DEF 14A of Tetra Technologies Inc
Filed Apr 9, 2026 · FY20250000844965-26-000026
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| COMPENSATION OF EXECUTIVE OFFICERS | | 60 | | | Summary Compensation | 60 | | | Grants of Plan Based Awards | 61 | | | Outstanding Equity Awards at Fiscal Year End | 62 | | | Option Exercises and Stock Vested | 63 | | | Nonqualified Deferred Compensation | 63 | | | Potential Payments upon Termination or Change of | | | | Control | 63 | | | CEO Pay Ratio | 66 | | | Pay vs. Performance | 66 | | | Equity Compensation Plan Information | 74 | | COMPENSATION RISK | | 75 | | DIRECTOR COMPENSATION | | 76 | | BENEFICIAL STOCK OWNERSHIP OF CERTAIN | | | | STOCKHOLDERS AND MANAGEMENT | | 78 | | | 2027 Proposals of Stockholders | 79 | | | Additional Financial Information | 79 | | | Other Matters | 80 | | GENERAL INFORMATION ABOUT THE MEETING | | | | AND VOTING | | 81 | | | General Voting Instructions | 81 | | | Voting Rules | 82 | | | Householding of Annual Meeting Materials | 84 | | APPENDIX A - INFORMATION REGARDING | | | | NON-GAAP FINANCIAL MEASURES | | 85 | | ANNEX A - AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN | | 90 |
Snapshot of 2026 Director Nominees
Snapshot of 2026 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.
Snapshot of 2026 Director Nominees
| Independence | Tenure | | | |
Snapshot of 2026 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 (“Julie”) A. Sloat | Shawn D. Williams |
Snapshot of 2026 Director Nominees
| 2026 Nominees | Tenure | Independent | Committee Memberships | | | Other Current Public | | | (years) | | Audit | HCMCC | NGSC | Directorships | | Thomas R. Bates, Jr. | 14 | • | | C | | 2 | | Christian A. Garcia* | 3 | • | C | | | 2 | | Jay F. Glick | 12 | • | Ex-Officio Member of all committees | | | 0 | | Angela D. John | 2 | • | ● | | ● | 0 | | Sharon B. McGee | 4 | • | | ● | C | 0 | | Brady M. Murphy | 7 | CEO | | | | 0 | | Julie A. Sloat* | 1 | • | ● | | ● | 1 | | Shawn D. Williams | 5 | • | ● | ● | | 1 |
Snapshot of 2026 Director Nominees
| HCMCC = Human Capital Management & Compensation Committee | C = Chair | | NGSC = Nominating, Governance, and Sustainability Committee | ● = Member | | *= Audit Committee Financial Expert | |
Snapshot of 2026 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.
Snapshot of 2026 Director Nominees
| | Deep knowledge in oilfield services industry that supports our base business | | | Added board members with skills that support our strategic focus on emerging growth opportunities utilizing our fluids chemistry and transitional energy solutions | | | | | | | | | | | | | | | | | | | Bates | Glick | Murphy | Williams | McGee | Garcia | John | Sloat | Totals | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Current/Former CEO Executive | ● | ● | ● | ● | | | | ● | 5 | | Current/Former CFO Experience | | | | | | ● | | ● | 2 | | Operating Experience | ● | ● | ● | ● | ● | ● | ● | ● | 8 | | Traditional/Transitional Energy Experience | ● | ● | ● | | ● | ● | ● | ● | 7 | | Industrials/Specialty Materials/Chemicals Experience | | ● | ● | ● | ● | ● | | | 5 | | Strategic Growth/Market Expansion | ● | ● | ● | | ● | | ● | ● | 6 | | Finance/Accounting/Capital Markets | ● | | ● | | ● | ● | | ● | 5 | | Global Business | ● | ● | ● | ● | ● | ● | | ● | 7 | | Health, Safety and Sustainability | | | ● | | ● | | ● | ● | 4 | | Information Security/Cyber Oversight | | | | ● | ● | | ● | ● | 4 | | Outside Public Company Board Experience | ● | ● | | ● | | ● | ● | ● | 6 |
2022 NEOs
| 2025 NEOs | Change in Annual Base Salary (2024 to 2025) | Change in Target Annual Bonus (2024 to 2025) | Percentage of 2025 Total Target Direct Compensation That Is Variable or Performance-Based | | Brady M. Murphy | No change | No change | 84.2% | | Elijio V. Serrano | No change | No change | 76.2% | | Matthew J. Sanderson | No change | No change | 70.6% | | Timothy C. Moeller | No change | Increased to 80% of base salary | 70.2% | | Roy E. McNiven | No change | Increased to 80% of base salary | 71.1% |
Proposal No. 1 — Election of Directors
Proposal No. 1 — Election of Directors
Proposal No. 1 — Election of Directors
| The Board recommends a vote FOR the election of each nominee |
Nominees for Director
Nominees for Director The nominees for election as directors are as follows:
Nominees for Director
| Name | Age | Position with Us | Tenure (years) | Other Current Public Directorships | | Thomas R. Bates, Jr. | 76 | Independent Director | 14 | 2 | | Christian A. Garcia | 62 | Independent Director | 3 | 2 | | Jay F. Glick | 73 | Board Chair, Independent Director | 12 | 0 | | Angela D. John | 55 | Independent Director | 2 | 0 | | Sharon B. McGee | 61 | Independent Director | 4 | 0 | | Brady M. Murphy | 66 | Director, President and CEO | 7 | 0 | | Julie A. Sloat | 57 | Independent Director | 1 | 1 | | Shawn D. Williams | 62 | Independent Director | 5 | 1 |
Nominees for Director
See “Beneficial Stock Ownership of Certain Stockholders and Management” on page 78 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.
