time employees located in 13 countries (we do not have temporary or seasonal workers). •We selected December 31, 2023 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. •For our international employees paid in their local currency, we converted each such employee’s total annual compensation as of December 31, 2023 to U.S. dollars; however, we did not make any cost-of-living adjustment with respect to any of our U.S. or international employees. The CEO pay ratio reported above is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, and adjustments, as well as significantly varying workforce structures, CEO pay ratios reported by other companies are not likely to be comparable to our CEO pay ratio.

  103. Pay vs. Performance

    Pay vs. Performance Item 402(v) of Regulation S-K requires us to disclose compensation actually paid to our CEO and average compensation actually paid to our other NEOs, our cumulative TSR and the weighted cumulative TSR of our compensation peer group, our annual net income, and adjusted EBITDA, each for the fiscal years ended December 31, 2023, 2022, 2021, and 2020. In this section we refer to certain non-GAAP measures that are used in our compensation decisions. Please refer to Appendix A of this Proxy Statement for information regarding these measures. Amounts included in parenthesis in the below tables indicate negative value.

  104. Pay vs. Performance

    | Year(1) | SCT Total Compensation for CEO(2) | Compensation Actually Paid to CEO(3) | Average SCT Compensation for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs(3) | Value of Initial $100 Fixed Investment Based on: | | Net Income | Adjusted EBITDA(5) | | | | | | | Cumulative TSR | Peer Group Cumulative TSR(4) | | | | 2023 | $5,110,924 | $6,192,374 | $1,683,630 | $1,891,382 | $230.61 | $59.61 | $25,784,000 | $106,834,000 | | 2022 | 5,014,482 | 6,244,365 | 1,510,964 | 1,702,800 | 176.53 | 96.40 | 7,839,000 | 78,111,000 | | 2021 | 4,253,926 | 6,787,743 | 1,394,934 | 1,892,519 | 140.82 | 69.43 | 103,333,000 | 50,050,000 | | 2020 | 1,915,532 | 412,323 | 655,236 | 314,315 | 43.88 | 53.89 | (51,143,000) | 49,137,000 |

  105. Pay vs. Performance

    (1) The following table provides the name of the CEO and each NEO included in the compensation amounts above in 2023, 2022, 2021, and 2020:

  106. Pay vs. Performance

    | | 2023 | 2022 | 2021 | 2020 | | Chief Executive Officer (CEO) | Brady M. Murphy | Brady M. Murphy | Brady M. Murphy | Brady M. Murphy | | Other NEOs | Elijio V. Serrano | Elijio V. Serrano | Elijio V. Serrano | Elijio V. Serrano | | | Matthew J. Sanderson | Matthew J. Sanderson | Matthew J. Sanderson | Matthew J. Sanderson | | | Timothy C. Moeller | Timothy C. Moeller | Timothy C. Moeller | Timothy C. Moeller | | | Roy E. McNiven | Richard D. O’Brien | Jacek M. Mucha | Richard D. O’Brien | | | | | | Bass C. Wallace, Jr. |

  107. Pay vs. Performance

    (2) The amounts reported are the amounts of total compensation reported for our CEO and the average amounts of total compensation reported for our other NEOs for each corresponding year in the Summary Compensation Table on page 60. (3) The amounts reported represent the amounts of “compensation actually paid” to our CEO and “average compensation actually paid” to our other NEOs, as calculated in accordance with Item 402(v) of SEC Regulation S-K. The amounts reported do not reflect the actual amount of compensation earned by or paid to our CEO or other NEOs during any applicable year. TETRA has not historically paid dividends on its common stock, therefore, there are no accrued but unpaid dividends on any of the company’s outstanding equity awards, including outstanding equity awards held by our NEOs. In accordance with the requirements of Item 402(v) of SEC Regulation S-K the following adjustments were made to our CEO’s compensation and the average of our other NEOs’ compensation as reported in the Summary Compensation Table for each year:

  108. Pay vs. Performance

    | Adjustments | 2023 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2023 | $(1,298,177) | $(458,096) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2023 that remain unvested as of year-end 2023, determined as of 12/31/2023 | 1,556,435 | 509,889 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2023, determined based on change in ASC 718 Fair Value from 12/31/2022 to 12/31/2023 | 359,236 | 73,322 | | Increase/deduction for awards granted during prior fiscal years that vested during 2023, determined based on change in ASC 718 Fair Value from 12/31/2022 to Vesting Date | 463,956 | 94,740 | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2023, determined as of 12/31/2022 | — | (12,103) | | Total Adjustments | $1,081,450 | $207,752 |

  109. Pay vs. Performance

    | Adjustments | 2022 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2022 | $(1,275,156) | $(285,344) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2022 that remain unvested as of year-end 2022, determined as of 12/31/2022 | 1,598,565 | 357,714 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2022, determined based on change in ASC 718 Fair Value from 12/31/2021 to 12/31/2022 | 256,191 | 58,988 | | Increase/deduction for awards granted during prior fiscal years that vested during 2022, determined based on change in ASC 718 Fair Value from 12/31/2021 to Vesting Date | 650,283 | 89,026 | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2022, determined as of 12/31/2021 | — | (28,548) | | Total Adjustments | $1,229,883 | $191,836 |

  110. Pay vs. Performance

    | Adjustments | 2021 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2021 | $(1,975,810) | $(471,773) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2021 that remain unvested as of year-end 2021, determined as of 12/31/2021 | 1,838,522 | 409,071 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2021, determined based on change in ASC 718 Fair Value from 12/31/2020 to 12/31/2021 | 1,445,018 | 208,955 |

  111. Pay vs. Performance

    | Adjustments | 2021 | | | | CEO | Average of Other NEOs | | Increase/deduction for awards granted during prior fiscal years that vested during 2021, determined based on change in ASC 718 Fair Value from 12/31/2020 to Vesting Date | 1,226,087 | 351,332 | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2021, determined as of 12/31/2020 | — | — | | Total Adjustments | $2,533,817 | $497,585 |

  112. Pay vs. Performance

    | Adjustments | 2020 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2021 | $(1,286,609) | $(266,834) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2020 that remain unvested as of year-end 2020, determined as of 12/31/2020 | 734,150 | 154,059 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2020, determined based on change in ASC 718 Fair Value from 12/31/2019 to 12/31/2020 | (763,920) | (129,725) | | Increase/deduction for awards granted during prior fiscal years that vested during 2020, determined based on change in ASC 718 Fair Value from 12/31/2019 to Vesting Date | (186,830) | (96,153) | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2020, determined as of 12/31/2019 | — | (2,269) | | Total Adjustments | $(1,503,209) | $(340,922) |

  113. Pay vs. Performance

    (4) The following tables list the companies that comprised the Compensation Peer Group in 2023, 2022, 2021, and 2020:

  114. Pay vs. Performance

    | Companies Included in the 2023 Compensation Peer Group(a) | | | Aris Water Solutions, Inc. | Nine Energy Service, Inc. | | Core Laboratories N.V. | Newpark Resources, Inc. | | Dril-Quip Inc. | Oil States International, Inc. | | Forum Energy Technologies, Inc. | Ranger Energy Services, Inc. | | Flotek Industries, Inc. | Mammoth Energy Services, Inc. | | Hawkins Inc. | Select Energy Services, Inc. | | KLX Energy Services Holdings, Inc. | Expro Group Holdings N.V. | | National Energy Services Reunited | |

  115. Pay vs. Performance

    | Companies Included in the 2022 Compensation Peer Group(a) | | | Core Laboratories N.V. | Expro Group Holdings N.V. | | Flotek Industries, Inc. | Forum Energy Technologies, Inc. | | Mammoth Energy Services, Inc. | Newpark Resources, Inc. | | National Energy Services Reunited | Nine Energy Service, Inc. | | Oil States International, Inc. | Patterson-UTI Energy, Inc. | | Precision Drilling Corporation | Ranger Energy Services, Inc. | | RPC, Inc. | Select Energy Services, Inc. | | Tidewater, Inc. | U.S. Silica Holdings, Inc. | | U.S. Well Services, Inc. | |

