The Annual Meeting of Stockholders of TETRA Technologies, Inc. (“TETRA” or the “Company”):

~~The purpose of~~At the annual meeting, isyou will be asked to consider and take action on the following:

Additionally, if needed, the stockholders may act upon any other matters that may properly come before the Annual Meeting or any adjournments.

Only stockholders of record at the close of business on March ~~4, 2019~~28, 2022 will be entitled to notice of and to vote at the Annual Meeting.

We intend to hold our annual meeting in person. However, due to the uncertainties surrounding the impact of the coronavirus (COVID-19), it may not be possible or advisable to hold our annual meeting in person and we are planning for the possibility that the annual meeting may be delayed or held by means of remote communication. If we decide to take either such step, we will announce the decision to do so in advance of the annual meeting. If we elect to hold our annual meeting by remote communication, details on how to participate will be issued by press release, posted on our website at http://ir.tetratec.com/events-and-webcasts and filed with the U.S. Securities and Exchange Commission as additional proxy material.

~~These highlights summarize certain~~This summary provides an overview of selected information contained elsewhere in the ~~proxy statement~~Proxy Statement and does not contain all the information you should consider. You should refer to the remainder of the ~~proxy statement~~Proxy Statement for more information about us and the proposals you are being asked to consider.

Stockholders will be asked to ~~execute~~vote on the following matters at the Annual Meeting:

Our director nominees exhibit an effective mix of diversity, experience and perspective. The following chart summarizes the independence, tenure and diversity of our strategic plan and deliver improvements in certain operational and financial results. We ended 2018 better positioned to leverage our competitive advantages in our key markets in North America and around the world.director nominees.

William D. Sullivan, the current Chairman of our Board of Directors, will retire from the board upon the expiration of his term at the upcoming Annual Meeting. Our board determined that John F. Glick, currently the Chairman of the Nominating, Governance and Sustainability Committee, would succeed Mr. Sullivan as Chairman of our Board of Directors and Gina A. Luna would succeed Mr. Glick as Chairman of the Nominating, Governance and Sustainability Committee immediately following the Annual Meeting.

We continuously monitor developments and best practices in corporate governance and enhance our practices as warranted and based on stockholder feedback. Our practices include policies and structures that we believe are sound and effective corporate governance practices, including:

Below is a list of our 2021 Named Executive Officers, or “NEOs,” and select 2021 compensation highlights. Our executive compensation program reflects a fundamental belief that compensation should be competitive with the broad market in which we compete for executive talent, and commensurate with the performance of the individual executives and the Company. During 2021, we increased the portion of total target direct compensation that is performance-based for our Chief Executive Officer, Mr. Murphy, and our Chief Financial Officer, Mr. Serrano, further strengthening the alignment of their compensation with the long-term interests of our stockholders. For additional information on the 2021 compensation of our NEOs, please refer to the Compensation Discussion and Analysis (“CD&A”), beginning on page 40.

William D. Sullivan, the current Chairman of our Board of Directors, will retire from the board upon the expiration of his term at the upcoming Annual Meeting, and therefore, has not been nominated for reelection. Mr. Williams was appointed to the Board of Directors in 2021 consistent with a Cooperation Agreement, dated as of March 24, 2021, by and among the Company, Bradley L. Radoff and The Radoff Family Foundation.

Our board determined that John F. Glick, currently the Chairman of the Nominating, Governance and Sustainability Committee, would succeed Mr. Sullivan as Chairman of our Board of Directors and Gina A. Luna would succeed Mr. Glick as Chairman of the Nominating, Governance and Sustainability Committee immediately following the Annual Meeting. Also, immediately following the Annual Meeting, the Board of Directors expects to set the size of the board at seven directors. Proxies solicited hereby cannot be voted for a greater number of persons than the nominees for director set forth below.

Our Board of Directors believes that each director nominee for election at the Annual Meeting is highly qualified. The director nominees’ biographies (below) describe the specific experience, qualifications, attributes, and skills that have been considered by the Nominating, Governance and ~~Corporate Governance~~Sustainability Committee and contributed to such individuals’ being nominated for our Board of Directors. As their biographies indicate, all the director nominees possess significant leadership and professional experience, knowledge, including energy industry knowledge, and skills that qualify them for service on our board. Each director, other than Mr. ~~Brightman, our Chief Executive Officer, and Mr.~~ Murphy, our President and Chief ~~Operating~~Executive Officer, satisfies the independence requirements under the listing standards of the New York Stock Exchange (“NYSE”). All directors satisfy the criteria stated in our Corporate Governance Guidelines and possess the personal characteristics essential for the proper and effective functioning of our board.

The terms of office of each of the ~~nine~~eight current directors will expire at the time of the Annual Meeting. The Nominating, Governance and ~~Corporate Governance~~Sustainability Committee of the Board of Directors has recommended, and the Board of Directors has nominated and urges you to vote “FOR”, the election of the ~~nine~~seven persons listed below who have been nominated to serve one-year terms as directors. Each of the nominees has consented to be named in this ~~proxy statement~~Proxy Statement and to serve as a director, if elected.

A plurality vote is required for the election of directors in Proposal No. ~~1, subject to our majority voting policy discussed below.~~1. This means that, if a quorum is present at the Annual Meeting, the ~~nine~~seven nominees receiving the greatest numbers of “FOR” votes will be elected to serve as directors. Please see the "General Information About the Meeting and Voting" section in this ~~proxy statement~~Proxy Statement for additional information.

It is intended that the proxies solicited hereby will be voted “FOR” the election of such nominees, unless the authority to do so has been withheld by you. If, at the time of the Annual Meeting, any of the nominees should be unable or decline to serve, the discretionary authority provided in the proxy will enable the proxy holder to vote for a substitute nominee of the Board of Directors. The Board of Directors has no reason to believe that any substitute nominee will be required.

Majority Vote ~~Policy:~~Policy: Our Corporate Governance Guidelines provide that in an uncontested election (that is, an election where the number of nominees is not greater than the number of directors to be elected), any nominee who receives a greater number of votes WITHHELD for his or her election than votes FOR such election shall, following certification of the stockholder vote, unless such nominee has previously submitted an irrevocable resignation in accordance with the majority vote policy, promptly tender his or her resignation to the Chairman of the Board of Directors. The Nominating, Governance and ~~Corporate Governance~~Sustainability Committee is required to recommend to the Board of Directors whether such tendered resignation should be accepted or rejected. The Board of Directors will then determine whether to accept or reject the tendered resignation. Following the Board of Director’s decision on the Nominating, Governance and Sustainability Committee’s recommendation, we will promptly disclose the Board of Director’s decision and ~~decision~~decision- making process regarding a tendered resignation in a document filed with the Securities and Exchange Commission (the “SEC”). Each of the director nominees has previously submitted an irrevocable resignation letter. Please read our Corporate Governance Guidelines posted in the Corporate Governance section of the Investor Relations area of our website at www.tetratec.com for more information regarding our majority vote policy.

