Edward Stenger
TEAMAbout Edward J. Stenger
Edward J. “Ed” Stenger, age 67, has served as an independent director of Team, Inc. (TISI) since November 22, 2021 and is a Class II director with a current term expiring at the 2027 annual meeting . He is Managing Member of Brown Street 1885, LLC, focused on value creation during transitions, and previously was a long‑tenured Managing Director at AlixPartners with multiple interim C‑suite roles (e.g., EVP at General Motors post‑bankruptcy; CRO at Dana; Treasurer at Kmart; CRO at Fleming; CFO at Vari‑Form) . He holds an undergraduate degree in accounting from the University of Notre Dame and was a licensed CPA . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| AlixPartners, LLC | Managing Director; co-led Turnaround & Restructuring; led Automotive & Industrials practice; led training/development | 30+ years (prior to 2021) | Advised boards/investors; developed/implemented turnaround strategies; multiple interim C‑suite roles |
| General Motors | Executive Vice President (upon emergence from bankruptcy) | Not disclosed (post‑bankruptcy assignment) | Interim executive leadership during restructuring |
| Dana Corporation | Chief Restructuring Officer | Not disclosed | Corporate restructuring execution |
| Kmart Corporation | Treasurer | Not disclosed | Liquidity/finance in turnaround context |
| Fleming Companies | Chief Restructuring Officer | Not disclosed | Corporate restructuring execution |
| Vari‑Form Group | Chief Financial Officer | Not disclosed | Finance leadership |
| Ernst & Young | Director | Prior to AlixPartners | Advisory/assurance background |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Brown Street 1885, LLC | Managing Member | Since June 2021 |
| Public company boards | None current | As disclosed: “None” |
Board Governance
- Independence and appointment: Independent director; originally appointed pursuant to financing agreements (Subordinated Term Loan Credit Agreement and Commitment Letter Agreement) with Corre/APSC in 2021 .
- Committee assignments (2024 activity):
- Audit Committee: Chair; designated “audit committee financial expert” (committee met 6 times in 2024) .
- Compensation Committee: Member (committee met 8 times in 2024) .
- Executive Committee: Member; committee did not meet in 2024 .
- Board structure and activity: Board held 18 meetings in 2024; no director attended fewer than 75% of board/committee meetings during their service; all directors attended the 2024 annual meeting .
- Executive sessions and independent director activity: 12 executive sessions of independent directors in 2024 .
- Lead independent director: Anthony R. Horton (not Stenger) .
- Related‑party oversight: Audit Committee (which he chairs) approves related‑party transactions under a written policy; also oversees cybersecurity risk and internal controls .
Fixed Compensation
Director compensation is all‑cash under the current program adopted in May 2023. Stenger’s 2024 fees reflect the standard retainer plus his Audit Chair premium.
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (all directors) | $172,500 | Paid quarterly, all cash |
| Audit Committee Chair Fee | $15,000 | Annual, in addition to retainer |
| 2024 Total – Edward J. Stenger | $187,500 | Matches retainer + Audit Chair fee |
Performance Compensation
No performance‑based pay for directors is disclosed; director equity is not part of the current cash‑only director program .
| Metric | Weight | Target | Outcome | Payout |
|---|---|---|---|---|
| None disclosed for directors | — | — | — | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None | — | — | No current public company boards |
- Investor designation rights exist: APSC and Corre have board nomination/observer rights under Board Rights Agreements; Corre may nominate the chairman and two additional directors; APSC may nominate one director, subject to ownership thresholds and qualifications . While the Board deems directors (other than the Executive Chairman) independent, these rights are a governance dynamic to monitor .
Expertise & Qualifications
- Financial/accounting: Former CPA; extensive restructuring/turnaround finance experience; designated Audit Committee Financial Expert .
- Industry and operations: Deep experience across automotive/industrial transitions and complex operational restructurings .
- Governance: Longstanding advisor to boards and interim executive; independence affirmed by Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Edward J. Stenger | 9,890 | <1% | As of April 7, 2025 |
| Pledged/Hedged Shares | Prohibited by policy | — | Insider Trading Policy prohibits pledging, margin, hedging by directors/officers |
| Ownership Guidelines | Lesser of 1× annual board retainer or 20,000 shares; 3‑year compliance window for directors from Feb 2023 | — | Directors expected to meet guidelines by Feb 2026; status for individuals not disclosed |
Governance Assessment
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Strengths
- Audit leadership and expertise: Chair of Audit; SEC‑defined financial expert; Audit Committee oversees external audit, internal audit, financial reporting controls, related‑party transactions, and cyber risk—supportive for investor confidence in financial oversight .
- Engagement: Board met 18 times; audit and compensation committees active (6 and 8 meetings respectively); independent directors held 12 executive sessions—signals active oversight .
- Independence and safeguards: Board classifies Stenger as independent; stringent insider trading policy (no hedging/pledging) and director ownership guidelines enhance alignment over time .
- Compensation risk controls: Company maintains a clawback policy compliant with NYSE Section 10D; Compensation Committee uses an independent consultant (WTW); no interlocks disclosed—good governance hygiene .
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Watch items / potential conflicts
- Investor designation rights: APSC and Corre retain board nomination rights (including chairman and additional directors). While independence determinations stand, concentrated investor rights can shape board dynamics; continued monitoring of potential alignment or conflicts with minority shareholders is warranted .
- Director pay alignment: Cash‑only director compensation (no annual equity) may reduce direct stock‑price linkage for directors; partially mitigated by stock ownership guidelines and anti‑hedging/pledging policies .
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Attendance and commitment
- No directors fell below the 75% threshold for board/committee meetings in 2024; all directors attended the 2024 annual meeting—indicates acceptable engagement levels .
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Related‑party exposure
- No related‑party transactions involving Stenger are disclosed; Audit Committee policy requires prior approval and abstention for interested members .
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Overall view
- Stenger brings high‑caliber restructuring and finance expertise with active oversight roles (Audit Chair; Comp member). The principal governance consideration is the broader investor nomination framework on the board; otherwise, independence, attendance, and committee activity are supportive for board effectiveness .