TETRA TECHNOLOGIES, INC. ANNOUNCES INTENT TO CONTINUE BOARD REFRESHMENT AT 2025 ANNUAL MEETING OF SHAREHOLDERS
TETRA Technologies (NYSE: TTI) announced plans to continue its Board refreshment at the 2025 Annual Meeting. The company intends to nominate Julie Sloat, former Chair, President and CEO of American Electric Power Company, while director Mark E. Baldwin will retire. This follows five retirements and four additions over the past five years.
The company disclosed receiving a nomination notice from shareholder Brad Radoff for four candidates. TETRA noted that preliminary due diligence indicates poor performance records for some candidates, with Radoff-associated companies showing negative returns: Harte Hanks (-14.6%), Farmer Bros (-62.2%), and Enzo Biochem (-82.8%).
TETRA highlighted its strong performance metrics, including a five-year total shareholder return of 1117%, significantly outperforming the S&P Small Cap 600 Capped Energy index (279%) and Russell 2000 index (100%). The company maintains a robust strategy focusing on Completion Fluids & Products and Water & Flowback Services segments, with Return on Net Capital Employed averaging 17.8% over the last two years.
TETRA Technologies (NYSE: TTI) ha annunciato piani per continuare il rinnovamento del suo Consiglio di Amministrazione durante l'Assemblea Annuale del 2025. L'azienda intende nominare Julie Sloat, ex Presidente e CEO di American Electric Power Company, mentre il direttore Mark E. Baldwin andrà in pensione. Questo segue cinque pensionamenti e quattro nuove nomine negli ultimi cinque anni.
L'azienda ha reso noto di aver ricevuto una comunicazione di nomina dall'azionista Brad Radoff per quattro candidati. TETRA ha osservato che la due diligence preliminare indica risultati di performance scadenti per alcuni candidati, con le aziende associate a Radoff che mostrano rendimenti negativi: Harte Hanks (-14,6%), Farmer Bros (-62,2%) ed Enzo Biochem (-82,8%).
TETRA ha evidenziato i suoi solidi indicatori di performance, inclusi un ritorno totale per gli azionisti di cinque anni del 1117%, che supera significativamente l'indice S&P Small Cap 600 Capped Energy (279%) e l'indice Russell 2000 (100%). L'azienda mantiene una strategia robusta focalizzata sui segmenti dei Fluidi e Prodotti di Completamento e dei Servizi di Acqua e Flusso, con un ritorno sul capitale netto impiegato che ha una media del 17,8% negli ultimi due anni.
TETRA Technologies (NYSE: TTI) anunció planes para continuar con la renovación de su Junta Directiva en la Reunión Anual de 2025. La compañía tiene la intención de nominar a Julie Sloat, ex Presidenta y CEO de American Electric Power Company, mientras que el director Mark E. Baldwin se retirará. Esto sigue a cinco jubilaciones y cuatro adiciones en los últimos cinco años.
La compañía reveló haber recibido un aviso de nominación del accionista Brad Radoff para cuatro candidatos. TETRA señaló que la diligencia debida preliminar indica registros de rendimiento deficientes para algunos candidatos, con empresas asociadas a Radoff mostrando rendimientos negativos: Harte Hanks (-14.6%), Farmer Bros (-62.2%) y Enzo Biochem (-82.8%).
TETRA destacó sus sólidos indicadores de rendimiento, incluyendo un retorno total para los accionistas de cinco años del 1117%, superando significativamente el índice S&P Small Cap 600 Capped Energy (279%) y el índice Russell 2000 (100%). La compañía mantiene una estrategia robusta enfocada en los segmentos de Fluidos y Productos de Completación y Servicios de Agua y Flujo, con un retorno sobre el capital neto empleado que promedia el 17.8% en los últimos dos años.
