TETRA TECHNOLOGIES INC: Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

Effective February 7, 2022, the board of directors of TETRA Technologies, Inc.
(“TETRA” or the “Company”) has appointed Sharon Booth McGee as a member of the board of directors. Mrs McGee will serve until the company’s 2022 annual meeting of shareholders or until his successor has been duly elected and qualified. Mrs McGee was also appointed to Nominating, Governance and Sustainability Committee and the Human capital management and Compensation Committee from the administration board. The Board of Directors has determined that Mrs McGee is independent, as independence is defined in the rating standards of the New York Stock Exchange and Section 10A of the Securities Exchange Act of 1934, as amended.

Mrs McGee, 57, founded Executive and Strategic Counsel SDBM, LLC in May 2021, an independent advisory service to new industries in energy, chemicals, materials, mining, oil and gas. Before that, Mrs McGee worked at Albemarle Corporation for 33 years, holding several leadership positions, most recently as Vice President, Investor Relations and Corporate Development from 2016 to January 2021, Vice President, Asia-Pacific region and global fire safety sales from 2014 to 2016, Vice President, Sales – Americas from 2013 to 2014, Division Vice President, Performance Chemicals from 2008 to 2013, and Global Business Manager, Industrial Bromides from 2005 to 2008. Albemarle is one of the world’s largest producers of lithium and lithium derivatives , and bromine and bromine derivatives, including Mrs McGee participated in many of these strategic discussions. Mrs McGee, native Ashdown, Arkansas, obtained an Executive MBA certificate from Louisiana State University and MS and BS degrees in chemical engineering from the University of Arkansas.

Mrs McGee will receive compensation for his services as a director consistent with that of the other non-employee directors of the Company, generally as described in the Company’s definitive proxy statement filed with the Security and Exchange Commission to April 13, 2021 (the “Proxy Statement”). In July 2021, the Company amended its guidelines on the compensation of non-employee directors in order to increase the annual cash compensation of $50,000 at $70,000 and eliminate all meeting costs. Upon his appointment, Mrs McGee received an award of restricted stock units under the TETRA Technologies, Inc. First Amended and Restated Stock Incentive Plan for 2018 in accordance with the Company’s Non-Employee Director Compensation Guidelines as described in the Proxy Circular.

There are no arrangements or agreements between Mrs McGee and any other person under whom it has been appointed as a director. Neither the Company nor the Board of Directors are aware of any operation in which Mrs McGee has an interest requiring disclosure under Regulation SK Section 404(a).

Mrs McGee will be indemnified by the Company in accordance with the Company’s certificate of incorporation and amended and restated articles of association for actions associated with being a director. In addition, the Company will enter into an indemnification agreement with Mrs McGee which provides for indemnification to the fullest extent permitted by Delaware law. The Indemnity Agreement will provide for the indemnification of expenses, liabilities, judgments, fines and settlement monies in connection with the lawsuits brought against Mrs McGee following his service as director. The indemnification agreement is substantially identical to the form of agreement signed by the other directors and executive officers of the Company.

A copy of the press release announcing the appointment of Mrs McGee is attached hereto as Exhibit 99.1.

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Section 9.01. Financial statements and supporting documents.

(d) Exhibits:



Exhibit   Description

99.1        News Release dated February 7, 2022, issued by
          TETRA Technologies, Inc.
104       Cover Page Interactive Data File (embedded within
          the inline XBRL document)



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