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. | |
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) Weatherford International Plc (NASDAQ: WFRD) 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: 76 | Dr. Bates has been an adjunct professor in the Finance Department at Texas Christian University since 2011, 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. |
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 served as Chair of the Audit Committee since June 2025 and as a member of the Board and the Audit Committee since May 2023. He also served on the Nominating, Governance, and Sustainability Committee from May 2023 to June 2025. He brings over 30 years of financial leadership experience across various industries, including oilfield services, automotive electronics, software, consulting, and business equipment. | |
Nominees for Director
| Committees: | Career Highlights | | Audit Other Current Public Boards: Bausch Health Companies, Inc. (NYSE: BHC) Mueller Water Products, Inc. (NYSE: MWA) Former Public Boards: Dana, Inc. (NYSE: DAN) Jan.-June 2025 Keane Group, Inc. (NYSE: FRAC) Education: B.S., University of the Philippines Master’s, Business, Purdue University Age: 62 | 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. Mr. Garcia retired after his tenure at BrandSafway. 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. |
Nominees for Director
| 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 Chair 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. | |
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: 73 | Mr. Glick previously served in roles of increasing responsibility at Lufkin Industries, Inc., a global provider of rod lift optimization solutions, products, technologies, and services to the oil and gas industry, 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. |
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. | |
Nominees for Director
| Committees: | Career Highlights | | Audit Nominating, Governance and Sustainability Other Current Public Boards: None Former Public Boards: Parkland Corporation (TSX: PKI) Aug. 2021-Oct. 2025 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 CERT Certification in Cybersecurity issued by the Carnegie Mellon University Software Engineering Institute Age: 55 | 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, a business development group focused on commercializing innovative technologies, markets, and business models, at The Williams Companies, Inc. (NYSE: WMB). Prior to that, she held various leadership positions at BP p.l.c. (NYSE/LSE: BP), a global oil and gas company, 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. |
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 | | | Key Expertise Provided to the Board | | | | 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. | |
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: 61 | Ms. McGee founded SDBM Executive and Strategic Advisory LLC in 2021 and provides advisory services 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. |
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. | |
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: 66 | 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), a multinational oil service company, 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. |
Nominees for Director
| Julie A. Sloat, Independent Director | | | | | 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 has been a member of the Board since June 2025 and serves as a member of the Audit Committee and the Nominating, Governance and Sustainability Committee. Ms. Sloat brings extensive experience in the energy and industrial sectors including prior roles as CEO and CFO of a public company. | |
Nominees for Director
| Committees: | Career Highlights | | Audit Nominating, Governance and Sustainability 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 MIT & The National Academy for Nuclear Training Reactor Technology Course Age: 57 | Ms. Sloat most recently served as Chair of the Board, President, and Chief Executive Officer of American Electric Power, an investor owned electric utility 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 2023. 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 from January 2021 through August 2022 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. |
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. | |
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) Feb. 2023-Nov. 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 Chair 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. |
Nominees for Director
More details on our Board of Directors and corporate governance documents can be found starting on page 25.
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 26). | | • | 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 56). | | • | 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 47). | | • | Our Board of Directors has adopted stock ownership guidelines that apply to our directors and executive officers (pages 31 and 57). | | • | We employ our executive officers “at will” under employment agreements similar to those executed by all our employees (page 57). | | • | Our insider trading policy prohibits transactions involving short sales, the buying and selling of puts, calls, or other derivative instruments, and certain forms of hedging or monetization transactions involving our securities (page 38). | | • | 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 75). |
Board Committees and Meetings
| Human Capital Management & Compensation Committee | | | | Independent Compensation Consultant. The HCMCC has the authority to retain, approve fees and other terms for, and terminate any compensation consultant, outside counsel, or other advisors to assist the committee in the discharge of its duties. In preparation for 2025, the HCMCC retained the services of Pay Governance LLC (“Pay Governance”), an independent provider of compensation consulting services, to review our compensation programs and practices and to assist in the review of compensation disclosures included in this Proxy Statement. Pay Governance acted as independent advisor to the HCMCC and does not provide any other services to us or earn any compensation from us outside of the services provided as an independent advisor to the HCMCC. Compensation Committee Interlocks and Insider Participation. The members of the HCMCC during 2025 were Mr. Bates, as Chair, Ms. McGee, and Mr. Williams, none of whom is or was previously an officer or employee of ours, and none of whom had any relationship required to be disclosed under this section. |
Key Compensation Practices and Policies
| What We Do | What We Don’t Do | | ☑ Tie a substantial majority of executive compensation to performance through rigorous, objective, and predominantly at-risk measures ☑ Maintain a robust Clawback Policy that exceeds regulatory minimums and applies to all forms of incentive compensation for executive officers, including recovery for financial restatements and misconduct ☑ Enforce meaningful stock ownership guidelines for executive officers and directors, with retention requirements to promote long-term alignment with stockholders ☑ Engage a fully independent compensation consultant that provides no other services to management or the Company ☑ Ensure complete independence of the Human Capital Management and Compensation Committee ☑ Follow strict, documented procedures for granting equity awards, including policies on timing to avoid issues related to material non-public information ☑ Incorporate returns-based and other rigorous performance metrics in LTI awards for executive officers, with multi-year vesting horizons ☑ Conduct annual reviews of pay-for-performance alignment, including analysis of realized/realizable pay versus key financial and stockholder return metrics | ☒ Enter into fixed-term employment agreements or provide guaranteed multi-year employment with our officers ☒ Guarantee annual salary increases, bonuses, or non-performance-based payouts ☒ Reload, reprice, backdate, or otherwise modify outstanding stock options without stockholder approval ☒ Permit short sales, hedging transactions, derivative use, pledging, or other arrangements that could decouple executive interests from stockholders ☒ Grant stock options or other equity awards with exercise prices below fair market value on the grant date ☒ Provide tax gross-ups, excessive perquisites (e.g., club memberships, personal use of aircraft), or other significant non-performance benefits ☒ Use single-trigger change-in-control agreements or accelerate equity vesting without a qualifying termination (double-trigger only) ☒ Maintain a poison pill or similar stockholder rights plan without stockholder approval ☒ Pay dividends or dividend equivalents on unvested equity awards ☒ Allow relative TSR awards to pay out above target when absolute TSR is negative |
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. |
Overview of Compensation Philosophy and Objectives
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 2025, 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.
Overview of Compensation Philosophy and Objectives
| 2025 NEO TARGET TOTAL DIRECT COMPENSATION | | | | CEO | Other NEOs | | | | | Base Salary | | | | Long-Term Performance-Based Incentive(1) | | | | Annual Performance-Based Cash Incentive | | | | Long-Term Time-Vesting Incentive(2) |
Overview of Compensation Philosophy and Objectives
(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.
