Sharon McGee - Director | TETRA TECHNOLOGIES (TTI) Executive Profile & Compensation

About Sharon B. McGee

Independent Director at TETRA Technologies, Inc. (TTI) since February 2022; currently Chair of the Nominating, Governance & Sustainability Committee and member of the Human Capital Management & Compensation Committee. Age 60 with deep chemicals industry experience (lithium and bromides) from a 33-year career at Albemarle; founder of SDBM Executive and Strategic Advisory LLC (2021). Education: B.S. and M.S. in Chemical Engineering (University of Arkansas), Executive MBA (Louisiana State University); NACD Directorship Certification and NACD CERT Cyber-Risk Oversight credential .

Past Roles

Organization	Role	Tenure	Committees/Impact
Albemarle Corporation (NYSE: ALB)	Vice President, Investor Relations & Corporate Development; VP, Asia Pacific Region & Global Fire Safety Sales; VP, Sales, Americas; Division VP, Performance Chemicals; Global Business Director, Industrial Bromides	33 years	Led strategic discussions for lithium and bromine operations; broad global operating and market experience
SDBM Executive and Strategic Advisory LLC	Founder	Since 2021	Independent advisory to new energy, chemicals, materials, mining, and oil & gas industries

External Roles

Organization	Role	Tenure	Notes
Other public company boards	None	—	No current or former public company directorships disclosed for McGee

Board Governance

Item	Detail
Independence	Board affirmatively determined McGee is independent under NYSE rules .
Committee memberships (2024–2025)	NGSC: Chair (since May 2024) ; HCMCC: Member .
Committee meetings held (2024)	Board: 7; HCMCC: 5; NGSC: 5 .
Attendance	Each director attended ≥75% of Board and applicable committee meetings in 2024 .
Executive sessions	Board Chair presides over executive sessions of non-management and independent directors .
Stock ownership guidelines	Non-employee directors must hold shares equal to 5× annual cash retainer within 4 years; all directors in compliance as of proxy date .
Hedging/pledging policy	Prohibition on hedging; pledging prohibited absent company approval .
Compensation consultant	HCMCC retained Pay Governance LLC as independent advisor; no other services provided to TTI .

Fixed Compensation

Director pay structure and McGee’s 2024 actuals (governance-relevant for alignment and committee workload):

Component	Amount/Terms
Non-employee director annual cash retainer	$90,000; paid monthly .
Committee chair retainers	Audit: $20,000; HCMCC: $15,000; NGSC: $15,000; paid quarterly .
Non-executive Chair retainer	$150,000 .

Director (2024)	Cash Fees ($)	Stock Awards ($)	Total ($)
Sharon B. McGee	99,148	108,063	207,211

Performance Compensation

Equity grants are time-based RSUs to strengthen ownership alignment; no director performance metrics (TSR/revenue/ESG) are tied to director equity.

Grant Date	Award Type	Shares Granted	Grant-Date Fair Value ($)	Vesting	Notes
May 21, 2024	RSUs	26,551	108,063	100% on May 21, 2025, subject to service	Director awards use 20-day average closing price; annual grants expected each May .

Metric/Plan Term	Detail
Performance metrics	None; RSUs vest time-based on one-year anniversary .
Deferral features	Directors may defer RSU settlement until change in control or separation; deferrals treated as if invested in common stock with dividend equivalents .

Other Directorships & Interlocks

Category	Disclosure
Current public company boards	None for McGee .
Prior public company boards	None for McGee .
Interlocks/transactions affecting independence	Board reviewed transactions; NGSC and HCMCC members (including McGee) had no relationships requiring disclosure and were non-employees .
Related party transactions	Company discloses two employee relatives of executives; no other material transactions involving a director or related person requiring disclosure .

Expertise & Qualifications

Chemical engineering expertise across lithium/bromine; global operating, investor relations, corporate development experience .
Skills matrix: operating experience, transitional energy, materials/specialty chemicals, strategic growth/market expansion, investor relations, global business, HSS, information security/cyber oversight .
Education and governance credentials: B.S./M.S. Chemical Engineering (University of Arkansas), Executive MBA (LSU), NACD Directorship Certification, NACD CERT Cyber-Risk Oversight .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Included RSUs (vesting within 60 days of record date)
Sharon B. McGee	99,610	<1%	26,551

Alignment Policy	Status
Director ownership guideline (5× retainer)	All non-employee directors in compliance as of proxy date .
Hedging/Pledging	Hedging prohibited; pledging prohibited absent company approval .

Governance Assessment

Board effectiveness and independence: McGee is independent, chairs NGSC, and serves on HCMCC—two governance-critical committees overseeing board succession, ESG, and pay/human capital risks . Attendance threshold met, with robust committee activity (5 meetings each in 2024) .
Alignment: Mix of cash and majority equity comp; annual RSU grants with time-based vesting plus stringent ownership guidelines (5× retainer) and anti-hedging/pledging policies—strong alignment signals .
Conflicts: No material related-party transactions involving directors; independence affirmations maintained .
Compensation governance: HCMCC employs an independent consultant (Pay Governance) with no conflicts; committee membership comprised of independent directors (including McGee) .

RED FLAGS

None disclosed specific to McGee: no related-party dealings, hedging/pledging not permitted without approval, and independence affirmed .
Monitoring item: Equity plan changes in 2025 (Amended 2018 Plan increases share pool and enhances governance; prohibits dividends on unvested awards)—improves guardrails but merits ongoing dilution oversight .