J. Michael Anderson
TEAMAbout J. Michael Anderson
Independent director (Class III) at Team, Inc. since November 22, 2021; age 62. CEO and founder of Layne Water Midstream; prior senior finance roles include CFO at Layne Christensen (NASDAQ: LAYN), Southcross Energy Partners, Exterran Holdings/Exterran Partners, and CFO/CEO at Azurix. Education: BBA, Texas Tech University; MBA, The Wharton School, University of Pennsylvania . The Board has affirmatively determined Anderson is independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Layne Water Midstream (LWM) | Chief Executive Officer; Founder | Not disclosed | Founder/operator leadership; midstream water |
| Layne Christensen (NASDAQ: LAYN) | Chief Financial Officer | Not disclosed | Public-company finance leadership |
| Southcross Energy Partners | Chief Financial Officer | Not disclosed | MLP finance; gas gathering/processing |
| Exterran Holdings; Exterran Partners | Chief Financial Officer | Not disclosed | Global natural gas compression/services finance |
| Azurix Corp. | Chief Financial Officer; Chief Executive Officer | Not disclosed | Global water/wastewater assets leadership |
| JPMorgan Chase | Investment banker (M&A) | Early career | Transactional and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Layne Water Midstream | CEO; Director | Not disclosed | Founder/operator; private company |
| Public company boards | None | — | No current public directorships |
Board Governance
- Board and committees: Member, Compensation Committee; Member, Corporate Governance & Nominating Committee .
- Chair roles: None; committee chairs are Davis (Comp), Horton (Gov & Nom), Stenger (Audit) .
- Independence: Board determined Anderson is independent; only Executive Chairman Caliel is non-independent .
- Attendance and engagement: Board met 18 times in 2024; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 8 times in 2024; Corporate Governance & Nominating met 5 times in 2024 .
- Investor nomination rights context: Board Rights Agreements with APSC (observer and one nominee) and Corre (observer, Chairman nominee, plus two nominees); Anderson’s 2021 appointment tied to financing agreements (Subordinated Term Loan Credit Agreement and Commitment Letter) with Corre/APSC .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director retainer (cash) | $172,500 (program set May 2023; paid cash monthly) | $172,500 (cash-only program) |
| Committee member retainers | Eliminated in May 2023 (previously Audit $7,500; Comp $5,000; Gov/Nom $5,000) | N/A (eliminated) |
| Committee chair fees | Audit Chair $15,000; Comp Chair $12,500; Gov/Nom Chair $7,500 | Same structure (Anderson is not a chair) |
| Lead Independent Director fee | $25,000 added Nov 2023 | $25,000 (applies to Horton) |
| Total fees earned by Anderson | $201,542 | $172,500 |
Performance Compensation
| Performance-linked component | Details |
|---|---|
| Equity grants (director) | None; director program paid all in cash in 2024/2025 . |
| Options (director) | None outstanding for directors in 2024/2025 . |
The Company’s performance-linked incentive structures (Adjusted EBITDA, FCF, safety TRIR, strategic and individual objectives) apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Entity | Relationship | Note |
|---|---|---|
| Public company boards | None | Current other public company boards: None . |
| Investor nomination rights | Financing-linked | Board rights for APSC and Corre; Anderson’s appointment tied to financing agreements with Corre/APSC (investor influence) . |
Expertise & Qualifications
- Financial literacy/expertise; strategic planning; risk management; relevant industry experience (energy, infrastructure) .
- Public company executive experience; corporate governance competence .
- Education: Texas Tech (BBA) and Wharton (MBA) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 3,000 |
| % of shares outstanding | ~0.067% (3,000 ÷ 4,493,391) |
| Vested vs. unvested | Not disclosed for directors; executive RSU/PSU disclosures are for NEOs |
| Pledging/hedging | Prohibited by policy; directors cannot hold in margin or pledge; anti-hedging policy applies |
| Ownership guidelines (directors) | Expected to own Common Stock valued at lesser of 1x annual Board retainer or 20,000 shares; three years to comply |
| Compliance status | Individual compliance not disclosed |
Governance Assessment
- Strengths: Independent director; active participation (committee memberships; full Board attendance); robust governance framework (clawback policy; anti-hedging/pledging; independent comp consultant) .
- Alignment: Director compensation is cash-only; share ownership guideline exists, but Anderson’s current stake is modest versus total outstanding (approx. 0.067%) .
- Signals from shareholder votes: 2025 election support strong (Anderson votes for: 2,211,421; withheld: 57,204); say‑on‑pay approved (2,253,425 for; 14,007 against; 1,193 abstentions) .
- Potential conflicts/RED FLAGS:
- Investor influence: Board rights agreements allow APSC/Corre nominations; Anderson’s appointment tied to financing agreements—heightened monitoring for potential investor-aligned conflicts, though no related-party transactions disclosed for him .
- Ownership alignment: Low direct ownership may reduce “skin-in-the-game” until guidelines are fully met (individual compliance not disclosed) .
- Attendance/engagement: No attendance issues; Compensation Committee (8 meetings) and Governance & Nominating (5 meetings) activity evidences engagement .
2025 Annual Meeting Voting Outcomes (context)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Elect J. Michael Anderson | 2,211,421 | 57,204 | — | 923,321 |
| Say‑on‑Pay | 2,253,425 | 14,007 | 1,193 | 923,321 |
| KPMG ratification | 3,180,197 | 10,434 | 1,315 | 0 |
| Charter amendment (removal for cause) | 2,246,502 | 21,462 | 661 | 923,321 |
Director Compensation Table (Anderson)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 201,542 | 172,500 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 201,542 | 172,500 |
Notes: Program changes in 2023 eliminated committee member retainers and converted director pay to all cash; chair retainers remain (Anderson is not a chair) . Executive Chairman compensation is separate and not applicable to Anderson .
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 8 |
| Corporate Governance & Nominating | Member | 5 |
Related-Party Transactions Policy
- Audit Committee must pre-approve related-party transactions over $120,000; conflicted committee members abstain; transactions must be in shareholders’ interests; no related-party transactions disclosed for Anderson .
Share Ownership Guidelines and Restrictions
- Directors: Lesser of 1x annual Board retainer or 20,000 shares; 3 years to comply; anti-hedging and pledging prohibitions apply .