Team (TISI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2025, at the company headquarters in Sugar Land, Texas, with proxy materials distributed to shareholders of record as of April 22, 2025.

• Shareholders can vote on four main proposals: election of directors, advisory vote on executive compensation, ratification of KPMG as auditor, and a charter amendment on director removal for cause.

• The Board recommends voting in favor of all proposals and provides multiple voting methods, including online, phone, and mail.

Voting matters and shareholder proposals

• Proposal One: Election of J. Michael Anderson and Jeffrey G. Davis as Class III directors for a three-year term.

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

• Proposal Three: Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2025.

• Proposal Four: Approval of a charter amendment to align director removal for cause with Delaware law, removing restrictive language.

• Shareholder proposals for the 2026 meeting must be submitted by December 30, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of seven 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 with independent chairs.

• The Board has adopted robust governance policies, including a Code of Business Conduct and Ethics, and regularly evaluates its leadership structure.

• Board diversity is emphasized, with active recruitment of women and minority candidates.

• Directors and senior executives are subject to share ownership guidelines and restrictions on trading and hedging company securities.