Timothy Moeller
TETRA TECHNOLOGIESAbout Timothy Moeller
Timothy C. Moeller is Senior Vice President, Global Supply Chain and Chemicals at TETRA Technologies (TTI), a role he has held since May 2020 after serving as Vice President and Chief Procurement Officer from April 2018 to May 2020; earlier roles include COO of Melior Innovations, CEO of TessaFrac, supply chain management at Halliburton (2006–2012), and positions at Tyco International and YPF/Maxus, with a BBA from Texas A&M University . Company performance context: TETRA maintained a 16.6% adjusted EBITDA margin in 2024 and advanced strategic initiatives (Arkansas bromine, CS Neptune fluids, PureFlow Plus battery storage, and produced water desalination) ; over the 2022–2024 long‑term incentive period, absolute TSR was 38.27% and ranked at the 54th percentile of the peer group . FY revenues were $599.1M (2024), $626.3M (2023), and $553.2M (2022) ; EBITDA was $85.7M*, $79.3M*, and $53.8M* respectively (values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TETRA Technologies (TTI) | SVP, Global Supply Chain & Chemicals | May 2020–present | Leads global supply chain and chemicals operations; core to bromine/chemicals growth and Oasis desalination execution |
| TETRA Technologies (TTI) | VP & Chief Procurement Officer | Apr 2018–May 2020 | Centralized sourcing and procurement, supporting margin/ROCE improvement |
| Melior Innovations | Chief Operating Officer | Sep 2012–Mar 2018 | Operational leadership; scale-up and commercialization (energy services adjacency) |
| TessaFrac | Chief Executive Officer | Sep 2012–Mar 2018 | Strategic leadership in frac services; commercialization focus |
| Halliburton | Supply Chain Management roles | May 2006–Feb 2012 | Increasing responsibility in supply chain; large‑cap operational rigor |
| Tyco International; YPF/Maxus | Supply Chain roles | Earlier career | Foundational supply chain and industrial procurement experience |
Fixed Compensation
- Base salary was adjusted with broad-based merit increases in April 2024; Moeller’s base rose from $430,000 to $450,000 effective April 20, 2024 .
- Annual cash incentive opportunity under CICP (2024): Threshold 21% of base, Target 70%, Stretch 140% of base .
| Base Salary | As of Dec 31, 2023 | As of Apr 20, 2024 |
|---|---|---|
| Timothy C. Moeller | $430,000 | $450,000 |
| Annual Incentive Opportunity (2024) | Threshold (% Base) | Target (% Base) | Stretch (% Base) |
|---|---|---|---|
| Timothy C. Moeller | 21.0% | 70.0% | 140.0% |
| Summary Compensation ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $402,885 | $423,654 | $443,846 |
| Stock Awards (RSU grant‑date fair value) | $283,369 | $702,484 | $321,780 |
| Non‑Equity Incentive Plan Compensation | $569,404 | $663,530 | $693,250 |
| All Other Compensation | $10,250 | $11,250 | $11,500 |
| Total | $1,265,908 | $1,800,918 | $1,470,376 |
Notes:
- “All Other Compensation” reflects 401(k) matching contributions .
- RSUs granted in March 2025 in lieu of a portion of long‑term cash earned for 2022–2024 are excluded from “Stock Awards” and included in “Non‑Equity Incentive” per SEC rules .
Performance Compensation
Annual CICP (2024)
- Financial metric: Adjusted EBITDA for Compensation Purposes, weighted 100% .
- HSE negative modifier: not applied to Moeller (his units met HSE goals) .
| Award | Metric | Weighting | Target | Actual | HSE Deduction | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Adjusted EBITDA for Compensation Purposes | 100% | Not disclosed | 61.7% earned | None | $194,398 | Cash under CICP |
Long‑Term Cash (2022–2024 performance period, paid/settled March 2025)
- Metrics and weights: RONCE (EBIT) 50%; RTSR vs peer group 50% .
