DEF 14A of Tetra Technologies Inc, Apr 24, 2025

DEF 14A of Tetra Technologies Inc

Filed Apr 24, 2025 · FY20240000844965-25-000023

Open on EDGAR

  1. Snapshot of 2025 Director Nominees

    Snapshot of 2025 Director Nominees Our director nominees exhibit an effective mix of experience and perspective. The following chart summarizes the independence and tenure of our director nominees.

  2. Snapshot of 2025 Director Nominees

    | Independence | Tenure | | | |

  3. Snapshot of 2025 Director Nominees

    | | | | | | Thomas R. Bates, Jr. | Christian A. Garcia | John (“Jay”) F. Glick Board Chair | Angela D. John | | | | | | | Sharon B. McGee | Brady M. Murphy Chief Executive Officer | Julia A. Sloat | Shawn D. Williams |

  4. Snapshot of 2025 Director Nominees

    | 2025 Nominees | Tenure | Independent | Committee Memberships | | | Other Public | | | (years) | | Audit | HCMCC | NGSC | Directorships | | Thomas R. Bates, Jr. | 13 | • | | C | | 2 | | Christian A. Garcia *(1) | 2 | • | | | | 3 | | John (“Jay”) F. Glick | 11 | • | Ex-Officio Member of all committees | | | 0 | | Angela D. John | 1 | • | | | | 1 | | Sharon B. McGee | 3 | • | | | C | 0 | | Brady M. Murphy | 6 | CEO | | | | 0 | | Julia A. Sloat* | New Nominee | • | | | | 1 | | Shawn D. Williams | 4 | • | | | | 1 |

  5. Snapshot of 2025 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 Audit Committee following the Annual Meeting | |

  6. Snapshot of 2025 Director Nominees

    Summary Board Matrix: Our director nominees’ primary skills and experience are highlighted in the following matrix. The matrix is intended as a high-level summary of key skills and not an exhaustive list of each director’s skills or contributions to our Board.

  7. Snapshot of 2025 Director Nominees

    | | Bates | Garcia | Glick | John | McGee | Murphy | Sloat | Williams | Totals | | Current/Former C-Suite Executive | ● | ● | ● | | | ● | ● | ● | 6 | | Operating Experience | ● | | ● | ● | ● | ● | ● | ● | 7 | | Traditional/Transitional Energy Experience | ● | ● | ● | ● | ● | ● | ● | | 7 | | Industrials/Specialty Materials/Chemicals Experience | | ● | ● | | ● | ● | | ● | 5 | | Strategic Growth/Market Expansion | | | ● | ● | ● | ● | ● | | 5 | | Finance/Accounting/Capital Markets | ● | ● | | | ● | | ● | | 4 | | Global Business | ● | ● | ● | | ● | ● | ● | ● | 7 | | Health, Safety and Sustainability | | | | ● | ● | ● | ● | | 4 | | Information Security/Cyber Oversight | | | | ● | ● | | ● | ● | 4 | | Outside Public Company Board Experience | ● | ● | ● | ● | | | ● | ● | 6 |

  8. 2022 NEOs

    | 2024 NEOs | Change in Annual Base Salary (2023 to 2024) | Change in Target Annual Bonus (2023 to 2024) | Percentage of 2024 Total Target Direct Compensation that is Variable or Performance-Based | | Brady M. Murphy | 5.0% | no change | 84.2% | | Elijio V. Serrano | 4.0% | no change | 76.2% | | Matthew J. Sanderson | 3.9% | no change | 70.6% | | Timothy C. Moeller | 4.7% | no change | 68.8% | | Roy E. McNiven | 4.4% | no change | 69.7% |

  9. Proposal No. 1 — Election of Directors

    Proposal No. 1 — Election of Directors

  10. Proposal No. 1 — Election of Directors

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

  11. Retirement of Current Board Member and New Director Nominee

    Retirement of Current Board Member and New Director Nominee Mark E. Baldwin, a current member of our Board of Directors and Chair of the Audit Committee, will retire from the Board upon the expiration of his term at the upcoming Annual Meeting and, as such, Mr. Baldwin has not been nominated for reelection. Our Board of Directors determined that Christian A. Garcia would succeed Mr. Baldwin as Chair of the Audit Committee immediately following the Annual Meeting. Julia A. Sloat, who has not previously served on the Board of Directors, has been nominated to fill the vacancy resulting from the retirement of Mr. Baldwin. Proxies solicited hereby cannot be voted for a greater number of persons than the number of nominees for director set forth below.

  12. Nominees for Director

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

  13. Nominees for Director

    | Name | Age | Position with Us | Tenure (years) | Other Public Directorships | | Thomas R. Bates, Jr. | 75 | Independent Director | 13 | 2 | | Christian A. Garcia | 61 | Independent Director | 2 | 3 | | John (“Jay”) F. Glick | 72 | Board Chair, Independent Director | 11 | 0 | | Angela D. John | 54 | Independent Director | 1 | 1 | | Sharon B. McGee | 60 | Independent Director | 3 | 0 | | Brady M. Murphy | 65 | Director, President and CEO | 6 | 0 | | Julia A. Sloat | 56 | N/A - New Director Nominee | N/A | 1 | | Shawn D. Williams | 62 | Independent Director | 4 | 1 |

  14. Nominees for Director

    See “Beneficial Stock Ownership of Certain Stockholders and Management” on page 86 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.

  15. Nominees for Director

    | Thomas R. Bates, Jr., Ph.D., Independent Director | | | | | Key Skills | | | | • C-Suite Leadership • Operating Experience • Traditional/ Transitional Energy Experience | • Investment/ Capital Markets • Global Business Experience • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Dr. Bates has been a member of the Board since 2011, serving as Chair of the Human Capital Management and Compensation Committee since 2014. He brings over 40 years of experience in oil service management, operations, energy private equity, and public board experience. | |

  16. Nominees for Director

    | Committees: | Career Highlights | | Human Capital Management and Compensation (Chair) Other Current Public Boards: SSR Mining, Inc. (NASDAQ/TSX: SSRM) Vantage Drilling International (Euronext Growth Oslo: VDI) Former Public Boards: Independence Contract Drilling, Inc. (OTC: ICIDQ) 2014-June 2020 Weatherford International Plc (NASDAQ: WFRD) 2019-June 2020 Tidewater, Inc. (NYSE: TDW) Alacer Gold Corporation (TSX: ASR) Hercules Offshore, Inc. (OTC: HEROQ) T-3 Services, Inc. (NASDAQ: TTES) Education: Ph.D., Mechanical Engineering, University of Michigan Age: 75 | Dr. Bates is an adjunct professor in the Finance Department at Texas Christian University, teaching in the MBA program at the Neeley School of Business and serving on the board of the Ralph Lowe Energy Institute. He also teaches Geopolitics and Energy in the Master of Supply Chain program and Corporate Finance and Valuation in the Master of Strategic Management Consulting at SKEMA Business School in France. Previously, Dr. Bates served as a Managing Director and Senior Advisor of Lime Rock Management LP, an energy-focused private equity firm. He has also held executive positions, including CEO of Weatherford Enterra, Inc., and Senior Vice President and President of the Discovery Group at Baker Hughes Incorporated, where he was responsible for the post-acquisition integration of Western Atlas, an oilfield services company. He also spent 15 years with Schlumberger in both domestic and international locations. 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. |

  17. Nominees for Director

    | Christian A. Garcia, Independent Director | | | | | Key Skills | | | | • C-Suite Leadership • Traditional/ Transitional Energy Experience • Industrials/ Infrastructure Experience | • Finance/ Accounting/ Capital Markets • Global Business Experience • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Mr. Garcia has been a member of the Board since May 2023 and serves on both the Audit Committee and the Nominating, Governance, and Sustainability Committee. He brings over 30 years of financial leadership experience across various industries, including oilfield services, automotive electronics, software, consulting, and business equipment. | |

  18. Nominees for Director

    | Committees: | Career Highlights | | Audit Nominating, Governance and Sustainability Other Current Public Boards: Dana, Inc. (NYSE: DAN) Bausch Health Companies, Inc. (NYSE: BHC) Mueller Water Products, Inc. (NYSE: MWA) Former Public Boards: Keane Group, Inc. (NYSE: FRAC) Education: B.S., University of the Philippines Master’s, Business, Purdue University Age: 61 | Mr. Garcia previously 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 BrandSafway, Mr. Garcia served as Executive Vice President and Chief Financial Officer of Weatherford International (NASDAQ: WFRD), an oil services company, from January 2020 to August 2020, and Executive Vice President and Chief Financial Officer of Visteon Corporation (NASDAQ: VC), a provider of automotive cockpit electronics, from 2016 to October 2019. Mr. Garcia also served as acting Chief Financial Officer of Halliburton Company (NYSE: HAL), where he progressed through a variety of leadership positions, including Chief Accounting Officer, Treasurer and Senior Vice President, Investor Relations. For the period August 2020 to October 2020 and October 2019 to January 2020, Mr. Garcia was self-employed. |

  19. Nominees for Director

    | John (“Jay”) F. Glick, Board Chair, Independent Director | | | | | Key Skills | | | | • C-Suite Leadership • Operating/ M&A Experience • Traditional/Transitional Energy Experience • Industrials/ Materials Experience | • Global Business Experience • Strategic Growth/ Market Expansion • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Mr. Glick has been Chairman of the Board since 2022, a member of the Nominating, Governance, and Sustainability Committee from 2015 to May 2023, including chair of that committee from 2015 to May 2022, and a member of the Human Capital Management and Compensation Committee from 2014 to May 2022. He joined the Board in 2014. He brings extensive experience in the oilfield services industry, drawn from the various leadership positions he has held throughout his career. | |