Overview of Compensation Philosophy and Objectives
Role of HCMCC. The HCMCC determines our overall compensation philosophy, sets the compensation of our CEO, approves the compensation of our other 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 October 2024, the HCMCC appointed Pay Governance as its independent advisor to evaluate our compensation program. Pay Governance provides guidance on our program's structure and industry trends, and provides 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 2025, the HCMCC, with the assistance of Pay Governance, adopted one single peer group to be used for our evaluation of both our 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.
Compensation & Performance Peer Group
Compensation & Performance Peer Group Companies selected to be included in the compensation and performance peer group are chosen from public companies across global geographies within relevant business sectors that are comparable with us in terms of size (as measured by revenue and market capitalization), that compete with us in terms of the customers we serve, and that we compete with for operational and executive talent. In December 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 2025 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 2025 for the performance period of January 1, 2025 through December 31, 2027:
Compensation & Performance Peer Group
| 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. •Forum Energy Technologies, Inc. •Flotek Industries, Inc. •Hawkins Inc. •Innovex International, Inc. •KLX Energy Services Holdings, Inc. | •Nine Energy Service, Inc. •Newpark Resources, Inc. •Oil States International, Inc. •Ranger Energy Services, Inc. •Mammoth Energy Services, Inc. •Select Water Solutions, Inc. •Expro Group Holdings N.V. |
Compensation & Performance Peer Group
(1) For purposes of measuring RTSR under our long-term performance-based cash incentive awards, adjustments may be made to our peer group during the performance period in order to reflect certain transactional activities of our peers, such as mergers or filing for bankruptcy. 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.
Compensation & Performance Peer Group
| IV. Compensation Elements |
Compensation & Performance Peer Group
We strongly believe that our NEOs and Senior Management should be compensated with a package that includes the following five elements:
Compensation & Performance Peer Group
| | | Pay Element | Description | Link to Compensation Philosophy | | FIXED | SHORT-TERM | Base Salary | Fixed base pay to competitively compensate executives for their roles. | Attract and retain high caliber talent. | | VARIABLE | | Annual Cash Incentives | Performance-based cash compensation dependent on performance against a key financial goal: EBITDA - weighted 100% Actual earned amounts can range from 0% to 200% of target based on annual performance and may be reduced by up to 10% if targeted health, safety, and environmental results are not attained. | Motivates NEOs to focus on profitable growth and operational efficiency. Rewards NEOs for achieving annual financial goals and reinforces operational focus on the safety of our employees and protection of the environments in which we operate. | | | LONG-TERM | Long-Term Cash Incentives | Long-term performance-based cash dependent on performance against two key goals: Average Return on Net Capital Employed (“Average RONCE (EBIT)”) - weighted 50% Relative TSR - weighted 50% Earned amounts can range from 0% to 200% of target based on performance over a 3-year period. | The Average RONCE (EBIT) metric promotes focus on long-term profitability and strategic investments, and the relative TSR metric motivates the value creating actions necessary to increase the market value of our stock. Rewards NEOs for positive financial results and improved relative stock price performance. | | | | RSUs | RSUs vest over a 3-year period. Realized value is based on the market value of our common stock. | Key to long-term retention and alignment with the interests of stockholders. | | OTHER | | Employee Benefits | Health and welfare plans offered to our executives are the same plans offered to all employees. | Enable executives to successfully execute their roles while safeguarding the health and well-being of themselves and their families. |
Compensation & Performance Peer Group
Our utilization of each of these elements in our 2025 compensation program is discussed in detail below.
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 2025 plan year, in connection with their review of industry specific market compensation data provided by the Committee’s independent advisor, Pay Governance, the HCMCC increased the target annual incentive opportunities for Messrs. McNiven and Moeller from 70% of base salary to 80% of base salary, in order to ensure that target compensation for these NEOs remains sufficiently competitive. The following table sets forth the annual cash incentive opportunities for the 2025 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, 2025.
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 | | | (30% 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 | 24.0% | 80.0% | 160.0% | | Roy E. McNiven | 24.0% | 80.0% | 160.0% |
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 2025 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.
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) | $116.0 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 is 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. |
Annual Cash Incentives
In setting the Adjusted EBITDA for Compensation Purposes target performance objective for 2025, we considered the potential impact of tariffs on our costs for products and materials, a high percentage of which are sourced from the U.S., and the early 2025 pull-back in oil prices, which created some degree of uncertainty in the ongoing level of activity for our U.S. Water & Flowback segment. With these factors in mind, the target performance objective for 2025 was set marginally lower than in 2024. For the Adjusted EBITDA for Compensation Purposes performance measure, awards are earned only if results exceed a minimum threshold of 75% of the target performance objective. 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 performance 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.
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% |
Annual Cash Incentives
The following table shows the target performance objective and actual 2025 result for each performance measure applicable to our CEO and other NEOs for the 2025 plan year.
Annual Cash Incentives
| Performance Measure | Target Performance Objective | Result of 2025 Performance Period | | Adjusted EBITDA for Compensation Purposes | $116.0 million | $109.8 million (94.6% of target) | | Sustainability (Health, Safety, and Environment) | Reach or exceed applicable key performance indicators and improve performance compared to the prior year | Achieved |
Annual Cash Incentives
The following table shows the target amount of each NEOs 2025 award opportunity, the weight of the financial performance measure and the percentage of the award deemed to have been earned based on 2025 performance relative to that measure, and the amount of the award opportunity earned.
Annual Cash Incentives
| | Target Amount of 2025 Award Opportunity | Weight of Adjusted EBITDA for Compensation Purposes Performance Measure | Percentage of Adjusted EBITDA for Compensation Purposes Performance Measure Earned(1) | Total Amount of 2025 Award Opportunity Earned | | Brady M. Murphy | $918,750 | 100.0% | 84.9% | $779,973 | | Elijio V. Serrano | 452,400 | 100.0% | 84.9% | 384,065 | | Matthew J. Sanderson | 374,000 | 100.0% | 84.9% | 317,508 | | Timothy C. Moeller | 360,000 | 100.0% | 84.9% | 305,622 | | Roy E. McNiven | 338,400 | 100.0% | 84.9% | 287,285 |
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 for display purposes only.
