Team (TISI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on June 18, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, auditor ratification, and a charter amendment regarding director removal for cause.

• Shareholders of record as of April 22, 2025, are entitled to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and has provided detailed proxy materials and the 2024 Annual Report for review.

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 auditor for fiscal year 2025.

• Proposal Four: Approval of a charter amendment to align director removal for cause with Delaware law, requiring a majority vote at a shareholder meeting.

• 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 recent additions and an average age of 62.

• All directors except the Executive Chairman are independent under NYSE standards.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Executive Committees, all with independent chairs.

• The Board regularly evaluates its leadership structure, currently featuring a separate Executive Chairman, CEO, and Lead Independent Director.

• Annual self-evaluations and succession planning are conducted, with a focus on diversity in director recruitment.