Brady Murphy
TETRA TECHNOLOGIESAbout Brady Murphy
Brady M. Murphy, 65, is President & CEO of TETRA Technologies and has served as a director since 2018; he became CEO in 2019. He holds a B.S. in Chemical Engineering from Penn State and completed Harvard Business School’s Advanced Management Program . Under his leadership in 2024, TETRA reported revenue of $599 million, adjusted EBITDA of $99.4 million, RONCE of 15.1% (20.5% in 2023; 13.4% in 2022), and 3% TSR over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Halliburton | Senior leadership roles incl. SVP Global BD & Marketing; SVP Eastern Hemisphere; SVP Europe/Sub-Saharan Africa | 26 years | Global operations, market expansion, deepwater and unconventional expertise |
| Paradigm Group B.V. | Chief Executive Officer | — | Led upstream technology firm; strategic technologies for energy industry |
| TETRA Technologies | Chief Operating Officer (prior to CEO) | — | Operational leadership foundation prior to CEO role |
| Gerhart Industries | Various positions | — | Early career operational grounding |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Current public company boards | None | No external public boards listed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 649,615 | 683,077 | 724,231 |
| Stock Awards ($) | 1,275,156 | 1,298,177 | 1,430,129 |
| Non-Equity Incentive Plan Compensation ($) | 3,083,611 | 3,123,070 | 2,783,479 |
| All Other Compensation ($) | 6,100 | 6,600 | 11,500 |
| Total ($) | 5,014,482 | 5,110,924 | 4,949,339 |
| Base Salary and Bonus Target | As of Dec 31, 2023 | Effective Apr 20, 2024 |
|---|---|---|
| CEO Base Salary ($) | 700,000 | 735,000 |
| Target Annual Cash Incentive (% of Base) | — | 125% |
| Threshold / Stretch (% of Base) | — | 37.5% / 250% |
Performance Compensation
| Annual Incentive Metric (2024) | Weight | Target | Actual | Payout Basis | HSE Modifier | Actual Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA for Compensation Purposes | 100% | $117.97m | $101.84m (86.3% of target) | 61.7% of target | -$28,350 (5% deduction) | $538,644 |
| Long-Term Incentive Structure (2024 grants) | CEO Target Value ($) | Weighting | Vesting / Performance |
|---|---|---|---|
| Time-based RSUs | 1,500,000 | 50% of LTI | 1/3 on first anniversary; 1/6 every six months to Feb 2027 |
| Cash, performance-based (RONCE and RTSR) | 1,500,000 | 50% of LTI (RONCE 50%; RTSR 50%) | 3-year performance period ending Dec 31, 2026; RTSR capped at 100% if absolute TSR negative |
| 2024 RSU Grant Detail | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU award | 2/19/2024 | 362,977 | 1,430,129 | 1/3 on 2/19/2025; 1/6 semi-annually to 2/2027 |
| 2022 LT Cash Award – RTSR Portion | Target ($) | Peer Percentile | Earned (% of Target) | Stock Price Mod Factor ($ applied to 50%) | Total Earned ($) |
|---|---|---|---|---|---|
| CEO (period ended 12/31/2024) | 675,000 | 54th percentile | 116.7% | 96,618 | 884,118 |
Note: CEO and other NEOs elected to settle portions of earned LT cash awards (including stock price modification factor portions) in RSUs in March 2025; CEO received 371,666 RSUs that vest one year from grant .
Equity Ownership & Alignment
| Beneficial Ownership (as of record) | Shares (#) | % of Outstanding |
|---|---|---|
| Brady M. Murphy | 2,598,397 | 1.95% |
| Outstanding Unvested Equity at 12/31/2024 | Grant/Type | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|
| RSUs granted 2/21/2022 | Time-based RSUs | 77,003 | 275,671 |
| RSUs granted 2/22/2023 | Time-based RSUs | 172,173 | 616,379 |
| RSUs granted 2/19/2024 | Time-based RSUs | 362,977 | 1,299,458 |
| RSUs granted 3/8/2024 (in lieu of 2021 LT cash) | RSUs | 109,379 | 391,577 |
| RSUs granted 3/15/2024 (in lieu of 2023 annual cash) | RSUs | 222,927 | 798,079 |
| 2024 Option Exercises and Stock Vested | Options Exercised (#) | Value on Exercise ($) | Stock Awards Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Brady M. Murphy | — | — | 769,622 | 2,889,821 |
- Stock ownership guidelines require CEO to hold 5x base salary; newly appointed officers have 5 years to comply; all covered officers are in compliance .
- Hedging is prohibited; pledging only with prior approval; no hedging transactions have been approved by General Counsel .