See “Beneficial Stock Ownership of Certain Stockholders and Management” on page 7369 for information regarding the number of shares of our common stock owned by each nominee.

Mr. Baldwin has served as a member of our Board of Directors since January 2014 and as Chairman of our Audit Committee since May 2014. Mr. Baldwin served as the executive vice president and chief financial officer of Dresser-Rand Group, Inc., a public company subject to the reporting requirements of the Securities Exchange Act of 1934 (a "Public Company "), from August 2007 until his retirement in May 2013. Prior to joining Dresser-Rand, he served as the executive vice president, chief financial officer, and treasurer of Veritas DGC Inc., a Public Company, from August 2004 through February 2007, and operating partner at First Reserve Corporation from April 2003 through July 2004. Mr. Baldwin served as executive vice president and chief financial officer for NextiraOne from October 2001 through August 2002, and as chairman of the board and chief executive officer for Pentacon Inc. from 1997 through 2001. From 1980 through 1997, Mr. Baldwin served in a variety of finance and operations positions with Keystone International Inc., including treasurer, chief financial officer, and president of the Industrial Valves

and Controls Group. Mr. Baldwin currently serves as a director and as a member of the audit committee of KBR, Inc. and as a director and as a member of the audit committee of Nine Energy Service, Inc., both of which are Public Companies. He previously served as a director of Seahawk Drilling Inc. from August 2009 until February 2011. Mr. Baldwin has a B.S. in Mechanical Engineering from Duke University and an MBA from Tulane University.

Dr. Bates ~~has~~ served as a member of our Board of Directors since November 2011, as Chairman of our Human Capital Management and Compensation Committee since May 2014, and as a member of that committee since May 2012. Dr. Bates is a private investor and currently an adjunct professor in the Finance Department at Texas Christian University where he teaches in the MBA program at the Neeley School of ~~Business.~~Business and serves on the board of the Ralph Lowe Energy Institute. Dr. Bates joined Lime Rock Management LP, an energy-focused private equity firm, as a managing director in 2001 and became a senior advisor of the firm in 2010 before retiring in 2013. Dr. Bates had 25 years of experience in oil service management and operations before joining Lime Rock. He served from 1998 through 2000 as president of the Discovery Group of Baker Hughes and was responsible for the integration of Western Atlas into Baker Hughes. Earlier, he served as president and chief executive officer of Weatherford Enterra. Previously, Dr. Bates spent 15 years with Schlumberger in both domestic and international locations and was responsible for the Anadrill business unit when early MWD and LWD tools were commercialized. Dr. Bates began his career with Shell Oil Company, where he conducted drilling research. Dr. Bates has been a personal investor and/or a corporate investor in more than a dozen oil service technology startups. Dr. Bates also serves ~~as chairman of~~on the board of directors and ~~a member~~as chairman of the compensation and leadership development committee and member of the audit ~~committees~~committee of ~~Independence Contract Drilling,~~SSR Mining, Inc., a Canadian publicly traded company, and as chairman of the board of directors and a member of the ~~compensation and nominating and governance committees of Tidewater Inc., both of which are Public Companies. Dr. Bates also serves on the board of directors and as chairman of the compensation~~audit committee ~~of Alacer Gold Corporation, a Canadian publicly traded company, and as chairman of the board of directors~~ of Vantage Drilling International, a ~~Public Company~~public company that trades on the OTC. Dr. Bates previously served on the boards of ~~Hercules Offshore,~~Independence Contract Drilling, Inc. from ~~2004~~August, 2014 through ~~November 2015, Natco Group,~~June, 2020, Weatherford International, plc from December 2019 until June 2020, and Tidewater Inc. from ~~2003 through 2009, and T-3 Energy Services from 2007 until it was acquired in 2011.~~July 2017 to October 2019. Dr. Bates is a graduate of the University of Michigan with a Ph.D. in Mechanical Engineering.

Mr. Brightman has served as our Chief Executive Officer and as a director since May 2009. From May 2009 until February 2018, he also served as our President. He served as our Executive Vice President and Chief Operating Officer from April 2005 through May 2009. Mr. Brightman also serves as chairman of the board of directors of our CSI Compressco GP Inc. subsidiary, the general partner of CSI Compressco LP ("CSI Compressco" or “CCLP”), one of our consolidated subsidiaries and a publicly traded limited partnership subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). On February 22, 2019, Mr. Brightman informed the board of his intent to retire from his position as Chief Executive Officer of our Company and as Chairman of the board of directors of CSI Compressco GP Inc. immediately following the Annual Meeting. From April 2004 to April 2005, Mr. Brightman was self-employed. Mr. Brightman served as president of the Dresser Flow Control division of Dresser, Inc. from April 2002 until April 2004. From November 1998 to April 2002, Mr. Brightman was president of the Americas Operation of the Dresser Valve Division of Dresser, Inc. He served in other capacities during the earlier portion of his career with Dresser, from 1993 to 1998. From 1982 to 1993, Mr. Brightman served in several financial and operational positions with Cameron Iron Works and its successor, Cooper Oil Tools. Mr. Brightman also serves on the board of directors and as a member of the compensation and nominating and governance committees of C&J Energy Services, Inc., a Public Company. Mr. Brightman received his B.S. degree from the University of Pennsylvania and his Master of Business Administration degree from the Wharton School of Business.

Mr. Coombs has served as a member of our Board of Directors since June 1994. He has served as a member of our Nominating and Corporate Governance Committee since July 2012 and as a member of our Audit Committee since May 2015. Mr. Coombs currently serves as a director of our CSI Compressco GP Inc. subsidiary, the general partner of CSI Compressco, also one of our consolidated subsidiaries and a publicly traded limited partnership subject to the reporting requirements of the Exchange Act. From April 2005 until his retirement in June 2007, Mr. Coombs served as our Executive Vice President of Strategic Initiatives, and from May 2001 to April 2005, as our Executive Vice President and Chief Operating Officer. From January 1994 to May 2001, Mr. Coombs served as our Executive Vice President - Oil & Gas, from 1987 to 1994 he served as Senior Vice President - Oil & Gas, and from 1985 to 1987, as General Manager - Oil & Gas. He has served in numerous other positions with us since 1982. Mr. Coombs is presently a director and serves on the audit and corporate governance committees of the board of directors of Balchem Corporation, a Public Company.