- Results: RONCE aggregate 179.6% of target; RTSR at 54th percentile → 116.7% of target; a stock price modification factor of 24.537988% was applied to 50% of earned amounts for awards with the modifier .
| Award | Metric | Weighting | Target | Actual | Payout | RSU Settlement and Vesting |
|---|---|---|---|---|---|---|
| 2022 LT Cash | RONCE (EBIT) | 50% | Per‑year targets: 7.3%, 11.8%, 12.3% | 13.4%, 20.5%, 15.1%; 179.6% aggregate | $302,382 | Portion with stock price modifier settled in RSUs, vest 1‑year from grant |
| 2022 LT Cash | RTSR vs peer group | 50% | 50th percentile | 54th percentile; 116.7% earned | $196,471 | Portion with stock price modifier settled in RSUs, vest 1‑year from grant |
Long‑Term Incentive Awards Granted in 2024
- Target mix: 50% RSUs, 50% long‑term performance‑based cash; Moeller’s target values were $337,500 RSUs and $337,500 cash .
- 2024 RSU vesting: 1/3 on Feb 19, 2025; 1/6 every six months thereafter until fully vested in Feb 2027 .
- 2024 LT Cash metrics: RONCE (EBIT) 50% and RTSR 50%; RTSR is capped at 100% if absolute TSR over the period is negative .
| Award Component (2024 grants) | Moeller Target | Metric | Threshold → Payment | Target → Payment | Stretch → Payment | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| RSUs | $337,500 | n/a | n/a | n/a | n/a | 1/3 at 1 year, then semiannual 1/6 to Feb 2027 |
| LT Cash (RONCE) | $337,500 | RONCE (EBIT) 50% | 71.4% of target → 0% | 100% → 100% | 128.6% → 200% | Payable March 2027, at HCMCC discretion |
| LT Cash (RTSR) | $337,500 | RTSR 50% | 25th percentile → 0% | 50th percentile → 100% | 75th percentile → 200% | Payable March 2027, at HCMCC discretion; cap if absolute TSR negative |
Additional detail on RSUs granted March 2025 (settlement in units of portion of 2022 LT cash with stock price modifier): Moeller received 82,593 RSUs vesting on the first anniversary of grant (March 2026), subject to continued service .
Equity Ownership & Alignment
Beneficial Ownership and Options
- Beneficial ownership: 418,206 shares; “less than 1%” of class; includes 16,618 shares subject to options exercisable within 60 days of the record date .
- Options outstanding: 16,618 exercisable options at $4.19, expire 5/4/2028 . As of 12/31/2024, closing stock price was $3.58, indicating these options were out‑of‑the‑money at year‑end .
Outstanding Equity Awards as of Dec 31, 2024 (Moeller)
| Award Category | Shares/Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|
| RSUs (granted Feb 21, 2022) | 17,112 | $61,261 | 1/3 vest Feb 21, 2023; 1/6 every six months; fully vested Feb 2025 |
| RSUs (granted Feb 22, 2023) | 38,261 | $136,974 | 1/3 vest Feb 22, 2024; 1/6 semiannual; fully vested Feb 2026 |
| RSUs (granted Feb 19, 2024) | 81,670 | $292,379 | 1/3 vest Feb 19, 2025; 1/6 semiannual; fully vested Feb 2027 |
| RSUs (granted Mar 15, 2024 in lieu of 2023 annual cash) | 37,019 | $132,528 | Became fully vested Mar 15, 2025 |
| RSUs (granted Oct 4, 2023) | 50,000 | $179,000 | 1/3 vested Oct 4, 2024; remaining 1/3 on second and third anniversaries (fully vested Oct 2026) |
| Options (exercisable) | 16,618 | n/a | Strike $4.19; exp. 5/4/2028 |
Stock Ownership Guidelines and Trading Policies
- Ownership guidelines: SVPs must hold 1× base salary worth of shares; five‑year transition for newly appointed officers; all covered officers are in compliance .
- Insider trading policy prohibits hedging and certain derivatives; pledging only by exception with General Counsel approval and demonstrable capacity to repay without resort to pledged shares; no hedging transactions have been approved .
Employment Terms
- Employment agreements are at‑will, substantially identical to employee form; no guaranteed severance outside change‑of‑control agreements .
- Change‑of‑Control (COC) agreements are “double trigger” (benefits upon qualifying termination within two years of a change of control); initial two‑year term with automatic one‑year extensions unless cancelled with 90 days’ notice .
