Matt Sanderson
TETRA TECHNOLOGIESAbout Matt Sanderson
Matthew J. “Matt” Sanderson is Executive Vice President and Chief Commercial Officer at TETRA Technologies (TTI) and, following a planned CFO succession, has been designated to become EVP & Chief Financial Officer effective upon the retirement of current CFO Elijio Serrano on March 31, 2026. He is 52, joined TETRA in 2016, became CCO in September 2022, and previously spent 19 years at Schlumberger (SLB). He holds a B.A.Sc. in Civil Engineering (Queen’s University, Canada) and an M.Sc. in Oil & Gas Industry Management (Heriot‑Watt University, UK). Management attributes improved financial performance in recent years and contributions to the “ONE TETRA 2030” strategy to Sanderson’s commercial leadership. Company TSR over 2022–2024 was +3%, with 2024 revenue of $599 million, Adjusted EBITDA of $99.4 million, and RONCE of 15.1%. Over 2021–2023, TSR rose 64% as revenue reached $626 million and Adjusted EBITDA $106.8 million.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TETRA Technologies | EVP & Chief Commercial Officer | Sep 2022–present | Key contributor to improved financial performance and to “ONE TETRA 2030”; continues to oversee parts of CCO remit through CFO transition plan. |
| TETRA Technologies | SVP; led Water & Flowback Services and global Completion Fluids & Products | Dec 2016–Sep 2022 | Established leadership in Water Management, Flowback, and Completion Fluids & Products segments. |
| TETRA Technologies | EVP & CFO (designate) | Effective Mar 31, 2026 | Planned succession to CFO upon Serrano’s retirement; terms to be determined. |
| SLB (Schlumberger) | Regional VP – U.S. West | Oct 2015–Nov 2016 | Senior P&L leadership in U.S. West operations. |
| SLB (Schlumberger) | Various leadership roles in Operations, Engineering, HR, QHSE (NA and internationally) | 1997–2015 | Broad operating and functional leadership across multiple geographies. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SLB (Schlumberger) | Field Engineer; various leadership roles | 1997–2016 | International assignments (Australia, Thailand, India, Canada); U.S. West Regional VP 2015–2016. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 428,700 | 445,769 | 462,115 |
| Stock awards (grant-date fair value, $) | 295,176 | 360,608 | 357,535 |
| All other compensation ($) | 10,250 | 11,250 | 11,500 |
| Target annual incentive (% of base) | — | — | 80% |
| Base salary in effect (12/31) ($) | — | 450,000 | 467,500 (from Apr 20, 2024) |
Notes: Base salary increases effective April 20, 2024 as part of broad merit cycle.
Performance Compensation
Annual Cash Incentive (CICP) – 2024 design and outcome
- Metric and weight: 100% based on Adjusted EBITDA for Compensation Purposes (target $117.97 million), with a negative HSE modifier up to 10%. Threshold=75% of target (30% payout), Target=100% (100% payout), Stretch=140% (200% payout).
- Target opportunity: 80% of base salary. For Sanderson, target dollar amount $374,000 (based on year-end base).
- Actual payout: Earned 61.7% on EBITDA metric; an HSE deduction of $11,540 was applied; total 2024 annual incentive paid $219,268.
| Annual Incentive – 2024 | Target % of Base | Target $ | Metric Achieved | HSE Deduction | Payout $ |
|---|---|---|---|---|---|
| Sanderson | 80% | 374,000 | 61.7% of target | $(11,540) | 219,268 |
Long-Term Incentives (LTI) – structure and grants
- Structure: 50% time-vested RSUs; 50% long-term performance-based cash tied to RONCE (EBIT) (50%) and RTSR vs peer group (50%), 3-year performance period, max 200% of target.
- 2024 RSU grant: 90,745 RSUs on Feb 19, 2024; grant-date fair value $357,535; vesting 1/3 on first anniversary, then 1/6 each six months until Feb 2027.
- 2022 RTSR LTI payout (performance period ended Dec 31, 2024): RTSR at 54th percentile (above target) → 116.7% earned; with stock-price modification factor applied to 50% of earned amount; Sanderson’s RTSR cash earned $204,657.
| LTI Item | Detail |
|---|---|
| 2024 RSU grant | 90,745 RSUs; $357,535 fair value; vesting through Feb 2027. |
| 2024 LTI metrics | 50% RONCE (EBIT), 50% RTSR; 3-year period; max 200%. |
| 2022 RTSR payout (paid 2025) | 116.7% of target; Sanderson $204,657. |
| RSUs in lieu of long-term cash (2022 cycle) | Sanderson elected to receive 86,034 RSUs in March 2025 vesting one year from grant. |
Pay outcomes (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑equity incentive plan compensation ($) | 913,917 | 886,231 | 738,906 |
| Total compensation ($) | 1,648,043 | 1,703,858 | 1,570,056 |
Equity Ownership & Alignment
- Beneficial ownership: 796,912 shares; includes 120,822 options exercisable within 60 days of the 2025 record date. No pledged shares disclosed.
- Outstanding equity and options (12/31/2024):
- Options: 66,177 @ $4.51 expiring 2/22/2027; 54,645 @ $3.87 expiring 2/22/2028.