Mr. Glick has served as a member of our Board of Directors since January 2014, as Chairman of our Nominating, Governance and ~~Corporate Governance~~Sustainability Committee since May 2015 and has been a member of that committee and our Human Capital Management and Compensation Committee since May 2014. Mr. Glick served as the chief executive officer and a director of Lufkin Industries, Inc., a ~~public company subject to the reporting requirements of the Exchange Act,~~Public Company, from March 2008 until his retirement in July 2013 and served as Lufkin’s president and a director since August 2007. During his tenure, Mr. Glick oversaw the growth of Lufkin and, ultimately, the sale of the company to General Electric in July 2013. From September 1994 through August 2007, Mr. Glick served as the vice president and general manager of Lufkin’s Power Transmission Division. He served as vice president and general manager of Lufkin’s Oilfield Division from August 2007 through August 2008. Prior to joining Lufkin, from 1974 through 1994, Mr. Glick held several senior management level positions with Cameron Iron Works, Inc. Mr. Glick currently serves as the non-executive chairman of the board of directors, chairman of the nominating and governance committee, and an ex-officio member of the audit and remuneration committees of Hunting PLC, ~~an FTSE 350~~a public company traded on the London Stock ~~Exchange. Mr. Glick~~Exchange and also serves as the ~~vice chairman of the board of directors~~Treasurer of CHI St. Luke's Health and sits on its executive ~~committee and is a director~~committee. Mr. Glick previously served on the board of ~~CHI St. Luke's Memorial Health.~~Weatherford International plc from December 2019 until June 2020. Mr. Glick received a B.S. in Journalism from the University of Kansas and graduated from the Harvard Graduate School of Business Program for Management Development.

Ms. Luna has served as a member of our Board of Directors since July 2018 and ~~as a member of~~currently serves on our Audit Committee and our Nominating, Governance and ~~Corporate Governance Committee since July 2018.~~Sustainability Committee. Ms. Luna has served as a managing partner of GP Capital Partners since November 2020 and served as the ~~Chief Executive Officer~~chief executive officer of Luna Strategies, LLC, an independent consulting firm, ~~since~~from November ~~2016.~~2016 to September 2021. Prior to that, Ms. Luna served at JPMorgan Chase &and Co. for 21 years, holding several senior management level positions, most recently as ~~Managing Director,~~managing director, Chase Commercial Banking, from 2009 to November 2016, as ~~Chief Marketing Officer,~~chief marketing officer, Chase

Commercial Banking, from 2005 to 2009, and as ~~Chief Operating Officer,~~chief operating officer, Commercial &and Investment Banking, South Region, from 2000 to 2005. Ms. Luna has also served on the board of directors and as a member of the audit committee of Roku, Inc., a Public Company, since December 7, 2020. Ms. Luna received a Bachelor of Science in Business Administration, with majors in finance and management, from Texas A&M ~~University.~~University and earned an NACD Directorship Certification through the NACD Directorship Certification program. NACD Directorship Certified directors establish themselves as committed to continuing education on emerging issues and to helping to elevate the profession of directorship.

Mr. Murphy has served as our President and Chief Executive Officer since May 2019, as our President and Chief Operating Officer ~~since~~from February 2018 until his promotion to Chief Executive Officer in May 2019, and as a director since December 2018. ~~In connection with Mr. Brightman’s planned retirement, our Board of Directors has appointed Mr. Murphy~~From May 2019 to ~~the role of Chief Executive Officer, to be effective on Mr. Brightman’s retirement.~~January 2021, Mr. Murphy also ~~serves~~served as ~~a director~~President and chairman of ~~our~~the board of directors of CSI Compressco GP ~~Inc. subsidiary,~~LLC, the general partner of CSI Compressco LP, formerly one of our consolidated subsidiaries and a publicly traded limited ~~partnership subject~~partnership. Mr. Murphy served as a director of CSI Compressco GP LLC from February 2018 to ~~the reporting requirements of the Exchange Act.~~January 2021. Prior to joining TETRA, Mr. Murphy served as chief executive officer of Paradigm Group B.V., a private company focused on strategic technologies for the upstream energy industry, from January 2016 until February 2018. Mr. Murphy previously served at Halliburton Company and its affiliated companies for 3426 years and held numerous international and North America positions, most recently as senior vice president - global business development and marketing from 2012 to December 2015, as senior vice president - business development Eastern Hemisphere from 2011 to 2012, and as senior vice president - Europe/Sub–Saharan Africa region from 2008 to 2011. Earlier in his career, from 1981 until 1989, Mr. Murphy held several positions with increasing responsibility at Gerhart Industries. Mr. Murphy received his B.S. degree in Chemical Engineering from Pennsylvania State University and is an alumnus of Harvard Business School’s Advanced Management Program.

Mr. Sullivan has served as a member of our Board of Directors since August 2007 and as Chairman since May 2015. He previously served as Chairman of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. From 1981 through August 2003, Mr. Sullivan was employed in various capacities by Anadarko Petroleum Corporation, most recently as executive vice president, exploration and production. Mr. Sullivan has been retired since August 2005. Mr. Sullivan serves as a director and a member of the audit committee of our CSI Compressco GP Inc. subsidiary, the general partner of CSI Compressco, also one of our consolidated subsidiaries and a publicly traded limited partnership subject to the reporting requirements of the Exchange Act. Mr. Sullivan is the non-executive chairman of the board of directors of SM Energy Company, a Public Company. From February 2007 to May 2015, Mr. Sullivan served as a director and as a member of the conflicts and audit committees of Targa Resources Partners GP, LLC, the general partner of Targa Resources Partners LP, and from March 2006 to September 2018, Mr. Sullivan served as a director and as a member of the audit, nominating and corporate governance and conflicts, and compensation committees of Legacy Reserves GP, LLC, the general partner of Legacy Reserves, LP, both of which are publicly traded entities. Mr. Sullivan received his B.S. degree in Mechanical Engineering from Texas A&M University.

Ms. McGee has served as a member of our Board of Directors and as a member of our Nominating, Governance and Sustainability Committee and our Human Capital Management and Compensation Committee since February 2022. Ms. McGee founded SDBM Executive and Strategic Advisory, LLC (“SDBM”) in May, 2021, an independent advisory service to the new energy, chemicals, materials, mining, and oil and gas industries. Through SDBM, and prior to her appointment, Ms. McGee served as a consultant to the Company from August 11, 2021 to December 31, 2021. Prior to that, Ms. McGee served at Albemarle Corporation for 33 years, holding several senior management level positions, most recently as Vice President, Investor Relations & Corporate Development from 2016 through January, 2021, Vice President, Asia Pacific Region and Global Fire Safety Sales from 2014-2016, Vice President, Sales – Americas from 2013-2014, Division Vice President, Performance Chemicals from 2008-2013, and Global Business Director, Industrial Bromides from 2005-2008. Albemarle is one of the largest global producers of lithium and lithium derivatives, and bromine and bromine derivatives, of which Ms. McGee participated in many of those strategic discussions. Ms. McGee earned an Executive MBA Certificate from Louisiana State University and MS and BS degrees in Chemical Engineering from the University of Arkansas.