  20. Nominees for Director

    | Committees (Ex-Officio): | Career Highlights | | Audit Human Capital Management and Compensation Nominating, Governance and Sustainability Other Current Public Boards: None Former Public Boards: Hunting PLC (LSE: HTG.L) 2015-April 2024 Weatherford International Plc (NASDAQ: WFRD) 2019-June 2020 Education: B.S., Journalism, University of Kansas Management Development Program, Harvard Graduate School of Business Age: 72 | Mr. Glick previously served in roles of increasing responsibility at Lufkin Industries, Inc., concluding with President and Chief Executive Officer. During his tenure, he oversaw the company's growth as a public company and its eventual sale to General Electric. Previously, Mr. Glick served as Vice President and General Manager of Lufkin's Power Transmission Division. He also served as Vice President and General Manager of Lufkin's Oilfield Division. Before joining Lufkin, Mr. Glick held several senior management positions with Cameron Iron Works, Inc. |

  21. Nominees for Director

    | Angela D. John, Independent Director | | | | | Key Skills | | | | • Clean/ Transitional Energy Experience • Strategic Growth/ Market Expansion • Operating Experience | • Information Security/ Cyber • Sustainability • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Ms. John has been a member of the Board since March 2024 and serves as a member of the Audit Committee and the Nominating, Governance, and Sustainability Committee. She brings nearly 30 years of experience in the energy sector, with expertise in clean energy business development and commercialization strategies. | |

  22. Nominees for Director

    | Committees: | Career Highlights | | Audit Nominating, Governance and Sustainability Other Current Public Boards: Parkland Corporation (TSX: PKI) Former Public Boards: None Education: B.S., Chemical Engineering, University of Houston M.B.A, Northwestern University NACD Directorship Certification through the NACD Directorship Certification program NACD CERT Certificate, Cyber-Risk Oversight Age: 54 | Ms. John has served as an energy industry advisor focused on clean energy business development and commercialization strategies since October 2020. Previously, from January 2021 to September 2022, Ms. John served as Director of Innovation and Strategy for New Energy Ventures at The Williams Companies, Inc. (NYSE: WMB). Prior to that, she held various leadership positions at BP p.l.c. (NYSE/LSE: BP) over a 27-year period, including Vice President of Marketing and Supply for NGLs, Senior Vice President of Marketing and Origination, and Director of Structured Products, where she focused on renewable fuels development. |

  23. Nominees for Director

    | Sharon B. McGee, Independent Director | | | | | Key Skills | | | | • Operating Experience • Transitional Energy Experience • Materials/ Specialty Chemicals • Strategic Growth/ Market Expansion | • Investor Relations • Global Business Experience • Health, Safety & Sustainability • Information Security/ Cyber | | | Information Security/ Cyber | | | | Ms. McGee has been a member of the Board since February 2022, chair of the Nominating, Governance and Sustainability Committee since May 2024, and has served on both the Human Capital Management and Compensation Committee and the Nominating, Governance, and Sustainability Committee since February 2022. She brings extensive experience in the chemicals industry, particularly in lithium and bromides markets. | |

  24. Nominees for Director

    | Committees: | Career Highlights | | Nominating, Governance and Sustainability (Chair) Human Capital Management and Compensation Other Current Public Boards: None Former Public Boards: None Education: B.S., Chemical Engineering, University of Arkansas M.S., Chemical Engineering, University of Arkansas Executive M.B.A, Louisiana State University NACD Directorship Certification through the NACD Directorship Certification program NACD CERT Certificate, Cyber-Risk Oversight Age: 60 | Ms. McGee founded SDBM Executive and Strategic Advisory LLC in 2021, an independent advisory service to the new energy, chemicals, materials, mining, and oil and gas industries. Previously, Ms. McGee had a 33-year tenure at Albemarle Corporation (NYSE: ALB), one of the largest global producers of lithium/ lithium derivatives and bromine/ bromine derivatives. She held positions of increasing responsibility over her extensive career at Albemarle, including: Vice President, Investor Relations & Corporate Development; Vice President, Asia Pacific Region and Global Fire Safety Sales; Vice President, Sales, Americas; Division Vice President, Performance Chemicals; and Global Business Director, Industrial Bromides. She was heavily involved in many of the strategic discussions with respect to Albemarle’s lithium and bromine operations. |

  25. Nominees for Director

    | Brady M. Murphy, President and Chief Executive Officer | | | | | Key Skills | | | | • C-Suite Leadership • Traditional/ Transitional Energy Experience • Health, Safety & Sustainability | • Global Business Experience • Deep Operational Experience • Strategic Growth/ Market Expansion | | | Key Expertise Provided to the Board | | | | Mr. Murphy has served as President and Chief Executive Officer since 2019 and has been a member of the Board of Directors since 2018. He 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. | |

  26. Nominees for Director

    | Committees: | Career Highlights | | None Other Current Public Boards: None Former Public Boards: None Education: B.S., Chemical Engineering, Pennsylvania State University Advanced Management Program, Harvard Business School Age: 65 | Mr. Murphy served as our Chief Operating Officer prior to his current role as President and CEO. Before joining TETRA, Mr. Murphy was Chief Executive Officer of Paradigm Group B.V., a private company focused on strategic technologies for the upstream energy industry. Mr. Murphy previously served at Halliburton (NYSE: HAL) for 26 years and held numerous international and North American positions, including Senior Vice President, Global Business Development and Marketing; Senior Vice President, Business Development Eastern Hemisphere; and Senior Vice President, Europe/Sub-Saharan Africa Region. Earlier in his career, Mr. Murphy held several positions at Gerhart Industries. |

  27. Nominees for Director

    | Julia A. Sloat, New Director Nominee | | | | | Key Skills | | | | • C-Suite Leadership • Executive Operating Experience • Traditional/ Transitional Energy Experience • Health, Safety & Sustainability | • Strategic Growth/ Market Expansion • Finance/ Accounting • Global Business Experience • Information Security/ Cyber • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Ms. Sloat brings extensive experience in the energy and industrial sectors including prior roles as CEO and CFO of a public company. | |

  28. Nominees for Director

    | Committees: | Career Highlights | | None Other Current Public Boards: Jacobs Solutions, Inc. (NYSE: J) Former Public Boards: Evoqua Water Technologies Corporation (NYSE: AQUA) May 2022-May 2023 (acquired by Xylem Inc.) Park National Corporation (NYSE: PRK) 2015-April 2021 Education: B.S., The Ohio State University M.B.A., The Ohio State University Age: 56 | Ms. Sloat most recently served as Chairman of the Board, President, and Chief Executive Officer of American Electric Power, an electric energy company with the nation’s largest electric transmission network, from October 2023 until February 2024, subsequent to assuming the President’s role in September 2022 and serving as the President and Chief Executive Officer from January 2023 through September 2024. She led the company’s energy transition, expanding its renewable energy generation portfolio and its development of new offerings. Ms. Sloat has been retired since February 2024 and brings over 23 years of experience at American Electric Power where she also served as Chief Financial Officer and Senior Vice President -Treasury and Risk, from January 2019 to December 2020 and from January 2013 to April 2016, leading multiple finance teams including investor relations. Additionally, she served as President and Chief Operating Officer of AEP Ohio, a subsidiary of American Electric Power serving 1.5 million customers. |

  29. Nominees for Director

    | Shawn D. Williams, Independent Director | | | | | Key Skills | | | | • C-Suite Leadership • Executive Operating Experience • Industrials/ Materials/ Specialty Chemicals Experience | • Global Business Experience • Information Security/ Cyber • Public Company Board Experience | | | Key Expertise Provided to the Board | | | | Mr. Williams has been a member of the Board since March 2021, serving on both the Audit Committee and the Human Capital Management and Compensation Committee. He brings over three decades of leadership experience across various industries, including chemicals, materials, and industrial sectors. | |

  30. Nominees for Director

    | Committees: | Career Highlights | | Audit Human Capital Management and Compensation Other Current Public Boards: Kirby Corporation (NYSE: KEX) Former Public Boards: Marathon Oil Corporation (NYSE: MRO) February 2023-November 2024 (acquired by ConocoPhillips) Education: B.S., Electrical Engineering, Purdue University M.B.A., University of California, Berkeley NACD CERT Certificate, Cyber-Risk Oversight Age: 62 | Most recently, Mr. Williams served as the Chief Executive Officer of Nexeo Plastics Holdings, Inc., a global plastics distributor, from April 2019 to June 2020, after which he retired. Before being named Chief Executive Officer, Mr. Williams served as Executive Vice President of Nexeo Solutions, Inc.. Previously, 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. Mr. Williams has also served as Executive Chairman of the Board of Managers of Covia Holdings LLC (“Covia”), a provider of minerals-based solutions serving the industrial and energy markets, since January 2022. He previously served as Board Chair, from December 2020 to December 2021, and Acting Chief Executive Officer of Covia from June 2021 to December 2021. |

  31. Nominees for Director

    More details on our Board of Directors and corporate governance documents can be found starting on page 31.

