TEAM, Inc. (NYSE:TISI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Amerino Gatti as CEO; Resignation of Gary Yesavage as Interim CEO
On January 16, 2018, Team, Inc. (“we,” “our,” “us” or the “Company”) announced that the Board of Directors of the Company (the “Board”) has appointed Amerino Gatti as the Chief Executive Officer of the Company effective January 24, 2018. The Company also announced that it expanded the size of the Board from six to seven members and that Mr. Gatti will join the Board on January 24, 2018. Gary Yesavage will resign as Interim Chief Executive Officer effective January 24, 2018 and will remain on the Board. The press release announcing Mr. Gatti’s appointment is attached hereto as Exhibit 99.1.
Mr. Gatti, age 47, served from May 2016 until October 2017 as Production Group President at Schlumberger. Prior to assuming the Production Group President role, Mr. Gatti served in a variety of management positions of progressing leadership responsibility at Schlumberger, including president of Well Services, vice president of the Production Group for North America; VP & General Manager – Qatar GeoMarket; vice president Sand Management Services; and vice president marketing and sales for North America. Earlier in his Schlumberger career, Mr. Gatti held field operations, engineering and human resources positions in Canada, the Gulf of Mexico, Saudi Arabia, Kuwait, Bahrain and Pakistan. He began his career with Schlumberger in 1992 as a field engineer in well services operations in Canada. Mr. Gatti holds a mechanical engineering degree from the University of Alberta, Canada.
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Base Salary: |
$850,000 |
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Annual Bonus: |
Target of 50% of base salary; maximum opportunity of 200% of base salary |
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2018 Annual Equity Award: |
2018 long-term incentive opportunity of $1,050,000, consisting of (i) performance stock units with a grant date fair value of $650,000, with performance metrics measured over a 2-year performance period, and (ii) time-based restricted stock units with a grant date fair value of $400,000, which will vest ratably over a 4-year period |
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Initial Performance Share Award: |
One-time restricted stock unit award covering 350,000 shares of Company common stock (the “Initial Award”). The Initial Award will vest upon achievement of the following stock price milestones prior to the fifth anniversary of the date of grant (but in no event will any portion of the award vest prior to the first anniversary of the grant date), subject to Mr. Gatti’s continued employment with the Company through the date on which each applicable milestone is achieved: •20% upon achievement of a Company stock price of $20 •20% upon achievement of a Company stock price of $25 |
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•20% upon achievement of a Company stock price of $30 •20% upon achievement of a Company stock price of $35 •20% upon achievement of a Company stock price of $40 |
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Severance Benefits: |
Mr. Gatti will be eligible to participate in the Company’s severance policy (which includes customary non-compete and release requirements), as in effect from time to time. Upon a termination of Mr. Gatti’s employment without cause or for good reason, any then unvested service-based equity awards granted in 2018 or 2019 will vest, subject to Mr. Gatti’s execution and non-revocation of a release of claims and agreement of non-competition. |
The foregoing description of the offer letter and the Initial Award does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter and the agreement governing the Initial Award filed herewith as Exhibits 10.1 and 10.2, respectively.
No family relationships exist between Mr. Gatti and any of the Company’s other directors or executive officers. There are no arrangements between Mr. Gatti and any other person to which Mr. Gatti was appointed as Chief Executive Officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Gatti has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Approval of Specified Interim CEO Compensation
Upon his appointment as interim CEO, the Board granted Mr. Yesavage 14,815 performance restricted stock units, the vesting of which would be determined based on the Board’s assessment of Mr. Yesavage’s performance as interim Chief Executive Officer. Based on its assessment, the Board has approved the vesting of all 14,815 of the performance restricted stock units. In addition, the board awarded Mr. Yesavage a one-time cash bonus of $200,000 in recognition of his extraordinary contributions in the role of Interim Chief Executive Officer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
TEAM INC ExhibitEX-10.1 2 exhibit1011-16×18.htm EXHIBIT 10.1 Exhibit Exhibit 10.113131 Dairy Ashford,…To view the full exhibit click here
About TEAM, Inc. (NYSE:TISI)
Team, Inc. is a provider of specialty industrial services, including inspection and assessment, required in maintaining high temperature and high pressure piping systems and vessels. The Company conducts its operations through three segments: Inspection and Heat Treating Services (IHT) Group, Mechanical Services (MS) Group and Quest Integrity (Quest Integrity) Group. The IHT Group offers inspection services and heat treating services. The MS Group offers both on-stream services and turnaround/project related services, such as leak repair services, fugitive emissions control services, hot tapping services, field machining services and technical bolting services, valve repair services, heat exchanger and maintenance services, isolation and test plug services, valve insertion services and project services. The Quest Integrity Group offers integrity management solutions to the energy industry in the form of quantitative inspection and engineering assessment services and products.
