Team Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, Team, Inc.’s executive compensation program as described in the proxy (the “say-on-pay” vote). Management is seeking this endorsement to confirm investor support for the pay philosophy, the mix of base salary, annual cash incentives, and long-term equity awards (including RSUs and PSUs), and to validate the Compensation Committee’s approach to linking pay to performance metrics such as Adjusted EBITDA, Free Cash Flow, Revenue and safety (TRIR). The vote is advisory and not legally binding, but the Board and Compensation Committee have committed to consider the outcome when designing future compensation, and they present benchmarking and governance features—independent committee oversight, an independent compensation consultant, stock ownership guidelines, and a clawback policy—to mitigate pay-related risks. Shareholders considering the proposal should weigh whether the disclosed metrics and payout outcomes align with realized operational and financial performance, the degree to which long-term incentives provide retention and alignment (including the November 2023 special multi-year RSU/PSU awards), and the company’s recent improvements in TSR and performance measures. Management argues that the program is appropriately balanced between short-term cash incentives and multi-year equity-based incentives to promote sustainable, profitable growth and retention of key executives. Opponents may point to the advisory nature of the vote, the potential for large equity grants to dilute shareholders, or specific payout outcomes, but the Compensation Committee’s use of multiple performance measures, peer benchmarking, and post-award discretion are governance mitigants. Because the vote is advisory, its primary practical effect is reputational and directional; a negative vote would typically prompt engagement and potential program redesign. Institutional investors will likely focus on whether disclosed pay outcomes reflect sustained improvements in free cash flow and adjusted EBITDA and whether the long-term equity awards are subject to rigorous performance criteria and effective vesting and clawback protections.

This proposal requests shareholder approval under NYSE Listing Rule 312.03(c) to permit issuance of Common Stock upon exercise of the Stellex Warrants, including after anti-dilution adjustments that could reduce exercise prices below the NYSE “Minimum Price” down to the specified Adjustment Floor. Management seeks this approval because the aggregate number of shares issuable on exercise of the warrants exceeds the 20% NYSE threshold and, absent approval, the Company’s ability to give full anti-dilution protection would be constrained and the negotiated Return on the Series B Preferred would increase by 1% if approval is not obtained. The underlying transaction (the Purchase Agreement with Stellex) provided the Company with $75 million of proceeds at closing and an option for up to $30 million additional delayed draws, and the Board says proceeds have been used to repay debt and fund transformation and growth initiatives, reduce leverage and strengthen liquidity. The proxy materials describe customary investor protections for Stellex (participation rights, registration rights and transfer restrictions) and a support agreement with Corre that materially aligns major holders in favor of the proposal, which materially reduces execution risk for management. From a governance perspective, one director is affiliated with Stellex which creates an identifiable related‑party interest; the proxy discloses that and explains the Board’s deliberations and view that the transaction is in shareholders’ interests. If approved, this vote enables the Company to honor the anti‑dilution terms of the warrants—including adjustments to exercise prices below the Minimum Price to the Adjustment Floor—and preserves flexibility for delayed draws and issuances; if not approved, dilution mechanics would be constrained and the cost of the Series B Preferred to the Company would increase. Sophisticated investors should weigh the benefit of immediate deleveraging and financing flexibility against potential dilution and the governance considerations of a material private financing with a director-affiliate investor. The proxy recommendation is FOR, citing balance sheet strengthening, debt reduction and support for the Company’s strategic plan as key rationales.

This proposal asks shareholders to approve Amendment No.1 to the Company’s Equity Incentive Plan to authorize an incremental 250,000 shares for future awards. Management argues that the incremental share reserve is required to continue granting long-term incentive awards (RSUs, PSUs, and other equity awards) that are central to retention and alignment of executives and key employees and that without shareholder approval the Company may be forced to settle awards in cash or classify new awards as liabilities under ASC 718, which management views as disadvantageous to the Company’s financial presentation. The proxy provides plan metrics—current available shares, outstanding RSUs and PSUs, overhang and historical burn rates—to justify the requested increase and explains vesting, limits per grantee and governance features (Compensation Committee administration, minimum vesting, repricing prohibitions without approval). From a governance standpoint, the amendment is ordinary for public companies that use equity compensation as a key retention and pay-for-performance tool; investors will scrutinize dilution, the Company’s burn rate, total overhang post-approval (~16.4% per the proxy), and the structure of award types (time-based vs performance-based). Management emphasizes the awards’ role in aligning executives with shareholder interests and enabling competitive pay packages; opponents may focus on shareholder dilution and the size of outstanding PSUs that can pay out at maximum performance. The Board unanimously recommends FOR, and, if approved, the Company will register the additional shares on Form S-8 and continue granting awards under the amended plan in accordance with the Compensation Committee’s discretion and plan limits.