  32. 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 32). | | • | 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 66). | | • | 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 55). | | • | Our Board of Directors has adopted stock ownership guidelines that apply to our directors and executive officers (pages 38 and 67). | | • | We employ our executive officers “at will” under employment agreements similar to those executed by all our employees (page 66). | | • | 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 45). | | • | 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 83). |

  33. Proposal No. 4 — Approval of the Amendment and Restatement of our Second Amended and Restated 2018 Equity Incentive Plan

    Proposal No. 4 — Approval of the Amendment and Restatement of our Second Amended and Restated 2018 Equity Incentive Plan

  34. Background of the Proposal

    Background of the Proposal Historically the Company maintained the 2018 Plan as well as a 2018 Non-Employee Director Equity Incentive Plan (the “Director Plan”), a stand-alone equity plan for non-employee directors. The 2018 Plan and the Director Plan were approved by stockholders at the 2018 annual meeting of stockholders. At the 2021 annual meeting of stockholders, stockholders authorized (i) an increase in the number of shares of common stock available for grant under the 2018 Plan and (ii) an amendment to the 2018 Plan to ease the administrative burden of maintaining two equity incentive plans by permitting non-employee directors to participate in the 2018 Plan, such that no further awards may be granted under the Director Plan. At the 2023 annual meeting of stockholders, stockholders authorized an increase in the number of shares of common stock available for grant under the 2018 Plan. We also have grants outstanding under our 2011 Long Term Incentive Compensation Plan (the “2011 Plan”) and our 2007 Long Term Incentive Compensation Plan (the “2007 Plan”), which continue to be governed by the applicable terms and conditions of the respective plan, although no further options or awards may be granted under such plans. We may also grant inducement equity awards to new employees under our 2018 Inducement Restricted Stock Plan (the “Inducement Plan”), more fully described on page 22. For additional information regarding equity-based awards previously granted by us under the 2011 Plan, 2007 Plan and the Inducement Plan, see Note 13 to our consolidated financial statements on Form 10-K for the year ended December 31, 2024. On April 16, 2025, our Board of Directors, at the recommendation of our HCMCC, approved the Amended 2018 Plan, subject to approval by our stockholders at our Annual Meeting, in order to (i) increase the number of shares of our common stock available for grant by 4,000,000 shares and (ii) enhance certain governance provisions within the 2018 Plan, including the express prohibition on the payment of dividends on unvested awards. If approved by our stockholders, the aggregate number of shares of our common stock that may be the subject of awards and issued under the Amended 2018 Plan is 20,365,000.

  35. Equity Compensation Plan Information

    Equity Compensation Plan Information In the table below, we provide information about the shares of our common stock that may be issued under the 2018 Plan as of December 31, 2024.

  36. Equity Compensation Plan Information

    | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (#) (1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Shown in the First Column) (#) | | Equity compensation plans approved by stockholders (3) | | | | | 2007 Long Term Incentive | 509,880 | $6.83 | — | | 2011 Long Term Incentive | 1,302,480 | $5.15 | — | | 2018 Equity Incentive Plan (4) | 3,616,062 | $4.19 | 3,728,158 | | Total | 5,428,422 | $5.61 | 3,728,158 | | Equity compensation plans not approved by stockholders (5) | | | | | 2018 Inducement Restricted Stock Plan | — | — | 76,495 | | Total | — | — | 76,495 | | All Plans Total | 5,428,422 | $5.61 | 3,804,653 |

  37. Equity Compensation Plan Information

    (1)Represents the number of underlying shares issuable under outstanding options and restricted stock units (“RSUs”), under the respective plans. There are 509,880 shares attributable to outstanding options under the Amended and Restated 2007 Long Term Incentive Compensation Plan (the “2007 Plan”) and 1,302,480 shares attributable to outstanding options under the Third Amended and Restated 2011 Long Term Incentive Compensation Plan (the “2011 Plan”). There are 3,599,444 shares attributable to outstanding RSUs and 16,618 shares attributable to outstanding options under the 2018 Plan. (2)Represents weighted-average exercise price of options outstanding under the 2007 Plan, 2011 Plan and 2018 Plan. See note 1 above with respect to RSUs granted under the 2018 Plan. The weighted-average exercise price does not take these awards into account. (3)Consists of the 2007 Plan, the 2011 Plan, and the 2018 Plan. (4)Under the 2018 Plan, for the purpose of determining the number of shares available for future awards, an award of one stock option or one stock appreciation right with respect to one share of common stock is deemed to be an award of one share on the grant date. Any other awards granted under the 2018 Plan with respect to one share of common stock, including an award of a restricted share, a bonus share, or a performance share, is deemed to be an award of one share of common stock on the grant date. (5)Consists of the 2018 Inducement Restricted Stock Plan. A description of such plan follows.

  38. 2018 Inducement Restricted Stock Plan

    2018 Inducement Restricted Stock Plan The Inducement Plan was adopted effective as of February 12, 2018. The purpose of the plan is to attract and retain the best available individuals for positions of substantial responsibility by providing a material inducement for such individuals to enter into employment with us or any of our affiliates. In connection with the employment of Brady M. Murphy, currently our President and Chief Executive Officer, the Board of Directors authorized the grant to Mr. Murphy of an employment inducement award of 502,513 shares of restricted stock, effective as of February 12, 2018. Fifty percent of the shares of restricted stock vested on the one-year anniversary date of the grant, 25% vested on the second-year anniversary date of the grant, and the remaining 25% of the shares of restricted stock vested on the third-year anniversary of the date of grant. In addition, in connection with our acquisition of Swiftwater Energy Services, LLC, the Board of Directors authorized the grant of awards totaling 420,992 shares of restricted common stock to thirteen persons as an inducement to their employment with TETRA on February 28, 2018. Subject to their continued employment with us and other terms and conditions set forth in the Restricted Stock Award Agreement between us and each of the individuals, the shares of restricted stock vested 100% on the third-year anniversary of the date of grant. There are 76,495 shares available for future awards under the 2018 Inducement Restricted Stock Plan.

  39. Shares available for grant and outstanding awards

    | | 2018 Plan | All Other Plans | Inducement Plan | | Total shares underlying outstanding stock options | 16,618 | 1,576,473 | — | | Weighted average exercise price of outstanding stock options | $4.19 | $5.79 | — | | Weighted average remaining duration (years) of outstanding stock options | 3.09 | 1.43 | — | | Total shares underlying outstanding unvested restricted stock units | 4,382,994 | — | — | | Total shares underlying outstanding unvested time-based restricted stock awards | — | — | — | | Total shares available for grant | 1,346,450 | — | 76,495 |

  40. Burn Rate

    | Time Period | Shares Subject to Options Awards | Shares Subject to Restricted Stock Awards | Weighted Average Number of Shares Outstanding | Burn Rate (%) | | Fiscal 2022 | 0 | 1,875,854 | 128,860,797 | 1.5% | | Fiscal 2023 | 0 | 2,747,145 | 129,567,710 | 2.1% | | Fiscal 2024 | 0 | 2,536,149 | 131,809,290 | 1.9% | | | | Three-Year Average Burn Rate | | 1.8% |