TETRA Technologies (NYSE: TTI)는 2025년 정기 주주총회에서 이사회 갱신을 지속할 계획을 발표했습니다. 회사는 American Electric Power Company의 전 회장, 사장 및 CEO인 Julie Sloat를 지명할 예정이며, 이사 Mark E. Baldwin은 은퇴할 것입니다. 이는 지난 5년 동안 5명의 은퇴와 4명의 추가 지명이 있었던 후속 조치입니다.
회사는 주주 Brad Radoff로부터 4명의 후보에 대한 지명 통지를 받았다고 밝혔습니다. TETRA는 예비 실사가 일부 후보의 성과 기록이 좋지 않음을 나타내며, Radoff과 관련된 회사들이 부정적인 수익률을 보이고 있음을 지적했습니다: Harte Hanks (-14.6%), Farmer Bros (-62.2%), Enzo Biochem (-82.8%).
TETRA는 5년간 총 주주 수익률이 1117%에 달하며, S&P Small Cap 600 Capped Energy 지수(279%)와 Russell 2000 지수(100%)를 크게 초과한다고 강조했습니다. 회사는 완공 유체 및 제품, 물 및 흐름 서비스 부문에 중점을 둔 강력한 전략을 유지하고 있으며, 지난 2년 동안 순자본 수익률이 평균 17.8%에 달합니다.
TETRA Technologies (NYSE: TTI) a annoncé des plans pour continuer le renouvellement de son Conseil d'Administration lors de l'Assemblée Générale Annuelle de 2025. L'entreprise a l'intention de nommer Julie Sloat, ancienne Présidente, Directrice Générale et CEO de l'American Electric Power Company, tandis que le directeur Mark E. Baldwin prendra sa retraite. Cela fait suite à cinq retraites et quatre ajouts au cours des cinq dernières années.
L'entreprise a révélé avoir reçu un avis de nomination de l'actionnaire Brad Radoff pour quatre candidats. TETRA a noté que la diligence raisonnable préliminaire indique des performances médiocres pour certains candidats, les entreprises associées à Radoff affichant des rendements négatifs : Harte Hanks (-14,6%), Farmer Bros (-62,2%) et Enzo Biochem (-82,8%).
TETRA a souligné ses solides indicateurs de performance, y compris un retour total pour les actionnaires de cinq ans de 1117%, surpassant de manière significative l'indice S&P Small Cap 600 Capped Energy (279%) et l'indice Russell 2000 (100%). L'entreprise maintient une stratégie robuste axée sur les segments des fluides et produits de complétion ainsi que des services d'eau et de retour de flux, avec un retour sur le capital net employé moyen de 17,8% au cours des deux dernières années.
TETRA Technologies (NYSE: TTI) hat Pläne angekündigt, die Erneuerung seines Vorstands auf der Jahreshauptversammlung 2025 fortzusetzen. Das Unternehmen beabsichtigt, Julie Sloat, ehemalige Vorsitzende, Präsidentin und CEO der American Electric Power Company, zu nominieren, während der Direktor Mark E. Baldwin in den Ruhestand gehen wird. Dies folgt auf fünf Ruhestände und vier Neuzugänge in den letzten fünf Jahren.
Das Unternehmen gab bekannt, eine Nominierungsmitteilung von Aktionär Brad Radoff für vier Kandidaten erhalten zu haben. TETRA stellte fest, dass die vorläufige Due Diligence auf schlechte Leistungsdaten einiger Kandidaten hinweist, wobei die mit Radoff verbundenen Unternehmen negative Renditen aufweisen: Harte Hanks (-14,6%), Farmer Bros (-62,2%) und Enzo Biochem (-82,8%).
TETRA hob seine starken Leistungskennzahlen hervor, einschließlich einer fünfjährigen Gesamtrendite für Aktionäre von 1117%, die den S&P Small Cap 600 Capped Energy Index (279%) und den Russell 2000 Index (100%) deutlich übertrifft. Das Unternehmen verfolgt eine robuste Strategie, die sich auf die Segmente Fertigstellungsflüssigkeiten und -produkte sowie Wasser- und Rückflussdienste konzentriert, mit einer durchschnittlichen Rendite auf das eingesetzte Netto-Kapital von 17,8% in den letzten zwei Jahren.
