Michael Caliel

About Michael J. Caliel

Michael J. Caliel (age 65) serves as Executive Chairman of Team, Inc. and has been a director since February 16, 2022; he is a Class II director with a term expiring at the 2027 Annual Meeting. He is not independent under NYSE standards because he is an executive of the company. Caliel holds a BS in Industrial Distribution from Clarkson University and is an NACD Governance Fellow, with prior CEO experience at Layne Christensen Company (NASDAQ: LAYN), Invensys Operations Management, and Integrated Electrical Services, Inc. .

Past Roles

External Roles

Board Governance

• Board and committees: Caliel is Executive Chairman and a member of the Executive Committee; he is not on the Audit, Compensation, or Corporate Governance & Nominating Committees. The Executive Committee comprises Horton (Chair), Caliel, Davis, and Stenger. Audit Committee: Stenger (Chair), Horton, Lederman. Compensation Committee: Davis (Chair), Anderson, Stenger, McGinnis. Governance & Nominating: Horton (Chair), Davis, Anderson .
• Independence: The Board determined all directors are independent except Caliel (Executive Chairman) .
• Attendance and engagement: Board held 18 meetings in 2024; no director attended fewer than 75% of meetings for the period served; 12 executive sessions held in 2024; all directors attended the 2024 Annual Meeting .
• Leadership structure: Separate Lead Independent Director (Horton), Executive Chairman (Caliel), and CEO (Tucker) roles with defined responsibilities; independent directors met 12 times in 2024 .

Fixed Compensation

Performance Compensation

• No performance-based director compensation is disclosed for Caliel; his $500,000 is reported as Executive Chairman compensation, and he is not included among Named Executive Officers in the bonus/equity tables. The director program is cash-only (no stock grants to directors in 2024) .
• Company-wide Executive Bonus Plan metrics (context; applies to NEOs, not disclosed for Caliel):
  • Metrics and weights: Adjusted EBITDA 40%; Free Cash Flow 30%; Safety TRIR 10%; Company Strategic Objectives 10%; Individual Objectives 10% .
  • Targets: Adjusted EBITDA target $63.1mm (threshold $50.5mm; max $88.3mm); Free Cash Flow target $40mm (threshold $32mm; max $56mm); TRIR target 0.20 (threshold 0.21; max 0.18) .
  • 2024 outcomes: Adjusted EBITDA above threshold but below target; Free Cash Flow at 173.3% of target; TRIR 0.19 (150% of target); strategic/individual objectives at 150% for CEO and CFO .

Other Directorships & Interlocks

• Investor board rights and potential influence: Corre Partners has rights to nominate the Board chair and two directors; APSC has rights to nominate one director and a non-voting observer, subject to qualifications. Caliel’s initial appointment to the Board was pursuant to a Common Stock Subscription Agreement with Corre and other parties (financing-related). These arrangements indicate meaningful investor representation and nomination rights on the Board .
• Current public board: Orion Group Holdings (audit and compensation committees) .

Expertise & Qualifications

• Strategic planning, corporate governance, financial literacy, risk management, and relevant industry experience are among Caliel’s Board competencies (as summarized in the skills matrix). He is designated an NACD Governance Fellow and has extensive public company executive and board experience in industrial services and technology-enabled operations .

Equity Ownership

• Ownership policy: Non-management directors must own stock valued at the lesser of 1x annual Board retainer or 20,000 shares within three years (revised Feb 2023). Prohibitions on hedging, short selling, holding in margin accounts, and pledging apply to directors and executives .
• Pledging/Hedging: Explicitly prohibited; reduces alignment risk and potential conflict signals .

Governance Assessment

• Strengths:

  • Executive Chairman role with deep operating experience across public industrial and technology-related businesses; NACD Governance Fellow credentials support governance rigor .
  • Board operates with strong independent leadership: Lead Independent Director (Horton) and fully independent Audit, Compensation, and Governance & Nominating Committees; financial experts on Audit Committee .
  • Active Board engagement: 18 meetings in 2024, 12 executive sessions; no director below 75% attendance; full attendance at 2024 Annual Meeting .
  • Share ownership and alignment: Caliel beneficially owns 1.5% of outstanding shares, a notable stake for a director, enhancing “skin-in-the-game” alignment .

• Watch items / potential conflicts:

  • Not independent: Caliel is Executive Chairman; independence exceptions are explicitly noted (he is the only non-independent director) .
  • Investor designation rights: Corre and APSC possess formal rights to nominate directors (including the chair) and observers, signaling sustained investor influence over Board composition and potentially over strategic direction; Caliel’s appointment occurred in the context of financing agreements, which can raise interlock/perceived influence considerations for some investors .
  • Director pay structure: Board adopted cash-only director compensation in May 2023; while simple and aligned to the company’s circumstances, lack of equity in director pay could be viewed as lower long-term alignment versus standard equity retainers; Caliel’s compensation is as Executive Chairman, separate from director fees .

• Related-party oversight:

  • Formal Related Party Transaction Policy requires Audit Committee approval for transactions >$120,000 involving directors/executives/5% holders or immediate family; Audit Committee has explicit mandate to review/approve related-party transactions and cybersecurity risk .
  • No specific related-party transactions disclosed involving Caliel in the proxy .

• Compensation risk controls (context):

  • Clawback policy compliant with NYSE Section 10D for incentive compensation over prior three years upon restatement; anti-hedging/anti-pledging and stock ownership guidelines in place .

• Overall signal: Board effectiveness benefits from independent committee leadership and high engagement, while investor nomination rights and the Executive Chairman’s non-independence warrant continued monitoring for decision-making balance and potential interlocks. Caliel’s material share ownership mitigates alignment concerns and supports investor confidence in long-term value creation .

RED FLAGS: Non-independent chair role; investor board nomination rights (Corre/APSC) including chair designation; ensure continued robust use of executive sessions and independent committee processes to counterbalance influence .