  41. Description of the Amended and Restated 2018 Plan

    Description of the Amended and Restated 2018 Plan The major features of the Amended 2018 Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the Amended 2018 Plan, which is attached to this Proxy Statement as Annex A. Eligible Participants - Employees and consultants of the Company or any subsidiary and non-employee members of our Board of Directors will be eligible to receive awards under the 2018 Plan. As of April 23, 2025, there were approximately 1,417 employees of the Company and its subsidiaries, seven non-employee members of our Board of Directors (assuming stockholder approval of the director nominations is received as of such date), and approximately 10 consultants who would be eligible to receive awards under the 2018 Plan. Administration - The Amended 2018 Plan will be administered by the Administrator, which is the Board of Directors or any of its committees that may be administering the plan in accordance with the terms of the plan. To the extent consistent with applicable law, different committees may administer the Amended 2018 Plan with respect to different groups of service providers. The Administrator has the authority to determine the fair market value of awards, the persons to whom awards will be granted, the timing of awards, the type and number of shares covered by each award, the terms, conditions, performance criteria, and restrictions of the awards as well as the manner in which awards are paid and settled. The Administrator may also prescribe, amend, or rescind rules to administer the Amended 2018 Plan, adopt special provisions applicable to certain awards (including awards to foreign employees), interpret the Amended 2018 Plan and any related award agreement, reconcile any inconsistency, correct any defect or supply an omission in the Amended 2018 Plan and any related award agreement, determine in what circumstances an award shall be forfeited, accelerate the vesting or extend the exercise period of an award, otherwise amend the terms of outstanding awards to the extent permitted under the Amended 2018 Plan, and require or permit the deferral of the settlement of an award. Unless an amendment to the terms of an award is necessary to comply with applicable tax laws, if a participant’s rights under an impacted award would be adversely affected by such an amendment, the participant must consent to the amendment. Except in connection with equity restructurings and other situations in which share adjustments are specifically authorized, the Amended 2018 Plan prohibits the Administrator from repricing any outstanding option or SAR awards without the prior approval of our stockholders. Subject to certain limitations set forth in the Amended 2018 Plan, the Administrator may also modify the terms of awards under the Amended 2018 Plan with respect to participants who reside outside of the United States or who are employed by a non-U.S. subsidiary of the Company in order to comply with local legal or regulatory requirements. Available Shares and Limitations on Awards - A maximum of 20,365,000 shares of our common stock may be the subject of awards and issued under the Amended 2018 Plan, subject to adjustment for changes in our corporate structure or shares, as described below. The shares of common stock issuable under the Amended 2018 Plan may come from our authorized but unissued shares or treasury shares. The maximum number of shares that may be subject to stock options or SARs granted to any single participant in any calendar year is 1,000,000 shares. The maximum number of shares that may be subject to restricted stock awards, restricted stock units, performance shares, performance units and other stock-based awards granted to any single participant in any calendar year is 1,000,000 shares. No non-employee director may be granted during any calendar year awards having an aggregate fair market value, determined on the date of grant, in excess of $300,000. Shares of common stock that are issued under the Amended 2018 Plan or that are potentially issuable pursuant to outstanding awards will reduce the Amended 2018 Plan’s share reserve by one share for each share issued or issuable pursuant to an outstanding award. Any shares of common stock subject to an award under the Amended 2018 Plan that expires, is canceled or forfeited or is settled or paid in cash will, to the extent of such expiration, cancellation, forfeiture or cash settlement, automatically replenish the Amended 2018 Plan share reserve and become available for future awards. The following shares shall not again become available for awards or replenish the share reserve: any shares tendered or withheld to pay the exercise price of an option or to satisfy a tax withholding obligation in connection with any award; any shares repurchased by the Company using option exercise proceeds; and, any shares subject to a stock-settled SAR award that are not issued in connection with the settlement of the SAR award. Awards that may be settled solely in cash will not reduce the share reserve under the Amended 2018 Plan. Share Adjustment Provisions – If certain transactions occur that cause the per share value of our common stock to change, such as stock dividends, stock splits, spin-offs, rights offerings or certain recapitalizations (referred to as an “equity restructuring”), the Administrator will equitably adjust (i) the aggregate number and kind of shares or other securities issued or reserved for issuance under the Amended 2018 Plan, (ii) the number and kind of shares or other securities subject to outstanding awards, (iii) the exercise price of outstanding stock options and SAR awards, and (iv) award limitations under the Amended 2018 Plan. Other types of transactions may also impact our common stock, such as a reorganization, merger, consolidation or partial or complete liquidation of our Company. If there is such a transaction and the Administrator determines that adjustments of the type previously described in connection with the equity restructurings would be appropriate to prevent any dilution or enlargement of benefits under the Amended 2018 Plan, the Administrator may make such adjustments as it deems equitable. Types of Awards - The Amended 2018 Plan permits us to award stock options, SARs, restricted stock awards, restricted stock units, performance units, performance shares, other stock-based awards, and cash-based awards to eligible recipients. These types of awards are described in more detail below. •Options - Employees of the Company or any subsidiary may be granted options to purchase common stock that qualify as “incentive stock options” within the meaning of Section 422 of the Code, and any eligible recipient may be granted options to purchase common stock that do not qualify as incentive stock options, referred to as “nonqualified stock options.” The per share exercise price to be paid by a participant at the time an option is exercised may not be less than 100% of the fair market value of one share of our common stock on the date of grant. “Fair market value” under the Amended 2018 Plan as of any date generally means the closing sale price of a share of our common stock on the NYSE on that date. As of April 23, 2025, the closing sale price of a share of our common stock on the NYSE was $2.47. The total purchase price of the shares to be purchased upon exercise of an option will be paid in full by the participant (including provision for any applicable tax withholding) in the manner determined by the Administrator and authorized by the award agreement and the Amended 2018 Plan. Any shares delivered or withheld in payment of an exercise price will be valued at their fair market value on the exercise date and have an aggregate value equal to the purchase price of the shares being purchased.

  42. Description of the Amended and Restated 2018 Plan

    An option will vest and become exercisable at such time, in such installments, and subject to such conditions as may be determined by the Administrator, and no option may have a term greater than 10 years from its date of grant. Until shares are issued upon exercise, no dividends or dividend equivalents may be paid or credited with respect to shares subject to an option award. The aggregate fair market value of shares of our common stock with respect to which incentive stock options granted to any participant may first become exercisable during any calendar year may not exceed $100,000. Any incentive stock options that become exercisable in excess of this amount will be treated as nonqualified stock options. The maximum number of shares that may be issued upon the exercise of incentive stock option awards under the Amended 2018 Plan is 20,365,000. •Stock Appreciation Rights - A SAR award provides the right to receive a payment from us equal to the difference between (i) the fair market value as of the date of exercise of the number of shares of our common stock as to which the SAR is being exercised, and (ii) the fair market value of such shares as of the date the SAR was granted. The Administrator determines whether payment will be made in shares of our common stock, cash or a combination of both. The exercise price per share of a SAR award will be determined by the Administrator but may not be less than 100 percent of the fair market value of one share of our common stock on the date of grant. Until shares are issued upon exercise of a SAR award, no dividends or dividend equivalents may be paid or credited with respect to shares subject to a SAR award. A SAR award may not have a term greater than 10 years from its date of grant and will be subject to such other terms and conditions, consistent with the terms of the Amended 2018 Plan, as may be determined by the Administrator. •Restricted Stock Awards - A restricted stock award is an award of our common stock that vests at such times and in such installments as may be determined by the Administrator. Until it vests, the shares subject to the award are subject to restrictions on transferability and the possibility of forfeiture. The Administrator may impose such restrictions or conditions on the vesting of restricted stock awards as it deems appropriate, including that we, or any of our subsidiaries or business units, satisfy specified performance goals. No dividends or distributions payable with respect to shares that are subject to the unvested portion of a restricted stock award shall be issued or granted with respect to unvested awards, and instead shall be held by us and delivered to the participant, if at all, only upon such award becoming vested. Participants are entitled to vote restricted shares, including unvested restricted shares, unless the Administrator determines otherwise. •Restricted Stock Unit Awards - A restricted stock unit award is a right to receive shares of our common stock, cash, or other securities equal in value to the fair market value of one share of our common stock on the date of vesting or settlement. Such awards may be time or performance-based awards that vest at such times, in such installments, and subject to such conditions as may be determined by the Administrator. Until it vests or is earned, as applicable, a restricted stock unit award is subject to restrictions and the possibility of forfeiture. No dividends or distributions payable with respect to shares that are subject to the unvested or unearned portion of a restricted stock unit award shall be issued or granted with respect to unvested or unearned awards, and instead shall be held by us and delivered to the participant, if at all, only upon such award becoming vested or earned. •Other Stock-Based Awards - The Administrator may grant awards of common stock and other awards that are valued by reference to and/or payable in shares of our common stock under the Amended 2018 Plan. The Administrator has discretion in determining the terms and conditions of such awards. •Cash-based Awards – The Administrator may grant cash-based awards in such amounts and subject to such other terms as the Administrator, in its discretion, determines to be appropriate. Minimum Vesting Periods – Except as described in the following sentence, all awards are subject to a minimum vesting period of one year from the date of grant. This minimum vesting requirement does not apply: (i) with respect to an acceleration of vesting upon a change in control in accordance with the Amended 2018 Plan or (ii) to awards involving an aggregate number of shares up to 5 percent of the Amended 2018 Plan’s share reserve. Generally, vesting will be suspended during any unpaid leave of absence. Transferability of Awards - In general, no right or interest in any award under the Amended 2018 Plan may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than upon a participant’s death to a beneficiary designated pursuant to the plan or by will or the laws of descent and distribution and may be exercised, during the lifetime of the participant, only by the participant. Performance Based Awards - The Amended 2018 Plan allows for performance-based awards. The performance measures specified in the Amended 2018 Plan include the following: net income; cash flow; cash flow on investment; cash flow from operations; pre-tax or post-tax profit levels or earnings; operating income or earnings; closings; return on investment; earned value added; expenses; free cash flow; free cash flow per share; earnings; earnings per share; net earnings per share; net earnings from continuing operations; sales growth; sales volume; economic profit; expense reduction; return on assets; return on net assets; return on equity; return on capital; return on sales; return on invested capital; organic revenue; growth in managed assets; total stockholder return; stock price; stock price appreciation; EBITDA; adjusted EBITDA; return in excess of cost of capital; profit in excess of cost of capital; capital expended; working capital; net operating profit after tax; operating margin; profit margin; adjusted revenue; revenue; net revenue; operating revenue; cash provided by operating activities; net cash provided by operating activities per share; cash conversion percentage; new sales; net new sales; cancellations; gross margin; gross margin percentage; revenue before deferral; implementation or completion of critical projects; research; horsepower; horsepower utilization rate; product development; government relations; compliance; mergers; acquisitions or sales of assets or subsidiaries; health; safety; environmental; debt level; cost reduction targets; equity ratios; depreciation and amortization; G&A expense or adjusted G&A measures; charge offs; and such other criteria as established by the Committee in its sole discretion from time to time.

  43. 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 | ☒ 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 |

  44. 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. |

  45. Focus on Performance-Based Pay

    Focus on Performance-Based Pay In establishing target compensation levels, the HCMCC 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 determined by achievement of specific annual performance objectives. •Long-Term Cash Incentive. Performance-based long-term cash incentives determined by achievement of specific long-term financial and other performance objectives that incentivize Senior Management to focus on creation of long-term, sustainable stockholder value. These awards provide the same retention value as awards of long-term equity, and although we may ultimately choose to settle these awards of long-term performance-based cash with awards of RSUs, it gives us the flexibility to elect to settle the awards in cash and thereby conserve stockholder-approved awards under our equity plans. •Restricted Stock Units (RSUs). Time-based RSUs that vest over a set number of years and deliver value based on the market price of TETRA stock at the time of vesting. For 2024, approximately 84% of the target compensation opportunities for our CEO and 72% of the target compensation opportunities for our other NEOs were variable or “at-risk,” as illustrated in the following pie charts.

  46. Focus on Performance-Based Pay

    (1) Awards of long-term performance-based cash for our CEO and other NEOs. (2) Awards of time-based RSUs for our CEO and other NEOs, excluding any RSU grants made in settlement of annual or long-term performance-based cash incentive awards.