  116. Pay vs. Performance

    | Companies Included in the 2021 Compensation Peer Group(a) | | | Archrock, Inc. | ChampionX Corporation | | Exterran Corporation | Forum Energy Technologies, Inc. | | Liberty Oilfield Services Inc. | Newpark Resources, Inc. | | Oil States International, Inc. | Patterson-UTI Energy, Inc. |

  117. Pay vs. Performance

    | Companies Included in the 2021 Compensation Peer Group(a) | | | Precision Drilling Corporation | RPC, Inc. | | Select Energy Services, Inc. | USA Compression Partners, LP |

  118. Pay vs. Performance

    | Companies Included in the 2020 Compensation Peer Group(a) | | | Apergy Corporation | Diamond Offshore Drilling, Inc. | | Forum Energy Technologies, Inc. | FTS International, Inc. | | Hunting PLC | Newpark Resources, Inc. | | Noble Corporation PLC | Oil States International, Inc. | | RPC, Inc. | Select Energy Services, Inc. | | USA Compression Partners, LP | |

  119. Pay vs. Performance

    (a) The following tables show changes in each year’s peer group compared to the immediately preceding year, the reasons for such changes, and a comparison of our cumulative TSR with that of both the newly selected peer group and the peer group in the immediately preceding fiscal year:

  120. Pay vs. Performance

    | Companies Included in the 2023 Peer Group & Changes vs. 2022 Peer Group | | | | Company | Reason for Change | Comparison of TETRA’s Cumulative TSR with that of both the Newly Selected 2023 Peer Group and the 2022 Peer Group | | Aris Water Solutions, Inc. | Added based on similarity of service offerings and comparable size. | TETRA Cumulative TSR as of 12/31/2023: $230.61 Cumulative TSR of Newly Selected 2023 Peer Group as of 12/31/2023: $59.61 Cumulative TSR of 2022 Peer Group as of 12/31/2023: $83.04 | | Core Laboratories N.V. | No change. | | | Dril-Quip Inc. | Added based on similarity of service offerings and comparable size. | | | Expro Group Holdings N.V. | No change. | | | Forum Energy Technologies, Inc. | No change. | | | Flotek Industries, Inc. | No change. | | | Hawkins Inc. | Added based on similarity of service offerings and comparable size. | | | KLX Energy Services Holdings | Added based on similarity of service offerings and comparable size. | | | Mammoth Energy Services, Inc. | No change. | | | National Energy Services Reunited | No change. | | | Nine Energy Service, Inc. | No change. | | | Newpark Resources, Inc. | No change. | | | Oil States International, Inc. | No change. | | | Patterson-UTI Energy, Inc. | Removed due to lack of size comparability. | | | Precision Drilling Corporation | Removed due to lack of size comparability. | | | Ranger Energy Services, Inc. | No change. | | | RPC, Inc. | Removed due to lack of size comparability. | | | Select Energy Services, Inc. | No change. | | | Tidewater, Inc. | Removed in favor of companies with more similar service offerings. | | | U.S. Silica Holdings, Inc. | Removed in favor of companies with more similar service offerings. | | | U.S. Well Services, Inc. | Removed to due acquisition in November 2022. | |