- Exceptional five-year total shareholder return of 1117%, significantly outperforming market indices
- Strong Return on Net Capital Employed (RONCE) averaging 17.8% over last two years
- Secured significant multi-well, multi-year deepwater contract in Brazil
- Lowest leverage ratio to date with disciplined capital allocation
- Potential board instability due to activist investor campaign
- Director Mark E. Baldwin's retirement creating temporary gap in Audit Committee leadership
Insights
TETRA's board refreshment announcement alongside an activist challenge presents a significant corporate governance situation for investors to monitor. The company plans to nominate Julie Sloat (former AEP CEO) while director Mark Baldwin will retire, continuing a pattern that has refreshed 5 of 8 board seats over five years.
What makes this impactful is the concurrent disclosure of activist investor Brad Radoff's campaign to replace a majority of the board with his four nominees. This creates a clear governance contest that shareholders will need to evaluate.
The company defends its current board by highlighting 1117% five-year total shareholder returns (versus 279% for the S&P Small Cap 600 Capped Energy index and 100% for the Russell 2000), suggesting the existing strategy is creating substantial value. Management emphasizes its dual focus on traditional energy services alongside newer opportunities in energy storage and water desalination.
When analyzing Radoff's challenge, management claims his director experience at other companies has coincided with poor returns (-14.6%, -62.2%, and -82.8% at three companies where he serves as director). However, we don't yet have details about Radoff's specific criticisms or alternative vision for TETRA.
This represents a classic governance conflict where shareholders must ultimately decide between competing visions for the company's future. While this announcement initiates what could be a contentious proxy contest, the actual vote and potential strategic changes remain ahead, limiting immediate financial impact despite long-term significance.
Also Discloses Receipt of Nomination Notice from Shareholder Brad Radoff
Notes Shareholders Are Not Required to Take Any Action at This Time
TETRA is Committed to Continued Board Refreshment That Supports Value Creation
After retaining and working with a nationally recognized recruitment firm, TETRA plans to nominate Julie Sloat, the former Chair, President and CEO of American Electric Power Company, Inc. (NASDAQ: AEP) and a qualified financial expert with significant experience in capital allocation, corporate finance and energy storage, to stand for election to the Company's eight-member Board at this year's Annual Meeting. In conjunction with announcing Ms. Sloat's candidacy as an independent director, TETRA is disclosing that independent director Mark E. Baldwin has decided to not stand for re-election and retire at the Annual Meeting. Mr. Baldwin has served as an independent director and Chair of the Audit Committee since 2014, during which time he has brought valuable experience in areas such as finance, operations and transactions. The Board thanks Mr. Baldwin for his contributions and dedication over the past decade.
In addition to the anticipated changes at this year's Annual Meeting, TETRA's Board has proactively refreshed a majority of its membership – with five retirements and four additions – over the past five years. The Board also thoughtfully refreshed Board leadership, with the election of John "Jay" F. Glick as Independent Chair in mid-2022. Equally notable, the Board has focused on ensuring TETRA maintains clear disclosures regarding the Company's shareholder-friendly governance policies, succession planning activities, strategy review sessions and other matters of relevance to the investment community. All of the aforementioned steps stem from TETRA's focus on having a diverse, well-rounded Board with experience in capital allocation, corporate governance, energy services, energy transition, industrial chemicals, strategic planning and transactions.