  47. Focus on Performance-Based Pay

    Role of HCMCC. The HCMCC determines our overall compensation philosophy, sets the compensation of our CEO, approves the compensation of our NEOs, and oversees the compensation of the other executive officers. In making compensation decisions, the HCMCC 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 executive officers; •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 executive officers; •market data and analysis and recommendations provided by any compensation consultant engaged by the HCMCC; •overall compensation paid to our CEO and executive officers 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 executive officers; •the retention value of long-term compensation plans; •alignment of our overall compensation program with our policies and strategies related to human capital management; and •exogenous macroeconomic factors that are outside of the control or purview of the company. The HCMCC has the authority to retain compensation consultants, outside counsel, or other advisors to assist the HCMCC in the discharge of its duties. In any given year, the HCMCC bases its decision on whether to retain a compensation consultant on various 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 Chair of the HCMCC maintains a direct line of communication with the consultant and arranges meetings with the consultant that may include other members of the HCMCC and/or the CEO and certain members of Senior Management. The HCMCC, and/or its Chair, also periodically meets independently with the compensation consultant. Through this communication with the Chair of the HCMCC, the consultant reports to, and acts at the direction of, the HCMCC. Although our CEO and certain members of Senior Management may receive the consultant’s reports and data, the HCMCC retains and exercises sole control and authority over the compensation consultant. Role of CEO. Our CEO makes recommendations to the HCMCC 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 HCMCC’s review of the changes in compensation recommended by the CEO, the HCMCC 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 HCMCC’s compensation consultant. In conjunction with our CEO, the HCMCC reviews the compensation of our Senior Management other than our CEO. Subsequently, the HCMCC, in executive session, establishes the compensation for our CEO. Role of Compensation Consultant. In September 2023, the HCMCC engaged Compensation Advisory Partners (CAP) as its independent advisor to evaluate our compensation program. CAP provided insights on compensation related trends and issues and supported the HCMCC in the fulfillment of its charted duties throughout the year. The HCMCC confirmed CAP had no business or personal ties with our executives or members of the HCMCC and had measures in place to avoid conflicts of interest. In October 2024, the HCMCC switched to Pay Governance as its independent advisor, expecting similar guidance on our program's structure, industry trends, and the provision of industry specific market data to assess the competitiveness of our executive pay levels. Before engaging Pay Governance, the HCMCC confirmed that Pay Governance has no business or personal relationships with any of our executive officers or members of the HCMCC, and verified that Pay Governance has procedures in place to prevent conflicts of interest. The HCMCC will continue to evaluate Pay Governance as its compensation consultant, including screening for potential 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 HCMCC periodically reviews compensation paid by other companies in the oil and gas equipment and services and specialty and commodity chemicals industries. For 2024, the HCMCC, with the assistance of CAP, 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 HCMCC on an annual basis to ensure that we maintain appropriate comparator companies.

  48. Compensation & Performance Peer Group

    Compensation & Performance Peer Group Criteria for selecting companies to be included in the compensation and performance peer group include companies across global geographies with similar business characteristics, products, or services, that compete with us in terms of the customers we serve, that we compete with for executive talent, and overall comparability in terms of size (as measured by revenue and enterprise value). In February of 2024, the HCMCC adopted the following peer group to be used for the purpose of making appropriate peer comparisons for the HCMCC’s evaluation of our 2024 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 granted in 2024, for the performance period of January 1, 2024 through December 31, 2026:

  49. 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. |

  50. Compensation & Performance Peer Group

    The Role of Market Data. While the HCMCC 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 HCMCC 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.

  51. Compensation & Performance Peer Group

    | IV. Compensation Elements |

  52. Compensation & Performance Peer Group

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

  53. Compensation & Performance Peer Group

    | Element | Purpose | Key Features | Changes for 2024 | | Base Salary | Fixed base pay to competitively compensate executives for their roles at TETRA | •The HCMCC 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 HCMCC 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 April of 2024 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 annual cash incentive for our CEO and other NEOs is determined by absolute financial measures (subject to any negative safety modifier) •Actual earned amounts of annual cash incentives can range from 0% to 200% of target | •For 2024, the threshold payment level for the financial performance measure was increased from 60% of target (in 2023) to 75% of target | | 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 positive financial results and improved relative stock price performance •50% of 2024 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 2024 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 | •Our CEO and other NEOs elected to receive portions of the earned amounts of long-term cash incentive awards for the 3-year period that ended December 31, 2024 in RSUs that vest one year from the date of grant, in lieu of cash | | 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 |

  54. Compensation & Performance Peer Group

    Our utilization of each of these elements in our 2024 compensation program is discussed in detail below.

  55. Base Salary

    Base Salary In April of 2024, in connection with 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, other NEOs, and Senior Management, the HCMCC considered scope of responsibility and the CEOs evaluation of individual performance (other than his own individual performance). With regard to our CEO and other NEOs, although the HCMCC 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, 2023, and the increased base salary effective April 20, 2024:

  56. Annual Cash Incentives

    Annual Cash Incentives As part of its annual review of Senior Management compensation, the HCMCC 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. For the 2024 plan year, the HCMCC increased the threshold payment level for the financial performance measure from 60% of target (in 2023) to 75% of target. The following table sets forth the annual cash incentive opportunities for the 2024 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 and require attainment of threshold performance in order to payout at the threshold level, which is equal to 30% 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, 2024.

  57. 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 | 37.5% | 125.0% | 250.0% | | Elijio V. Serrano | 30.0% | 100.0% | 200.0% | | Matthew J. Sanderson | 24.0% | 80.0% | 160.0% | | Timothy C. Moeller | 21.0% | 70.0% | 140.0% | | Roy E. McNiven | 21.0% | 70.0% | 140.0% |

  58. Annual Cash Incentives

    The following table sets forth the performance measures and target performance objectives approved by the HCMCC for each of our NEOs for the 2024 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.

  59. Annual Cash Incentives

    | Performance Measure | Target Performance Objective | Weight of Performance Measure | Business Considerations | | 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) | $117.97 million at target | 100% | 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. | | Sustainability (Health, Safety, and Environment) | | Up to 10% negative modifier | Health, safety, and environmental (“HSE”) performance can be a negative modifier that may reduce (but not increase) amounts earned under the financial performance measure if health, safety, and environmental results are deemed to be unsatisfactory. |

  60. Annual Cash Incentives

    Although a portion of annual cash incentive awards for our other NEOs was based on individual performance objectives (“IPOs”) in 2023, for the 2024 plan year, the HCMCC chose to base 100% of our CEO and other NEOs’ awards on the Adjusted EBITDA for Compensation Purposes performance measure, subject to any negative HSE modifier. In making this decision, the HCMCC considered the breadth of our CEO and other NEOs’ responsibilities, which includes oversight of the individual performance of 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 and other NEOs’ effectiveness as leaders. Therefore, the HCMCC determined that IPOs for the CEO and other NEOs are not currently necessary. For the Adjusted EBITDA for Compensation Purposes performance measure, awards are earned only if results exceed a minimum threshold, which was increased to 75% of the target performance objective in 2024 (up from 60% in 2023). This higher bar makes it more challenging for participants to qualify for any payout. At the threshold performance level of 75%, 30% of the target annual incentive award may be earned. Reaching the target performance level of 100% earns a full 100% payout, while exceeding expectations at the stretch level of 140% unlocks the maximum payout of 200%. For performance falling between the threshold and target, or between target and stretch, we use straight-line interpolation to calculate the exact payout percentage based on the result achieved.

  61. Annual Cash Incentives

    | Performance and Payout Levels for Adjusted EBITDA for Compensation Purposes Performance Measure | | | | Performance Level | Performance, as a Percentage of the Target Adjusted EBITDA Performance Objective | Portion of Target Annual Incentive Award that May Be Earned | | Threshold | 75% | 30% | | Target | 100% | 100% | | Stretch | 140% | 200% |

  62. Annual Cash Incentives

    The following table shows the target performance objective and actual 2024 result for each performance measure applicable to our CEO and other NEOs for the 2024 plan year.

  63. Annual Cash Incentives

    | Performance Measure | Target Performance Objective | Result of 2024 Performance Period | | Adjusted EBITDA for Compensation Purposes | $117.97 million | $101.84 million (86.3% of target) |

  64. Annual Cash Incentives

    Under the annual cash incentive awards for 2024, HSE 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 HSE performance in 2024 for most of our operations, the HCMCC determined that a 5% HSE deduction would be applied to earned amounts of the 2024 annual cash incentive for Messrs. Murphy, Serrano, Sanderson, and McNiven. The operational units under Mr. Moeller attained a satisfactory HSE performance in 2024; accordingly, the HSE deduction was not applied to Mr. Moeller. The following table shows the target amount of each NEOs 2024 award opportunity, the weight of the financial performance measure and the percentage of the award deemed to have been earned based on 2024 performance relative to that measure, and the amount of the award opportunity earned.

  65. Annual Cash Incentives

    | | Target Amount of 2024 Award Opportunity | Weight of Adjusted EBITDA for Compensation Purposes Performance Measure | Percentage of Adjusted EBITDA for Compensation Purposes Performance Measure Earned(1) | HSE Deduction | Total Amount of 2024 Award Opportunity Earned | | Brady M. Murphy | $918,750 | 100.0% | 61.7% | $(28,350) | $538,644 | | Elijio V. Serrano | 452,400 | 100.0% | 61.7% | (13,960) | 265,232 | | Matthew J. Sanderson | 374,000 | 100.0% | 61.7% | (11,540) | 219,268 | | Timothy C. Moeller | 315,000 | 100.0% | 61.7% | — | 194,398 | | Roy E. McNiven | 296,100 | 100.0% | 61.7% | (9,137) | 173,597 |

  66. Annual Cash Incentives

    (1) The percentage of the Adjusted EBITDA for Compensation Purposes performance measure earned has been rounded to the nearest one-tenth of a percentage point.