Potential Payments upon Termination or Change of Control (assumed termination on Dec 31, 2024)
| Scenario (Moeller) | Cash Severance Payment | Bonus Payment | Accelerated Vesting (Shares/Units) | Continuation of Health Benefits | Total |
|---|---|---|---|---|---|
| Death/Disability | $— | $— | $802,142 | $— | $802,142 |
| Retirement | $— | $— | $802,142 | $— | $802,142 |
| Termination for Cause | $— | $— | $— | $— | $— |
| Termination for No Cause or Good Reason | $— | $— | $— | $— | $— |
| Termination upon Change of Control | $1,530,000 | $1,252,500 | $802,142 | $39,107 | $3,623,749 |
Notes:
- Cash severance is a multiple of base salary plus target annual cash bonus under COC Agreements .
- Equity acceleration under COC Agreements occurs upon qualifying termination within two years post‑COC; RSU values based on $3.58 closing price at 12/31/2024; no unvested stock options outstanding to accelerate .
Clawback and Indemnification
- Executive Incentive Compensation Recoupment Policy (Clawback) adopted in 2018 and updated in October 2023 to comply with SEC/NYSE rules; requires recovery of erroneously awarded incentive‑based compensation upon qualifying accounting restatements and allows recoupment for misconduct causing significant harm even without restatement .
- Indemnification agreements provide full indemnification and advancement consistent with charter/bylaws and insurance .
Company Performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $553,213,000 | $626,262,000 | $599,111,000 |
| EBITDA ($USD) | $53,803,000* | $79,315,000* | $85,705,000* |
*Values retrieved from S&P Global.
Compensation Peer Group and Performance Alignment
- The HCMCC, with consultant CAP, uses a unified peer group for both compensation and RTSR measurement, reviewed annually; 2024 peer group includes Aris Water Solutions, Core Laboratories, Dril‑Quip, Forum Energy, Flotek, Hawkins, KLX, National Energy Services Reunited, Nine Energy, Newpark, Oil States, Ranger, Mammoth, Select Energy Services, and Expro Group; market data informs program design, but the HCMCC does not benchmark values explicitly to peers .
Risk Indicators & Governance
- Hedging prohibited; pledging only by exception with GC approval; no hedging approvals have been granted, reducing misalignment risk .
- Double‑trigger COC protection avoids windfalls without job loss; clawback policy strengthened in 2023 to meet SEC/NYSE standards .
- Insider ownership guidelines are rigorous and in compliance, promoting alignment .
Attempt to fetch Form 4 insider trading data for Moeller (2024–2025) encountered a temporary access error (HTTP 401). Re‑running the insider‑trades skill later is recommended to quantify any 10b5‑1 activity or selling pressure windows.
Investment Implications
- Alignment: Significant and ongoing RSU exposure with semiannual vesting through 2027, plus one‑year RSUs from March 2025 settlement, tie Moeller’s realized value to stock trajectory; SVP ownership guideline (1× salary) and compliance support alignment .
- Retention risk: Double‑trigger COC benefits total ~$3.6M at 12/31/2024, plus equity acceleration, create retention incentives while limiting single‑trigger windfalls .
- Selling pressure: Major RSU vest dates occur Feb/Aug each year (2024 grants), and Oct anniversaries (Oct 2023 grant), with an additional March 2026 vest from RSUs issued in 2025—expect periodic liquidity needs around these dates; options are out‑of‑the‑money at year‑end 2024 ($3.58 vs $4.19 strike), reducing near‑term exercise‑driven sales .
- Pay for performance: Annual cash payout tied 100% to Adjusted EBITDA for Compensation Purposes (61.7% earned for 2024) with an HSE modifier not applied to Moeller (units met HSE), and robust 2022–2024 LT cash results (RONCE 179.6% and RTSR 116.7%)—supports incentive design aligned to sustainable value creation and relative performance .
- Execution track record: 2024 operational milestones (16.6% adjusted EBITDA margin, Oasis desalination volumes at record highs, strategic project investments) provide context for supply chain leadership efficacy under Moeller’s domain .