The Company's methodical approach to director refreshment has ensured the Board retains institutional knowledge and important commercial relationships as it integrates new independent members. Notably, the Board's longest-serving members have played key roles in helping management execute a corporate transformation that has entailed a divestiture of the Decommissioning Services and Maritech Division, a divestiture of interests in its compression segment, meaningful capital structure improvements and effective margin enhancement initiatives focused on profitable markets. Amidst well-documented industry and macroeconomic headwinds over the past five years, leadership's strategy has helped drive very strong total shareholder returns and significant outperformance relative to industry indices and small cap benchmarks.1
TETRA Will Not be Deterred by Brad Radoff's Latest Activist Campaign
Former hedge fund employee Brad Radoff, who is currently waging five public activist campaigns simultaneously, and his affiliates, recently submitted a notice to nominate four candidates to stand for election at this year's Annual Meeting. Mr. Radoff's attempt to replace a majority of the Board's independent members with his hand-picked candidates was initiated after TETRA's leadership spent the prior six months engaging in good faith through numerous calls, multiple in-person meetings including at the Company's research and engineering center, and ongoing email exchanges. Despite TETRA's repeated offers to collaborate on the appointment of a new, highly qualified director and other potential corporate actions as part of a second cooperation agreement, Mr. Radoff chose to respond with demands, personalized attacks and threats. This culminated in Mr. Radoff issuing a disingenuous and omission-riddled press release yesterday a mere 90 minutes after the Company reiterated a settlement offer that would have provided Mr. Radoff with input on
Although the Board's Nominating, Governance and Sustainability Committee continues assessing the candidates put forth by Mr. Radoff, preliminary due diligence indicates certain of the individuals have poor records of delivering value for shareholders as directors. For example, Mr. Radoff is currently a director at Harte Hanks, Inc., Farmer Bros. Co. and Enzo Biochem, Inc., which have produced total shareholder returns of -
Shareholders Are Not Required to Take Action Right Now
TETRA plans to file a proxy statement in the near term.
KEY FACTS ABOUT TETRA
- Outperformance and Sustained Returns: Since the Board appointed Brady Murphy as Chief Executive Officer in 2019, TETRA has significantly outperformed relevant industry indices and produced a total shareholder return of approximately
60% . The current five-year total shareholder return for TETRA is1117% , versus the S&P Small Cap 600 Capped Energy index's returns of279% and the Russell 2000 index's returns of100% .3 - Differentiated, Long-term Strategy: TETRA's long-term strategy involves continuing to capitalize on the growing synergies that exist between our Completion Fluids & Products segment and Water & Flowback Services segment. The Company is systematically executing on this strategy with clear progress forward, as can be seen in our results:
- Completion Fluids & Products Segment continues to post strong results and has built a robust backlog of deepwater projects, including a recently added significant multi-well, multi-year deepwater contract in
Brazil . In addition, as previously announced, we have continued to expand our offerings by vertically integrating and developing our bromine assets to enhance margins, reduce dependence on third-party suppliers, and increase production volumes. - Water & Flowback Services Segment has been well-positioned to benefit from customer adoption of our new automation technologies and emerging desalination opportunities based on current discussions with an array of prospective customers who have entered into non-disclosure agreements. In addition, we recently announced a significant milestone for TETRA Oasis TDS, our proprietary water treatment and desalination technology that can be used for beneficial re-use and mineral extraction.
- Completion Fluids & Products Segment continues to post strong results and has built a robust backlog of deepwater projects, including a recently added significant multi-well, multi-year deepwater contract in
- Disciplined Capital Allocation: The Board and management have exercised disciplined capital allocation and use of cash flow to expand high-growth potential strategic initiatives over time, such as battery storage and produced water opportunities while achieving our lowest leverage ratio to date. Furthermore, we have maintained operational efficiency, as demonstrated by our record of Return on Net Capital Employed ("RONCE"), which has averaged
17.8% over the last two years, up from13.4% in 2022.4 - Board Refreshment: Under the leadership of Chair Jay Glick, the Board has continued to undergo meaningful, well-timed refreshment. This has resulted in a well-rounded Board that possesses experience in areas such as capital allocation, corporate governance, energy services, industrial chemicals, strategic planning and transactions. The Company's approach to director refreshment has ensured the Board retains institutional knowledge and important commercial relationships as it integrates new independent members.