Mr. ~~Winkler~~Williams has served as a member of our Board of Directors since ~~August 2015,~~March 2021 and as a member of our Audit Committee and Human Capital Management and Compensation Committee since ~~October 2015~~April 2021. Most recently, Mr. Williams served as the Chief Executive Officer of Nexeo Plastics Holdings, Inc., a global plastics distributor, from April 2019 until June of 2020 and from September 2012 to March of 2019 as Executive Vice President of Nexeo Solutions, Inc. Mr. Williams has been retired since June 2020. Prior to joining Nexeo Solutions, from 2007 to 2012 Mr. Williams served as President of Momentive Global Sealants, a global specialty sealants business, and President of Momentive Performance Materials, a silicone specialty materials business. Earlier in his career, Mr. Williams spent 22 years serving in industrial and material business leadership roles at General Electric Company

and led businesses globally in the Americas, Europe, and Asia across a broad sector of markets. Since January 1, 2022, Mr. Williams has served as the executive chairman of the board of managers of Covia Holdings, LLC, a provider of minerals-based solutions serving the industrial and energy markets, has served as a member of ~~our Compensation Committee~~its audit committee and compensation committee since ~~May 2018. Mr. Winkler~~December 2020, and served as chairman of the board ~~and chief executive officer~~ of ~~Complete Production Services Inc.~~managers from ~~March 2007 until February 2012, at which time he retired in connection with the acquisition of Complete by Superior Energy Services, Inc. From June 2005~~December 2020 to ~~March 2007,~~December 2021. Mr. Winkler served as Complete Production Services Inc.'s president and chief executive officer. Prior to that, from March 2005 to June 2005, Mr. Winkler served as the executive vice president and chief operating officer of National Oilwell Varco, Inc. and from May 2003 until March 2005, as the president and chief operating officer and from April 1996 to May 2003 as chief financial officer of such company’s predecessor, Varco International, Inc. From 1993 to April 1996, Mr. Winkler served as the chief financial officer of D.O.S., Ltd., a privately held company that was acquired by Varco International in April 1996. Prior to joining D.O.S., Ltd., Mr. Winkler served as chief financial officer of Baker Hughes INTEQ, and served in a similar role for various companies owned by Baker Hughes Incorporated. Mr. WinklerWilliams has served as a director of the general partner of Hi-Crush Partners LP since 2012 and currently serves as chairman of its audit and conflicts committees, and as a director of Commercial Metals Company since 2012 and currently serves as the lead director and as a member of its compensation and finance committees, both of which are Public Companies. Mr. Winkler also served on the board of ~~Eclipse Resources~~directors of Kirby Corporation, a Public Company, since July 2021. Mr. Williams earned his M.B.A. from ~~2014 until its merger with Blue Ridge Mountain Resources on March 1, 2018~~the Haas School of Business at the University of California, Berkeley, and ~~on the board of Dresser-Rand Group, Inc. from 2007 until its merger with Siemens AG in July 2015. Mr. Winkler received~~ a B.S. ~~degree~~ in ~~Accounting~~electrical engineering from ~~Louisiana State~~Purdue University.

PROPOSAL NO. 2 – Ratification of Selection of Independent Registered Public Accounting Firm

Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm

Proposal No. 2 requests stockholder approval of the ~~Board of Directors’~~Audit Committee’s selection of the firm of ~~Ernst & Young~~Grant Thornton LLP (“~~EY”~~GT”) as our independent registered public accounting firm, or “independent auditors”, for the year ending December 31, ~~2019.~~2022.

The Audit Committee evaluates the selection of the independent auditors each year and has selected EYGT for the current year. EYGT has served as our independent auditors since ~~1981.~~June 2020. The Audit Committee concluded that many factors contribute to the continued support of ~~EY’s~~GT’s independence, such as the oversight of the Public Company Accounting Oversight Board (“PCAOB”) through the establishment of audit, quality, ethics, and independence standards, in addition to conducting audit inspections, the mandating of reports on internal control over financial reporting, PCAOB requirements for audit partner rotation, and limitations imposed by regulation and by our Audit Committee on non-audit services provided by ~~EY.~~GT. The Audit Committee reviews and pre-approves all audit and non-audit services to be performed by EYGT as well as reviews and approves the fees charged by EYGT for such services. The Audit Committee pre-approved all audit and non-audit services performed by GT during the last two fiscal years. In its review and pre-approval of non-audit service fees, the Audit Committee considers, among other factors, the possible impact of the performance of such services on the auditors’ independence. In addition, under the auditor independence rules, EYGT reviews its independence each year and delivers to the Audit Committee a letter addressing matters prescribed in those rules. Please see the Audit Committee Report on page 3235 for additional information regarding the Audit Committee’s evaluation of ~~EY.~~GT.

In accordance with ~~applicable~~SEC rules, onaudit partners for independent registered public accounting firms are also subject to rotation requirements that limit the number of consecutive years an individual partner may serve in certain roles. For lead and concurring audit partners, the maximum is five consecutive years of service. We select the lead partner from our independent registered public accounting firm pursuant to this rotation ~~EY’s coordinating partner for our audit was changed in 2018, commencing~~policy following meetings with ~~the 2018 audit,~~potential candidates and ~~will rotate off our account no later than following~~discussions between the ~~completion of the 2022 audit. The~~ Audit Committee ~~was involved in the selection of the new coordinating partner. EY’s engagement quality review partner for our audit was also changed in 2018~~ and ~~will rotate off our account no later than following the completion of the 2022 audit.~~management.

The Audit Committee considers, among other factors, the fact that we require global, standardized, and well-coordinated services, not only for audit purposes, but for other non-audit service items, including statutory audits and various regulatory certification items. Some of these services are provided to us by multinational audit and accounting firms other than ~~EY.~~GT. A change in our independent auditor may require us to replace one or more of these other multinational service providers and could significantly disrupt our business due to a loss of cumulative knowledge in such service providers’ areas of expertise.

~~PROPOSAL NO. 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Board of Directors recommends that you vote “FOR” ratification and approval of the appointment of EYGT as our independent registered public accounting firm for the ~~2019~~2022 fiscal year, and proxies returned will be so voted unless contrary instructions are indicated thereon.

As a matter of good corporate governance, the Board of Directors submits the selection of the independent registered public accounting firm to our stockholders for ratification. If our stockholders do not ratify the

PROPOSAL NO. 2 – Ratification of Selection of Independent Registered Public Accounting Firm

appointment, the Audit Committee may reconsider its selection of the firm as our independent registered public accounting firm for the year ending December 31, ~~2019,~~2022, but the Audit Committee may also elect to retain the firm. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if the committee determines that such change would be appropriate. Representatives of EYGT are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions from stockholders.

Approval of Proposal No. 2 requires the affirmative vote of a majority of the common shares represented in person or by proxy and entitled to vote on the proposal at the ~~annual meeting of stockholders.~~2022 Annual Meeting. Please see the "General Information About the Meeting and Voting" section in this ~~proxy statement~~Proxy Statement for additional information.

