Team (TISI) Proxy filing summary

Executive summary

• The annual meeting will be held on May 20, 2026, with shareholders voting on five key proposals, including director elections, executive compensation, auditor ratification, a warrant share issuance, and an equity plan amendment.

• Shareholders of record as of April 1, 2026, are entitled to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal One: Election of three Class I directors for a three-year term.

• Proposal Two: Advisory vote on named executive officer compensation (say-on-pay).

• Proposal Three: Ratification of KPMG LLP as independent auditor for 2026.

• Proposal Four: Approval of Stellex Warrant Shares Issuance Proposal, enabling issuance of shares underlying warrants issued to Stellex.

• Proposal Five: Approval of Amendment No. 1 to the 2018 Equity Incentive Plan, increasing shares available for issuance by 250,000.

• Shareholder proposals for the next annual meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The Board consists of eight directors divided into three classes, with a majority being independent under NYSE standards.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Executive Committees, all chaired by independent directors.

• The Board regularly evaluates its leadership structure and succession planning, with a Lead Independent Director, non-executive Chairman, and CEO.

• Share ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.

• Annual self-evaluations are conducted for the Board and its committees.