Long-Term Incentives
Long-Term Incentives 2025 Awards of Long-Term Incentives. Awards of long-term incentives granted to our NEOs in 2025 consist of RSUs, and 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 2025 awards of long-term incentives to each of our NEOs:
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 | 350,000 | 350,000 | 700,000 | | Roy E. McNiven | 350,000 | 350,000 | 700,000 |
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 to each of our NEOs on February 28, 2025. 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 2028. Also on February 28, 2025, 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, 2027. The performance measures and the relative weights of each such performance measure for these long-term cash incentive awards are:
Long-Term Incentives
| Performance Measures Applicable to Awards of Long-Term Performance-Based Cash | | (i) TETRA’s Average RONCE (EBIT) for the three-year period ending December 31, 2027, weighted 50%; and (ii) RTSR based on our Compensation & Performance Peer Group for the three-year period ending December 31, 2027, weighted 50% |
Long-Term Incentives
Average RONCE (EBIT) is defined as the three-year average of earnings before interest and taxes (EBIT), divided by the three-year average net capital employed measured at each year-end during the performance period. Net capital employed is defined as total assets minus cash and 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 long-term profitability and strategic investments that create sustainable stockholder value, while the RTSR performance measure motivates our NEOs to take the value creating actions necessary to increase the market value of our stock. Please refer to Appendix A in this Proxy Statement for reconciliations of non-GAAP financial measures. A 100% cap on payment of the award will apply to the RTSR-based portion of long-term performance-based cash awards if our absolute TSR is negative over the three-year performance period. 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 2025 Compensation & Performance Peer Group is comprised of public companies across global geographies within relevant business sectors that are comparable with us in terms of size (as measured by revenue and market capitalization), that compete with us in terms of the customers we serve, and that we compete with for operational and executive talent. The following peer group was adopted by the HCMCC in December of 2024 for the performance period of January 1, 2025 through December 31, 2027:
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. •Forum Energy Technologies, Inc. •Flotek Industries, Inc. •Hawkins Inc. •Innovex International, Inc. •KLX Energy Services Holdings, Inc. | •Nine Energy Service, Inc. •Newpark Resources, Inc. •Oil States International, Inc. •Ranger Energy Services, Inc. •Mammoth Energy Services, Inc. •Select Water Solutions, Inc. •Expro Group Holdings N.V. |
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 mergers or filing for bankruptcy. For each performance measure under the awards granted in 2025, 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 RONCE (EBIT), threshold performance is 70% of target and results in a 0% payout; no award is earned at or below this level. Stretch performance is 130% of target and results in a 200% payout. •For RTSR, threshold performance is a 25th percentile ranking relative to the peer group and results in a 0% payout; no award is earned at or below this level. Target performance is a 50th percentile ranking relative to the peer group and results in a 100% payout, and stretch performance is a 75th percentile ranking and results in a 200% payout:
Long-Term Incentives
| 2025 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% |
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 2023. In February of 2023, 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, 2025. 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, 2025 and TSR relative to our performance peer group for the three-year period ending December 31, 2025.
Payments Earned Under 2023 RTSR Performance Measure
| 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. •NPK International Inc. •Oil States International, Inc. •Ranger Energy Services, Inc. •Mammoth Energy Services, Inc. •Select Water Solutions, Inc. •Expro Group Holdings N.V. |
Payments Earned Under 2023 RTSR Performance Measure
| 2023 Long-Term Performance-Based Cash Incentives: TSR vs. Peer Group | | | | Performance Level | Target Performance Objective | Portion of Target Award Vested | | Threshold | 25th %ile | 0% | | Target | 50th %ile | 100% | | Stretch | 75th %ile | 200% |
Payments Earned Under 2023 RTSR Performance Measure
| | Target Value of 2023 Long-Term Cash Incentive Award Opportunity based on RTSR | Amount Earned as of December 31, 2025 | % of Target Award Opportunity Earned | | Brady M. Murphy | $675,000 | $1,350,000 | 200% | | Elijio V. Serrano | 250,000 | 500,000 | 200% | | Matthew J. Sanderson | 187,500 | 375,000 | 200% | | Timothy C. Moeller | 150,000 | 300,000 | 200% | | Roy E. McNiven | 150,000 | 300,000 | 200% |
Payments Earned Under 2023 RONCE (EBIT) Performance Measure
| 2023 Long-Term Performance-Based Cash Incentives: RONCE (EBIT) | | | | | | Weighting of Each Year’s Performance in Calculating Total Payout | 33.3% | 33.3% | 33.4% | | | Performance Level | Target Performance Objectives | | | Unweighted Portion of Target Award Vested | | | Year 1 | Year 2 | Year 3 | | | Threshold | 12.0% | 9.9% | 8.3% | 0% | | Target | 18.0% | 14.9% | 12.4% | 100% | | Stretch | 24.0% | 19.9% | 16.5% | 200% | | | Actual RONCE (EBIT) Results | | | Aggregate Portion of Target Award Earned | | | Year 1 | Year 2 | Year 3 | | | | 20.5% | 15.1% | 15.3% | 138.1% |
Payments Earned Under 2023 RONCE (EBIT) Performance Measure
| | Target Value of 2023 Long-Term Cash Incentive Award Opportunity based on RONCE (EBIT) | Amount Earned as of December 31, 2025 | % of Target Award Opportunity Earned | | Brady M. Murphy | $675,000 | $931,852 | 138.1% | | Elijio V. Serrano | 250,000 | 345,130 | 138.1% | | Matthew J. Sanderson | 187,500 | 258,848 | 138.1% | | Timothy C. Moeller | 150,000 | 207,078 | 138.1% | | Roy E. McNiven | 150,000 | 207,078 | 138.1% |
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 2025, 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.
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.
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, nor 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.
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.
