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TETRA TECHNOLOGIES INC

For the period ended Dec 31, 2023. Filed Apr 8, 2024.

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About 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

TTI$6.00+3.1%Stored close · as of Nov 6, 2026
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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 timeWhere: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:

  1. 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;

  2. Advisory vote to approve executive compensation;

  3. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

  4. 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 SUMMARY4Board and Committee Self-Evaluation Process34
Executive Sessions of the Board of Directors35
Proposal No. 1: Election of Directors9Communications with Directors35
Board Recommendation9Executive Succession Planning35
Vote Required9Insider Trading Policy (Including Hedging)36
Nominees for Director10Certain Transactions36
Proposal No. 2: Advisory Vote to Approve ExecutiveAUDIT COMMITTEE REPORT37
Compensation16Fees Paid to Principal Accounting Firm39
Board Recommendation17Audit Committee Preapproval Policies
Vote Required17and Procedures39
Proposal No. 3: Ratification of Selection ofEXECUTIVE OFFICERS40
Independent Registered Public Accounting Firm18
Independence of our Independent Auditor18COMPENSATION DISCUSSION & ANALYSIS43
Audit Partner Rotation18I.Executive Summary43
Considerations Regarding Appointment18Company Operations and Performance43
Board Recommendation18Positive 2023 Say-on-Pay Vote Outcome and
Vote Required19Stockholder Engagement44
Overall Compensation Structure44
Proposal No. 4: Stockholder Proposal20Key Compensation Practices and Policies44
Background of the Proposal20II.Compensation Philosophy45
Statement of the Board of Directors20Overview of Compensation Philosophy45
Board Recommendation21III.Roles and Processes46
Vote Required21IV.Compensation Elements49
Base Salary50
CORPORATE GOVERNANCE22Annual Cash Incentives50
Corporate Governance Guidelines22Long-Term Incentives53
Plurality Plus Vote Policy22Retirement, Health, and Welfare Benefits56
Corporate Governance Documents22Perquisites57
Director Independence and Transactions23Clawback Policy57
Board Leadership Structure; Separation ofSeverance Plan and Termination Payments57
Positions of Chairman and Chief Executive Officer24Employment Agreements57
Board Oversight of TETRA24Double Trigger Change of Control Agreements58
Stockholder Engagement28Indemnification Agreements58
Sustainability28Stock Ownership Guidelines58
Stock Ownership Guidelines28Tax and Accounting Implications of Executive
Board Committees and Meetings29Compensation58
Board and Committee Succession Planning31
Director Nominations by the Nominating,COMPENSATION COMMITTEE REPORT59
Governance, and Sustainability Committee32
Minimum Qualities and Skills33COMPENSATION OF EXECUTIVE OFFICERS60
Director Nominations Submitted by Stockholders33Summary Compensation60
Director Tenure34Grants of Plan Based Awards61
Director Orientation and Continuing Education34Outstanding Equity Awards at Fiscal Year End62
Option Exercises and Stock Vested63
Nonqualified Deferred Compensation63
Potential Payments upon Termination or Change of
Control63
CEO Pay Ratio66
Pay vs. Performance66
COMPENSATION RISK73
DIRECTOR COMPENSATION74
BENEFICIAL STOCK OWNERSHIP OF CERTAIN
STOCKHOLDERS AND MANAGEMENT76
Delinquent Section 16(a) Reports77
2025 Proposals of Stockholders77
Additional Financial Information77
Other Matters78
GENERAL INFORMATION ABOUT THE MEETING
AND VOTING79
Internet and Electronic Availability of Proxy79
General Voting Instructions79
Voting Rules80
Householding of Annual Meeting Materials82
APPENDIX A - INFORMATION REGARDING
NON-GAAP FINANCIAL MEASURES83

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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.