Independent
Tenure on this board
14.6 yrs
Also a director at
Ssr Mining Inc (SSRM)
8 nominees · 4 ballot items.
Election of eight directors; advisory (non-binding) approval of executive compensation (say-on-pay); ratification of Grant Thornton LLP as independent auditors; ratification of Amendment No. 1 to the Tax Benefits Preservation Plan (extension of poison pill expiration to Feb 28, 2029).
Election of eight nominees to the Board of Directors to serve one-year terms ending at the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of named executive officer compensation as disclosed in the CD&A, compensation tables, and related narrative. Management seeks shareholder support to validate its pay-for-performance program that emphasizes a high proportion of at-risk compensation (84% for the CEO in 2025), long-term incentives tied to RONCE and relative TSR, an annual cash incentive tied to Adjusted EBITDA with an HSE negative modifier, robust governance including an independent HCMCC and an independent compensation consultant, and a clawback policy. The Board recommends a vote FOR, stating the program aligns executive and shareholder interests and helps attract and retain talent. Key context includes a prior positive say-on-pay result in 2025 (over 88% support), extensive stockholder engagement, and design features such as double-trigger CIC protections and caps preventing RTSR payouts when absolute TSR is negative. The recommendation’s rationale emphasizes strong alignment with long-term strategic objectives, retention needs, and risk-mitigating policies. Investors assessing this proposal should weigh the alignment of incentive metrics (Adjusted EBITDA, RONCE, RTSR) with strategic priorities such as the ONE TETRA 2030 transformation, and note that the vote is advisory and will be considered by the Board and HCMCC when designing future compensation.
Ratification of the Audit Committee’s selection of Grant Thornton LLP as independent auditors for fiscal year ending December 31, 2026.
Ratify Amendment No. 1 to extend the Tax Benefits Preservation Plan expiration to February 28, 2029 and related clarifying amendments.
This management proposal asks shareholders to ratify Amendment No. 1 to the Company’s Tax Benefits Preservation Plan (the “Tax Plan”), which extends the Rights plan expiration from February 28, 2026 to February 28, 2029 and makes related administrative changes. The Tax Plan is a shareholder-rights style plan designed primarily to preserve the Company’s U.S. federal net operating loss carryforwards and other tax attributes by deterring acquisitions or ownership shifts that would trigger an ownership change under IRC Section 382. Management argues the plan protects ~$316 million of tax assets and helps the Company realize tax benefits, while noting ratification is not legally required but is sought as a governance measure. The plan also has anti-takeover effects (e.g., potential dilution upon ownership above 4.99%) and includes typical features: Preferred Stock purchase rights, exercisability upon an “Acquiring Person” crossing thresholds, exchange and redemption mechanics, anti-dilution, and specified expiration and amendment provisions. The board recommends a FOR vote, citing preservation of tax attributes and continuity of the Tax Plan as in stockholders’ interests; opponents might view the plan as entrenchment or an obstacle to activist or strategic transactions, and should weigh the value of preserved NOLs against potential takeover deterrents.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 6.03% | 8,161,996 | $69M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.01% | 5,423,857 | $46M |
| 3 | BlackRock, Inc. | 3.96% | 5,357,253 | $46M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.22% | 4,354,148 | $37M |
| 5 | STATE STREET CORP | 3.08% | 4,167,920 | $36M |
| 6 | BlackRock, Inc. | 2.84% | 3,846,403 | $33M |
| 7 | AMERIPRISE FINANCIAL INC | 2.75% | 3,724,459 | $32M |
| 8 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.65% | 3,591,026 | $31M |
| 9 | NEEDHAM INVESTMENT MANAGEMENT LLC | 2.49% | 3,375,000 | $29M |
| 10 | Encompass Capital Advisors LLC | 2.36% | 3,201,953 | $27M |
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