  67. Long-Term Incentives

    Long-Term Incentives 2024 Awards of Long-Term Incentives. Target values of awards of long-term incentives granted to our NEOs in 2024 consist 50% of RSUs, and 50% of long-term performance-based cash. In establishing the structure of these awards, the HCMCC 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 2024 awards of long-term incentives to each of our NEOs:

  68. 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 | $1,500,000 | $1,500,000 | $3,000,000 | | Elijio V. Serrano | 500,000 | 500,000 | 1,000,000 | | Matthew J. Sanderson | 375,000 | 375,000 | 750,000 | | Timothy C. Moeller | 337,500 | 337,500 | 675,000 | | Roy E. McNiven | 337,500 | 337,500 | 675,000 |

  69. 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 HCMCC 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 HCMCC 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 HCMCC approved annual awards of RSUs under the TETRA Second Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to each of our NEOs on February 19, 2024. One-third of the RSUs will vest on the first anniversary of the grant date, and a one-sixth portion of the RSUs will vest once every six months thereafter until fully vested in February 2027. Also on February 19, 2024, the HCMCC 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, 2026. The performance measures and the relative weights of each such performance measure for these long-term cash incentive awards are:

  70. 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, 2026, weighted 50%; and (ii) RTSR based on our Compensation & Performance Peer Group for the three-year period ending December 31, 2026, weighted 50% |

  71. 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 HCMCC 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 HCMCC 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 HCMCC develops a peer group that is used to measure our RTSR under our long-term incentive awards. The 2024 Compensation & Performance Peer Group is comprised of companies that compete with us in terms of the products and services we offer or the customers and geographies we serve. The following peer group was adopted by the HCMCC in February of 2024 in connection with their approval of long-term performance-based cash awards for the performance period of January 1, 2024 through December 31, 2026:

  72. Long-Term Incentives

    | Compensation & Performance Peer Group(1) 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. |

  73. Long-Term Incentives

    (1) Adjustments may be made to our peer group during the performance period in order to reflect certain transactional activities of our peers, such as being merged out of existence or filing for bankruptcy. For each performance measure under the awards granted in 2024, the following performance objectives and payment levels have been established by the HCMCC. 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 71.4% of the target performance objective and corresponds to a 0% payment level; no portion of the award may be earned for results at or below the threshold performance level. The stretch performance level is 128.6% 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, 2026, 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 at or 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:

  74. Long-Term Incentives

    | 2024 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% |

  75. 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 HCMCC. Payment of Long-Term Performance-Based Cash Incentives Granted in 2022. In February of 2022, the HCMCC 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, 2024. 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, 2024; and TSR relative to our performance peer group for the three-year period ending December 31, 2024. Under each performance measure, 50% of the target award opportunity included a stock-price modification factor that would increase (or decrease) the amount earned based on the applicable performance measure by the appreciation (or depreciation) of our 20-day average closing stock price from the grant date of the awards through our 20-day average closing stock price on December 31, 2024. Mr. McNiven, who was first employed by us in September of 2022, did not receive a long-term performance-based cash incentive award in 2022.

  76. Payments Earned Under 2022 RTSR Performance Measure

    | Performance Peer Group(1) Used to evaluate our RTSR under long-term performance-based cash incentive awards granted for the January 1, 2022 through December 31, 2024 performance period | •Expro Group •Flotek Industries •Forum Energy Technologies, Inc. •Newpark Resources, Inc. •Nine Energy Services •Oil States International, Inc. | •Patterson-UTI Energy, Inc. •Precision Drilling Corp. •RPC, Inc. •Select Energy Services, Inc. •U.S. Well Services |

  77. Payments Earned Under 2022 RTSR Performance Measure

    | 2022 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% |

  78. Payments Earned Under 2022 RTSR Performance Measure

    | | Target Value of 2022 Long-Term Cash Incentive Award Opportunity based on RTSR | % of Target Award Opportunity Earned | Earned Amount of Award based on RTSR | Stock Price Modification Factor Applied to 50% of Earned Award | Total Earned Amount of Award based on RTSR | | Brady M. Murphy | $675,000 | 116.7% | $787,500 | $96,618 | $884,118 | | Elijio V. Serrano | 250,000 | 116.7% | 291,667 | 35,785 | 327,452 | | Matthew J. Sanderson | 156,250 | 116.7% | 182,292 | 22,365 | 204,657 | | Timothy C. Moeller | 150,000 | 116.7% | 175,000 | 21,471 | 196,471 |

  79. Payments Earned Under 2022 RONCE (EBIT) Performance Measure

    | 2022 Long-Term Performance-Based Cash Incentives: RONCE (EBIT) | | | | | | Weighting of Each Year’s Performance in Calculating Total Payout | 29.0% | 33.0% | 38.0% | | | Performance Level | Target Performance Objectives | | | Unweighted Portion of Target Award Vested | | | Year 1 | Year 2 | Year 3 | | | Threshold | 5.8% | 9.4% | 9.8% | 30% | | Target | 7.3% | 11.8% | 12.3% | 100% | | Stretch | 9.1% | 14.8% | 15.4% | 150% | | OA | 11.0% | 17.7% | 23.1% | 200% | | | Actual RONCE (EBIT) Results | | | Aggregate Portion of Target Award Earned | | | Year 1 | Year 2 | Year 3 | | | | 13.4% | 20.5% | 15.1% | 179.6% |

  80. Payments Earned Under 2022 RONCE (EBIT) Performance Measure

    | | Target Value of 2022 Long-Term Cash Incentive Award Opportunity based on RONCE (EBIT) | % of Target Award Opportunity Earned | Earned Amount of Award based on RONCE (EBIT) | Stock Price Modification Factor Applied to 50% of Earned Award | Total Earned Amount of Award based on RONCE (EBIT) | | Brady M. Murphy | $675,000 | 179.6% | $1,212,015 | $148,702 | $1,360,717 | | Elijio V. Serrano | 250,000 | 179.6% | 448,895 | 55,075 | 503,970 | | Matthew J. Sanderson | 156,250 | 179.6% | 280,559 | 34,422 | 314,981 | | Timothy C. Moeller | 150,000 | 179.6% | 269,337 | 33,045 | 302,382 |

  81. Payments Earned Under 2022 RONCE (EBIT) Performance Measure

    Our CEO and each of the other NEOs who received a 2022 long-term performance-based cash incentive award elected to receive the portions of the awards that include the stock price modification factor 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 settled in RSUs and the numbers of RSUs granted to each NEO.

  82. Payments Earned Under 2022 RONCE (EBIT) Performance Measure

    | | Earned Amounts of 2022 Long-Term Cash Incentive Awards Without Stock Price Modification Factor Paid in Cash | Earned Amounts of 2022 Long-Term Cash Incentive Awards With Stock Price Modification Factor Settled in RSUs | Number of RSUs Granted in Lieu of Cash(1) | | Brady M. Murphy | $999,758 | $1,245,078 | 371,666 | | Elijio V. Serrano | 370,281 | 461,140 | 137,654 | | Matthew J. Sanderson | 231,425 | 288,213 | 86,034 | | Timothy C. Moeller | 222,168 | 276,684 | 82,593 |

  83. Payments Earned Under 2022 RONCE (EBIT) Performance Measure

    (1) Our CEO and each of the other NEOs who received a 2022 long-term performance-based cash incentive award elected to receive the portions of the awards that include the stock price modification factor 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 RSUs were granted under the Second Amended and Restated 2018 Equity Incentive Plan.

  84. Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation program. However, if we were to grant such awards again in the future, our equity grant guidelines generally provide that options and SARs would not be granted during the period beginning four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During 2024, while the Board did not grant any stock options or SARs, it also did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.

  85. 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.

  86. 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 provide for severance, or otherwise set forth the salary and other compensation of the NEOs, which is established in accordance with the procedures described above.

  87. 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.

