Michael Stewart

About Michael Stewart

Michael Stewart, age 57, was appointed as an independent Class III director of Team, Inc. on October 24, 2025, with a term expiring at the 2028 annual meeting; he was concurrently appointed to the Compensation Committee and will not receive Board compensation pursuant to a Shareholders Agreement with Stellex Capital . Stewart is a founder and Managing Partner of Stellex Capital Management (est. 2014), previously a Partner at The Carlyle Group and Managing Director/Co‑Head of Carlyle Strategic Partners; he holds a B.S. in finance and entrepreneurial studies from the University of Southern California .

Past Roles

External Roles

Board Governance

• Appointment: Class III director effective October 24, 2025; term to 2028 annual meeting .
• Committee assignments: Member, Compensation Committee .
• Independence: Board determined Stewart satisfies NYSE Section 303A.02 independence .
• Indemnification: Company entered into standard director indemnification agreement upon appointment .
• Shareholder Agreement: Stellex/InspectionTech entitled to designate two independent Board nominees; Stewart is one of two nominees, with nomination/reelection rights tied to investor ownership thresholds .
• Board operations context: In 2024, the Board held 18 meetings; no director attended fewer than 75% of meetings, and independent director executive sessions occurred 12 times (Stewart joined in 2025) .

Fixed Compensation

For context, Team’s standard director program (paid in cash quarterly) is: $172,500 annual retainer; $25,000 Lead Independent Director premium; $15,000 Audit Chair; $12,500 Compensation Chair; $7,500 Governance Chair .

Performance Compensation

No performance-based director compensation is disclosed; Team’s director program is all cash with no equity awards for directors .

Other Directorships & Interlocks

• Investor‑affiliated rights: Stellex/InspectionTech’s Shareholders Agreement grants two independent Board nominees, creating an investor interlock at the Board level (Stewart and K. Niclas Ytterdahl) .
• Related party financing: In September 2025, $10.0 million of the Company’s second lien term loan was acquired by the Stellex Holder as part of Series B transactions; terms remained unchanged .
• Broader Board investor affiliations: The Company disclosed a separate September 2025 loan acquisition by JFL Credit Opportunities Fund II, L.P., in which one independent director is an equity partner (illustrative of investor-affiliated directors on the Board) .

Expertise & Qualifications

• Special situations and restructuring expertise from Houlihan Lokey, Carlyle Strategic Partners, and Stellex .
• Governance experience across numerous industrial and services boards .
• Education: B.S. in finance and entrepreneurial studies, University of Southern California .

Equity Ownership

Note: Warrants include provisions preventing exercise above 4.99% aggregated beneficial ownership; additional warrants contemplated on delayed draw preferred issuances with pricing mechanics after December 10, 2025 .

Governance Assessment

• Strengths

  • Deep restructuring and special situations skillset aligned with Team’s recent capital structure and operational improvement priorities; appointed to Compensation Committee, adding investor-informed pay oversight .
  • Independence affirmed under NYSE rules; standard indemnification in place; Board’s related party transaction policy requires Audit Committee review/approval .

• Potential Conflicts/RED FLAGS

  • Investor influence: Shareholders Agreement gives Stellex two Board nominees with ongoing nomination/reelection rights tied to ownership, indicating sustained investor influence over Board composition (RED FLAG for potential conflicts) .
  • Related party exposure: Stellex Holder acquired $10.0 million of the Company’s second lien term loan, and Stewart indirectly holds preferred and large warrant packages via the Stellex SPV (monitor Audit Committee approvals and recusal) (RED FLAG) .
  • Compensation Committee role while investor‑affiliated: Stewart sits on the Compensation Committee, which sets executive pay; investor alignment is positive but can raise perceived conflict if compensation decisions intersect with investor priorities (RED FLAG) .

• Alignment

  • No Board cash compensation under the Shareholders Agreement; economic exposure is via preferred and warrants, aligning interests with equity value creation .
  • Company policies prohibit hedging/pledging and set director ownership guidelines (lesser of 1× annual retainer or 20,000 shares), supporting alignment; individual compliance not disclosed yet for Stewart .

• Engagement/Attendance

  • Stewart’s appointment occurred in Q4 2025; 2024 attendance metrics don’t apply. Board held 18 meetings in 2024 with strong attendance by then‑sitting directors; independent executive sessions were frequent, indicating robust oversight .

Insider Filings

Related Party Transactions (Policy & Disclosures)

• Policy: All related party transactions >$120,000 require Audit Committee approval; conflicted committee members must abstain; transaction must be consistent with Company/shareholder interests .
• Disclosures: September 2025 debt transactions involved Stellex Holder ($10.0 million second lien loan) and a JFL fund (with an independent director partner); terms remained unchanged .

Final Notes for Investors

• Stewart’s investor‑affiliated appointment (with no Board cash pay) and significant indirect equity exposure suggest strong economic alignment but elevate conflict‑risk optics; watch Compensation Committee decisions and related party approvals (ensure rigorous recusal and transparent Audit Committee oversight) .
• Board governance processes (frequent executive sessions; independence determinations; codified ownership/anti‑hedging policies) are robust, mitigating some risks; ongoing monitoring of Stellex ownership thresholds and their effect on Board nominations is prudent .