  121. Pay vs. Performance

    | Companies Included in the 2022 Peer Group & Changes vs. 2021 Peer Group | | | | Company | Reason for Change | Comparison of TETRA’s Cumulative TSR with that of both the Newly Selected 2022 Peer Group and the 2021 Peer Group | | Archrock, Inc. | Removed due to our sale of the CSI Compressco LP subsidiary in 2021 (compression was no longer a comparable service offering). | TETRA Cumulative TSR as of 12/31/2022: $176.53 Cumulative TSR of Newly Selected 2022 Peer Group as of 12/31/2022: $96.40 Cumulative TSR of 2021 Peer Group as of 12/31/2022: $114.27 | | ChampionX Corporation | Removed due to lack of size comparability. | | | Core Laboratories N.V. | Added based on similarity of service offerings and comparable size. | | | Exterran Corporation | Removed due to our sale of the CSI Compressco LP subsidiary in 2021 (compression was no longer a comparable service offering). | | | Expro Group Holdings N.V. | No change. | | | Flotek Industries, Inc. | Added based on similarity of service offerings and comparable size. | | | Forum Energy Technologies, Inc. | No change. | | | Liberty Oilfield Services Inc. | Removed in favor of companies with more similar service offerings. | | | Mammoth Energy Services, Inc. | Added based on similarity of service offerings and comparable size. | | | National Energy Services Reunited | Added based on similarity of service offerings and comparable size. | | | Newpark Resources, Inc. | No change. | | | Nine Energy Service, Inc. | Added based on similarity of service offerings and comparable size. | | | Oil States International, Inc. | No change. | | | Patterson-UTI Energy, Inc. | No change. | | | Precision Drilling Corporation | No change. | | | Ranger Energy Services, Inc. | Added based on similarity of service offerings and comparable size. | | | RPC, Inc. | No change. | | | Select Energy Services, Inc. | No change. | | | Tidewater, Inc. | Added based on similarity of service offerings and comparable size. | | | U.S. Silica Holdings, Inc. | Added based on similarity of service offerings and comparable size. | | | U.S. Well Services, Inc. | Added based on similarity of service offerings and comparable size. | | | USA Compression Partners, LP | Removed due to our sale of the CSI Compressco LP subsidiary in 2021 (compression was no longer a comparable service offering). | |

  122. Pay vs. Performance

    | Companies Included in the 2021 Peer Group & Changes vs. 2020 Peer Group | | | | Company | Reason for Change | Comparison of TETRA’s Cumulative TSR with that of both the Newly Selected 2021 Peer Group and the 2020 Peer Group | | Apergy Corporation | Removed due to merger with ChampionX in 2020. | TETRA Cumulative TSR as of 12/31/2021: $140.82 Cumulative TSR of Newly Selected 2021 Peer Group as of 12/31/2021: $69.43 Cumulative TSR of 2020 Peer Group as of 12/31/2021: $43.88 | | Archrock, Inc. | Added based on similarity of service offerings and comparable size. | | | ChampionX Corporation | Added based on similarity of service offerings and comparable size. | | | Diamond Offshore Drilling, Inc. | Removed due to April 2020 delisting. | | | Exterran Corporation | Added based on similarity of service offerings and comparable size. | | | Forum Energy Technologies, Inc. | No change. | | | FTS International, Inc. | Removed due to lack of size comparability. | | | Hunting PLC | Removed due to lack of geographical comparability. | | | Liberty Oilfield Services Inc. | Added based on similarity of service offerings and comparable size. | | | Newpark Resources, Inc. | No change. | | | Noble Corporation PLC | Removed due to mid-year 2020 bankruptcy. | | | Oil States International, Inc. | No change. | | | Patterson-UTI Energy, Inc. | Added based on similarity of service offerings and comparable size. | | | Precision Drilling Corporation | Added based on similarity of service offerings and comparable size. | | | RPC, Inc. | No change. | | | Select Energy Services, Inc. | No change. | | | USA Compression Partners, LP | No change. | |

  123. Pay vs. Performance

    (5) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, impairments, and certain non-cash charges, non-recurring adjustments and discontinued operations. Compensation Actually Paid vs. Total Shareholder Return. TETRA’s cumulative TSR significantly outperformed our peers in this four-year period, as illustrated by the following graph: Compensation Actually Paid vs. Net Income. Changes in compensation actually paid to our CEO and average compensation actually paid to our other NEOs align directionally with changes in net income from 2020 through 2023, as illustrated by the following graph: Compensation Actually Paid vs. Adjusted EBITDA. Increases in compensation actually paid to our CEO and average compensation actually paid to our other NEOs in 2021 (compared to 2020) precede increases in adjusted EBITDA in 2022 and 2023, as illustrated by the following graph: The following financial performance measures represent the most important financial performance measures used to link compensation actually paid to each NEO and our company performance for 2023:

  124. Pay vs. Performance

    | Adjusted EBITDA | | RONCE (EBIT) | | Revenues | | Adjusted Free Cash Flow | | Adjusted EBITDA Margins | | RTSR |

  125. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  126. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION |

  127. DIRECTOR COMPENSATION

    The general policy of the Board is that compensation for our non-employee directors should be a mix of cash and equity, with the majority of compensation provided in the form of equity. The 2023 annual compensation for non-employee directors consisted of the elements shown in the below table:

  128. DIRECTOR COMPENSATION

    | | Board Fees | | | | | Non-Employee Directors except Chairman of the Board | $90,000 Annual Retainer (1) | $110,000 Annual Equity Award Value (2) | | | Non-Executive Chairman | $150,000 Annual Retainer (1) | $150,000 Annual Equity Award Value (2) | | | Committee Fees | | | | | | Committee Chair Annual Retainers | •$20,000 - Audit Committee (3) •$15,000 - Human Capital Management and Compensation Committee (3) •$15,000 - Nominating, Governance and Sustainability Committee (3) | | | Other | •All non-employee directors are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board or its committees and related activities, including director education courses and materials | | | | | •Directors who are also our officers or employees do not receive any compensation for duties performed as directors | | | (1) Paid in cash in monthly installments (2) All director awards are granted in RSUs using the 20-day average closing stock price through the date prior to the grant date, with 100% of the award vesting on the one-year anniversary of the grant date, generally subject to continued service through such vesting date. Annual awards are granted in conjunction with TETRA’s Annual Stockholder Meeting (3) Paid in cash in quarterly installments | | | |

  129. DIRECTOR COMPENSATION

    On May 24, 2023, (i) each non-employee director as of that date, excluding Mr. Glick, received an award of 39,091 RSUs with an aggregate grant date fair market value of $112,582 and (ii) Mr. Glick received an award of 53,305 RSUs with a grant date fair value of $153,518. One hundred percent of the RSUs so awarded will vest on the one-year anniversary of the grant date (May 24, 2024). It is anticipated that future compensation arrangements approved by the Board of Directors will include awards of RSUs to each non-employee director on an annual basis, to be awarded in conjunction with our annual meeting of stockholders held in May of each year. Under the Executive Nonqualified Excess Plan, each director may elect to defer the receipt of up to 100% of the cash compensation paid to such director by making an irrevocable deferral election. Deferred amounts are credited with earnings or losses depending on the participant’s deemed investment elections from among hypothetical investment election options which are made available. All hypothetical investments are our unfunded obligations. Deferral contributions made by the participant and earnings credited to such contributions are 100% vested. Under the TETRA Technologies, Inc. Non-Employee Director Deferred Compensation Plan (the “Non-Employee Director Deferred Compensation Plan”) adopted in December 2023, each director may defer the receipt of all of the shares of common stock and dividend equivalents accrued thereon that would otherwise be issuable upon settlement of an RSU until the earlier of: (i) a Change in Control of the Company (as defined in the Non-Employee Director Deferred Compensation Plan), or (ii) the date such director ceases to serve on our Board of Directors. Deferrals are treated as though invested in our common stock and earn dividend equivalents based on the closing price of our common stock when such dividends are declared. Distributions of a director’s deferred amounts shall be in shares of common stock or cash, or a combination thereof, in the discretion of the Committee. All deferrals pursuant to the Non-Employee Director Deferred Compensation Plan are considered unfunded obligations of the Company.

  130. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our non-employee directors during the fiscal year ended December 31, 2023.