  88. Summary Compensation Table

    Summary Compensation Table

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Brady M. Murphy | 2024 | $724,231 | $— | $1,430,129 | $— | $2,783,479 | $11,500 | $4,949,339 | | President & CEO | 2023 | 683,077 | — | 1,298,177 | — | 3,123,070 | 6,600 | 5,110,924 | | | 2022 | 649,615 | — | 1,275,156 | — | 3,083,611 | 6,100 | 5,014,482 | | Elijio V. Serrano | 2024 | $447,046 | $— | $476,712 | $— | $1,096,653 | $10,950 | $2,031,361 | | Sr. Vice President & CFO | 2023 | 428,654 | — | 480,807 | — | 1,325,352 | 10,500 | 2,245,313 | | | 2022 | 414,808 | — | 472,280 | — | 1,347,618 | 9,750 | 2,244,456 | | Matthew J. Sanderson | 2024 | $462,115 | $— | $357,535 | $— | $738,906 | $11,500 | $1,570,056 | | Executive VP & CCO | 2023 | 445,769 | — | 360,608 | — | 886,231 | 11,250 | 1,703,858 | | | 2022 | 428,700 | — | 295,176 | — | 913,917 | 10,250 | 1,648,043 | | Timothy C. Moeller | 2024 | $443,846 | $— | $321,780 | $— | $693,250 | $11,500 | $1,470,376 | | Sr. Vice President | 2023 | 423,654 | — | 702,484 | — | 663,530 | 11,250 | 1,800,918 | | | 2022 | 402,885 | — | 283,369 | — | 569,404 | 10,250 | 1,265,908 | | Roy E. McNiven(4) | 2024 | $417,462 | $— | $321,780 | $— | $173,597 | $12,100 | $924,939 | | Sr. Vice President | 2023 | 396,538 | — | 288,484 | — | 287,556 | 11,850 | 984,428 | | | 2022 | 124,385 | — | — | — | 109,612 | 2,567 | 236,564 |

  90. Summary Compensation Table

    (1) 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, 2024, 2023, and 2022, determined in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures. A discussion of the assumptions used in calculating the aggregate grant date value of such awards 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, 2024, as filed with the SEC on February 25, 2025. 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 2025 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, 2024, the value of which is included in the “Non-Equity Incentive Plan Compensation” column of this table. (2) The amounts included in this column reflect the amount of the annual incentive compensation earned by each of the NEOs under the CICP for 2024 based upon the achievement of the performance metrics outlined above. For Messrs. Murphy, Serrano, Sanderson, and Moeller, the amounts in this column also include the amounts of the long-term performance-based cash incentive compensation earned for the three-year performance period ended December 31, 2024 under the CICP. Messrs. Murphy, Serrano, Sanderson, and Moeller elected to receive a portion of this long-term performance-based cash incentive compensation earned with respect to the three-year performance period ended December 31, 2024 in the form of grants of RSUs in lieu of cash, with each NEO receiving the following number of RSUs: 371,666 (Mr. Murphy); 137,654 (Mr. Serrano); 86,034 (Mr. Sanderson); and 82,593 (Mr. Moeller), which were granted in March 2025. Such RSUs will vest on the first anniversary of the date of grant, subject to continued service through the vesting date. For more information, see “Compensation Discussion and Analysis - Compensation Elements - Long Term Incentives” above and “Grants of Plan-Based Awards,” below. (3) For 2024, the amounts reflected represent matching contributions under our 401(K) Retirement Plan. (4) Mr. McNiven was first appointed as an executive officer during 2022.

  91. 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, 2024 to each NEO (except where such grants were in settlement of cash awards earned for prior years’ performance and disclosed in the Grants of Plan-Based Awards table in prior fiscal years), 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 in 2024.

  92. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  93. 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 | 2/19/2024 | | | | 362,977 | | | $1,430,129 | | | 2/19/2024 | $275,625 | $918,750 | $1,837,500(3) | | | | | | | 2/19/2024 | $— | $750,000 | $1,500,000(4) | | | | | | | 2/19/2024 | $— | $750,000 | $1,500,000(5) | | | | | | Elijio V. Serrano | 2/19/2024 | | | | 120,993 | | | $476,712 | | | 2/19/2024 | $135,720 | $452,400 | $904,800(3) | | | | | | | 2/19/2024 | $— | $250,000 | $500,000(4) | | | | | | | 2/19/2024 | $— | $250,000 | $500,000(5) | | | | | | Matthew J. Sanderson | 2/19/2024 | | | | 90,745 | | | $357,535 | | | 2/19/2024 | $112,200 | $374,000 | $748,000(3) | | | | | | | 2/19/2024 | $— | $187,500 | $375,000(4) | | | | | | | 2/19/2024 | $— | $187,500 | $375,000(5) | | | | | | Timothy C. Moeller | 2/19/2024 | | | | 81,670 | | | $321,780 | | | 2/19/2024 | $94,500 | $315,000 | $630,000(3) | | | | | | | 2/19/2024 | $— | $168,750 | $337,500(4) | | | | | | | 2/19/2024 | $— | $168,750 | $337,500(5) | | | | | | Roy E. McNiven | 2/19/2024 | | | | 81,670 | | | $321,780 | | | 2/19/2024 | $88,830 | $296,100 | $592,200(3) | | | | | | | 2/19/2024 | $— | $168,750 | $337,500(4) | | | | | | | 2/19/2024 | $— | $168,750 | $337,500(5) | | | | |

  94. Grants of Plan-Based Awards Table

    (1) The number of shares of stock or units granted on 2/19/2024 are the RSUs granted in connection with 2024 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 until fully vested in February 2027. (2) The dollar amount reported reflects the fair value of the RSUs on the date of grant in accordance with FASB ASC Topic 718. (3) The non-equity incentive plan amounts granted on February 19, 2024 are the threshold, target, and maximum amounts of the annual cash incentive awards granted for 2024 performance under our CICP. The actual amounts of annual cash incentive awards earned for 2024 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (4) The non-equity incentive plan amounts granted on February 19, 2024 are the threshold, target, and maximum amounts of the RONCE (EBIT)-based long-term cash incentives granted for the January 1, 2024 through December 31, 2026 performance period that may be paid, to the extent earned and at the HCMCC's discretion, in March 2027. A performance result at threshold level corresponds to a 0% payment level, and therefore no amounts are reflected for threshold performance; however, for performance results that fall between threshold and target (and target and maximum) levels, straight line interpolation is used to determine the earned amount of the award. Please refer to Appendix A of this Proxy Statement for reconciliation of the RONCE (EBIT) non-GAAP financial measure. (5) The non-equity incentive plan amounts granted on February 19, 2024 are the threshold, target, and maximum amounts of the RTSR-based long-term cash incentives granted for the January 1, 2024 through December 31, 2026 performance period that may be paid, to the extent earned and at the HCMCC's discretion, in March 2027. A performance result at threshold level corresponds to a 0% payment level, and therefore no amounts are reflected for threshold performance; however, for performance results that fall between threshold and target (and target and maximum) levels, straight line interpolation is used to determine the earned amount of the award.

  95. 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, 2024.

  96. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table

  97. 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) | | | Exercisable | Unexercisable | | | | | | | (#) | (#) | ($/Share) | | (#) | ($) | | Brady M. Murphy | | | | | 77,003(3) | $275,671 | | | | | | | 172,173(4) | $616,379 | | | | | | | 362,977(5) | $1,299,458 | | | | | | | 109,379(6) | $391,577 | | | | | | | 222,927(7) | $798,079 | | Elijio V. Serrano | 70,978 | | $7.15 | 5/4/2025 | | | | | 74,686 | | $7.14 | 5/2/2026 | | | | | 139,706 | | $4.51 | 2/22/2027 | | | | | 103,826 | | $3.87 | 2/22/2028 | | | | | | | | | 28,520(3) | $102,102 | | | | | | | 63,768(4) | $228,289 | | | | | | | 120,993(5) | $433,155 | | | | | | | 43,752(6) | $156,632 | | | | | | | 106,998(7) | $383,053 | | Matthew J. Sanderson | 66,177 | | $4.51 | 2/22/2027 | | | | | 54,645 | | $3.87 | 2/22/2028 | | | | | | | | | 17,825(3) | $63,814 | | | | | | | 47,826(4) | $171,217 | | | | | | | 90,745(5) | $324,867 | | | | | | | 42,758(7) | $153,074 | | Timothy C. Moeller | 16,618 | | $4.19 | 5/4/2028 | | | | | | | | | 17,112(3) | $61,261 | | | | | | | 38,261(4) | $136,974 | | | | | | | 81,670(5) | $292,379 | | | | | | | 37,019(7) | $132,528 | | | | | | | 50,000(8) | $179,000 | | Roy E. McNiven | | | | | 38,261(4) | $136,974 | | | | | | | 81,670(5) | $292,379 |

  98. 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 $3.58, the closing price of our common stock on December 31, 2024. (3) One-third of the RSUs granted on February 21, 2022 vested on February 21, 2023; one-sixth portions of the RSUs granted vested once every six months beginning in August of 2023 and the award became fully vested in February of 2025. (4) 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. (5) One-third of the RSUs granted on February 19, 2024 vested on February 19, 2025; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2025 and the award will become fully vested in February of 2027. (6) These amounts relate to the RSUs granted in lieu of cash in connection with the settlement of the 2021 long-term performance-based cash awards at the election of certain of our NEOs on March 8, 2024, which became fully vested on March 8, 2025. (7) These amounts relate to the RSUs granted in lieu of cash in connection with the settlement of the 2023 annual cash incentive awards at the election of certain of our NEOs on March 15, 2024, which became fully vested on March 15, 2025. (8) One-third of the RSUs granted on October 4, 2023 vested on October 4, 2024; one-third portions of the RSUs granted will vest on the second and third anniversaries of the grant date and will become fully vested in October of 2026.

  99. 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, 2024.

  100. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table

  101. 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 | — | $— | 769,622 | $2,889,821 | | Elijio V. Serrano | — | $— | 333,071 | $1,258,149 | | Matthew J. Sanderson | — | $— | 175,759 | $657,123 | | Timothy C. Moeller | — | $— | 142,669 | $518,141 | | Roy E. McNiven | — | $— | 38,260 | $138,884 |

  102. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We provide our Senior Management, directors, and certain other key employees with the opportunity to participate in the Executive Nonqualified Excess Plan. As of December 31, 2024, none of our NEOs participates in the Executive Nonqualified Excess Plan. Other than the 401(k) Plan, we do not otherwise sponsor or maintain any plans that provide for specified retirement payments or benefits for our NEOs.

