Thomas Bates Jr.
TETRA TECHNOLOGIESAbout Thomas R. Bates, Jr.
Thomas R. Bates, Jr., age 75, is an independent director of TETRA Technologies (TTI) with ~13 years of board service, currently serving as Chair of the Human Capital Management & Compensation Committee (HCMCC). He holds a Ph.D. in Mechanical Engineering from the University of Michigan and brings 40+ years of oilfield services operating leadership and energy-focused private equity experience; he is also an adjunct professor at Texas Christian University (TCU) focused on finance and energy-related coursework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lime Rock Management LP | Managing Director; Senior Advisor | 2001–2013 | Energy private equity leadership |
| Baker Hughes (Discovery Group) | SVP & President (post-acquisition integration of Western Atlas) | 1998–2000 | Led integration, strategic M&A execution |
| Weatherford Enterra, Inc. | CEO | 1990s | Turnaround/operator leadership |
| Schlumberger | Various leadership roles incl. Anadrill | ~15 years | Commercialization of early MWD/LWD tools |
| Shell Oil Company | Drilling Research | Early career | Technical R&D foundation |
| Academia (TCU, SKEMA) | Adjunct Professor (Finance; Geopolitics & Energy; Corporate Finance & Valuation) | Current | Board of Ralph Lowe Energy Institute; teaching in MBA/Master’s programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SSR Mining, Inc. (NASDAQ/TSX: SSRM) | Director | Current | Compensation & Leadership; Audit member |
| Vantage Drilling International (Euronext Growth Oslo: VDI) | Director; Chairman of the Board; Audit member | Current | Board leader; audit oversight |
| Independence Contract Drilling (OTC: ICIDQ) | Director | 2014–Jun 2020 | Board service during industry cycle |
| Weatherford International (NASDAQ: WFRD) | Director | 2019–Jun 2020 | Post-restructuring governance |
| Tidewater, Inc. (NYSE: TDW) | Director | Prior | Offshore services governance |
| Alacer Gold (TSX: ASR), Hercules Offshore (OTC: HEROQ), T-3 Services (NASDAQ: TTES) | Director | Prior | Public board experience across energy/mining |
Board Governance
- Committee assignments: Chair, HCMCC; not listed on Audit or NGSC; Board Chair Glick serves ex officio across committees .
- Independence: Board affirmatively determined Bates is independent under NYSE rules; all committee members (Audit/HCMCC/NGSC) are independent .
- Attendance: Board held 7 meetings in 2024; each director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Structures/policies: Separation of Board Chair and CEO; plurality-plus resignation policy in uncontested elections; regular executive sessions of independent directors; rigorous stock ownership guidelines; hedging/pledging prohibitions absent approval .
- Compensation committee process: HCMCC retained Pay Governance (2025) and previously CAP (2024) as independent advisors; no consultant conflicts; HCMCC fully independent .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid monthly |
| HCMCC Chair retainer | $15,000 | Paid quarterly |
| Total cash fees (2024 reported) | $105,000 | Bates 2024 “Fees Earned” |
- No meeting fees; officers do not receive director compensation for board duties .
Performance Compensation
| Grant | Grant Date | Shares (RSUs) | Fair Value (USD) | Vesting | Source |
|---|---|---|---|---|---|
| Annual director RSU (2024) | May 21, 2024 | 26,551 | $108,063 | 100% on one-year anniversary (May 21, 2025) | |
| Annual director RSU (2025) | June 12, 2025 | 37,723 | — | As per plan; Form 4 award filed |
- Director awards are RSUs (time-based); plan prohibits dividends on unvested awards; minimum one-year vesting; no repricing without shareholder approval .
- RSU conversion/settlement: 2024 award (26,551) settled on May 21, 2025 into common .
Other Directorships & Interlocks
| Company | Sector Link to TTI | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| SSR Mining | Mining/chemicals | No TTI related-party transactions disclosed with SSR | None disclosed; independence affirmed |
| Vantage Drilling | Energy services | Industry adjacency (customers/operators) | No director-related transactions disclosed; independence affirmed |
| Marathon Oil (customer of TTI) | Customer relationship noted for Director Shawn Williams (not Bates) | Board determined immaterial; Williams independent |
- Company states no material related-party transactions involving directors other than two employee relatives of management; no director loans or similar arrangements .