Summary Compensation Table
Summary Compensation Table
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 | 2025 | $735,000 | $— | $1,325,333 | $— | $3,061,825 | $11,750 | $5,133,908 | | President & CEO | 2024 | 724,231 | — | 1,430,129 | — | 2,783,479 | 11,500 | 4,949,339 | | | 2023 | 683,077 | — | 1,298,177 | — | 3,123,070 | 6,600 | 5,110,924 | | Elijio V. Serrano | 2025 | $452,400 | $— | $441,778 | $— | $1,229,195 | $11,100 | $2,134,473 | | Sr. Vice President & CFO | 2024 | 447,046 | — | 476,712 | — | 1,096,653 | 10,950 | 2,031,361 | | | 2023 | 428,654 | — | 480,807 | — | 1,325,352 | 10,500 | 2,245,313 | | Matthew J. Sanderson | 2025 | $467,500 | $— | $331,333 | $— | $951,356 | $11,750 | $1,761,939 | | Executive VP & CCO | 2024 | 462,115 | — | 357,535 | — | 738,906 | 11,500 | 1,570,056 | | | 2023 | 445,769 | — | 360,608 | — | 886,231 | 11,250 | 1,703,858 | | Timothy C. Moeller | 2025 | $450,000 | $— | $309,245 | $— | $812,700 | $11,750 | $1,583,695 | | Sr. Vice President | 2024 | 443,846 | — | 321,780 | — | 693,250 | 11,500 | 1,470,376 | | | 2023 | 423,654 | — | 702,484 | — | 663,530 | 11,250 | 1,800,918 | | Roy E. McNiven | 2025 | $423,000 | $— | $309,245 | $— | $794,363 | $12,350 | $1,538,958 | | Sr. Vice President | 2024 | 417,462 | — | 321,780 | — | 173,597 | 12,100 | 924,939 | | | 2023 | 396,538 | — | 288,484 | — | 287,556 | 11,850 | 984,428 |
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, 2025, 2024, and 2023, 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, 2025, as filed with the SEC on February 25, 2026. (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 2025 based upon the achievement of the performance metrics outlined above and the amounts of the long-term performance-based cash incentive compensation earned for the three-year performance period ended December 31, 2025 under the CICP. (3) For 2025, the amounts reflected include matching contributions under our 401(k) Plan.
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, 2025 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 2025.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table
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 | 2/28/2025 | | | | 349,692 | | | $1,325,333 | | | 2/28/2025 | $275,625 | $918,750 | $1,837,500(3) | | | | | | | 2/28/2025 | $— | $750,000 | $1,500,000(4) | | | | | | | 2/28/2025 | $— | $750,000 | $1,500,000(5) | | | | | | Elijio V. Serrano | 2/28/2025 | | | | 116,564 | | | $441,778 | | | 2/28/2025 | $135,720 | $452,400 | $904,800(3) | | | | | | | 2/28/2025 | $— | $250,000 | $500,000(4) | | | | | | | 2/28/2025 | $— | $250,000 | $500,000(5) | | | | | | Matthew J. Sanderson | 2/28/2025 | | | | 87,423 | | | $331,333 | | | 2/28/2025 | $112,200 | $374,000 | $748,000(3) | | | | | | | 2/28/2025 | $— | $187,500 | $375,000(4) | | | | | | | 2/28/2025 | $— | $187,500 | $375,000(5) | | | | | | Timothy C. Moeller | 2/28/2025 | | | | 81,595 | | | $309,245 | | | 2/28/2025 | $108,000 | $360,000 | $720,000(3) | | | | | | | 2/28/2025 | $— | $175,000 | $350,000(4) | | | | | | | 2/28/2025 | $— | $175,000 | $350,000(5) | | | | | | Roy E. McNiven | 2/28/2025 | | | | 81,595 | | | $309,245 | | | 2/28/2025 | $101,520 | $338,400 | $676,800(3) | | | | | | | 2/28/2025 | $— | $175,000 | $350,000(4) | | | | | | | 2/28/2025 | $— | $175,000 | $350,000(5) | | | | |
Grants of Plan-Based Awards Table
(1) The number of shares of stock or units granted on February 28, 2025 are the RSUs granted in connection with 2025 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 2028. (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 28, 2025 are the threshold, target, and maximum amounts of the annual cash incentive awards granted for 2025 performance under our CICP. The actual amounts of annual cash incentive awards earned for 2025 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 28, 2025 are the threshold, target, and maximum amounts of the Average RONCE (EBIT)-based long-term cash incentives granted for the January 1, 2025 through December 31, 2027 performance period that may be paid, to the extent earned and at the HCMCC's discretion, in March 2028. 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 Average RONCE (EBIT) non-GAAP financial measure. (5) The non-equity incentive plan amounts granted on February 28, 2025 are the threshold, target, and maximum amounts of the RTSR-based long-term cash incentives granted for the January 1, 2025 through December 31, 2027 performance period that may be paid, to the extent earned and at the HCMCC's discretion, in March 2028. 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.
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, 2025.
Outstanding Equity Awards at Fiscal Year End Table
Outstanding Equity Awards at Fiscal Year End Table
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 | | | | | 57,391(3) | $537,754 | | | | | | | 181,489(4) | $1,700,552 | | | | | | | 349,692(5) | $3,276,614 | | | | | | | 371,666(6) | $3,482,510 | | Elijio V. Serrano | 74,686 | | $7.14 | 5/2/2026 | | | | | 139,706 | | $4.51 | 2/22/2027 | | | | | 103,826 | | $3.87 | 2/22/2028 | | | | | | | | | 21,256(3) | $199,169 | | | | | | | 60,497(4) | $566,857 | | | | | | | 116,564(5) | $1,092,205 | | | | | | | 137,654(6) | $1,289,818 | | Matthew J. Sanderson | 66,177 | | $4.51 | 2/22/2027 | | | | | 54,645 | | $3.87 | 2/22/2028 | | | | | | | | | 15,942(3) | $149,377 | | | | | | | 45,373(4) | $425,145 | | | | | | | 87,423(5) | $819,154 | | | | | | | 86,034(6) | $806,139 | | Timothy C. Moeller | 16,618 | | $4.19 | 5/4/2028 | | | | | | | | | 12,754(3) | $119,505 | | | | | | | 40,836(4) | $382,633 | | | | | | | 81,595(5) | $764,545 | | | | | | | 82,593(6) | $773,896 | | | | | | | 25,000(7) | $234,250 | | Roy E. McNiven | | | | | 12,754(3) | $119,505 | | | | | | | 40,836(4) | $382,633 | | | | | | | 81,595(5) | $764,545 |
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 $9.37, the closing price of our common stock on December 31, 2025. (3) One-third of the RSUs granted on February 22, 2023 vested on February 22, 2024; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2024 and the award will become fully vested in February of 2026. (4) One-third of the RSUs granted on February 19, 2024 vested on February 19, 2025; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2025 and the award will become fully vested in February of 2027. (5) One-third of the RSUs granted on February 28, 2025 vested on February 28, 2026; one-sixth portions of the RSUs granted will vest once every six months beginning in August of 2026 and the award will become fully vested in February of 2028. (6) These amounts relate to the RSUs granted in lieu of cash in connection with the settlement of the 2022 long-term performance-based cash awards at the election of certain of our NEOs on March 14, 2025, which became fully vested on March 14, 2026. (7) One-third of the RSUs granted on October 4, 2023 vested on October 4, 2024; one-third portions of the RSUs granted will vest on the second and third anniversaries of the grant date and will become fully vested in October of 2026.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding TETRA stock options and stock awards exercised and vested, respectively, under the TETRA equity plans by each of our NEOs during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) | (#) | ($) | | Brady M. Murphy | — | $— | 705,579 | $2,727,476 | | Elijio V. Serrano | — | $— | 282,278 | $1,072,831 | | Matthew J. Sanderson | — | $— | 137,839 | $555,471 | | Timothy C. Moeller | — | $— | 145,472 | $624,209 | | Roy E. McNiven | — | $— | 66,341 | $291,536 |
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, 2025, 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.