- Options: Company currently does not grant options broadly; Murphy has zero options previously granted under the 2018 Plan .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | At-will; no fixed term; no severance outside double-trigger CIC |
| Change-in-Control (CIC) multiple | 2.99x base salary + target annual bonus for Murphy; 2x for other NEOs |
| CIC triggers | Double-trigger: Qualifying Termination (without Cause or for Good Reason) within 2 years post-CIC |
| Additional CIC benefits | Earned but unpaid prior bonuses; prorated current-year target annual bonus; target LT bonus for each outstanding award; COBRA-equivalent premiums for 3 years (Murphy) |
| Equity treatment | Full acceleration upon qualifying CIC termination, subject to plan terms |
| Non-compete / Non-solicit | 2-year post-termination restrictions if CIC benefits received |
| Clawback | Executive Incentive Compensation Recoupment Policy updated Oct 2023 to comply with SEC/NYSE; applies to incentive-based compensation and misconduct |
| Potential Payments upon CIC Termination (assumed 12/31/2024) | Cash Severance ($) | Bonus Payment ($) | Accelerated RSUs ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Brady M. Murphy | 4,944,713 | 5,118,750 | 3,381,163 | 774,434 | 14,219,060 |
Board Governance
- Board service: Murphy is a director, non-independent; he serves on no standing committees, reflecting separation of CEO from committee oversight .
- Structure: TETRA separates Board Chair and CEO roles; executive sessions of independent directors occur at each regular meeting; all directors attended ≥75% of Board/committee meetings in 2024 .
- Committee independence: Audit, HCMCC, and Nominating/Governance committees are fully independent; HCMCC uses an independent consultant (Pay Governance) .
- Director compensation: Murphy receives no additional compensation for Board service; non-employee directors earn cash retainers and annual RSU grants vesting in one year .
Compensation Structure Analysis
- Mix and trajectory: 2024 salary increased 6% YoY ($724k vs $683k in 2023), stock awards rose (~$1.43m vs $1.30m), and non-equity incentive declined ($2.78m vs $3.12m), increasing equity share while lowering cash variable pay .
- Annual incentive rigor: Threshold performance tightened from 60% to 75% of target; 2024 Adjusted EBITDA underperformed target (86.3%), resulting in a 61.7% payout with a 5% HSE deduction .
- Long-term alignment: 50/50 split between RONCE and RTSR with caps if absolute TSR is negative; CEO elected RSUs in lieu of cash for portions of earned awards, increasing alignment and potential future supply upon vest .
- Governance safeguards: Double-trigger CIC; no tax gross-ups; hedging prohibited; strong ownership guidelines; 2024 say-on-pay support >92% .
Equity Ownership & Alignment – Policies
- Stock ownership guidelines: CEO 5x salary; directors 5x annual retainer; all officers/directors in compliance .
- Trading policy: Prohibits short sales, derivatives, and hedging; pledging only with prior approval and financial capacity; no hedging approvals to date .
Performance & Track Record
- Pay vs Performance disclosure: 2024 “compensation actually paid” to CEO was $4.20m vs SCT total $4.95m; cumulative TSR value of initial $100 investment at $182.65 as of 2024; net income $108.3m and adjusted EBITDA $99.4m (company-level) .
- Business execution: Bromine and lithium initiatives advanced; deepwater CS Neptune projects and Brazilian contracts; water treatment tech milestones; 2024 revenue $599m, adjusted EBITDA $99.4m .
Compensation Peer Group (Benchmarking and RTSR)
- 2024 Compensation & Performance Peer Group includes Aris, Core Labs, Dril-Quip, Forum, Flotek, Hawkins, KLX Energy Services, NESR, Nine Energy, Newpark, Oil States, Ranger, Mammoth, Select Energy, Expro; HCMCC uses peer data to ensure competitiveness but does not specifically benchmark base, annual, or LTI values .
- RTSR measurement and payout scales: Target at 50th percentile (100% payout), stretch at 75th percentile (200%); absolute TSR cap applied to RTSR-linked awards .
Director Compensation (Context)
- Non-employee director compensation (2024): $90k cash retainer; $110k annual RSU grant (Board Chair $150k/$150k); RSUs vest in one year; committee chair retainers: Audit $20k; HCMCC $15k; Nominating/Governance $15k .
- Murphy, as CEO-director, received no additional director pay .
Investment Implications
- Alignment: Strong use of multi-year RSUs and returns-based cash (RONCE/RTSR) supports pay-for-performance; CEO’s election to take RSUs in lieu of cash increases future vesting events that can create share supply around vest dates (e.g., 371,666 RSUs vesting one year from March 2025) .
- Retention and CIC risk: 2.99x CIC multiple, full equity acceleration upon qualifying termination, and 3-year COBRA premiums for CEO could increase turnover cost in a change-of-control; however, double-trigger and non-compete/non-solicit mitigate perverse incentives .
- Governance quality: Separation of Chair/CEO, independent HCMCC, clawback, prohibitions on hedging/pledging without approval, and strong say-on-pay (>92%) point to investor-friendly structures reducing governance risk .
- Performance tethering: Annual bonus tightly linked to Adjusted EBITDA with higher threshold; 2024 underperformance lowered payout, demonstrating responsiveness of cash incentives to results. Long-term RTSR and RONCE metrics maintain strategic focus on efficient capital deployment and shareholder returns .