In Proposal No. 3, we are asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers ~~(“NEOs”~~(collectively, the “Named Executive Officers” or “NEOs”) pursuant to Section 14A of the Exchange Act, as disclosed in this ~~proxy statement~~Proxy Statement in accordance with SEC rules. While this vote is not binding on our Company, the results of the votes on this proposal will be carefully considered by the Board of Directors and the Human Capital Management and Compensation Committee (“HCMCC”) of our Board of Directors when making future executive compensation decisions. The next such vote will occur at the ~~2020~~2023 Annual Meeting of ~~Stockholders~~Stockholders.

The following are some of the key topics discussed in greater detail in the CD&A and in other sections of this ~~proxy statement,~~Proxy Statement, and stockholders are encouraged to read these other sections.

Our Board of Directors believes that our compensation program is effective in implementing our compensation philosophy and furthering our strategic goals and objectives. Pursuant to SEC rules, we are asking our stockholders to approve the compensation of our NEOs as disclosed in the CD&A (beginning on page ~~38)~~40), the compensation tables (beginning on page ~~63)~~59) and the narrative discussion following the compensation tables. This advisory stockholder vote, commonly known as “say-on-pay,” gives you as a stockholder the opportunity to approve or not approve our executive compensation program and policies through the following resolution:

“RESOLVED, that the stockholders of TETRA Technologies, Inc. approve, on an advisory basis, the compensation of its named executive officers as disclosed in the Company’s ~~2019~~2022 Proxy Statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure contained in this Proxy Statement.”

The Board of Directors recommends that you vote “FOR” approval of the named executive officer compensation as disclosed pursuant to the executive compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion as contained in this ~~proxy statement.~~Proxy Statement. Proxies returned will be so voted unless contrary instructions are indicated thereon.

Approval of Proposal No. 3, on an advisory basis, requires the affirmative vote of a majority of the common shares represented in person or by proxy and entitled to vote on the proposal at the annual meeting of stockholders. Please see the "General Information About the Meeting and Voting" section in this ~~proxy statement~~Proxy Statement for additional information.

In accordance with SEC rules, we have set forth below a shareholder proposal and supporting statement from Kenneth Steiner of 14 Stoner Ave., 2M, Great Neck, NY 11021-2100, who has indicated he is the beneficial owner of at least 1,000 shares of our common stock since at least September 1, 2018 and intends for the following proposal to be presented at the 2022 Annual Meeting. In accordance with Rule 14a-8(h) of the Exchange Act, the shareholder proposal is required to be voted on at the 2022 Annual Meeting only if properly presented by the shareholder proponent or his qualified representative at the meeting. The text of the shareholder’s resolution and the statement that the shareholder furnished to us in support thereof appear below, exactly as submitted, and we are not responsible for inaccuracies or omissions therein.

RESOLVED, Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes any existing supermajority vote requirement that result from default to state law and can be subject to elimination.

Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareholders but opposed by a status quo management.

This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner. The votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice.

Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. This proposal topic also won 99%-support at the 2021 ConocoPhillips annual meeting.

There should be urgency in reforming our outdated corporate governance given that our stock was at $12 in 2014.

The Board of Directors is not recommending a vote for or against Proposal No. 4. Rather, the Board of Directors is interested in the viewpoints of the Company’s stockholders and will evaluate the voting results on Proposal No. 4, together with additional stockholder input received in the course of our regular stockholder engagement program, in determining what actions it will take. Stockholders should note that this proposal is advisory in nature only and approval of this proposal would not, by itself, implement a majority voting standard as described in the proposal.

Our Board of Directors and our stockholders would need to take subsequent action to amend our Certificate of Incorporation and our Bylaws.

The Board of Directors takes no position and makes no recommendation on this proposal. Proxies signed but where no voting instruction is indicated will be voted ABSTAIN.

Approval of Proposal No. 4, on an advisory basis, requires the affirmative vote of a majority of the common shares represented in person or by proxy and entitled to vote on the proposal at the annual meeting of stockholders. Abstentions will be counted as present and entitled to vote on the proposal and will therefore have the same effect as a vote against the proposal. Broker non-votes will have no impact on this proposal if a quorum is present. Please see the "General Information About the Meeting and Voting" section in this Proxy Statement for additional information.

The Board of Directors has adopted Corporate Governance Guidelines that address applicable NYSE corporate governance listing requirements and various other corporate governance matters. The Board of Directors believes the Corporate Governance Guidelines assist in ensuring that:

Our Corporate Governance Guidelines provide for a majority vote principle in connection with the election of our directors. This means that in an uncontested election (that is, an election where the number of nominees is not greater than the number of directors to be elected), any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation to the Chairman of the Board unless such nominee has previously submitted an irrevocable letter of resignation in accordance with our Corporate Governance Guidelines. The Corporate Governance Guidelines also provide that the Board of Directors may require, in order for any incumbent director to become a nominee for further service on the Board of Directors, that such incumbent director submit to the Board of Directors an irrevocable letter of resignation. The irrevocable letter of resignation is conditioned upon, and will not become effective until there has been (i) a failure by that nominee to receive more votes “for” his or her election than votes “withheld” from his or her election in any uncontested election of directors and (ii) acceptance of the resignation by the Board of Directors. In the event a director receives a greater number of votes “withheld” from his or her election than “for” his or her election, the Nominating, Governance and ~~Corporate Governance~~Sustainability Committee will make a recommendation to the Board of Directors regarding the action to be taken with respect to the tendered resignation. A director whose resignation is being considered will not participate in any committee or Board of Directors meetings where his or her resignation is being considered. The Board of Directors will consider the Nominating, Governance and ~~Corporate Governance~~Sustainability Committee’s recommendation and decide whether to accept the tendered resignation within 90 days following the certification of the stockholder vote, and the Board of Directors will promptly and publicly disclose its decision. Each of the nominees for election to the Board of Directors has submitted an irrevocable letter of resignation in accordance with our Corporate Governance Guidelines.

The following governance documents are available in the Corporate Governance section of the Investor Relations area of our website at www.tetratec.com and are also available upon written request addressed to Corporate Secretary, TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380:

If any substantive amendments are made to the Code of Ethics for Senior Financial Officers, the nature of such amendment will be disclosed on our website. In addition, if a waiver from either the Code of Business Conduct or the Code of Ethics for Senior Financial Officers is granted to an executive officer, director, or principal accounting officer, the nature of such waiver will be disclosed on our website.