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, 2025. 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, 2025; this disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2025, 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.
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, 2025, 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, 2025 termination date. In addition to the amounts reflected in the table, the NEOs would receive upon termination any salary earned through December 31, 2025, and any benefits they would otherwise be entitled to under our 401(k) Plan.
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 | $— | $— | $— | $8,997,430 | $— | $8,997,430 | | Retirement | — | — | — | 8,997,430 | — | 8,997,430 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 4,944,713 | 5,268,750 | — | 8,997,430 | 81,497 | 19,292,390 | | Elijio V. Serrano | | | | | | | | Death/disability | $— | $— | $— | $3,148,048 | $— | $3,148,048 | | Retirement | — | — | — | 3,148,048 | — | 3,148,048 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,809,600 | 1,952,400 | — | 3,148,048 | 37,735 | 6,947,783 | | Matthew J. Sanderson | | | | | | | | Death/disability | $— | $— | $— | $2,199,814 | $— | $2,199,814 | | Retirement | — | — | — | 2,199,814 | — | 2,199,814 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,683,000 | 1,499,000 | — | 2,199,814 | 49,965 | 5,431,779 | | Timothy C. Moeller | | | | | | | | Death/disability | $— | $— | $— | $2,274,830 | $— | $2,274,830 | | Retirement | — | — | — | 2,274,830 | — | 2,274,830 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,620,000 | 1,347,500 | — | 2,274,830 | 41,058 | 5,283,388 | | Roy E. McNiven | | | | | | | | Death/disability | $— | $— | $— | $1,266,683 | $— | $1,266,683 | | Retirement | — | — | — | 1,266,683 | — | 1,266,683 | | Termination for cause | — | — | — | — | — | — | | Termination for no cause or good reason | — | — | — | — | — | — | | Termination upon a change of control | 1,522,800 | 1,325,900 | — | 1,266,683 | 54,331 | 4,169,714 |
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 2025 performance period and target long-term cash incentives for the three-year performance periods ended December 31, 2025, 2026, and 2027. (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 $9.37, the closing price of our common stock on December 31, 2025; 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, 2025, which was $9.37.
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 2025:
CEO Pay Ratio
| •Median employee’s total compensation | $84,636 | | •Mr. Murphy’s total annual compensation | $5,133,908 | | •Ratio of CEO to median employee compensation | 60.6 : 1 |
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, 2025 consisted of 1,400 full- and part-time employees located in 13 countries (we do not have temporary or seasonal workers). •We selected December 31, 2025 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, 2025 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.
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, 2025, 2024, 2023, 2022, and 2021. 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.
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) | | | | 2025 | $5,133,908 | $8,669,807 | $1,754,766 | $2,706,556 | $1,089.53 | $328.46 | $3,005,000 | $113,582,000 | | 2024 | 4,949,339 | 4,196,903 | 1,499,183 | 1,276,116 | 416.28 | 291.49 | 108,284,000 | 99,403,000 | | 2023 | 5,110,924 | 6,192,374 | 1,683,630 | 1,891,382 | 525.58 | 178.44 | 25,784,000 | 106,834,000 | | 2022 | 5,014,482 | 6,244,365 | 1,510,964 | 1,702,800 | 402.33 | 185.36 | 7,839,000 | 78,111,000 | | 2021 | 4,253,926 | 6,787,743 | 1,394,934 | 1,892,519 | 330.23 | 121.33 | 103,333,000 | 50,050,000 |
Pay vs. Performance
(1) The following table provides the name of the CEO and each NEO included in the compensation amounts above in 2025, 2024, 2023, 2022, and 2021:
Pay vs. Performance
| | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 | Roy E. McNiven | Richard D. O’Brien | Jacek M. Mucha |
Pay vs. Performance
(2) The amounts reported are the amounts of total compensation reported for our CEO and the average amounts of total compensation reported for our other NEOs for each corresponding year in the Summary Compensation Table on page 60. (3) The amounts reported represent the amounts of “compensation actually paid” to our CEO and “average compensation actually paid” to our other NEOs, as calculated in accordance with Item 402(v) of SEC Regulation S-K. The amounts reported do not reflect the actual amount of compensation earned by or paid to our CEO or other NEOs during any applicable year. TETRA has not historically paid dividends on its common stock, therefore, there are no accrued but unpaid dividends on any of the company’s outstanding equity awards, including outstanding equity awards held by our NEOs. In accordance with the requirements of Item 402(v) of SEC Regulation S-K the following adjustments were made to our CEO’s compensation and the average of our other NEOs’ compensation as reported in the Summary Compensation Table for each year:
Pay vs. Performance
| Adjustments | 2025 | | | | CEO | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation table for 2025 | $(1,325,333) | $(347,900) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2025 that remain unvested as of year-end 2025, determined as of 12/31/2025 | 3,276,614 | 860,112 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2025, determined based on change in ASC 718 Fair Value from 12/31/2024 to 12/31/2025 | 1,383,115 | 398,421 | | Increase/deduction for awards granted during prior fiscal years that vested during 2025, determined based on change in ASC 718 Fair Value from 12/31/2024 to Vesting Date | 201,503 | 70,435 | | Deduction of ASC 718 Fair Value of awards granted during prior years that were forfeited during 2025, determined as of 12/31/2024 | — | (29,278) | | Total Adjustments | $3,535,899 | $951,790 |
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) |
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 |
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 |
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 |
Pay vs. Performance
(4) The following tables list the companies that comprised the Compensation Peer Group in 2025, 2024, 2023, 2022, and 2021:
Pay vs. Performance
| Companies Included in the 2025 Compensation Peer Group(a) | | | Aris Water Solutions, Inc. | NPK International, Inc. | | Core Laboratories N.V. | Nine Energy Service, Inc. | | Forum Energy Technologies, Inc. | Oil States International, Inc. | | Flotek Industries, Inc. | Ranger Energy Services, Inc. | | Hawkins Inc. | Mammoth Energy Services, Inc. | | Innovex International, Inc. | Select Water Solutions, Inc. | | KLX Energy Services Holdings, Inc. | Expro Group Holdings N.V. |
Pay vs. Performance