- Governance Best Practices: Further, the Board has adopted governance best practices, including oversight of management and Board succession planning through the Human Capital Management and Compensation Committee, led by Dr. Thomas R. Bates, Jr., who has served as Chairman of the committee since 2014, for executive succession and refreshment at the Board level by the Nominating, Governance and Sustainability Committee.
Shareholders are not required to take any action at this time.
Company Overview
TETRA Technologies, Inc. is an energy services and solutions company focused on developing environmentally conscious services and solutions that help make people's lives better. With operations on six continents, the Company's portfolio consists of Energy Services, Industrial Chemicals, and Lithium Ventures. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century. Visit the Company's website at www.onetetra.com for more information.
Cautionary Statement Regarding Forward Looking Statements
This press release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as "may," "see," "expectation," "expect," "intend," "estimate," "projects," "anticipate," "believe," "assume," "could," "should," "plans," "targets" or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include statements regarding the Company's beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company, input received from outside expertized service providers, as well as its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a myriad of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performance or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the
Important Additional Information
The Company intends to file a proxy statement and a WHITE Proxy Card with the SEC in connection with the solicitation of proxies for the Annual Meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Shareholders will be able to obtain the Company's proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at https://ir.onetetra.com/Annual-Shareholder-Meeting.
Participant Information
The Company, its directors and certain of its executive officers (as set forth below) are deemed to be "participants" (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's shareholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our named executive officers and our non‑employee directors is set forth in the sections titled "Compensation of Executive Officers" and "Director Compensation" in the Company's definitive proxy statement on Schedule 14A for the Company's 2024 Annual Meeting of Shareholders, filed on April 8, 2024 (the "2024 Definitive Proxy"), commencing on pages 60 and 74, respectively, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled "Beneficial Stock Ownership of Certain Stockholders and Management" in the 2024 Definitive Proxy on page 76 and is available here, and as updated in the filings referenced in the table below. Supplemental information regarding the holdings of the Company's securities can be found in the SEC filings on Forms 3, 4 and 5, and as referenced in the table below, and such filings are available on the Company's website at https://ir.onetetra.com/Annual-Shareholder-Meeting or through the SEC's website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the section titled "Beneficial Stock Ownership of Certain Stockholders and Management" of the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the Annual Meeting.
Certain Executive Officers | |||||
Name | Ownership | Date of Filing | Filing Type | Hyperlink | |
Elijio V. Serrano (Senior | 1,467,087 | 03/18/2025 | Form 4 | https://www.sec.gov/Arc | |
1 TETRA's five-year total shareholder returns, inclusive of dividends and through the close of trading on March 24, 2025, are
2 Total shareholder returns, inclusive of dividends and through the close of trading on March 24, 2025, were calculated using the respective dates when Mr. Radoff joined the board.
3 TETRA's five-year total shareholder returns, inclusive of dividends were calculated through the close of trading on March 24, 2025. Mr.
4 Calculated based on the average Return on Net Capital Employed (RONCE) for 2024 and 2023. RONCE is defined as Adjusted EBIT divided by average net capital employed. Adjusted EBIT is defined as net income (loss) before taxes and discontinued operations, interest, and certain non-cash charges, and non-recurring adjustments. Net capital employed is defined as assets, excluding assets associated with discontinued operations, plus impaired assets, less cash and cash equivalents and restricted cash, and less current liabilities, excluding current liabilities associated with discontinued operations. Average net capital employed is calculated as the average of the beginning and ending net capital employed for the respective periods. Return on net capital employed is used by management as a supplemental financial measure to assess the financial performance of the Company relative to assets, without regard to financing methods or capital structure.
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SOURCE TETRA Technologies, Inc.
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