  103. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following disclosures discuss the payments and benefits that each of our NEOs who are current officers of the Company would have been eligible to receive upon certain termination events, assuming that each such termination occurred on December 31, 2024. The payments and benefits disclosed represent what would have been due and payable to such NEOs under the applicable agreements and plans in existence between each NEO and the Company as of December 31, 2024; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2024, unless specifically stated. As of the date of this Proxy Statement, we do not have a severance plan for, or any agreement with, any NEO that would require us to make any termination payments outside of a double-trigger, change-in-control termination. 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.

  104. Potential Payments upon Termination or Change of Control Table

    Potential Payments upon Termination or Change of Control Table The following table quantifies the potential payments to NEOs who were employed by us as of December 31, 2024, under the contracts, agreements or plans discussed above in various scenarios involving a termination of employment, including in connection with a Change of Control, assuming a December 31, 2024 termination date. In addition to the amounts reflected in the table, the NEOs would receive upon termination any salary earned through December 31, 2024, and any benefits they would otherwise be entitled to under our 401(k) Plan.

  105. 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 | $— | $— | $— | $3,381,163 | $— | $3,381,163 | | Retirement | — | — | — | 3,381,163 | — | 3,381,163 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 4,944,713 | 5,118,750 | — | 3,381,163 | 774,434 | 14,219,060 | | Elijio V. Serrano | | | | | | | | Death/disability | $— | $— | $— | $1,303,231 | $— | $1,303,231 | | Retirement | — | — | — | 1,303,231 | — | 1,303,231 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,809,600 | 1,952,400 | — | 1,303,231 | 35,913 | 5,101,144 | | Matthew J. Sanderson | | | | | | | | Death/disability | $— | $— | $— | $712,971 | $— | $712,971 | | Retirement | — | — | — | 712,971 | — | 712,971 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,683,000 | 1,436,500 | — | 712,971 | 47,434 | 3,879,905 | | Timothy C. Moeller | | | | | | | | Death/disability | $— | $— | $— | $802,142 | $— | $802,142 | | Retirement | — | — | — | 802,142 | — | 802,142 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,530,000 | 1,252,500 | — | 802,142 | 39,107 | 3,623,749 | | Roy E. McNiven | | | | | | | | Death/disability | $— | $— | $— | $429,353 | $— | $429,353 | | Retirement | — | — | — | 429,353 | — | 429,353 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,438,200 | 933,600 | — | 429,353 | 51,629 | 2,852,782 |

  106. 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 target annual cash incentive for the 2024 performance period and target long-term cash incentives for the three-year performance periods ended December 31, 2024, 2025, and 2026. (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 of outstanding equity awards 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 $3.58, the closing price of our common stock on December 31, 2024; 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 31, 2024, which was $3.58.

  107. 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 2024:

  108. CEO Pay Ratio

    | •Median employee’s total compensation | $94,835 | | •Mr. Murphy’s total annual compensation | $4,949,339 | | •Ratio of CEO to median employee compensation | 52.2 |

  109. 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, 2024 consisted of 1,413 full- and part-time employees located in 13 countries (we do not have temporary or seasonal workers). •We selected December 31, 2024 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, 2024 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.

  110. 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, 2024, 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.

  111. 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) | | | | 2024 | $4,949,339 | $4,196,903 | $1,499,183 | $1,276,116 | $182.65 | $54.90 | $108,284,000 | $99,403,000 | | 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 |

  112. Pay vs. Performance

    (1) The following table provides the name of the CEO and each NEO included in the compensation amounts above in 2024, 2023, 2022, 2021, and 2020:

  113. Pay vs. Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Chief Executive Officer (CEO) | Brady M. Murphy | 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 | Elijio V. Serrano | | | Matthew J. Sanderson | Matthew J. Sanderson | Matthew J. Sanderson | Matthew J. Sanderson | Matthew J. Sanderson | | | Timothy C. Moeller | Timothy C. Moeller | Timothy C. Moeller | Timothy C. Moeller | Timothy C. Moeller | | | Roy E. McNiven | Roy E. McNiven | Richard D. O’Brien | Jacek M. Mucha | Richard D. O’Brien | | | | | | | Bass C. Wallace, Jr. |

  114. 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 69. (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:

  115. Pay vs. Performance

    | Adjustments | 2024 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2024 | $(1,430,129) | $(369,452) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2024 that remain unvested as of year-end 2024, determined as of 12/31/2024 | 1,299,458 | 335,695 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2024, determined based on change in ASC 718 Fair Value from 12/31/2023 to 12/31/2024 | (234,225) | (70,870) | | Increase/deduction for awards granted during prior fiscal years that vested during 2024, determined based on change in ASC 718 Fair Value from 12/31/2023 to Vesting Date | (387,539) | (96,841) | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2024, determined as of 12/31/2023 | — | (21,600) | | Total Adjustments | $(752,435) | $(223,068) |

  116. 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 |

  117. 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 |

  118. 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 | | 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 |

  119. 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) |

  120. Pay vs. Performance

    (4) The following tables list the companies that comprised the Compensation Peer Group in 2024, 2023, 2022, 2021, and 2020:

  121. Pay vs. Performance

    | Companies Included in the 2024 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 | |

  122. 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 | |

  123. 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. | |

  124. 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. | | Precision Drilling Corporation | RPC, Inc. | | Select Energy Services, Inc. | USA Compression Partners, LP |

  125. 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 | |

  126. 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:

  127. Pay vs. Performance

    | Companies Included in the 2024 Peer Group & Changes vs. 2023 Peer Group | | | | Company | Reason for Change | Comparison of TETRA’s Cumulative TSR with that of both the Newly Selected 2024 Peer Group and the 2023 Peer Group | | Aris Water Solutions, Inc. | No change. | n/a | | Core Laboratories N.V. | No change. | | | Dril-Quip Inc. | No change. | | | Expro Group Holdings N.V. | No change. | | | Forum Energy Technologies, Inc. | No change. | | | Flotek Industries, Inc. | No change. | | | Hawkins Inc. | No change. | | | KLX Energy Services Holdings | No change. | | | 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. | | | Ranger Energy Services, Inc. | No change. | | | Select Energy Services, Inc. | No change. | |

  128. 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. | |

  129. 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). | |

  130. 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. | |

  131. 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 five-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. In 2024, net income increased, while compensation actually paid to our CEO and average compensation actually paid to our other NEOs decreased compared to the prior year, 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. The decrease in compensation actually paid to our CEO and average compensation actually paid to our other NEOs in 2024, compared to the prior year, aligns directionally with the year-over-year decrease in adjusted EBITDA 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 2024:

  132. Pay vs. Performance

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

  133. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  134. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION |

  135. 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 2024 annual compensation for non-employee directors consisted of the elements shown in the below table:

  136. DIRECTOR COMPENSATION

    | Board Fees | | | | Non-Employee Directors except Board Chair | $90,000 Annual Retainer (1) | $110,000 Annual Equity Award Value (2) | | Non-Executive Chair | $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 | |

  137. DIRECTOR COMPENSATION

    | (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 |

  138. DIRECTOR COMPENSATION

    On May 21, 2024, each non-employee director, excluding Mr. Glick, received an award of 26,551 RSUs with an aggregate grant date fair market value of $108,063 while Mr. Glick received an award of 36,206 RSUs with a grant date fair value of $147,358. The RSUs will vest on the one-year anniversary of the grant date (May 21, 2025). 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. On March 20, 2024, in connection with her appointment as a member of our Board of Directors, Ms. John received an award of 4,160 RSUs with a grant date fair value of $18,637, representing the prorated portion of the annual equity award to non-employee directors for the term of her service between her date of appointment and May 21, 2024, the date of the Company’s 2024 annual meeting of stockholders. Ms. John’s prorated award fully vested on May 24, 2024. 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”) 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

  139. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION 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 HCMCC. All deferrals pursuant to the Non-Employee Director Deferred Compensation Plan are considered unfunded obligations of the Company. 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, 2024. Mr. Murphy, who served on the Board of Directors during 2024, did not receive any additional compensation for his service on the Board. All compensation provided to Mr. Murphy with respect to the 2024 year is reflected within the Summary Compensation Table above.

  140. Director Compensation Table

    Director Compensation Table

  141. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) (2) | Total | | | $ | $ | $ | | Current Directors | | | | | Mark E. Baldwin | $110,000 | $108,063 | $218,063 | | Thomas R. Bates, Jr. | 105,000 | 108,063 | 213,063 | | Christian A. Garcia | 90,000 | 108,063 | 198,063 | | John (“Jay”) F. Glick | 150,000 | 147,358 | 297,358 | | Angela D. John | 70,403 | 126,700 | 197,103 | | Sharon B. McGee | 99,148 | 108,063 | 207,211 | | Shawn D. Williams | 90,000 | 108,063 | 198,063 | | Former Director | | | | | Gina Luna (3) | 40,932 | — | 40,932 |

  142. Director Compensation Table

    (1) The amounts reflected in this column represent the grant date fair value of the RSUs granted to the non-employee directors in May 2024 (or in March and May 2024 for Ms. John), computed in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures. See Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Each non-employee director, other than Mr. Glick, held 26,551 unvested RSUs as of December 31, 2024, while Mr. Glick held 36,206 unvested RSUs as of December 31, 2024. (2) Mr. Williams elected to defer settlement of the 2024 award, representing 26,551 RSUs, in accordance with his deferral election form pursuant to our Non-Employee Director Deferred Compensation Plan to the earlier to occur of (i) the consummation of a change in control of TETRA or (ii) the date of his separation of service from TETRA. (3) Fees earned or paid in cash for Ms. Luna represent compensation earned for services as a director from January 1, 2024 through May 21, 2024, at which time she retired from service as a director. Ms. Luna did not receive an equity award during 2024.