| Companies Included in the 2024 Compensation Peer Group(a) | | | Aris Water Solutions, Inc. | Nine Energy Service, Inc. | | Core Laboratories N.V. | NPK International, 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 Water Solutions, Inc. | | KLX Energy Services Holdings, Inc. | Expro Group Holdings N.V. | | National Energy Services Reunited | |
Pay vs. Performance
| Companies Included in the 2023 Compensation Peer Group(a) | | | Aris Water Solutions, Inc. | Nine Energy Service, Inc. | | Core Laboratories N.V. | NPK International, 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 Water Solutions, Inc. | | KLX Energy Services Holdings, Inc. | Expro Group Holdings N.V. | | National Energy Services Reunited | |
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. | NPK International, 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 Water Solutions, Inc. | | Tidewater, Inc. | U.S. Silica Holdings, Inc. | | U.S. Well Services, Inc. | |
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. | NPK International, Inc. | | Oil States International, Inc. | Patterson-UTI Energy, Inc. |
Pay vs. Performance
| Companies Included in the 2021 Compensation Peer Group(a) | | | Precision Drilling Corporation | RPC, Inc. | | Select Water Solutions, Inc. | USA Compression Partners, LP |
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:
Pay vs. Performance
| Companies Included in the 2025 Peer Group & Changes vs. 2024 Peer Group | | | | Company | Reason for Change | Comparison of TETRA’s Cumulative TSR with that of both the Newly Selected 2025 Peer Group and the 2024 Peer Group | | Aris Water Solutions, Inc. | No change. | TETRA Cumulative TSR as of 12/31/2025: $1,089.53 Cumulative TSR of Newly Selected 2025 Peer Group as of 12/31/2025: $328.46 Cumulative TSR of 2024 Peer Group as of 12/31/2025: $338.79 | | Core Laboratories N.V. | No change. | | | Dril-Quip Inc. | Removed due to acquisition in September 2024. | | | Expro Group Holdings N.V. | No change. | | | Forum Energy Technologies, Inc. | No change. | | | Flotek Industries, Inc. | No change. | | | Hawkins Inc. | No change. | | | Innovex International, Inc. | Added due to acquisition of Dril-Quip in September 2024. | | | KLX Energy Services Holdings | No change. | | | Mammoth Energy Services, Inc. | No change. | | | National Energy Services Reunited | Removed due to restatement of previously issued financials. | | | Nine Energy Service, Inc. | No change. | | | NPK International, Inc. | No change. | | | Oil States International, Inc. | No change. | | | Ranger Energy Services, Inc. | No change. | | | Select Water Solutions, Inc. | No change. | |
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. | | | NPK International, Inc. | No change. | | | Oil States International, Inc. | No change. | | | Ranger Energy Services, Inc. | No change. | | | Select Water Solutions, Inc. | No change. | |
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: $525.58 Cumulative TSR of Newly Selected 2023 Peer Group as of 12/31/2023: $178.44 Cumulative TSR of 2022 Peer Group as of 12/31/2023: $166.56 | | 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. | | | NPK International, 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 Water Solutions, 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. | |
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: $402.33 Cumulative TSR of Newly Selected 2022 Peer Group as of 12/31/2022: $185.36 Cumulative TSR of 2021 Peer Group as of 12/31/2022: $136.43 | | 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. | | | NPK International, 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 Water Solutions, 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). | |
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: $330.23 Cumulative TSR of Newly Selected 2021 Peer Group as of 12/31/2021: $121.33 Cumulative TSR of 2020 Peer Group as of 12/31/2021: $81.06 | | 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 Water Solutions, Inc. | No change. | | | USA Compression Partners, LP | No change. | |
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 are not expected to align with changes in GAAP net income in most years, as GAAP net income includes foreign exchange losses and certain special and/or non-recurring charges that are outside the scope of our normal business operations. Compensation Actually Paid vs. Adjusted EBITDA. Increases in compensation actually paid to our CEO and average compensation actually paid to our other NEOs may align directionally with changes in adjusted EBITDA in certain years, given that adjusted EBITDA is the sole metric that determines the amounts of annual cash incentive compensation earned by our NEOs. However, the values of our NEOs’ outstanding equity awards, which comprise a significant portion of our NEOs’ total compensation, are not directly influenced by adjusted EBITDA. 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 2025:
Pay vs. Performance
| Adjusted EBITDA | | RONCE (EBIT) | | Revenues | | Adjusted Free Cash Flow | | Adjusted EBITDA Margins | | RTSR |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| DIRECTOR COMPENSATION |
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 2025 annual compensation for non-employee directors consisted of the elements shown in the below table:
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 | |
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. |
DIRECTOR COMPENSATION
On June 12, 2025, each non-employee director, excluding Mr. Glick, received an award of 37,723 RSUs with an aggregate grant date fair market value of $135,426 while Mr. Glick received an award of 51,441 RSUs with a grant date fair value of $184,673. The RSUs will vest on the one-year anniversary of the grant date (June 12, 2026). It is anticipated that future compensation arrangements approved by the Board of Directors will include awards of RSUs to each non-employee director on an annual basis, to be awarded in conjunction with our annual meeting of stockholders held in May of each year. Under the Executive Nonqualified Excess Plan each director may elect to defer the receipt of up to 100% of the cash compensation paid to such director by making an irrevocable deferral election. Deferred amounts are credited with earnings or losses depending on the participant’s deemed investment elections from among hypothetical investment election options which are made available. All hypothetical investments are our unfunded obligations. Deferral contributions made by the participant and earnings credited to such contributions are 100% vested. Under the TETRA Technologies, Inc. Non-Employee Director Deferred Compensation Plan (the “Non-Employee Director Deferred Compensation Plan”) each director may defer the receipt of all of the shares of common stock and dividend equivalents accrued thereon that would otherwise be issuable upon settlement of an RSU until the earlier of: (i) a Change in Control of the Company (as defined in the Non-Employee Director Deferred Compensation Plan), or (ii) the date such director ceases to serve on our Board of Directors. Deferrals are treated as though invested in our common stock and earn dividend equivalents based on the closing price of our common stock when such dividends are declared. Distributions of a director’s deferred amounts shall be in shares of common stock or cash, or a combination thereof, in the discretion of the HCMCC. All deferrals pursuant to the Non-Employee Director Deferred Compensation Plan are considered unfunded obligations of the Company.