Roy McNiven
TETRA TECHNOLOGIESAbout Roy McNiven
Roy E. McNiven, age 45, is Senior Vice President – Energy Services Operations at TETRA Technologies, Inc. (appointed September 2022). He holds a BBA and an Executive MBA from Athabasca University (Canada) and has 13+ years of operations, aftermarket, product supply, rentals, and global supply chain leadership experience across Tesco, Nabors, and CSI Compressco before joining TETRA . Company performance context during his tenure: cumulative TSR was 182.65 in 2024 (230.61 in 2023), with net income of $108.284 million and adjusted EBITDA of $99.403 million in 2024 (net income $25.784 million, adjusted EBITDA $106.834 million in 2023), which are the key financial measures linking executive pay-for-performance at TETRA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TETRA Technologies, Inc. | Senior Vice President – Energy Services Operations | Sep 2022–present | Leads Energy Services Operations; executive NEO since 2022 |
| CSI Compressco GP LLC (general partner of CSI Compressco LP) | SVP of Operations | Dec 2019–Feb 3, 2022 | Led operations across compression services footprint |
| CSI Compressco GP LLC | VP of Operations | Oct 2018–Dec 2019 | Operations leadership / optimization |
| Nabors Industries Ltd. | VP of Rental Operations | Dec 2017–Oct 2018 | Scaled rental operations platform |
| Tesco Corporation | Multiple roles (VP Product Supply & Commercialization; VP Products & Services; VP Aftermarket Sales & Service, Rentals & Global Supply Chain; Global Director Aftermarket Sales & Service & Rentals) | 13 years (dates not specified) | End-to-end product supply, commercialization, aftermarket, rentals, and global supply chain |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $405,000 | $423,000 (effective Apr 20, 2024) |
| Target Annual Bonus (% of Salary) | 70% | 70% |
| Threshold (% of Salary) | 0% | 21% |
| Stretch/Max (% of Salary) | 140% | 140% |
| Actual Annual Bonus Paid ($) | $287,556 | $173,597 |
Performance Compensation
Annual Incentive Outcomes
| Metric | 2023 | 2024 |
|---|---|---|
| Target Award Amount ($) | $283,500 | $296,100 |
| Adjusted EBITDA Weighting | 80.0% | 100.0% |
| Adjusted EBITDA Performance Earned | 96.7% (weighted) | 61.7% |
| IPOs Weighting | 20.0% | N/A (not used) |
| IPOs Performance Earned | 16.0% (weighted) | N/A |
| Safety/HSE Deduction | $(31,951) (10% deduction applied company-wide in 2023) | $(9,137) (5% HSE deduction applied to McNiven) |
| Total Payout ($) | $287,556 | $173,597 |
Long-Term Incentives (2024 Awards granted Feb 19, 2024)
| Component | Grant / Target | Vesting | Notes |
|---|---|---|---|
| RSUs (#) | 81,670 | 1/3 on first anniversary; then 1/6 every six months until fully vested Feb 2027 | Grant date fair value $321,780 |
| RONCE (EBIT) Long-Term Cash ($) | Target $168,750 | 3-year performance period (Jan 1, 2024–Dec 31, 2026); payable Mar 2027 at HCMCC discretion | Threshold corresponds to 0% payout; interpolation between levels |
| RTSR Long-Term Cash ($) | Target $168,750 | 3-year performance period (Jan 1, 2024–Dec 31, 2026); payable Mar 2027 at HCMCC discretion | Threshold corresponds to 0% payout; interpolation between levels |
Performance Metrics Architecture: TETRA’s most important financial performance measures linking compensation include Adjusted EBITDA, RONCE (EBIT), Revenues, Adjusted Free Cash Flow, Adjusted EBITDA Margins, and RTSR .
Equity Ownership & Alignment
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 / Apr 23, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 35,444; <1% of class | 67,192; <1% of class |
| Shares Acquired on Vesting in FY2024 (# / $) | — | 38,260 / $138,884 |
| Unvested RSUs at FY-end (# / $) | 76,521 / $345,875 (valued at $4.52 on 12/29/2023) | Included in RSU acceleration valuation context at $3.58 (12/31/2024) |
| Options (exercisable/unexercisable) | None reported for McNiven | No unvested options or SARs for NEOs; acceleration values shown as $0 |
- Stock Ownership Guidelines: Senior Vice Presidents must hold 1× base salary in stock; new officers have five years to comply; as of report date, all officers and directors are in compliance (subject to transition periods) .
- Hedging/Pledging: Prohibition against pledging or margin accounts absent company approval; prohibition against hedging transactions for directors, executive officers, and employees .
Employment Terms
- Employment Status: At-will employment; no severance outside double-trigger change-in-control termination .
- COC Agreements: Initial two-year term with automatic one-year extensions unless cancelled 90 days prior; benefits payable upon qualifying termination within two years of a change-in-control (double trigger) .
- Clawback Policy: Executive Incentive Compensation Recoupment Policy adopted in 2018; updated Oct 2023 to comply with SEC/NYSE—requires recovery of erroneously awarded incentive-based compensation after qualifying accounting restatements; also allows recovery for misconduct causing significant financial or reputational harm .
Change-in-Control Economics – Roy McNiven
| Scenario | Cash Severance | Bonus Payment | Accelerated Equity (RSUs) | Health Benefits | Total |
|---|---|---|---|---|---|
| Death/Disability (12/31/2024 assumption) | $0 | $0 | $429,353 | $0 | $429,353 |
| Retirement | — | — | $429,353 | — | $429,353 |
| Termination upon Change of Control | $1,438,200 (multiple of base + target bonus) | $933,600 | $429,353 | $51,629 | $2,852,782 |
| Prior Year Reference (12/31/2023 assumption) | $1,377,000 | $583,500 | $345,875 | $43,758 | $2,350,133 |
Notes: Under COC Agreements, “Cash Severance Payment” equals a specified multiple of base salary plus target annual cash bonus; accelerated equity values reflect closing stock price ($3.58 on 12/31/2024; $4.52 on 12/29/2023) and that there were no unvested options/SARs outstanding .
Investment Implications
- Alignment and Structure: McNiven’s pay mix is ~70% variable (2024), with annual incentives tied entirely to Adjusted EBITDA and a negative HSE modifier; long-term incentives split 50% RSUs and 50% multi-year cash metrics (RONCE/RTSR), supporting retention with defined performance gates .
- Retention/COC Exposure: Double-trigger COC provides ~$2.85 million potential benefits (2024 basis); absence of single-trigger and no general severance plan outside COC reduces moral hazard but implies higher retention risk cost if strategic control changes .
- Selling Pressure: Vested RSUs of 38,260 shares in 2024 could create periodic liquidity events; however, hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk. No options outstanding reduces incentive to reprice or engage in option-driven selling .
- Performance Link: 2024 annual incentive was reduced by HSE modifier and lower EBITDA attainment (61.7%), while company-level TSR and Adjusted EBITDA inform multi-year outcomes; this reinforces pay-for-performance discipline and potential downside variability in annual payouts .