Nelson Haight
TEAMAbout Nelson Haight
Nelson M. Haight, age 60, has served as Executive Vice President and Chief Financial Officer of Team, Inc. (TISI) since June 2022; he holds both an MPA and BBA in Accounting from the University of Texas at Austin and was a Certified Public Accountant . Prior roles include CFO/treasurer at Key Energy Services, CFO at Castleton Resources, and Chief Accounting Officer-to-CFO progression at Midstates Petroleum; he also served as an independent consultant providing interim CFO services . Pay-versus-performance disclosures show Company TSR calculated on a fixed $100 investment and GAAP net income used for linkage; for 2024, the table reports TSR and net income context for NEO pay decisions (e.g., TSR and net income figures for the period are disclosed in the proxy’s Item 402(v) section) . Executive bonus metrics for 2024 emphasized Adjusted EBITDA, Free Cash Flow, safety TRIR, and strategic/individual objectives; Haight’s individual objectives were scored at 150% of target, reflecting cost reductions and liquidity gains .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Key Energy Services, Inc. | Senior Vice President, Chief Financial Officer & Treasurer | Jun 2020 – Jun 2022 | — |
| Castleton Resources, LLC | Chief Financial Officer | Jul 2017 – Sep 2018 | — |
| Midstates Petroleum Company, Inc. | VP & Chief Accounting Officer → Chief Financial Officer | Dec 2011 – Jul 2017 | — |
| Independent Consultant | Interim CFO and advisory services | 2018 – Jun 2020 | — |
External Roles
| Organization | Role | Status |
|---|---|---|
| Virax Biolabs (VRAX) | Director | Current |
| Mountain Crest Acquisition Corp. V (MCAG) | Director | Current |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $450,000 | $467,769 (paid); base rate increased to $483,000 on May 22, 2024 |
| Target Bonus (% of Base) | 75% | 75% |
| Annual Bonus (NEIP) Paid ($) | $191,500 | $411,976 |
| Other Bonus ($) (vesting of 2022 cash incentive) | $75,000 | $75,000 |
| Total Compensation ($) | $2,277,182 | $986,177 |
Notes:
- CFO offer letter set base salary at $450,000 and eligibility for 75% target bonus, up to 150% max .
- 2024 base salary rate was increased to $483,000 (paid amount reflects partial-year mix before/after increase) .
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Treatment | Vesting/Measurement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $63.1mm (threshold $50.5mm; max $88.3mm) | Between threshold and target (above threshold, below target) | Contributed to annual bonus; Haight NEIP total $411,976 | Annual plan; payouts scaled 0–200% of target |
| Free Cash Flow | 30% | $40mm (threshold $32mm; max $56mm) | 173.3% of target | Contributed to annual bonus; Haight NEIP total $411,976 | Annual plan; payouts scaled 0–200% of target |
| Safety (TRIR) | 10% | 0.20 (threshold 0.21; max 0.18) | 0.19; exceeded target (Committee described 150% of target) | Contributed to annual bonus; Haight NEIP total $411,976 | Annual plan |
| Company Strategic Objectives | 10% | Pre-set objectives | Achieved at 150% of target for senior executives | Contributed to annual bonus; Haight NEIP total $411,976 | Annual plan; Committee discretion |
| Individual Objectives (Haight) | 10% | Liquidity, IR strategy, cost reduction, software transition | 150% of target | Contributed to annual bonus; Haight NEIP total $411,976 | Annual plan; Committee discretion |
Long-term incentives (awarded Nov 6, 2023):
- Special Equity Awards covering 2023–2025: 30% RSUs (time-based) and 70% PSUs (performance-based trailing four-quarter Adjusted EBITDA Sept 1, 2023–Dec 31, 2026) .
