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TETRA Technologies (NYSE: TTI) details CFO transition, Sanderson pay package

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8-K/A

Rhea-AI Filing Summary

TETRA Technologies is planning a chief financial officer transition. Elijio V. Serrano will retire as Senior Vice President and Chief Financial Officer effective March 31, 2026, and Matthew J. Sanderson, currently Executive Vice President and Chief Commercial Officer, will become Executive Vice President and Chief Financial Officer while retaining certain commercial responsibilities.

Upon taking the CFO role, Mr. Sanderson’s base salary will increase to $490,000, his target annual incentive will rise to 90% of base salary, and his target long-term award value will increase to $925,000. Mr. Serrano entered into a transition agreement to serve as a non-executive employee and advisor through April 2, 2027 with a $125,000 annual salary, and his equity and incentive awards will be treated under the company’s retirement guidelines.

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Insights

Planned CFO succession with extended advisory role limits disruption risk.

The company outlines an orderly transition from longtime CFO Elijio V. Serrano to Matthew J. Sanderson, effective March 31, 2026. Sanderson already holds a senior executive role, which can ease continuity in financial leadership and preserve institutional knowledge.

The transition agreement keeps Serrano as a non-executive advisor through April 2, 2027 at $125,000 annually, with retirement-guideline treatment of incentives and equity. This structure supports knowledge transfer and reduces uncertainty, while compensation changes for Sanderson align with expanded responsibilities.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Sanderson new base salary $490,000 per year Effective upon appointment as Chief Financial Officer
Sanderson prior base salary $467,500 per year As Executive Vice President and Chief Commercial Officer
Target annual incentive 90% of base salary Increased from 80% upon becoming CFO
Target long-term award value $925,000 Increased from $750,000 for Sanderson’s long-term incentives
Serrano transition salary $125,000 per year Advisory role during transition period
CFO retirement effective date March 31, 2026 Serrano’s retirement as Senior Vice President and CFO
Transition period end date April 2, 2027 End of Serrano’s non-executive advisory role
Change of control multiple 2.5x salary and target bonus Benefits under Sanderson’s amended change of control agreement
Qualifying Retirement financial
"such termination will constitute a “Qualifying Retirement” under the Company’s retirement guidelines"
change of control agreement financial
"Mr. Sanderson’s change of control agreement will be amended to increase the amount of the benefits payable"
restricted stock unit financial
"when granting restricted stock unit and long-term performance-based cash awards"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based long-term incentive awards financial
"Any performance-based long-term incentive awards will be settled on a prorated basis"
cash incentive compensation plans financial
"awards under the Company’s cash incentive compensation plans to the extent the applicable performance objectives are met"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
FORM 8-K/A 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 24, 2025
 
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter) 
 
Delaware
1-13455
74-2148293
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

10000 Energy Drive
Spring, Texas 77389
(Address of Principal Executive Offices, and Zip Code)

(281) 367-1983
Registrant’s Telephone Number, Including Area Code

                
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
 ☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 ☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 ☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
TTI
New York Stock Exchange
Preferred Share Purchase Right
NA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in the Current Report on Form 8-K filed on October 27, 2025, TETRA Technologies, Inc. (“TETRA” or the “Company”) announced that on October 24, 2025 Elijio V. Serrano informed the Company that he intended to retire from his position as Senior Vice President and Chief Financial Officer (principal financial officer) of TETRA, effective March 31, 2026, and the Company’s board of directors had appointed Matthew J. Sanderson as Executive Vice President and Chief Financial Officer (principal financial officer), to be effective upon Mr. Serrano’s retirement from such position. Mr. Sanderson currently serves as the Executive Vice President and Chief Commercial Officer of TETRA and will continue to manage certain responsibilities associated with this position.

