Julia Sloat
TETRA TECHNOLOGIESAbout Julia A. Sloat
Julia A. Sloat (age 56) is a new independent director nominee for TETRA Technologies (TTI) with deep operating and financial leadership experience in the energy and industrial sectors; she holds a B.S. and an M.B.A. from The Ohio State University . She most recently served as Chairman of the Board, President, and CEO of American Electric Power (AEP) from October 2023 to February 2024, after serving as President beginning September 2022 and as President and CEO from January 2023 through September 2024; she previously served as AEP’s CFO in 2013–2016 and 2019–2020 and as President/COO of AEP Ohio; she has been retired since February 2024 . TTI designates her as an Audit Committee Financial Expert and the Board has affirmatively determined her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | Chairman of the Board, President & CEO | Oct 2023 – Feb 2024 | Led energy transition initiatives and portfolio expansion |
| American Electric Power (AEP) | President; President & CEO | President since Sep 2022; President & CEO Jan 2023 – Sep 2024 | Oversaw development of new offerings and renewable expansion |
| American Electric Power (AEP) | Chief Financial Officer; SVP – Treasury & Risk | CFO Jan 2013 – Apr 2016; CFO Jan 2019 – Dec 2020 | Led multiple finance teams incl. investor relations |
| AEP Ohio (subsidiary) | President & Chief Operating Officer | Not specified; prior to retirement | Operated regulated utility serving 1.5M customers |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jacobs Solutions, Inc. (NYSE: J) | Director (Current) | Current (as of 2025 proxy) | Not disclosed |
| Evoqua Water Technologies (NYSE: AQUA) | Director (Former) | May 2022 – May 2023 (acquired by Xylem) | Not disclosed |
| Park National Corporation (NYSE: PRK) | Director (Former) | 2015 – Apr 2021 | Not disclosed |
Board Governance
- Independence: Board determined Sloat is independent; she is also designated an Audit Committee Financial Expert .
- Committee assignments: None disclosed for Sloat as a new nominee; committee memberships to be determined post‑election .
- Board/committee activity context: In 2024 the Board held 7 meetings and each then‑serving director attended 75%+ of Board and relevant committee meetings; all directors serving at the time attended the 2024 annual meeting. The Board Chair (John “Jay” Glick) presides over executive sessions and is ex‑officio on all committees .
- Board refreshment: Sloat was nominated following a third‑party search emphasizing financial expertise, capital allocation, strategic planning, large project management, and energy transition experience .
| Governance Item | Status |
|---|---|
| Independence (NYSE) | Independent |
| Audit Committee Financial Expert | Yes (designated) |
| TTI Committee Assignments | None disclosed (new nominee) |
| Years of Service on TTI Board | New nominee (N/A) |
| 2024 Board Meetings | 7; each then‑serving director 75%+ attendance |
| Executive Sessions Presiding Director | Board Chair (Glick) |
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount/Structure | Timing/Notes |
|---|---|---|
| Annual Board Retainer (Non‑Employee Director) | $90,000 cash | Paid monthly |
| Annual Equity Award (Non‑Employee Director) | $110,000 RSU grant value | Granted at annual meeting; 1‑year vest |
| Board Chair Retainer | $150,000 cash | Paid monthly |
| Board Chair Equity Award | $150,000 RSU grant value | Granted at annual meeting; 1‑year vest |
| Committee Chair Retainers | $20,000 Audit; $15,000 HCMCC; $15,000 NGSC | Paid quarterly |
| Meeting Fees | Not disclosed (program outlines retainers; no meeting fee table) | |
| Deferral (Cash) | Up to 100% cash fees deferrable under Nonqualified plan | Unfunded; earnings based on elected investments |
| Director Ownership Guidelines | 5x annual cash retainer; 4 years to comply | As of proxy date, non‑employee directors in compliance (subject to transition periods) |
Notes: In 2024 each non‑employee director (excluding Board Chair) received 26,551 RSUs (grant‑date FV $108,063); Board Chair received 36,206 RSUs (FV $147,358). RSUs vest 1 year from grant (May 21, 2025) .
Performance Compensation (Equity Awards for Directors)
- Structure: Director equity is delivered as time‑vested RSUs; there are no disclosed performance‑conditioned metrics or options for director annual grants .
- Vesting: 100% cliff vest at one year from grant date; annual awards typically granted in conjunction with the annual meeting .
- Deferral: Directors may elect to defer RSU settlement under the Non‑Employee Director Deferred Compensation Plan (example: a director deferred 2024 RSUs until change in control or separation) .
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Non‑Employee Directors, 2024) | May 21, 2024 | 26,551 | $108,063 | 100% on May 21, 2025 | None disclosed |
| RSU (Board Chair, 2024) | May 21, 2024 | 36,206 | $147,358 | 100% on May 21, 2025 | None disclosed |
Sloat‑specific note: As a new 2025 nominee, she did not receive 2024 TTI director awards; future grants would follow the program if elected .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Jacobs Solutions, Inc. (NYSE: J) | Current Director | No TTI related‑party transactions disclosed involving Sloat |
| Evoqua Water Technologies (NYSE: AQUA) | Former Director (May 2022 – May 2023) | Company acquired by Xylem; no TTI transactions disclosed |
| Park National Corporation (NYSE: PRK) | Former Director (2015 – Apr 2021) | No TTI transactions disclosed |
TTI states there are no other material related‑person transactions requiring disclosure beyond specified employee family relationships; none involve directors, and none implicate Sloat .
Expertise & Qualifications
- Skills matrix flags Finance/Accounting, Information Security/Cyber, C‑suite leadership, operating experience, and public board experience for Sloat .
- Credentials include Audit Committee Financial Expert designation and senior finance roles (CFO) at AEP .
- Education: B.S. and M.B.A., The Ohio State University .
Equity Ownership
| Holder | Beneficial Ownership (as of 4/23/2025) | % of Class | Notes |
|---|---|---|---|
| Julia A. Sloat | — (no shares reported) | — | New nominee as of record date |
Ownership Alignment Policy:
- Directors must hold TTI stock equal to 5x annual cash retainer; non‑employee directors have four years from election/appointment to achieve compliance; as of the proxy date, non‑employee directors are in compliance subject to transition periods .
Governance Assessment
- Strengths: Independent, designated Audit Committee Financial Expert, and brings CEO/CFO operating and financial expertise aligned with TTI’s energy transition and specialty materials/water strategies; nomination followed a robust, third‑party search aligned to capital allocation and transition skills .
- Alignment and incentives: Director pay is majority equity via annual RSUs with one‑year vesting; strong ownership guideline (5x retainer) supports alignment; deferral options enable long‑term orientation .
- Attendance/engagement: 2024 Board activity shows healthy cadence and full 75%+ attendance among then‑serving directors; Sloat’s attendance will be measurable post‑election .
- Conflicts/related‑party exposure: No related‑person transactions involving Sloat disclosed; Board independence determination affirmative .
- RED FLAGS: None disclosed—no pledging/hedging, repricings, or related‑party transactions involving Sloat identified in the proxy; director equity awards are time‑based (not performance‑conditioned), but this is standard for non‑employee directors .
Implication for investors: Sloat’s financial expertise and prior CEO/CFO experience should enhance Audit/compliance and capital allocation oversight with minimal conflict risk; ownership requirements and equity‑heavy director pay support alignment with shareholders .