  131. Director Compensation Table

    Director Compensation Table

  132. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | | $ | $ | $ | | Mark E. Baldwin | $110,000 | $112,582 | $222,582 | | Thomas R. Bates, Jr. | 105,000 | 112,582 | 217,582 | | Christian A. Garcia | 54,435 | 112,582 | 167,017 | | John F. Glick | 150,000 | 153,518 | 303,518 | | Gina Luna | 105,000 | 112,582 | 217,582 | | Sharon B. McGee | 90,000 | 112,582 | 202,582 | | Shawn D. Williams | 90,000 | 112,582 | 202,582 |

  133. Director Compensation Table

    (1) On May 24, 2023, (i) each non-employee director as of that date, excluding Mr. Glick, was awarded 39,091 RSUs with a FASB ASC Topic 718 value of $2.88 per share and (ii) Mr. Glick was awarded 53,305 RSUs with a FASB ASC Topic 718 value of $2.88 per share. One hundred percent of such RSUs will vest on the one-year anniversary of the grant date. Each non-employee director, other than Mr. Glick, held 39,091 unvested RSUs as of December 31, 2023 and Mr. Glick held 53,305 unvested RSUs as of December 31, 2023.

  134. Director Compensation Table

    | BENEFICIAL STOCK OWNERSHIP OF CERTAIN STOCKHOLDERS AND MANAGEMENT |

  135. Director Compensation Table

    The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 31, 2023, with respect to each person that beneficially owns five percent (5%) or more of our common stock, and as of March 25, 2024 with respect to (i) our directors; (ii) our Named Executive Officers; and (iii) our directors, director nominees, and executive officers as a group.

  136. Director Compensation Table

    | Name and Business Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | | 5% Stockholders: | | | | BlackRock Inc. | 11,269,705(1) | 8.70% | | The Vanguard Group, Inc. | 7,520,276(2) | 5.78% | | Fuller & Thaler Asset Management, Inc. | 7,235,696(3) | 5.56% | | Directors, Director Nominees, and NEOs: | | | | Mark E. Baldwin | 307,919(4) | * | | Thomas R. Bates, Jr | 505,373(4) | * | | John F. Glick | 474,165(5) | * | | Christian A. Garcia | 39,091(4) | * | | Angela D. John | 5,160(6) | * | | Gina A. Luna | 287,147(4) | * | | Sharon B. McGee | 73,059(4) | * | | Roy E. McNiven | 35,444 | * | | Brady M. Murphy | 2,186,043 | 1.67% | | Shawn D. Williams | 99,444(4) | * | | Timothy C. Moeller | 308,092(7) | * | | Matthew J. Sanderson | 711,415(8) | * | | Elijio V. Serrano | 1,713,703(9) | 1.31% | | All Executive Officers, Directors, and Director Nominees as a Group (16 persons) | 7,640,146(10) | 5.83% |

  137. Director Compensation Table

    * Less than 1% (1) Pursuant to Schedule 13G/A dated January 25, 2024, BlackRock, Inc., 50 Hudson Yards, New York, New York, 10001, has sole dispositive power with respect to 11,269,705 shares of our common stock, and sole voting power with respect to 11,057,435 shares of our common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of our common stock and no one person’s interest in our common stock is more than 5% of the total outstanding shares. (2) Pursuant to Schedule 13G dated February 13, 2024, The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, Pennsylvania 19355, has sole dispositive power with respect to 7,173,024 shares of our common stock, shared dispositive power with respect to 347,252 shares of our common stock, and shared voting power with respect to 237,332 shares of our common stock. The Vanguard Group, Inc.’s clients, including companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of our common stock. (3) Pursuant to Schedule 13G/A dated February 12, 2024, Fuller & Thaler Asset Management, Inc., 411 Borel Avenue, Suite 300, San Mateo, California 94402, has sole dispositive power with respect to 7,235,696 shares of our common stock and sole voting power with respect to 7,104,498 shares of our common stock. Fuller & Thaler Asset Management, Inc. is deemed to be the beneficial owner of the number of common shares reported pursuant to separate arrangements whereby it acts as investment advisor to certain persons. Each person for whom Fuller & Thaler Asset Management, Inc. acts as investment advisor has the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of our common stock. (4) Includes 39,091 RSUs vesting within 60 days of the record date. (5) Includes 53,305 RSUs vesting within 60 days of the record date. (9) Includes 431,046 shares subject to options exercisable within 60 days of the record date. (10) Includes 550,388 shares subject to options directly held and 5,732 shares subject to options indirectly held by a spouse exercisable within 60 days of the record date, and 292,011 RSUs vesting within 60 days of the record date.