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our non-employee directors during the fiscal year ended December 31, 2025. Mr. Murphy, who served on the Board of Directors during 2025, did not receive any additional compensation for his service on the Board. All compensation provided to Mr. Murphy with respect to the 2025 year is reflected within the Summary Compensation Table above.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards (1) (2) | Total (3) | | | $ | $ | $ | | Current Directors | | | | | Thomas R. Bates, Jr. | $105,000 | $135,426 | $240,426 | | Christian A. Garcia | 100,989 | 135,426 | 236,415 | | Jay F. Glick | 150,000 | 184,673 | 334,673 | | Angela D. John | 90,000 | 135,426 | 225,426 | | Sharon B. McGee | 105,000 | 135,426 | 240,426 | | Julie A. Sloat | 49,500 | 135,426 | 184,926 | | Shawn D. Williams | 90,000 | 135,426 | 225,426 | | Former Director | | | | | Mark E. Baldwin | 56,141 | — | 56,141 |
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 June 2025, 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, 2025. Each non-employee director, other than Mr. Glick, held 37,723 unvested RSUs as of December 31, 2025, while Mr. Glick held 51,441 unvested RSUs as of December 31, 2025. (2) Ms. Sloat and Mr. Williams each elected to defer settlement of their 2025 award, representing 37,723 RSUs, in accordance with their deferral election forms 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 their separation of service from TETRA. (3) Fees earned or paid in cash for Mr. Baldwin represent compensation earned for services as a director from January 1, 2025 through June 12, 2025, at which time he retired from service as a director. Mr. Baldwin did not receive an equity award during 2025.
Director Compensation Table
| BENEFICIAL STOCK OWNERSHIP OF CERTAIN STOCKHOLDERS AND MANAGEMENT |
Director Compensation Table
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of December 31, 2025, with respect to each person that beneficially owns five percent (5%) or more of our common stock, and as of March 27, 2026 with respect to (i) our directors; (ii) our Named Executive Officers; and (iii) our directors, director nominees, and executive officers as a group.
Director Compensation Table
| Name and Business Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | | 5% Stockholders: | | | | BlackRock Inc. | 10,171,712(1) | 7.60% | | The Vanguard Group, Inc. | 8,954,914(2) | 6.81% | | Neuberger Berman Group LLC | 8,393,900(3) | 6.39% | | Ameriprise Financial, Inc. | 6,914,495(4) | 5.20% | | Directors, Director Nominees, and NEOs: | | | | Thomas R. Bates, Jr | 531,924 | * | | Christian A. Garcia | 65,642 | * | | Jay F. Glick | 510,371 | * | | Angela D. John | 49,711 | * | | Sharon B. McGee | 99,610 | * | | Roy E. McNiven | 65,634 | * | | Timothy C. Moeller | 531,613(5) | * | | Brady M. Murphy | 3,015,457 | 2.23% | | Matthew J. Sanderson | 897,024(6) | * | | Elijio V. Serrano | 1,954,113(7) | 1.44% | | Julie A. Sloat | —(8) | — | | Shawn D. Williams | 125,995(9) | * | | All Executive Officers, Directors, and Director Nominees as a Group (15 persons) | 8,481,277(10) | 6.27% |
Director Compensation Table
* Less than 1% (1) Pursuant to Schedule 13G/A dated October 17, 2025, BlackRock, Inc., 50 Hudson Yards, New York, New York, 10001, has sole dispositive power with respect to 10,171,712 shares of our common stock, and sole voting power with respect to 9,935,926 shares of our common stock. Various persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of our common stock and no one person’s interest in our common stock is more than 5% of the total outstanding shares. (2) Pursuant to Schedule 13G dated November 12, 2024, The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, Pennsylvania 19355, has sole dispositive power with respect to 8,462,443 shares of our common stock, shared dispositive power with respect to 492,471 shares of our common stock, and shared voting power with respect to 382,551 shares of our common stock. The Vanguard Group, Inc.’s clients, including companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of our common stock. No one other person’s interest the securities reported therein is more than 5%. (3) Pursuant to Schedule 13G dated October 4, 2024, Neuberger Berman Group LLC,1290 Avenue of the Americas, New York, New York 10104, has shared dispositive power with respect to 8,393,900 shares of our common stock and shared voting power with respect to 6,337,020 shares of our common stock. Neuberger Berman Group LLC and its affiliates may be deemed to be the beneficial owner, in their various fiduciary capacities, of the number of common shares reported and disclaim beneficial ownership of the securities reported. Each client of Neuberger Berman Group LLC has the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of our common stock. No one client has an interest of more than 5% of our common stock. (4) Pursuant to Schedule 13G dated February 17, 2026, Ameriprise Financial, Inc.,145 Ameriprise Financial Center, Minneapolis, Minnesota 55474, has shared dispositive power with respect to 6,914,495 shares of our common stock and shared voting power with respect to 6,741,572 shares of our common stock. Ameriprise Financial, Inc. disclaims beneficial ownership of the securities reported. (5) Includes 16,618 shares subject to options exercisable within 60 days of the record date. (6) Includes 120,822 shares subject to options exercisable within 60 days of the record date. (7) Includes 318,218 shares subject to options exercisable within 60 days of the record date. Mr. Serrano retired from the positions of Senior Vice President and Chief Financial Officer, effective March 31, 2026. (8) Ms. Sloat elected to defer settlement of her 2025 award of restricted stock units, representing 37,723 RSUs, in accordance with her 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 her separation of service from TETRA. (9) Includes 26,551 vested restricted stock units for which Mr. Williams elected to defer settlement in accordance with his deferral election forms 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. (10) Includes 455,658 shares subject to options directly held and 5,732 shares subject to options indirectly held by a spouse exercisable within 60 days of the record date. There are no restricted stock units vesting within 60 days of the record date.