Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-18

Team (TISI)

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.

$1,265,655
Keith Tucker total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
97.46%
Say-on-pay support, latest vote
Companies that benchmark against TISI
2 companies name TISI as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
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.

02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Evan S. LedermanDirector2026-05-18A600$16$9,786CommonForm 4 ↗
Gary L. HillChief Executive Officer2026-05-20A5,8001694,076CommonForm 4 ↗
Gary L. HillChief Executive Officer2026-06-01A6,25016100,000CommonForm 4 ↗
James C. WebsterEVP and Chief Legal Officer2026-06-17A5,50500Derivative, Class A CommonForm 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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Keith TuckerRSU28,055$396,417
Keith TuckerRSU196,3842,774,906
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantWillis Towers Watson (WTW)
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-202,246,4686,52152,12097.46%Passed
20252025-06-182,253,42514,0071,19399.33%Passed
20242024-05-222,117,810102,55051,20593.23%Passed
20232023-05-112,019,276126,5221,68594.03%Passed
20212021-05-1323,937,504702,52348,45496.96%Passed
20202020-05-2122,595,6052,581,997408,26389.74%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2097.46%a
20252025-06-1899.33%b
20242024-05-2293.23%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.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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) · Audit205,00000205,000
Edward J. StengerIndependent · Audit (Chair) · Governance & Nominating187,50000187,500
Jeffery G. DavisIndependent · Departed during FY185,00000185,000
J. Michael AndersonIndependent · Executive (Chair) · Audit172,50000172,500
Pamela J. McGinnisIndependent · Compensation172,50000172,500
Evan S. LedermanIndependent · Audit43,1250043,125
K. Niclas YtterdahlIndependent · Audit · Corporate Governance and Nominating · Newly elected32,4600032,460
Michael StewartIndependent · Newly elected00000
09

Board fee structure and ownership guideline

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
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

DXPE DXP Enterprises, Inc.
10a

Peer reciprocity

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.

DXP Enterprises, Inc. (DXPE)

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Team2025Keith 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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Teamnot disclosedPSU 70 · RSU 30NoWillis Towers Watson (WTW)
DXP Enterprises, Inc.not disclosednot disclosednot disclosednot 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Keith TuckerDEF 14A2026-04-280000318833-26-000014Section “2025 Summary Compensation Table” · page 39. As printed: 1,265,655. Filing ↗machine: span 527601–527610
2Section 07, pay ratioDEF 14A2026-04-280000318833-26-000014Section “CEO Pay Ratio”. As printed: —. Filing ↗
3Section 08, Michael J. CalielDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 438,495. Filing ↗machine: t17 · r3 · c11 · span 449060–449067
4Section 08, Anthony R. HortonDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 205,000. Filing ↗machine: t17 · r6 · c3 · span 454293–454300
5Section 08, Edward J. StengerDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 187,500. Filing ↗machine: t17 · r9 · c3 · span 460717–460724
6Section 08, Jeffery G. DavisDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 185,000. Filing ↗machine: t17 · r4 · c3 · span 450133–450140
7Section 08, J. Michael AndersonDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 172,500. Filing ↗machine: t17 · r5 · c3 · span 452214–452221
8Section 08, Pamela J. McGinnisDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 172,500. Filing ↗machine: t17 · r8 · c3 · span 458638–458645
9Section 08, Evan S. LedermanDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 43,125. Filing ↗machine: t17 · r7 · c3 · span 456560–456566
10Section 08, K. Niclas YtterdahlDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 32,460. Filing ↗machine: t17 · r10 · c3 · span 462987–462993
11Section 08, Michael StewartDEF 14A2026-04-280000318833-26-000014Section “Director Compensation”. As printed: 0. Filing ↗machine: t17 · r11 · c11 · span 466360–466361
12Section 02, Evan S. Lederman 2026-05-18Form 42026-05-200000318833-26-000028Insider equity transaction reported since the proxy statement. Filing ↗
13Section 02, Gary L. Hill 2026-05-20Form 42026-05-210001782810-26-000007Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, Gary L. Hill 2026-06-01Form 42026-06-020001782810-26-000009Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, James C. Webster 2026-06-17Form 42026-06-180001534688-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
16Section 06, 2026 voteForm 8-K2026-05-200000318833-26-000032Item 5.07 · say-on-pay result. As reported: 97.46% (votes for as printed: 2,246,468). Filing ↗
17Section 06, 2025 voteForm 8-K2025-06-200000318833-25-000049Item 5.07 · say-on-pay result. As reported: 99.33% (votes for as printed: 2,253,425). Filing ↗
18Section 06, 2024 voteForm 8-K2024-05-240000318833-24-000042Item 5.07 · say-on-pay result. As reported: 93.23% (votes for as printed: 2,117,810). Filing ↗
19Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
20Section 09b board cost (computed)ComputedcomputedCash 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
21Team (subject), Section 10b CEO totalDEF 14A2026-04-280000318833-26-000014CEO total compensation as printed in Team's own proxy. As printed: 1,265,655. Filing ↗machine: span 527601–527610