- Unvested RSUs: 17,825 (2022 grant), 47,826 (2023 grant), 90,745 (2024 grant), and 42,758 (RSUs in lieu of 2023 annual incentive), with respective market values disclosed at $3.58/share as of 12/31/2024.
- Stock ownership guidelines: Executives subject to minimum ownership multiples; methodology values shares/RSUs at greater of acquisition price or current meeting-date price; all covered officers were in compliance as of the proxy date.
- Hedging/pledging: Prohibited to hedge; pledging or margin accounts prohibited without approval; company disclosed no hedging approvals.
| Ownership detail (as of referenced dates) | Value |
|---|---|
| Beneficial shares | 796,912 (includes 120,822 options exercisable within 60 days) |
| Options outstanding | 66,177 @ $4.51 (exp 2/22/2027); 54,645 @ $3.87 (exp 2/22/2028) |
| Unvested RSUs | 17,825; 47,826; 90,745; 42,758 with values computed at $3.58 as of 12/31/2024 |
| Shares outstanding (for context) | 133,071,751 (4/23/2025) |
Note: Ownership % can be computed from beneficial shares and shares outstanding above.
Vesting cadence and potential selling pressure:
- 2024 RSUs: 1/3 vested Feb 19, 2025; remaining 1/6 on Aug 2025, Feb 2026, Aug 2026, Feb 2027.
- 2023 RSUs: vest 1/6 every six months through Feb 2026.
- RSUs in lieu of 2023 annual incentive: fully vested Mar 15, 2025.
- RSUs in lieu of 2022 long-term cash (granted Mar 2025): vest on first anniversary (Mar 2026).
Employment Terms
- Employment is at will under the form used for employees; no fixed-term employment contract; no severance plan outside of change-in-control (CIC) outcomes.
- CIC agreements: Initial two-year term with annual auto-renewal; double-trigger benefits if a Qualifying Termination occurs within two years post‑CIC.
- Equity treatment on CIC: If awards are assumed and termination without cause/for good reason occurs within 24 months, options/SARs fully exercisable for one year and other unvested awards fully vest (performance awards vest at target pro‑rated to elapsed performance period). If awards are not assumed in a corporate transaction, outstanding awards vest or may be cashed out.
- Clawback: Executive Incentive Compensation Recoupment Policy adopted in 2018 and updated in 2023 to comply with SEC and NYSE rules.
- Perquisites/gross‑ups: Company discloses no tax gross‑ups and limited perquisites; 401(k) matching is reflected in “All Other Compensation.”
Governance, Pay Practices, Peer Group, and Say‑on‑Pay
- Pay design: Significant variable pay; 2024 annual incentive threshold tougher (raised from 60% to 75% of target performance); 100% financial metric (Adjusted EBITDA for Compensation Purposes) plus HSE negative modifier.
- Equity plan discipline: No repricing; no discounted options; no dividends/dividend equivalents on unvested awards; one‑year minimum vesting; conservative share recycling.
- Compensation/performance peer group: Oilfield services and related names used for pay context and RTSR measurement; examples include Expro, Newpark, Nine, Oil States, Select, among others.
- Benchmarking: Committee reviews peer practices but does not specifically benchmark base/bonus/LTI values; focuses on target opportunities and structure.
- Say‑on‑pay support: 2023 advisory vote received ~94.5% approval; Board continues to recommend FOR advisory approvals.
Performance & Track Record
- Company outcomes during Sanderson’s commercial leadership: 2024 revenue $599 million (–4% YoY vs 2023), Adjusted EBITDA $99.4 million (–7% YoY), RONCE 15.1%; 3‑year TSR (2022–2024) +3%.
- 2023 performance context: Revenue $626 million (+13% YoY vs 2022), Adjusted EBITDA $106.8 million (+37% YoY), RONCE 20.5%, 3‑year TSR (2021–2023) +64%.
- Strategic initiatives underpinning growth runway include Arkansas bromine DFS (NPV ~$710m, IRR 62%) and advancement of produced‑water desalination; management credits execution across core businesses and strategic programs.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; any pledge requires approval; none disclosed.
- Option repricing: Prohibited under equity plan.
- Clawback in place and updated for SEC/NYSE compliance.
- Related‑party transactions: 8‑K states no transactions involving Sanderson requiring disclosure under Item 404(a); proxy discloses related‑party items for others but none for Sanderson.
Investment Implications
- Pay‑for‑performance alignment: High variable pay (100% financial metric for annual bonus; 50% of LTI is performance‑based) ties Sanderson’s realizable pay to EBITDA, RONCE, and RTSR—key value drivers for TETRA. The tougher 2024 threshold raises alignment with shareholder outcomes.
- Retention risk: Layered RSU vesting through 2026–2027 and a March 2026 one‑year RSU (in lieu of long‑term cash) support retention as Sanderson transitions to CFO; double‑trigger CIC and updated clawback provide governance balance.
- Trading signals: A visible vesting calendar (Aug 2025, Feb/Aug 2026, Mar 2026, Feb 2027) may create episodic supply; however, strict hedging/pledging limits and ownership guidelines (with compliance) mitigate misalignment risks.
- Execution risk: Company momentum depends on delivering bromine/lithium and desalination milestones while sustaining core EBITDA; Sanderson’s commercial track record and pending CFO role concentrate accountability for capital allocation, returns (RONCE), and cash generation.