Katherine Kokenes - Vice President and Chief Accounting Officer | TETRA TECHNOLOGIES (TTI) Executive Profile & Compensation

About Katherine Kokenes

Katherine Kokenes, age 53, was appointed Vice President – Chief Accounting Officer (principal accounting officer) of TETRA Technologies (TTI) on September 29, 2025; she holds a B.B.A. in Accounting from the University of Texas at Arlington and is a Certified Public Accountant. Her background includes senior finance leadership at Independence Contract Drilling (2013–2025; VP & CAO since May 2020) and progressively senior accounting roles at Nabors Industries (1996–2013). TETRA’s executive pay programs link compensation to performance through objective measures including Adjusted EBITDA, RONCE (EBIT), Revenues, Adjusted Free Cash Flow, Adjusted EBITDA Margins, and relative TSR, with a clawback policy updated in October 2023 to comply with SEC/NYSE rules .

Past Roles

Organization	Role	Years	Strategic Impact
Independence Contract Drilling, Inc.	Vice President & Chief Accounting Officer	May 2020–2025	Senior finance leadership; principal oversight of financial reporting
Independence Contract Drilling, Inc.	Director of Financial Reporting; Corporate Controller	2013–2020	Led reporting and controllership; progressed through senior finance roles
Nabors Industries, Ltd.	Progressive accounting roles	1996–2013	Built foundational accounting expertise across roles of increasing responsibility

External Roles

None disclosed in company filings .

Fixed Compensation

Component	2025 Terms	Notes
Base Salary ($)	$330,000	Approved upon appointment as CAO
Target Cash Bonus (%)	60% of base	Applies to annual incentive opportunity
Guaranteed Minimum Bonus ($)	$75,000 (2025 only)	One-time guarantee for 2025 performance year
Long-Term Incentive Eligibility (from 2026)	Target grant value $225,000	Similar structure to other senior executives

Performance Compensation

Metric	Weighting	Target	Threshold	Stretch	Payout at Threshold/Target/Stretch
Adjusted EBITDA for Compensation Purposes	100%	$117.97 million (FY2024 reference)	75% of target	140% of target	30% / 100% / 200% of target award (straight-line interpolation between levels)
Health, Safety & Environment (HSE) Modifier	Negative-only modifier	N/A	Up to 10% reduction	N/A	Reduces (but cannot increase) earned payout if results unsatisfactory

Company 2024 outcomes (context for plan calibration):

Adjusted EBITDA for Compensation Purposes actual: $101.84 million (86.3% of target), resulting in 61.7% earned under the financial metric; HSE deduction of 5% applied to most NEOs in 2024 .

Long-term incentives framework (company-level design used for senior executives):

2024 LTI awards: 50% RSUs (three-year ratable vesting) and 50% long-term performance-based cash (three-year performance period), with performance measures RONCE (EBIT) 50% and RTSR 50%; maximum payout 200% of target; cap imposed if absolute TSR is negative .

Equity Ownership & Alignment

Equity Award	Grant Date	Units	Settlement	Vesting Schedule
Employment inducement RSUs	Sep 29, 2025	29,645 RSUs	Cash or shares, at HCMCC discretion	12/36ths on Sep 29, 2026; thereafter 1/6th on the 25th day of each of the next four six-month periods, subject to continued employment

Policy	Requirement	Compliance Timing	Notes
Stock Ownership Guidelines (Executive Officers)	VP level must hold shares equal to 1x base salary	5 years from appointment	Executive officers and directors prohibited from hedging; pledging only by exception with prior approval; no hedging approvals to date

Additional alignment mechanisms:

Clawback policy (2018; updated Oct 2023): recovery of incentive-based compensation upon qualifying restatements and misconduct; policy filed as Exhibit 97.1 to FY2024 Form 10-K .

Employment Terms

Term	Detail	Notes
Employment Agreement	At-will; agreement substantially similar to standard employee form	No guaranteed term; salary and incentives at Board discretion
Severance Plan	No defined severance plan for NEOs, except as noted for change-of-control agreements	Company-wide context; not specific to Kokenes
Change-of-Control (COC)	Double-trigger COC agreements for current NEOs and certain Senior Management; initial two-year term, auto one-year renewals	Benefits upon qualifying termination within two years of a change of control; corporate policy context
Indemnification	Indemnified to fullest extent under Delaware law; standard indemnification agreement entered	Agreement substantially identical to other directors/executive officers; form filed as Exhibit 10.1

Investment Implications

Initial retention signals: Guaranteed $75,000 2025 bonus and inducement RSU grant create near-term retention anchors as she transitions into the principal accounting role; semiannual RSU vesting cadence could create episodic supply and potential insider selling windows aligned to vest dates, subject to trading windows and policy constraints .
Alignment and risk controls: Ownership guideline of 1x base salary (five-year compliance window), prohibition on hedging and tightly controlled pledging (no approvals to date), and an updated clawback policy increase alignment and mitigate behavioral risk tied to financial reporting outcomes .
Pay-for-performance framework: While her 2025 bonus includes a minimum guarantee, ongoing incentive design at TETRA centers on objective financial measures (100% Adjusted EBITDA with negative HSE modifier) and three-year LTI metrics (RONCE and RTSR), which historically have aligned with changes in net income and adjusted EBITDA, suggesting her variable pay will be sensitive to execution on profitability and capital efficiency over time .
Change-of-control economics: Corporate policy uses double-trigger COC agreements for NEOs and certain Senior Management, implying market-standard protections within the leadership team; her specific COC status was not disclosed, but at-will terms indicate no guaranteed severance absent corporate policy applicability .