- RSUs vest ratably over three years; PSUs: 50% of earned settle within 60 days; remaining earned payable Dec 31, 2026; CIC acceleration for earned PSUs and immediate vesting of next-tier unearned block; remaining unvested forfeited; awards subject to clawback policy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 24,989 (excludes unvested equity) |
| Ownership % of Outstanding | Less than 1% |
| Unvested RSUs | 8,720 (grant 6/21/2022); 37,406 (grant 11/6/2023) |
| Unearned PSUs (Outstanding) | 130,922 (grant 11/6/2023) |
| Market Value of Unvested RSUs at 12/31/2024 | $110,570 (6/21/2022 RSUs); $474,308 (11/6/2023 RSUs) using $12.68 close |
| Market/Payout Value of Unearned PSUs at 12/31/2024 | $1,660,091 using $12.68 close |
| Options Outstanding | None |
| Hedging/Pledging | Prohibited for executives; no margin accounts or pledging; anti-hedging policy in place |
| Stock Ownership Guidelines | Senior executives: hold Common Stock valued at lesser of 1× base salary or 40,000 shares; 5-year compliance window from Feb 2023 |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | Appointed CFO effective June 13, 2022 |
| Base Salary | $450,000 per offer letter; increased to $483,000 in May 2024 |
| Target Bonus | 75% of base; current max payout 150% |
| Sign-on/Retention | $25,000 sign-on; one-time LTI opportunity ~$450,000: RSU award (261,628 pre-split; 26,162 post reverse split) plus one-time $225,000 cash award; both vest ratably over three years |
| Severance (baseline) | Executive Severance Policy: continued salary for 15 months, $15,500 health/welfare lump sum, six months outplacement; requires general release and one-year non-compete; payments may be structured to comply with Section 409A |
| Severance (CIC + qualifying termination) | Double-trigger: if termination without cause or for good reason occurs within 90 days before or 360 days after a CIC, entitlement to 30 months of base salary, bonus multiple equal to higher of most recent paid or average of prior three years (2.5× annual bonus opportunity for Haight), $55,000 health/welfare lump sum, six months outplacement; enhanced benefits payable ~91 days post-termination; six-month non-compete |
| Good Reason / Cause Definitions | Detailed definitions for “good reason,” “without cause,” and CIC aligned with the Equity Incentive Plan; Board makes final good faith determinations |
| Clawback | NYSE-compliant clawback policy adopted Aug 8, 2023; recovers excess incentive-based comp from the prior three fiscal years after a required restatement; applies to cash/equity tied to financial reporting measures |
Compensation Peer Group and Governance Signals
- 2024 compensation peer group included 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, and Thermon Group .
- Compensation Committee comprised independent directors; engaged Willis Towers Watson (WTW) as independent advisor; Committee met eight times in 2024 .
- Equity grant practice avoids market timing; company currently does not grant stock options; any options, if granted, would be at fair market value .
- Say-on-pay (2025 Annual Meeting): 2,253,425 FOR; 14,007 AGAINST; 1,193 ABSTAIN; 923,321 broker non-votes; strong shareholder support of NEO compensation program .
Investment Implications
- Alignment: Heavy weighting to FCF and EBITDA in annual incentives, plus large 2023 multi-year PSUs tied to trailing four-quarter Adjusted EBITDA through 2026, aligns Haight’s compensation with profitability and cash generation; clawback and anti-hedging/pledging policies further strengthen alignment .
- Retention risk: Significant outstanding RSUs (46,126 total) and PSUs (130,922) create meaningful unvested equity; change-of-control double-trigger severance (30 months salary + 2.5× bonus opportunity + health benefits) provides stability but could influence behavior around strategic transactions .
- Insider selling pressure: No stock options are outstanding, reducing forced-exercise dynamics; RSU/PSU vesting schedules and anti-pledging policy mitigate near-term selling pressure, though periodic RSU settlements may create scheduled supply .
- Pay-for-performance: 2024 outcomes show above-threshold EBITDA, outsized FCF (173% of target), and superior safety (TRIR 0.19), with Haight’s objectives at 150%; supports the NEIP payout of $411,976 and suggests effective execution on liquidity and cost reductions .
- Ownership: Beneficial ownership is <1%; while equity exposure is primarily via unvested/contingent awards, stock ownership guidelines require meaningful holdings over five years (to 2028), promoting increased “skin in the game” over time .
- Governance and shareholder support: Strong say-on-pay approval at the 2025 meeting indicates investor endorsement of the compensation framework and its performance linkage .