Elijio Serrano
TETRA TECHNOLOGIESAbout Elijio Serrano
Elijio V. Serrano is Senior Vice President and Chief Financial Officer of TETRA Technologies (TTI), serving since August 2012; he is 67 years old, holds a B.B.A. in Accounting and Finance from the University of Texas at El Paso, and previously held a CPA license in Texas (inactive since 2002) . In 2024, TETRA reported revenue of $599 million, adjusted EBITDA of $99.4 million, and RONCE of 15.1% (20.5% in 2023; 13.4% in 2022); three‑year TSR (2022–2024) was +3% . Serrano’s remit includes oversight of cybersecurity risk processes, with the VP of IT reporting to the CFO for risk updates and governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UniversalPegasus International | Chief Financial Officer | Oct 2009 – Jul 2012 | Senior finance leadership overseeing corporate finance at an energy services engineering firm |
| Paradigm BV (formerly Paradigm Geophysical Ltd.) | CFO & EVP | Feb 2006 – Feb 2009 | Led finance during technology platform scaling in geophysical software/services |
| EGL, Inc. | Chief Financial Officer | Oct 1999 – Feb 2006 | Guided finance functions at a global logistics provider |
| Schlumberger Ltd. | Various roles with increasing responsibility | 1982 – Oct 1999 | Progressive finance/operations experience in a global oilfield services company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Park Lawn Corporation (TSX: PLC) | Director; Chair, Human Resources & Compensation Committee | Aug 2022 – Jun 2024 | Served until acquisition by Homesteaders Life/Birch Equity Partners |
| Tesco Corporation | Director; Chair, Audit Committee; Member, Governance & Nominating | Prior to acquisition by Nabors | Public company board and audit leadership experience |
Fixed Compensation
| Year | Salary ($) | Target Bonus % of Salary | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 447,046 | 100% | 476,712 | 1,096,653 | 10,950 | 2,031,361 |
| 2023 | 428,654 | — | 480,807 | 1,325,352 | 10,500 | 2,245,313 |
| 2022 | 414,808 | — | 472,280 | 1,347,618 | 9,750 | 2,244,456 |
| 2024 Base Salary (effective Apr 20, 2024) | 2024 Target Annual Incentive | 2024 Actual Annual Incentive Paid |
|---|---|---|
| $452,400 | 100% of base salary | $265,232 |
Performance Compensation
Annual Cash Incentive – 2024
| Metric | Weight | Target | Actual | Payout % | HSE Modifier | Resulting Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA for Compensation Purposes | 100% | $117.97 mm | $101.84 mm (86.3% of target) | 61.7% | −$13,960 (−5%) | $265,232 |
Notes:
- Threshold increased to 75% of target for payout eligibility (30% of target at threshold; 200% at stretch) .
- Safety/HSE performance is a negative-only modifier up to 10% .
Long-Term Incentives – 2024 Grants
| Component | Grant Date | Target Value | Structure | Key Performance Metrics | Vesting |
|---|---|---|---|---|---|
| RSUs | 2/19/2024 | $500,000 | 120,993 RSUs; grant date FV $476,712 | Time-based | 1/3 on 2/19/2025; then 1/6 every six months until fully vested on 2/19/2027 |
| Performance-Based Cash | 2/19/2024 | $500,000 | Two equal tranches ($250k RONCE; $250k RTSR) | 50% RONCE (EBIT); 50% Relative TSR vs peer group; RTSR capped at 100% if absolute TSR is negative | 3-year performance period ending 12/31/2026; payout 0–200% with linear interpolation |
2024 LTI Peer Group (for RTSR): Aris Water Solutions, Core Laboratories, Dril-Quip, Forum Energy Technologies, Flotek, Hawkins, KLX Energy Services, National Energy Services Reunited, Nine Energy Service, Newpark Resources, Oil States, Ranger Energy Services, Mammoth Energy Services, Select Energy Services, Expro Group Holdings .