Director Independence and Transactions Considered in Independence Determinations

Director Independence. The NYSE listing standards and our Corporate Governance Guidelines require our Board of Directors to be comprised of at least a majority of independent directors. Our Board of Directors determines independence in accordance with the listing requirements of the NYSE, taking into consideration such facts and circumstances as it considers relevant. In order to assist the Board of Directors in making its determination of whether directors are independent, each director completed and delivered to us a questionnaire designed to solicit accurate and complete information that may be relevant in making such independence determinations. The Board of Directors, with the assistance of the Nominating, Governance and ~~Corporate Governance~~Sustainability Committee, reviewed summaries of responses to such questionnaires and such other information considered relevant with respect to the existence of any relationships between a director and us. All of the directors who serve as members of the Audit Committee, Human Capital Management and Compensation Committee and the Nominating, Governance and ~~Corporate Governance~~Sustainability Committee are independent as required by the NYSE corporate governance rules. Under these rules, Audit Committee members also satisfy the separate SEC independence requirements, and the Human Capital Management and Compensation Committee members satisfy the additional NYSE independence requirements.

The Board of Directors has affirmatively determined that the following directors are independent:

Transactions Considered in Independence Determinations. In making its independence determinations, our Board of Directors considered transactions that occurred between us and entities associated with the independent directors and their immediate family members.

Mr. Sullivan is a director of SM Energy ~~Company and Mr. Winkler was a director of Eclipse Resources until March 1, 2018 and is currently a director of Commercial Metal~~ Company. ~~Each of these entities~~SM Energy or ~~their~~its affiliates is a customer of TETRA, ~~or CSI Compressco,~~ although ~~their interests~~Mr. Sullivan’s interest in these transactions ~~were~~was not considered to be material and therefore did not impact ~~the applicable director’s~~his independence. In addition, Messrs. Sullivan and Coombs are directors of CSI Compressco GP Inc., the general partner of CSI Compressco, which are subsidiaries of ours. We have an ongoing business relationship with CSI Compressco. We have considered the foregoing and have concluded that these transactions and relationships did not disqualify ~~Messrs.~~Mr. Sullivan ~~Winkler, and Coombs~~ from being considered independent under the rules of the NYSE. Our Board of Directors has also determined that ~~none of Messrs.~~Mr. Sullivan ~~Winkler, or Coombs has~~does not have a material interest in these transactions and that ~~each~~he is independent.

Ms. McGee, through SDBM, provided consulting services to TETRA from August 11, 2021 to December 31, 2021 and earned $9,814 during the term of ~~them~~the agreement. We have considered the foregoing and have concluded that this relationship did not disqualify Ms. McGee from being considered independent under the rules of the NYSE. In addition, with respect to Ms. McGee’s service on the HCMCC, our Board of Directors determined that the consulting fees received by Ms. McGee prior to her appointment did not impair her independence from management or ability to make independent executive compensation judgments and determined that she is ~~independent.~~independent for board and all committee purposes.

Based upon ~~their~~his ongoing employment with us, the Board of Directors has determined that ~~Messrs. Brightman and~~Mr. Murphy ~~are~~is not independent.

Board Leadership Structure; Separation of Positions of Chairman and Chief Executive Officer

As set forth in our Corporate Governance Guidelines, we require the separation of the positions of Chairman of the Board and Chief Executive Officer. Our Board of Directors believes that the separation of these positions strengthens the independence of our Board of Directors and its ability to carry out its roles and responsibilities on behalf of our stockholders. Our Chief Executive Officer is responsible for setting the strategic direction for TETRA and provides the day-to-day leadership of its operations and performance, while ~~Mr. Sullivan, as~~our Chairman provides overall leadership to our Board of Directors in its oversight function. AsOur Chairman ~~Mr. Sullivan~~ serves as the presiding director of executive sessions of the non-management and independent directors.

Our board is responsible for, and committed to, the oversight of the business of TETRA. In carrying out this responsibility, our board advises senior management, ~~to help drive~~which is, in turn, responsible for the operations of our Company and driving long term value creation for our stockholders. Our board discusses and receives regular updates on a wide variety of matters affecting ~~TETRA.~~

TETRA and the primary focus areas are business strategy, risk management, financial reporting and compliance, corporate governance and sustainability, CEO performance,

executive succession planning, and diversity and inclusion. In many of these areas, significant responsibilities are delegated to the board’s committees, which are responsible for reporting to the board on their activities and actions. Please refer to “Board Role in Risk Oversight” for additional information on our committees.

Enterprise Risk Management. The board’s oversight of risk management is enhanced by the detailed information it receives as a result of our Enterprise Risk Management (“ERM”) program. Our ERM process is designed to identify potential key risks that may affect TETRA and manage risk within an established level of acceptable risk. The ERM assessment is performed quarterly and involves evaluation of key risk indicators. During the quarterly ERM assessment, management will review and, to the extent necessary, update or supplement a list of key risks affecting each respective business area along with the corresponding risk mitigation strategies. As part of the risk monitoring process, management evaluates each risk according to its likelihood of occurrence and, assuming that the development or event at risk was to occur, its most likely impact on our financial condition, operations, industry or reputation. The most significant risk items identified in each quarterly assessment are discussed with the Audit Committee. In addition, a complete copy of the ERM report is distributed to and discussed by the full board on an annual basis.

Cyber Security Risk Oversight. The board, with the assistance and support of the Audit Committee, oversees our management of cyber security risk. TETRA has taken a number of steps to manage and mitigate our cyber security risk, including entering into an information security risk insurance policy, establishing a dedicated IT security resource, engaging an independent firm to assess our security, improving our security posture, and rolling out continuing information security training to our employees. In addition, our IT organization has completed a ransomware incident response exercise and our management team has recently participated in a cyber incident response exercise conducted by an independent firm. At each quarterly meeting the Audit Committee receives an update from management regarding our cyber security risk profile and the board receives a cyber security report from management on an annual basis.

Human Capital Management Risk Oversight. We believe our efforts around human capital management add long-term value to our business and foster an inclusive culture for our employees. We have demonstrated a commitment to diversity through the people who guide our Company – starting at the top. Three of the seven director nominees (43% of our nominees) are women or racially diverse. Our board, Human Capital Management and Compensation Committee and our other committees play a role in the active oversight of our human capital management program. This is accomplished by focusing on these key areas: safety, talent development, inclusion and diversity, ethics and compliance, talent acquisition and retention, and compensation and benefits.

The following table summarizes the role of the board and each of its committees in overseeing risk:

We engage with our investors in a variety of ways. Our CEO and Chief Financial Officer regularly meet with investors, prospective investors, and investment analysts. These meetings are generally focused on company performance and strategy and may include other senior leaders at TETRA.

Our Board of Directors has a well-developed stockholder engagement program that emphasizes biannual engagement and direct communication with our board, primarily the Chairman of the Board and the Chairmen of the Nominating, Governance and Sustainability Committee and the Human Capital Management and Compensation Committee. In general, our board’s discussions with our stockholders center around the following topics:

Our Board of Directors is focused on integrating sustainability into our Company’s long-term strategy. We are committed to operating in a sustainable manner and being a responsible corporate citizen for the benefit of our customers, investors, employees, the environment and the communities in which we operate. We focus on environmental stewardship, the health and safety of our workforce, the recruitment, development and retention of our workforce, and community engagement.

