Keith Tucker
TEAMAbout Keith Tucker
Keith D. Tucker is Chief Executive Officer of Team, Inc. (TISI), serving as Interim CEO from March 21, 2022 and appointed permanent CEO on November 22, 2022; he joined Team in 2005 and has 35 years of industry experience . He is 56 years old as of April 22, 2025 . Under Tucker’s leadership, 2024 performance delivered Free Cash Flow at 173.3% of target, safety TRIR of 0.19 beating target, and Adjusted EBITDA between threshold and target, with Compensation Committee noting continued capital structure improvements and sustained cost reductions; company TSR improved in 2024 versus prior years per pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Team, Inc. | Chief Executive Officer | Nov 22, 2022–present | 2024 outcomes: FCF 173.3% of target, TRIR 0.19 beat target; progress on capital structure, cost reductions, and strategic growth priorities |
| Team, Inc. | Interim Chief Executive Officer | Mar 21, 2022–Nov 22, 2022 | Board appointment effective Mar 21, 2022 |
| Team, Inc. | President, Inspection & Heat Treating group | Jan 18, 2021–Mar 21, 2022 | Segment leadership (Inspection & Heat Treating) |
| Team, Inc. | EVP, North Division | Jun 2018–Jan 2021 | Division leadership |
| Team, Inc. | EVP, Mid Continent Division | Apr 2016–May 2018 | Division leadership |
| Team, Inc. | VP, Great Lakes Region (IHT) | Jan 2008–Mar 2016 | Regional leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $608,461 | $750,000 |
| Target bonus (% of base) | 100% | 100% |
| Non-Equity Incentive Plan paid ($) | $348,000 | $880,725 |
| One-time cash incentive ($) | $325,000 (granted per 2022 Compensation Letter; vested Mar 21, 2023) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting / cycle |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $63.1m; threshold $50.5m; maximum $88.3m | Above threshold, below target | Proportional per plan (exact not disclosed) | Annual cash bonus |
| Free Cash Flow | 30% | $40m; threshold $32m; maximum $56m | 173.3% of target | Per plan (cap 200% of target; actual payout detail not disclosed) | |
| Safety (TRIR) | 10% | Target 0.20; threshold 0.21; max 0.18 | 0.19 achieved | 150% of target | Annual cash bonus |
| Company Strategic Objectives | 10% | Pre-set priorities (capital structure, cost reduction, growth) | Achieved 150% | 150% of target | Annual cash bonus |
| Individual Objectives (CEO) | 10% | Culture, leadership recruiting, profitability/efficiency | Achieved 150% | 150% of target | Annual cash bonus |
Special multi-year equity awards granted Nov 6, 2023 cover FY23–FY25: 30% RSUs vest ratably over 3 years; 70% PSUs tied to trailing 4-quarter Adjusted EBITDA over Sept 1, 2023–Dec 31, 2026; 50% of earned PSUs settle within 60 days of vesting and 50% payable on Dec 31, 2026 (with detailed CIC and termination treatments below) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 7, 2025) | 36,065 shares (incl. ~815 via 401(k) fund) |
| Ownership % of outstanding | <1% |
| Shares outstanding (record date) | 4,493,391 (Apr 22, 2025) |
| Unvested RSUs (Dec 31, 2024) | 56,109 units; vest half on Nov 6, 2025 and half on Nov 6, 2026 (unless earlier terminated) |
| PSUs unearned (at max, Dec 31, 2024) | 196,384 units (payout contingent on performance over 9/1/2023–12/31/2026) |
| Options (exercisable / unexercisable) | None outstanding |
| Hedging/shorting/derivatives policy | Prohibited (anti-hedging; no shorting, options, etc.) |
| Pledging/margin policy | Pledging and margin accounts prohibited for directors and executive officers |
| Stock ownership guidelines | CEO must own common stock valued at the lesser of 3x base salary or 60,000 shares; 5-year compliance window from Feb 2023 |
| Compliance status | Not disclosed |
Insider transactions: Tucker filed Form 4 for Nov 6, 2024 reflecting RSU vesting and share withholding; an amendment corrected the administrative error on withheld shares .
Employment Terms
- Compensation letters: 2022 letter set interim CEO base salary at $590,000, 100% target bonus, and a one-time long-term incentive (~$680k) comprised of RSUs and a $325k cash incentive; Tucker accepted permanent CEO role on Nov 22, 2022 . 2023 letter increased base to $750,000 effective Oct 1, 2023, maintained 100% target bonus, and granted special RSU/PSU awards covering FY23–FY25 .
- Clawback: Company adopted clawback policy effective Aug 8, 2023 compliant with NYSE/Exchange Act Section 10D; applies to incentive-based compensation for three completed fiscal years preceding a restatement .
Severance and change-of-control economics (Executive Severance Policy):
| Scenario | Salary continuation | Bonus multiple | Health benefits | Non-compete | Timing |
|---|---|---|---|---|---|
| Involuntary termination without cause or voluntary with good reason | 18 months of base salary | — | $19,000 lump sum | 1 year (breach suspends payments) | As specified, some amounts in lump sum to satisfy 409A |
| Double trigger: CIC ± window (90 days before to 360 days after) + termination without cause or with good reason | 36 months of base salary | 3× annual bonus opportunity (higher of most recent paid bonus or 3-year average) | $66,000 lump sum | 6 months | Enhanced benefits payable on 91st day post-termination |
Change-in-control definition aligns with Equity Incentive Plan (beneficial ownership ≥50% of voting power or ≥90% operating assets; certain mergers/transactions), with 2022 financing expressly excluded .
Special Equity Awards treatment:
- RSUs: accelerate upon death/disability, termination without cause or with good reason, and upon CIC; vesting otherwise ratable over 3 years .
- PSUs: earned PSUs vest and pay immediately upon death/disability or termination without cause/with good reason; unearned PSUs remain eligible pro-rata based on service and actual performance; upon CIC, earned PSUs vest/pay immediately and PSUs at the single next tier target vest/pay; remaining unvested PSUs forfeited .
Investment Implications
- Alignment and incentives: CEO pay heavily at-risk with performance-weighted cash bonus and 70% PSUs in the special 2023 grant tied to multi-year Adjusted EBITDA, indicating high linkage to profitability and cash generation; 2024 payouts reflect strong FCF and safety performance and partial EBITDA attainment .
- Upcoming supply/vesting pressure: Unvested RSUs for Tucker total 56,109 (half vest Nov 2025 and half Nov 2026), and PSUs up to 196,384 at maximum performance could settle by Dec 31, 2026, potentially adding supply as awards vest/settle; hedging and pledging are prohibited, increasing direct exposure to stock moves .
- Retention risk and severance economics: Double-trigger CIC severance with 36 months salary and 3× bonus opportunity is generous, reducing near-term departure risk but increasing potential change-of-control cash outflows; base case severance provides 18 months salary and health benefit stipend, with non-compete obligations .
- Ownership alignment: Beneficial ownership is <1% (36,065 shares), with stock ownership guideline requiring the lesser of 3× salary or 60,000 shares within five years of Feb 2023, implying continued accumulation/holding expectations; compliance status not disclosed .
- Plan capacity: Only 17,212 shares remained available under the equity plan at year-end 2024, which may constrain future grants unless replenished, focusing realization on existing awards through 2026 .
Compensation peer group used for benchmarking (2024): Barnes Group, DXP Enterprises, Enerpac Tool Group, Enpro, ESCO Technologies, Matrix Service, Mistras Group, MYR Group, Orion Group Holdings, Primoris Services, Tetra Tech, TETRA Technologies, Thermon Group Holdings .