Shawn Williams
TETRA TECHNOLOGIESAbout Shawn D. Williams
Shawn D. Williams (age 62) is an independent director of TETRA Technologies, Inc. (TTI) serving since March 2021, with 4 years of board tenure; he holds a B.S. in Electrical Engineering from Purdue University and an MBA from the University of California, Berkeley, and has NACD CERT Cyber-Risk Oversight certification . His background spans CEO roles (Nexeo Plastics), senior leadership in specialty materials (Momentive), and a 22-year career at GE leading businesses across the Americas, Europe, and Asia, bringing deep industrials, chemicals, operating, and cybersecurity oversight expertise to TTI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexeo Plastics Holdings, Inc. | Chief Executive Officer | Apr 2019–Jun 2020 | Led global plastics distribution; retired thereafter |
| Nexeo Solutions, Inc. | Executive Vice President | Prior to 2019 | Senior operating leadership in distribution |
| Momentive Global Sealants | President | Prior period (dates not specified) | Led global specialty sealants business |
| Momentive Performance Materials | President | Prior period (dates not specified) | Led silicone specialty materials business |
| Covia Holdings LLC | Executive Chairman; Acting CEO | Exec Chairman since Jan 2022; Acting CEO Jun–Dec 2021 | Oversight of minerals-based solutions; board leadership |
| General Electric Company | Various leadership roles | 22 years | Led global businesses across regions and markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirby Corporation (NYSE: KEX) | Director | Current | Public company board experience |
| Marathon Oil Corporation (NYSE: MRO) | Director | Feb 2023–Nov 2024 (acquired by ConocoPhillips) | Board service; TTI noted Marathon as a customer; independence affirmed |
| Covia Holdings LLC (private) | Executive Chairman | Since Jan 2022 | Minerals-based solutions; prior Acting CEO |
Board Governance
- Committee memberships: Audit Committee and Human Capital Management & Compensation Committee (HCMCC) .
- Independence: Board affirmatively determined Williams is independent; his prior Marathon Oil board service (and Marathon’s customer status) did not constitute a material interest or impair independence .
- Attendance: The Board held seven meetings in 2024; each director attended ≥75% of Board and committee meetings (Williams met the threshold) .
- Executive sessions and leadership: TTI separates Board Chair and CEO; the independent Board Chair presides over executive sessions of non-management directors .
- Stock ownership guidelines: Non-employee directors must hold shares with deemed value equal to 5× annual cash retainer; all non-employee directors, including Williams, are in compliance (four-year compliance window) .
- Audit Committee scope includes financial reporting integrity, internal controls, compliance, and cybersecurity/AI risk oversight; HCMCC oversees executive pay, equity plans, succession, and human capital .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | Paid monthly |
| Committee chair retainers | N/A for Williams | Only applicable to chairs (Audit $20k; HCMCC $15k; NGSC $15k) |
| Meeting fees | Not disclosed | No meeting fees specified |
| Reimbursements | Out-of-pocket expenses reimbursed | Director education/course materials included |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award | May 21, 2024 | 26,551 RSUs | $108,063 | 100% on May 21, 2025 | RSUs granted using 20-day avg price; time-based vesting |
| Deferral election | 2024 award | 26,551 RSUs | N/A | Settlement deferred | Deferred until earlier of change-in-control or separation of service under Non-Employee Director Deferred Compensation Plan |
Performance metrics table (director compensation):
| Metric | Use in Director Compensation | Evidence |
|---|---|---|
| TSR percentile | Not used for non-employee directors | Annual director RSUs are time-vesting; no performance conditioning disclosed |
| Revenue/EBITDA goals | Not used for non-employee directors | Director awards vest on one-year anniversary; time-based |
| ESG/other scorecards | Not used for non-employee directors | No performance metrics disclosed for director equity |
| Options/strike-based incentives | None for directors | No options granted to director nominees; zero options previously granted to directors |
Director RSUs earn dividend equivalents only upon vesting; cash fees may be deferred into hypothetical investments; deferrals are unfunded obligations and may be distributed in shares/cash at HCMCC discretion .
Other Directorships & Interlocks
| Company | Relationship to TTI | Conflict Review |
|---|---|---|
| Marathon Oil Corporation (former board) | Customer of TTI prior to acquisition | Board concluded Williams had no material interest; independence maintained |
| Kirby Corporation | No relationship disclosed | Public company directorship; no related-party transactions disclosed |
Expertise & Qualifications
- Current/former C-suite executive; operating experience; industrials/materials/specialty chemicals; global business; information security/cyber oversight; public company board experience (skills matrix) .
- Education and certifications: B.S. Purdue; MBA UC Berkeley; NACD CERT Cyber-Risk Oversight .
- Sector experience: Chemicals, materials, energy-adjacent industries; leadership across GE/Momentive/Nexeo/Covia .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Apr 23, 2025) | 125,995 shares | “Less than 1%” of class; includes 26,551 RSUs vesting within 60 days of record date |
| Unvested RSUs (Dec 31, 2024) | 26,551 | From May 21, 2024 grant; vest May 21, 2025 |
| Options | 0 | No options outstanding/granted to directors |
| Shares outstanding (record date) | 133,071,751 | Benchmark for % ownership |
| Hedging/pledging policy | Prohibited (hedging); pledging prohibited absent company approval | Corporate governance highlights |
| Ownership guidelines | 5× annual cash retainer; 4-year compliance window | All non-employee directors are in compliance |
Governance Assessment
- Board effectiveness: Williams sits on both Audit and HCMCC—two high-leverage oversight committees—aligning with his finance, operating, and cyber-risk credentials; separation of Chair/CEO and regular independent director sessions strengthen oversight .
- Independence and conflicts: Prior interlock with Marathon Oil (a TTI customer) was reviewed and deemed immaterial; independence affirmed—reduces conflict risk .
- Engagement: Meets attendance expectations (≥75% of meetings) and participates in annual strategy and ERM oversight processes, including cybersecurity updates through Audit .
- Pay and alignment: Director compensation is majority equity via time-based RSUs; Williams deferred settlement to change-in-control or separation, increasing long-term alignment; ownership guidelines enforced, and hedging/pledging restricted—positive alignment signals .
- RED FLAGS: None disclosed specific to Williams; no related-party transactions, pledging, hedging, or options repricing; HCMCC uses independent consultant and maintains clawback policy (executive-focused), supporting governance quality .