TETRA TECHNOLOGIES INC (TTI)
Sector: Energy
2026 Annual Meeting Analysis
TETRA TECHNOLOGIES INC · Meeting: May 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, no attendance issues, and TTI's 3-year price return of +208.9% outperforms the XLI sector ETF fallback by +126.2 percentage points, far above the 65pp trigger threshold for strong positive TSR, so no TSR concern applies.
Joined May 2023 (approximately 3 years ago), no overboarding concerns, serves as Audit Committee Chair with strong CFO/financial expertise, and the company's strong TSR outperformance versus XLI does not trigger a concern.
Serves as independent Board Chair with 12 years' tenure and no current public board overboarding, and the company's 3-year TSR of +208.9% outperforms XLI by +126.2pp, well below the 65pp trigger threshold that would cause concern.
Joined March 2024, within the 24-month new director exemption window, so the TSR trigger does not apply; no attendance or overboarding issues identified.
Four-year tenure with relevant specialty chemicals expertise, no overboarding, and TTI's strong TSR outperformance versus XLI does not trigger any underperformance concern.
CEO and executive director; TTI's 3-year price return of +208.9% outperforms XLI by +126.2pp, far exceeding the 65pp threshold for the strong-positive TSR tier, so the TSR trigger does not apply; no overboarding or attendance concerns.
Joined June 2025, well within the 24-month new director exemption; brings strong CEO/CFO credentials and serves as an audit committee financial expert; no overboarding concerns with one other public board seat.
Five-year tenure, one other public board seat (no overboarding), strong industrials/chemicals background, and the company's exceptional 3-year TSR relative to XLI does not trigger any underperformance concern.
All eight director nominees receive a FOR vote. The company's 3-year price return of +208.9% outperforms the XLI sector ETF benchmark by +126.2 percentage points, which is above the 65pp underperformance threshold applicable to strong-positive TSR companies — meaning the TSR trigger does not fire for any director. Angela John and Julie Sloat joined within the past 24 months and are exempt from the TSR analysis regardless. No director is overboarded, and the proxy discloses that all directors attended 75% or more of meetings in 2025. The board has a solid skills matrix and two designated audit committee financial experts.
Say on Pay
✓ FORCEO
Brady M. Murphy
Total Comp
$5,133,908
Prior Support
88%%
The CEO's total compensation of approximately $5.1 million is reasonable for a CEO of an approximately $1.1 billion market cap industrial services company, and the prior year's say-on-pay vote received strong 88% shareholder support, well above the 70% threshold that would require a response. Pay structure is heavily performance-oriented: approximately 84% of the CEO's target pay is variable or at-risk, consisting of annual cash incentives tied to Adjusted EBITDA, long-term performance cash tied to Return on Net Capital Employed and Relative Total Shareholder Return over a 3-year period, and time-vesting restricted stock units — satisfying the policy's requirement for at least 50-60% variable pay. TTI's stock has returned +208.9% over three years versus +82.7% for the XLI sector ETF, demonstrating strong pay-for-performance alignment; above-benchmark incentive pay is clearly justified by superior shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
6 yrs
Audit Fees
$1,045,167
Non-Audit Fees
$5,691
Grant Thornton LLP has served as TETRA's auditor since June 2020, giving it approximately 6 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees of $5,691 represent less than 1% of audit fees of $1,045,167, far below the 50% ratio that would trigger a concern. No material restatements are disclosed. Grant Thornton is a large national firm appropriate for a company of TTI's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Ratification of Amendment No. 1 to Tax Benefits Preservation Plan
This proposal asks shareholders to ratify a three-year extension (to February 2029) of the company's Tax Benefits Preservation Plan, which protects approximately $316 million in federal net operating loss carryforwards from being wiped out if a large shareholder accumulates more than 50 percentage points of ownership change under IRS rules. The original plan was submitted to and approved by stockholders in 2023, demonstrating a commitment to shareholder oversight rather than unilateral adoption. The plan has a defined expiration date, requires board approval for ownership above 4.99%, and critically does not survive beyond the point when the tax attributes can no longer be used — all of which limit its anti-takeover effect to a genuinely protective, time-limited purpose rather than entrenchment.
Overall Assessment
TETRA Technologies' 2026 annual meeting ballot is straightforward with FOR votes warranted on all four proposals. The company's exceptional 3-year total shareholder return of +208.9% — outpacing the XLI sector ETF by over 126 percentage points — eliminates any TSR-based director accountability concern, and the executive compensation program is well-structured with strong performance linkage and an 88% prior-year say-on-pay approval; the auditor ratification and tax benefits plan extension are both clean proposals with no policy triggers firing.