TETRA TECHNOLOGIES INC
For the period ended Dec 31, 2023. Filed Apr 8, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 8, 2024
Contents
To our Stockholders:
The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of TETRA Technologies, Inc. (“TETRA” or the “Company”) will be held as follows:
| When:Tuesday, May 21, 2024,at 11:00 a.m. local time | Where:TETRA Technologies, Inc.Corporate Headquarters24955 Interstate 45 NorthThe Woodlands, Texas 77380 |
At the Annual Meeting, you will be asked to consider and take action on the following:
Election of eight directors to serve on TETRA's Board of Directors (the "Board of Directors" or the “Board”) for one-year terms ending at the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"), or until their respective successors have been duly elected or appointed;
Advisory vote to approve executive compensation;
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
Vote on a stockholder proposal entitled, “Proposal 4 – Shareholder Right to Act by Written Consent,” if properly presented at the Annual Meeting.
Additionally, if needed, the stockholders may act upon any other matters that may properly come before the Annual Meeting or any adjournments.
Only stockholders of record at the close of business on March 25, 2024 will be entitled to notice of and to vote at the Annual Meeting. The proxy statement, form of proxy, and voting instructions are first being made available to stockholders on or about April 8, 2024 atwww.envisionreports.com/TTI for registered holders and atwww.proxyvote.com for beneficial holders.
Your vote is important!Please promptly vote your shares by telephone, the internet, or, if the proxy statement was mailed to you, by marking, signing, dating, and returning the enclosed proxy card as soon as possible, regardless of whether you plan to attend the Annual Meeting. You may revoke your proxy at any time before it is voted.
By Order of the Board Of Directors
Kimberly M. O'Brien
Corporate Secretary
April 8, 2024
The Woodlands, Texas
PROXY STATEMENT
Table of Contents
| PROXY STATEMENT SUMMARY | 4 | Board and Committee Self-Evaluation Process | 34 | |||
|---|---|---|---|---|---|---|
| Executive Sessions of the Board of Directors | 35 | |||||
| Proposal No. 1: Election of Directors | 9 | Communications with Directors | 35 | |||
| Board Recommendation | 9 | Executive Succession Planning | 35 | |||
| Vote Required | 9 | Insider Trading Policy (Including Hedging) | 36 | |||
| Nominees for Director | 10 | Certain Transactions | 36 | |||
| Proposal No. 2: Advisory Vote to Approve Executive | AUDIT COMMITTEE REPORT | 37 | ||||
| Compensation | 16 | Fees Paid to Principal Accounting Firm | 39 | |||
| Board Recommendation | 17 | Audit Committee Preapproval Policies | ||||
| Vote Required | 17 | and Procedures | 39 | |||
| Proposal No. 3: Ratification of Selection of | EXECUTIVE OFFICERS | 40 | ||||
| Independent Registered Public Accounting Firm | 18 | |||||
| Independence of our Independent Auditor | 18 | COMPENSATION DISCUSSION & ANALYSIS | 43 | |||
| Audit Partner Rotation | 18 | I. | Executive Summary | 43 | ||
| Considerations Regarding Appointment | 18 | Company Operations and Performance | 43 | |||
| Board Recommendation | 18 | Positive 2023 Say-on-Pay Vote Outcome and | ||||
| Vote Required | 19 | Stockholder Engagement | 44 | |||
| Overall Compensation Structure | 44 | |||||
| Proposal No. 4: Stockholder Proposal | 20 | Key Compensation Practices and Policies | 44 | |||
| Background of the Proposal | 20 | II. | Compensation Philosophy | 45 | ||
| Statement of the Board of Directors | 20 | Overview of Compensation Philosophy | 45 | |||
| Board Recommendation | 21 | III. | Roles and Processes | 46 | ||
| Vote Required | 21 | IV. | Compensation Elements | 49 | ||
| Base Salary | 50 | |||||
| CORPORATE GOVERNANCE | 22 | Annual Cash Incentives | 50 | |||
| Corporate Governance Guidelines | 22 | Long-Term Incentives | 53 | |||
| Plurality Plus Vote Policy | 22 | Retirement, Health, and Welfare Benefits | 56 | |||
| Corporate Governance Documents | 22 | Perquisites | 57 | |||
| Director Independence and Transactions | 23 | Clawback Policy | 57 | |||
| Board Leadership Structure; Separation of | Severance Plan and Termination Payments | 57 | ||||
| Positions of Chairman and Chief Executive Officer | 24 | Employment Agreements | 57 | |||
| Board Oversight of TETRA | 24 | Double Trigger Change of Control Agreements | 58 | |||
| Stockholder Engagement | 28 | Indemnification Agreements | 58 | |||
| Sustainability | 28 | Stock Ownership Guidelines | 58 | |||
| Stock Ownership Guidelines | 28 | Tax and Accounting Implications of Executive | ||||
| Board Committees and Meetings | 29 | Compensation | 58 | |||
| Board and Committee Succession Planning | 31 | |||||
| Director Nominations by the Nominating, | COMPENSATION COMMITTEE REPORT | 59 | ||||
| Governance, and Sustainability Committee | 32 | |||||
| Minimum Qualities and Skills | 33 | COMPENSATION OF EXECUTIVE OFFICERS | 60 | |||
| Director Nominations Submitted by Stockholders | 33 | Summary Compensation | 60 | |||
| Director Tenure | 34 | Grants of Plan Based Awards | 61 | |||
| Director Orientation and Continuing Education | 34 | 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 | |
| COMPENSATION RISK | 73 | |
| DIRECTOR COMPENSATION | 74 | |
| BENEFICIAL STOCK OWNERSHIP OF CERTAIN | ||
| STOCKHOLDERS AND MANAGEMENT | 76 | |
| Delinquent Section 16(a) Reports | 77 | |
| 2025 Proposals of Stockholders | 77 | |
| Additional Financial Information | 77 | |
| Other Matters | 78 | |
| GENERAL INFORMATION ABOUT THE MEETING | ||
| AND VOTING | 79 | |
| Internet and Electronic Availability of Proxy | 79 | |
| General Voting Instructions | 79 | |
| Voting Rules | 80 | |
| Householding of Annual Meeting Materials | 82 | |
| APPENDIX A - INFORMATION REGARDING | ||
| NON-GAAP FINANCIAL MEASURES | 83 | |
PROXY STATEMENT SUMMARY
This summary provides an overview of selected information contained elsewhere in the Proxy Statement and does not contain all the information you should consider. You should refer to the remainder of the Proxy Statement for more information about us and the proposals you are being asked to consider.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.