Sanderson Compensation Arrangements

Commencing upon the effectiveness of his appointment as Chief Financial Officer, Mr. Sanderson’s base compensation will be increased to $490,000 per year from $467,500 per year, his target annual incentive award as a percentage of base salary will be increased to 90% (from 80%) and his total target long-term award value (i.e., the values targeted by the Human Capital Management and Compensation Committee of the Company’s Board of Directors) when granting restricted stock unit and long-term performance-based cash awards) will be increased to $925,000 from $750,000. In addition, Mr. Sanderson’s change of control agreement will be amended to increase the amount of the benefits payable thereunder to 2.5 times his annual base salary and target annual bonus amounts. The form of change of control agreement is incorporated by reference as an exhibit to the Company’s Annual Report on Form 10-K.

Serrano Transition Agreement

In connection with his retirement from the Company, Mr. Serrano entered into a transition agreement (the “Transition Agreement”) with the Company. During the transition period, the Transition Agreement provides that Mr. Serrano will continue to serve as a non-executive employee of the Company, initially serving as an advisor to the Company’s chief executive officer and chief financial officer, through April 2, 2027, unless earlier terminated as provided below, and that upon termination of Mr. Serrano’s employment, unless agreed otherwise, such termination will constitute a “Qualifying Retirement” under the Company’s retirement guidelines.

The Transition Agreement provides for an annual salary equal to $125,000. Under the Company’s retirement guidelines, Mr. Serrano will be entitled to a prorated portion of any awards under the Company’s cash incentive compensation plans to the extent the applicable performance objectives are met provided that any individual performance goals will be deemed to have been fully satisfied. Any time-based unvested restricted stock unit awards will continue to vest and become exercisable pursuant to the original vesting schedule. Any performance-based long-term incentive awards will be settled on a prorated basis to the extent the applicable performance objectives are met provided that any individual performance goals will be deemed to have been fully satisfied.

The Transition Agreement contains other customary terms and conditions. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Number
Description
10.1
Transition Agreement, dated April 1, 2026, between TETRA Technologies, Inc. and Elijio V. Serrano
104
Cover Page Interactive Data File (embedded within the inline XBRL document)

2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TETRA Technologies, Inc.
By:
/s/ Brady M. Murphy
Brady M. Murphy
President and
Chief Executive Officer


Date:
April 2, 2026
 
3

Source: View Original Filing on SEC EDGAR

FAQ

What CFO leadership change did TETRA Technologies (TTI) disclose?

TETRA Technologies disclosed that Elijio V. Serrano will retire as Senior Vice President and Chief Financial Officer on March 31, 2026. Matthew J. Sanderson, currently Executive Vice President and Chief Commercial Officer, will become Executive Vice President and Chief Financial Officer, while continuing to manage certain existing responsibilities.

How will Matthew J. Sanderson’s compensation change when he becomes TTI’s CFO?

When Sanderson becomes Chief Financial Officer, his base salary will increase to $490,000 from $467,500. His target annual incentive will rise to 90% of base salary from 80%, and his total target long-term award value will increase to $925,000 from $750,000.

What does Elijio V. Serrano’s transition agreement with TTI provide?

Serrano’s transition agreement provides that he will remain a non-executive employee and advisor to the CEO and CFO through April 2, 2027, with a $125,000 annual salary. Upon termination, his departure will be treated as a “Qualifying Retirement” under the company’s retirement guidelines.

How will Serrano’s equity and incentive awards be treated after his retirement from TTI?

Under TTI’s retirement guidelines, Serrano will receive prorated cash incentive awards if performance objectives are met, with individual goals deemed fully satisfied. Time-based restricted stock units will continue to vest on the original schedule, and performance-based long-term awards will be settled prorata based on achievement of performance objectives.

What change is being made to Matthew Sanderson’s change of control agreement at TTI?

Sanderson’s change of control agreement will be amended so benefits payable equal 2.5 times his annual base salary and target annual bonus. The company notes that the form of this change of control agreement is incorporated by reference in its Annual Report on Form 10-K.

How long will Elijio Serrano remain with TETRA Technologies after retiring as CFO?

After retiring as CFO effective March 31, 2026, Serrano will stay as a non-executive employee through April 2, 2027. During this period, he will serve as an advisor to the chief executive officer and chief financial officer under the terms of his transition agreement.

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