Jay Glick

About John (“Jay”) F. Glick

Jay Glick is the independent Chair of the Board at TETRA Technologies (TTI). He joined the Board in 2014, became Chair in 2022, and serves ex‑officio on all standing committees. He is 72 years old with a B.S. in Journalism from the University of Kansas and completed the Management Development Program at Harvard Business School. His operating background includes CEO tenure at Lufkin Industries and senior roles at Cameron, with deep oilfield services, M&A, and global operating experience .

Past Roles

External Roles

Board Governance

• Board role and independence: Glick is independent and serves as Chair; he is ex‑officio member of Audit, Human Capital Management & Compensation (HCMCC), and Nominating, Governance & Sustainability (NGSC). He presides over executive sessions of independent directors .
• Committee structure: Current committee chairs are Garcia (Audit, succeeding Baldwin), Bates (HCMCC), McGee (NGSC). As Chair, Glick attends all committees ex‑officio without undermining committee independence .
• Attendance: In 2024 the Board met 7 times; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Separation of Chair/CEO: TTI requires separation of Board Chair and CEO, enhancing independent oversight; Glick co-authored the shareholder letter as Board Chair .
• Tenure: 11 years on the Board (joined 2014; Chair since 2022) .
• Independence reaffirmed: Board annually assesses independence; Glick deemed independent under NYSE rules .

Fixed Compensation (Director)

Notes:

• Director equity awards are granted as RSUs (no performance conditions) using the 20-day average price; director awards vest after one year; directors can defer equity settlement under the Director Deferred Compensation Plan .

Performance Compensation (Director)

• Structure: Non‑employee directors do not receive performance‑conditioned pay; equity is time‑based RSUs with one-year vest; no dividends on unvested awards .
• Metrics: None for directors (company performance metrics apply to executives, not directors) .

Other Directorships & Interlocks

TTI reviewed director relationships and found no material transactions impairing independence for independent directors; no related-party items involve Glick .

Expertise & Qualifications

• Skills matrix flags: C‑suite leadership, operating/M&A, traditional/transitional energy, industrials/materials, global business, strategic growth/market expansion, outside public board experience .
• Education: B.S. Journalism (Univ. of Kansas); Management Development Program (Harvard Business School) .

Equity Ownership

Plan and award governance highlights affecting directors:

• No dividends/dividend equivalents on unvested awards; no repricing of options/SARs; minimum 1‑year vesting (limited exceptions); director annual award FMV cap of $300,000 .

Governance Assessment

Positive signals

• Independent Chair with deep OFS operating and M&A experience; separation of Chair/CEO is codified policy .
• Strong board process: annual strategy sessions, ERM and cyber oversight cadence; regular executive sessions presided over by Glick .
• Active refreshment and engagement: added independent directors; reached out to investors holding ~49% of shares; 92% say‑on‑pay support in 2024 .
• Alignment safeguards: robust director/exec ownership guidelines (directors 5x retainer); hedging prohibited; pledging tightly controlled .

Watch items / potential risks

• Equity plan dilution: Proposed 4.0M share increase drove potential total dilution ~8.4%; monitor grant pacing and director equity mix over time .
• Ex‑officio committee presence: As Chair, Glick attends all committees ex‑officio; while common, investors may monitor to ensure committee independence remains substantive in practice .
• Industry cyclicality exposure: Board oversight of bromine/lithium expansion and capital allocation will be a focus area; Chair co‑signed strategy letter articulating timelines and risk management, which is positive but execution bears monitoring .

Related-Party & Conflict Review

• Related-party transactions: Only two employee family relationships disclosed (GC’s spouse; CEO’s son); no transactions involving Glick; Board applies a formal related person transaction policy with Audit Committee pre‑approval/ratification .
• Insider trading policy: Prohibits short sales, derivatives, and most hedging; pledging only with pre‑approval; no hedging approvals granted .

Committee Assignments (Current and Historical)

Director Compensation (2024, Glick)

Grant mechanics: Director RSUs use 20‑day average price; annual grants at annual meeting; single-year cliff vest; deferral available under Director Deferred Compensation Plan .

Attendance & Engagement

• 2024 meetings: Board held 7; committees (Audit/HCMCC/NGSC) each held 5 .
• Attendance: Each director met the 75%+ attendance guideline; all directors attended 2024 annual meeting .
• Stockholder outreach: Contacted holders representing ~49% of shares; engagements with ~33% of shares; topics included strategy, low-carbon initiatives, governance, compensation, and succession .

Say‑on‑Pay & Compensation Committee Practices (Context)

• 2024 say‑on‑pay support >92%; HCMCC uses independent consultant; clawback aligned to SEC/NYSE rules; prohibition on paying dividends on unvested awards .

Overall: Glick’s independence, chairmanship, attendance, and ownership alignment are supportive of investor confidence. Key monitoring items are equity plan dilution and rigorous committee independence in practice given his ex‑officio attendance; no conflicts or related-party exposures involving Glick are disclosed .