Our Board of Directors has adopted guidelines with regard to stock ownership for our directors and executive officers. The stock ownership guidelines are intended to align the interests of our directors and executive officers with the interests of our stockholders. Under the guidelines, our executive officers have historically been required to hold shares of our common stock with a value equal to a multiple, based upon position, of their base salary. ~~In addition to ownership of our stock, ownership of common units of CSI Compressco by our executive officers and directors count under the guidelines.~~ For purposes of these guidelines: (1) each share of our common stock ~~and each CSI Compressco common~~or unvested restricted stock unit (“RSU”) owned on the date of our Annual Meeting each year is deemed to have a value equal to the greater of (a) the trading price as of the date the applicable share ~~or common unit~~ was acquired or (b) the trading price as of the date of our Annual Meeting. The guidelines establish the following minimum ownership:

Board Committees. The Board of Directors assigns responsibilities and delegates authority to its committees, as appropriate, and the committees regularly report on their activities to the full board. During ~~2018,~~2021, the standing committees of the Board of Directors consisted of an Audit Committee, a Human Capital Management and Compensation Committee, and a Nominating, Governance and ~~Corporate Governance~~Sustainability Committee. Each committee has the authority to engage outside experts, advisors, and legal counsel to assist in its work.

The following table identifies the current chairs and membership of the board and each standing board committee. As discussed above, the board has determined that each member of the Audit, Human Capital Management and Compensation, and Nominating, Governance and ~~Corporate Governance~~Sustainability Committees is independent in accordance with NYSE standards.

Meetings and Attendance. During ~~2018,~~2021, the Board of Directors held ~~eight~~seventeen meetings, including ~~five~~seven regular and ~~three~~ten special meetings. Each member of the Board of Directors attended 75% or more of the meetings of the Board of Directors and ~~respective committee meetings.~~the meetings of the committees on which they served. Our Corporate Governance Guidelines provide that our preference is to have our directors attend the annual meeting of stockholders. All members of our Board of Directors who were serving at the time of the Annual Meeting of Stockholders in ~~2018~~2021 attended that Annual Meeting.

The Nominating, Governance and ~~Corporate Governance~~Sustainability Committee regularly considers the long-term make up of our Board of Directors, ~~how the members of our board change over time, and the need for ongoing succession planning efforts. The committee also considers~~ the experience and skills needed for our board as our business and the markets in which we do business ~~evolve. Beginning in 2013,~~evolve, and whether the ~~committee oversaw a multi-year~~composition appropriately aligns with our business and strategic needs. The Committee also considers succession planning in light of anticipated retirements and for board and committee chair and membership roles to maintain relevant expertise and depth of experience.

As a result of this ongoing process, ~~that to date~~over the last eight years we have added ~~five~~seven new independent directors, ~~to infuse~~who bring fresh and diverse perspectives into our boardroom. In addition, ~~six~~nine directors retired during the ~~2014-2018~~2014-2021 time ~~period. These~~period and one will retire at the conclusion of the 2022 Annual Meeting.

The Board has a robust process for the consideration of potential director candidates through which the Nominating, Governance and Sustainability Committee (the “Governance Committee”) establishes criteria, screens candidates, and evaluates the qualifications of persons who may be considered as nominees for director, including any candidates nominated or recommended by stockholders. The following graph illustrates our general selection process for new ~~directors have particular strength in the areas of: industry expertise, executive management, financial expertise, global operations, business strategy and risk management.~~directors:

Diversity. Although we have not adopted a separate policy with regard to the consideration of diversity when evaluating candidates for election to our board, our Corporate Governance Guidelines provide that when assessing candidates, we will consider diversity, including gender and ethnicity. The Governance Committee believes that board membership should reflect diversity in the broadest sense, taking into account our needs and the current composition of the board. We strive to maintain a diversity of backgrounds and experience among the members of the board, as we believe this improves the quality of the board’s deliberations. The Board of Directors’ final selection of board nominees is based on merit, giving consideration to the nominee’s knowledge, experience, skills in areas deemed critical to understanding our business, and personal characteristics such as integrity and judgment, diversity, including gender diversity, ethnicity, and background, and the candidates’ other time commitments.

The following chart illustrates the tenure of the director nominees of our Board of Directors. We believe the tenure of our directors provides the appropriate balance of expertise, experience, continuity, and perspective to our board to serve the best interests of our stockholders.

The Compensation Committee, the CEO, and the Vice President of Human Resources evaluate, from time to time each year, executive development and succession planning to prepare us for future success. The succession planning process covers the CEO position as well as all senior management positions. This review of executive talent determines readiness to take on additional leadership roles and identifies developmental opportunities needed to prepare our executives for greater responsibilities. Our short and long-term business strategy is considered when evaluating candidates and their skills. Where possible, our board gains insight through exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and participation in board activities. The CEO makes a formal succession planning presentation to the Compensation Committee annually in which our directors who are not members of the Compensation Committee are invited to attend.

We provide each new director with an orientation that consists of a series of in-person briefings provided by senior management and others on our business operations, strategic plans, significant accounting and risk management issues, corporate governance, compliance, and key policies and practices. The orientation sessions are tailored to the particular director depending on their orientation needs. Each director is expected to participate in continuing educational programs as necessary to maintain expertise to perform his or her responsibilities as a director. In this regard, from time to time we provide pertinent articles and information relating to our business, financial affairs, risks, competitors, corporate governance, and changes in legal and regulatory issues. We may also coordinate training and educational sessions for directors from outside experts and provide directors with tours of our facilities from time to time. We reimburse directors for reasonable costs associated with attending other relevant director education programs.

Our board recognizes the critical role that board and committee evaluations play in ensuring the effective functioning of our board. Accordingly, each year, our Nominating, Governance and ~~Corporate Governance~~Sustainability Committee appraises the framework for our board and committee evaluation process and oversees the evaluation process to ensure that the full board and each committee conduct an assessment of their performance and functioning and solicit feedback for enhancement and improvement.

Our independent non-management directors meet in executive session at each regularly scheduled meeting. These executive sessions are presided over by Mr. Sullivan or, in his absence, another independent non-management director. The independent non-management directors presently consist of all current directors other than ~~Messrs. Brightman and~~Mr. Murphy.

Our security holders and other interested parties may communicate with one or more of our directors (including the presiding director of executive sessions and the independent non-employee directors as a group) by mail sent to our Corporate Secretary, TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380, or by email at corpsecretary@tetratec.com. Such communications should specify the intended recipient or recipients. All such communications, other than commercial solicitations or communications, will be forwarded to the appropriate director or directors.

