Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TISI in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TISI in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Keith Tucker | $750,000 | $0 | $0 | $0 | $495,119 | $0 | $20,536 | $1,265,655 |
| Former Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Keith Tucker | $1,265,655 | $1,659,741 | — | −394,086 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Evan S. Lederman | Director | 2026-05-18 | A | 600 | $16 | $9,786 | Common | Form 4 ↗ |
| Gary L. Hill | Chief Executive Officer | 2026-05-20 | A | 5,800 | 16 | 94,076 | Common | Form 4 ↗ |
| Gary L. Hill | Chief Executive Officer | 2026-06-01 | A | 6,250 | 16 | 100,000 | Common | Form 4 ↗ |
| James C. Webster | EVP and Chief Legal Officer | 2026-06-17 | A | 5,505 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Keith Tucker | RSU | 28,055 | — | $396,417 |
| Keith Tucker | RSU | 196,384 | — | 2,774,906 |
Our executive compensation policies are designed to provide aggregate compensation opportunities for our Named Executive Officers that are competitive in the business marketplace based upon Company and individual performance. Our objectives are to: Ensure our compensation program incentives align with the Company's business objectives; Link a significant portion of compensation toward achievement of the Company's short-term and long-term performance objectives that align with our shareholder and stakeholder interests; Attract, motivate, reward and retain the broad-based management talent required to achieve our business objectives; Provide incentives for long-term continued employment with the Company; Reward individual performance; and Ensure that our compensation arrangements do not encourage unnecessary risk-taking.
| CEO STI target (% of salary) | 100% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Willis Towers Watson (WTW) |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-20 | 2,246,468 | 6,521 | 52,120 | 97.46% | Passed |
| 2025 | 2025-06-18 | 2,253,425 | 14,007 | 1,193 | 99.33% | Passed |
| 2024 | 2024-05-22 | 2,117,810 | 102,550 | 51,205 | 93.23% | Passed |
| 2023 | 2023-05-11 | 2,019,276 | 126,522 | 1,685 | 94.03% | Passed |
| 2021 | 2021-05-13 | 23,937,504 | 702,523 | 48,454 | 96.96% | Passed |
| 2020 | 2020-05-21 | 22,595,605 | 2,581,997 | 408,263 | 89.74% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-20 | 97.46%a |
| 2025 | 2025-06-18 | 99.33%b |
| 2024 | 2024-05-22 | 93.23%c |
a. Approved under the standard stated in the filing — “however, for shareholders who attend the Annual Meeting, abstentions will have the effect of a vote AGAINST this Proposal.”.
b. Approved under the standard stated in the filing — “however, for shareholders who attend the Annual Meeting, abstentions will have the effect of a vote AGAINST this Proposal.”.
c. Approved under the standard stated in the filing — “however, for shareholders who attend the Annual Meeting, abstentions will have the effect of a vote AGAINST this Proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael J. CalielEmployee director · Board Chair · Executive | $51,277 | $0 | $0 | — | $387,218 | $438,495 |
| Anthony R. HortonIndependent · Lead Independent Director · Executive (Chair) · Compensation (Chair) · Audit | 205,000 | 0 | 0 | — | — | 205,000 |
| Edward J. StengerIndependent · Audit (Chair) · Governance & Nominating | 187,500 | 0 | 0 | — | — | 187,500 |
| Jeffery G. DavisIndependent · Departed during FY | 185,000 | 0 | 0 | — | — | 185,000 |
| J. Michael AndersonIndependent · Executive (Chair) · Audit | 172,500 | 0 | 0 | — | — | 172,500 |
| Pamela J. McGinnisIndependent · Compensation | 172,500 | 0 | 0 | — | — | 172,500 |
| Evan S. LedermanIndependent · Audit | 43,125 | 0 | 0 | — | — | 43,125 |
| K. Niclas YtterdahlIndependent · Audit · Corporate Governance and Nominating · Newly elected | 32,460 | 0 | 0 | — | — | 32,460 |
| Michael StewartIndependent · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $172,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 7,500 / 12,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,049,362 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $387,218 |
| Total cost of the board | $1,436,580 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Team names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Team.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Team | 2025 | Keith Tucker | $750,000 | $0 | $0 | $495,119 | $1,265,655 |
| — | DXP Enterprises, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Team | not disclosed | PSU 70 · RSU 30 | No | Willis Towers Watson (WTW) |
| DXP Enterprises, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Keith Tucker | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “2025 Summary Compensation Table” · page 39. As printed: 1,265,655. Filing ↗machine: span 527601–527610 |
| 2 | Section 07, pay ratio | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 3 | Section 08, Michael J. Caliel | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 438,495. Filing ↗machine: t17 · r3 · c11 · span 449060–449067 |
| 4 | Section 08, Anthony R. Horton | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 205,000. Filing ↗machine: t17 · r6 · c3 · span 454293–454300 |
| 5 | Section 08, Edward J. Stenger | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 187,500. Filing ↗machine: t17 · r9 · c3 · span 460717–460724 |
| 6 | Section 08, Jeffery G. Davis | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 185,000. Filing ↗machine: t17 · r4 · c3 · span 450133–450140 |
| 7 | Section 08, J. Michael Anderson | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 172,500. Filing ↗machine: t17 · r5 · c3 · span 452214–452221 |
| 8 | Section 08, Pamela J. McGinnis | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 172,500. Filing ↗machine: t17 · r8 · c3 · span 458638–458645 |
| 9 | Section 08, Evan S. Lederman | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 43,125. Filing ↗machine: t17 · r7 · c3 · span 456560–456566 |
| 10 | Section 08, K. Niclas Ytterdahl | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 32,460. Filing ↗machine: t17 · r10 · c3 · span 462987–462993 |
| 11 | Section 08, Michael Stewart | DEF 14A | 2026-04-28 | 0000318833-26-000014 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t17 · r11 · c11 · span 466360–466361 |
| 12 | Section 02, Evan S. Lederman 2026-05-18 | Form 4 | 2026-05-20 | 0000318833-26-000028 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 13 | Section 02, Gary L. Hill 2026-05-20 | Form 4 | 2026-05-21 | 0001782810-26-000007 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 14 | Section 02, Gary L. Hill 2026-06-01 | Form 4 | 2026-06-02 | 0001782810-26-000009 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 02, James C. Webster 2026-06-17 | Form 4 | 2026-06-18 | 0001534688-26-000003 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-05-20 | 0000318833-26-000032 | Item 5.07 · say-on-pay result. As reported: 97.46% (votes for as printed: 2,246,468). Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-06-20 | 0000318833-25-000049 | Item 5.07 · say-on-pay result. As reported: 99.33% (votes for as printed: 2,253,425). Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-05-24 | 0000318833-24-000042 | Item 5.07 · say-on-pay result. As reported: 93.23% (votes for as printed: 2,117,810). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 09b board cost (computed) | Computed | — | computed | Cash 1,049,362 + equity 0 + all other 387,218 = 1,436,580, summed across the director compensation table rows.machine: formula: Σ = 1,436,580 |
| 21 | Team (subject), Section 10b CEO total | DEF 14A | 2026-04-28 | 0000318833-26-000014 | CEO total compensation as printed in Team's own proxy. As printed: 1,265,655. Filing ↗machine: span 527601–527610 |