Expertise & Qualifications
- C‑suite leadership and operating experience; capital markets/private equity; global energy services; public board experience; mechanical engineering Ph.D. .
- Skills matrix: Operating experience; traditional/transitional energy; capital markets; global business; outside public company board experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Apr 23, 2025) | 531,924 shares | <1% of shares outstanding |
| RSUs vesting within 60 days of record date | 26,551 shares | Included in beneficial ownership footnote |
| Unvested RSUs (12/31/2024) | 26,551 | For each non-employee director except chair; chair had 36,206 |
| Ownership guidelines | 5x annual cash retainer for directors | All non-employee directors in compliance |
| Hedging/Pledging | Prohibited absent approval; no hedging approvals granted | Company-wide policy |
Insider Trades (Form 4)
| Metric | 2023-03-08 | 2023-05-24 | 2023-08-02 | 2024-05-21 | 2024-05-24 | 2025-05-21 | 2025-06-12 |
|---|---|---|---|---|---|---|---|
| Transaction Type | Purchase [ReadFile:198] | RSU Award [ReadFile:160] | Sale [ReadFile:125] | RSU Award [ReadFile:109] | RSU vest/settle (M-Exempt) [ReadFile:90] | RSU vest/settle (M-Exempt) [ReadFile:35] | RSU Award [ReadFile:16] |
| Shares Transacted | 15,000 [ReadFile:196] | 39,091 [ReadFile:160] | 12,000 [ReadFile:124] | 26,551 [ReadFile:106] | 39,091 (RSU disposition) [ReadFile:88] | 26,551 (to common) [ReadFile:34] | 37,723 [ReadFile:16] |
| Price (USD) | $3.42 [ReadFile:197] | $0 [ReadFile:161] | $4.9916 [ReadFile:125] | $0 [ReadFile:107] | $0 [ReadFile:90] | $0 [ReadFile:35] | $0 [ReadFile:17] |
| Post-Transaction Owned | 454,260 [ReadFile:190] | 39,091 RSUs owned [ReadFile:154] | 505,373 [ReadFile:118] | 26,551 RSUs owned [ReadFile:100] | 505,373 common [ReadFile:65] | 531,924 common [ReadFile:28] | 37,723 RSUs owned [ReadFile:10] |
| Security | Common [ReadFile:198] | RSUs [ReadFile:162] | Common [ReadFile:126] | RSUs [ReadFile:108] | RSUs (disposed on vest) [ReadFile:90] | Common [ReadFile:36] | RSUs [ReadFile:18] |
| Filing URL |
Note: Company disclosed a late Section 16(a) Form 4 filing for the August 2, 2023 sale, filed January 11, 2024, caused by broker discretion, not Mr. Bates’ direction .
Governance Assessment
- Board effectiveness and alignment: Bates’ long tenure across operations and private equity, plus his HCMCC chair role, supports disciplined pay-for-performance governance (independent committee; use of independent consultants; clawback; dividend/vesting controls on awards) .
- Independence and attendance: Independence affirmed; attendance thresholds met; board processes (executive sessions; evaluation; succession) are robust, which generally supports investor confidence .
- Ownership alignment: Substantial share ownership with RSUs; director ownership guidelines of 5x annual cash retainer; hedging/pledging restrictions reinforce alignment; all directors compliant as of proxy date .
- Conflicts/related-party risk: Company states no material director-related party transactions; Marathon Oil customer relationship was reviewed for another director (Williams) and deemed immaterial; no such issues noted for Bates .
- Signals/RED FLAGS: One late Section 16(a) filing attributed to broker discretion (explained by company) . No hedging approvals granted; company prohibits pledging absent approval .
- Shareholder feedback: Say‑on‑pay support ~94.5% in 2023; Board executes biannual investor engagement with direct director participation, suggesting constructive governance dialogue .
Overall implication: Bates’ deep sector expertise and HCMCC leadership, combined with strong ownership alignment and independent committee process, are positives for governance quality. The isolated late Form 4 (broker-driven) is a minor compliance blemish but transparently disclosed; no material conflicts identified, and board practices (plurality-plus, independent sessions, stock ownership, anti-hedging) support investor confidence .