Long-Term Incentives – 2022 Cycle Payouts (Performance period ended 12/31/2024)
| Component | Target ($) | % Earned | Cash Earned ($) | Stock Price Modification Add-on ($) | Total Earned ($) | Settlement Election |
|---|---|---|---|---|---|---|
| RTSR vs 2022 Peer Group | 250,000 | 116.7% | 291,667 | 35,785 | 327,452 | Portion with SPM settled in RSUs (137,654 shares) |
| RONCE (EBIT) (3-year weighted) | 250,000 | 179.6% | 448,895 | 55,075 | 503,970 | Portion with SPM settled in RSUs (part of 137,654 aggregate) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,856,283 shares; 1.39% of outstanding |
| Shares Count Includes | 389,196 shares subject to options exercisable within 60 days |
| Unvested RSUs at 12/31/2024 | 28,520 (2022 grant); 63,768 (2023 grant); 120,993 (2024 grant); 43,752 (RSUs from 2021 LTI settlement); 106,998 (RSUs from 2023 annual incentive settlement) |
| Option Awards Outstanding | 70,978 @ $7.15 exp. 5/4/2025; 74,686 @ $7.14 exp. 5/2/2026; 139,706 @ $4.51 exp. 2/22/2027; 103,826 @ $3.87 exp. 2/22/2028 |
| Ownership Guidelines | CFO must hold ≥2× base salary in stock; compliance confirmed as of proxy date |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent approval; no hedging transactions approved |
Vesting cadence that may influence liquidity: RSUs vest semi-annually after the first anniversary (one‑sixth every six months), creating predictable potential selling windows for tax withholding/liquidity management . Shares vested in 2024 for Serrano totaled 333,071 (value $1,258,149), indicating meaningful periodic vesting activity .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement | At‑will; no fixed term; no severance outside change‑in‑control |
| Clawback | Executive Incentive Compensation Recoupment Policy adopted 2018; updated 2023 to comply with SEC/NYSE; applies to incentive pay based on financial reporting measures and misconduct causing harm |
| Change‑of‑Control (CoC) | Double‑trigger; initial 2‑year term, auto 1‑year renewals; severance equals 2× (salary + target annual bonus) plus pro‑rated target annual bonus and target long‑term bonus for each outstanding award; COBRA premiums for 2 years; full acceleration of unvested equity upon qualifying termination; subject to release and 280G cutback; non‑compete/non‑solicit for 2 years if severance paid |
| Potential CoC Payout (Illustrative, as of 12/31/2024) | Cash severance $1,809,600; bonus payment $1,952,400; accelerated vesting $1,303,231; continuation of health benefits $35,913; total $5,101,144 |
Performance & Track Record
- RONCE (EBIT) improved materially: 13.4% (2022), 20.5% (2023), 15.1% (2024), supporting returns-focused LTI design .
- Over 2022–2024, TSR increased 3%; pay practices received 92% say‑on‑pay support in 2024, indicating shareholders’ alignment with the program .
Compensation Structure Analysis
- High proportion of at‑risk pay: 2024 variable components comprised ~72% of other NEOs’ target compensation and ~84% for CEO; Serrano’s target annual incentive is 100% of base salary, and LTI is evenly split between returns‑based cash and RSUs .
- Harder annual hurdle in 2024: Threshold tightened to 75% of adjusted EBITDA target; Serrano’s payout was 61.7% with a −5% HSE deduction, evidencing discipline when results underperform .
- Returns and TSR emphasis in LTI: 50% RONCE (EBIT) and 50% RTSR with negative absolute TSR cap; 2022 cycle paid above target on both measures, with a stock‑price adjustment applied and settled partly in RSUs to conserve share pool .
- Governance protections: No option repricing; no dividends on unvested awards; no discounted options; minimum one‑year vesting; robust clawback; prohibition on hedging; pledging requires approval .
Related Party, Risk Indicators & Red Flags
- No tax gross‑ups; no single‑trigger CoC; prohibits hedging and pledging absent approval; strong clawback—shareholder‑friendly design .
- Insider trading policy requires orderly trading and restricts derivatives; no hedging approvals have been granted .
- Related person transactions disclosed are minor (family employment) and overseen by policy; no material related‑party transactions involving Serrano .
Say‑on‑Pay & Peer Group
- Say‑on‑pay support: 92% approval in 2024 .
- Compensation peer group used for program design and RTSR measurement; HCMCC reviews market practices but does not strictly benchmark pay levels .
Expertise & Qualifications
- B.B.A. in Accounting/Finance; long‑tenured CFO with prior CFO roles across engineering, software, logistics, and oilfield services; prior CPA (inactive) .
- Oversight of cybersecurity risk governance processes via IT reporting lines to CFO .
Equity Award Detail (Vesting and Options)
| Award Type | Key Terms |
|---|---|
| 2024 RSU Grant | 120,993 RSUs; 1/3 vests 2/19/2025; 1/6 every six months thereafter to 2/19/2027 |
| RSU Settlements from Incentives | 43,752 RSUs (settlement of 2021 LTI, vested 3/8/2025); 106,998 RSUs (settlement of 2023 annual incentive, vested 3/15/2025) |
| Options (expirations) | 70,978 @ $7.15 (exp 5/4/2025); 74,686 @ $7.14 (exp 5/2/2026); 139,706 @ $4.51 (exp 2/22/2027); 103,826 @ $3.87 (exp 2/22/2028); closing price was $3.58 on 12/31/2024 |
Investment Implications
- Pay for performance discipline: Annual incentive tied 100% to adjusted EBITDA with tightened thresholds led to below‑target payout; LTI emphasizes capital returns (RONCE) and market‑relative TSR, signaling focus on long‑term value creation .
- Near‑term selling pressure likely driven by RSU vesting (semi‑annual cadence) and tax withholding; options expiring in 2025/2026 carry strikes well above 12/31/2024 price ($3.58), limiting option‑driven selling unless share price appreciates materially .
- Alignment and retention: 1.39% personal stake and compliance with 2× salary ownership guideline support alignment; double‑trigger CoC with ~$5.1M illustrative payout provides retention but is conditioned on termination post‑CoC, with 2‑year non‑compete mitigating transition risk .
- Governance quality: Strong clawback, anti‑hedging, no repricing/dividends on unvested awards, and high say‑on‑pay support reduce governance risk and indicate investor confidence in compensation design .