The Nominating, Governance and ~~Corporate Governance~~Sustainability Committee will consider proposals for nominees for director from our stockholders. In order to nominate a director at the annual meeting, our bylaws require that a stockholder follow the procedures set forth in Article III, Section 3 of our ~~bylaws.~~Bylaws. (This ~~bylaw~~Bylaw provision is available in the Corporate Governance section of the Investor Relations area of our website at www.tetratec.com.) In order to recommend a nominee for a director position, a stockholder must be a stockholder of record at the time the stockholder gives notice of the recommendation, and the stockholder must be entitled to vote for the election of directors at the meeting at which such nominee will be considered.

In addition to complying with the foregoing procedures, any stockholder nominating a director must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder.

The Board has a robust process for the consideration of potential director candidates through which the Nominating and Corporate Governance Committee (the “Governance Committee”) establishes criteria, screens candidates, and evaluates the qualifications of persons that may be considered for service as a director, including candidates nominated or recommended by stockholders. The following graph illustrates our selection process for new directors:

~~Diversity~~. Although we have not adopted a formal policy with regard to the consideration of diversity when evaluating candidates for election to our board, our Corporate Governance Guidelines provide that when assessing candidates, we will consider diversity, including gender diversity. The Nominating and Corporate Governance Committee believes that board membership should reflect diversity in the broadest sense, and so when reviewing candidates for nomination to the Board of Directors, the committee considers each nominee’s diversity, including gender diversity, taking into account our needs and the current composition of the board. We strive to maintain a diversity of backgrounds and experience among the members of the board, as we believe this improves the quality of the board’s deliberations. The Board of Directors’ final selection of board nominees is based on merit, giving consideration to the nominee’s knowledge, experience, skills in areas deemed critical to understanding our business, personal characteristics such as integrity and judgment, diversity, including gender diversity, ethnicity, and background, and the candidates’ other time commitments.

The Human Capital Management and Compensation Committee, the CEO, and the Vice President of Human Resources evaluate, from time to time each year, executive development and succession planning to prepare us for future success. The succession planning process covers the CEO position as well as all senior management positions and certain other key positions. This review of executive talent determines readiness to take on additional leadership roles and identifies developmental opportunities needed to prepare our executives for greater responsibilities. Our short and long-term business strategy is considered when evaluating candidates and their skills. Where possible, our board gains insight through exposure to internal succession candidates from their presentations to the board, work with individual directors or board committees, and participation in board activities. The CEO makes a formal succession planning presentation to the Human Capital Management and Compensation Committee annually in conjunction with our annual strategy meeting in which our directors who are not members of the committee are invited to attend.

We acknowledge that sales of our common stock by our executive officers will occur periodically. In particular, we believe that our executive officers who have a significant portion of their net worth in our common stock may desire to diversify their investment portfolios over time and may be required to sell our common stock to finance stock option exercises and to pay related taxes. We have established a policy for trading in our common stock. This policy is designed to help ensure compliance with federal securities laws and allow the anticipated periodic sales to occur in an orderly fashion.

Hedging Transactions. The trading policy also prohibits our directors, officers, and employees from engaging in short sales of our common stock, from buying or selling puts, calls or other derivative instruments involving our common stock, and from engaging in certain forms of hedging or monetization transactions involving our common stock. An exception to this prohibition may be granted where an officer, director or employee wishes to pledge our securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any director, officer or employee who wishes to pledge our securities as collateral for a loan must submit a request for approval to our General Counsel at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

Related Person Transaction Policy. The Board of Directors, upon recommendation of the Audit Committee, has adopted the Policy and Procedures with respect to Related Person Transactions (the “Policy”), for the review and approval of certain related person transactions. The Policy covers transactions in which (i) we, or any subsidiary of ours, are a participant, (ii) the aggregate amount involved exceeds $100,000, and (iii) any related party (generally, directors and executive officers, and their immediate family members, and 5% stockholders) has a direct or indirect material interest. The Policy generally requires that such transactions be approved in advance by the Audit Committee. Under the Policy, the Audit Committee will consider all relevant facts and circumstances available to the committee and will approve such transactions only if they are in, or are not inconsistent with, our best interests and the best interests of our stockholders. In the event a transaction is not identified as a related person transaction in advance, it will be submitted to the Audit Committee, which will evaluate the transaction, including ratification or rescission of the transaction, and possible disciplinary action.

Transactions with Related Persons. Shawn L. Shoemake, the spouse of Alicia P. Boston, our General Counsel and Chief Compliance Officer, has been an employee of the Company since July 2009. Mr. Shoemake received total compensation of approximately $143,375 for his services for the year ended December 31, 2021.

We have determined that there are no other material transactions involving a director or any other related person that require ~~disclosure.~~

The following table provides information as of December 31, ~~2018,~~2021 regarding compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance.

On August 1, 2012, Elijio V. Serrano was appointed by our Board of Directors to the positions of Senior Vice President and Chief Financial Officer. In connection with Mr. Serrano’s appointment, the Board of Directors authorized the grant to Mr. Serrano of an employment inducement award of 79,051 nonqualified stock options and 46,898 shares of restricted stock to be effective as of August 15, 2012. The exercise price of the nonqualified stock options is $6.60, which is equal to the closing price per share of our common stock on the New York Stock Exchange on August 15, 2012. The nonqualified stock options are fully vested and the award will expire on August 15, ~~2022.~~2022 and the restricted shares fully vested on August 15, 2015.

The TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan was adopted effective as of February 12, 2018. The purpose of the plan is to attract and retain the best available individuals for positions of substantial responsibility by providing a material inducement for such individuals to enter into employment with us or any of our affiliates. In connection with the employment of Brady M. Murphy, currently our President and Chief ~~Operating Officer and following the Annual Meeting, our Chief~~ Executive Officer, the Board of Directors authorized the grant to Mr. Murphy of an employment inducement award of 502,513 shares of restricted stock, effective as of February 12, 2018. Fifty percent of the shares of restricted stock vested on the one-year anniversary date of the grant, 25% vested on the second-year anniversary date of the grant, and ~~subject to Mr. Murphy’s continued employment with us and other terms and conditions set forth in~~ the ~~Restricted Stock Award Agreement between us and Mr. Murphy,~~remaining 25% of the shares of restricted stock ~~will vest~~vested on ~~each of~~ the ~~second and~~ third-year ~~anniversaries~~anniversary of the date of grant. In addition, in connection with our acquisition of Swiftwater Energy Services, LLC, the Board of Directors authorized the grant of awards totaling 420,992 shares of restricted common stock to thirteen persons as an inducement to their employment with TETRA on February 28, 2018. Subject to their continued employment with us and other terms and conditions set forth in the Restricted Stock Award Agreement between us and each of the individuals, the

shares of restricted stock ~~will vest~~vested 100% on the third-year anniversary of the date of grant. There are 76,495 shares available for future awards under the 2018 Inducement Restricted Stock Plan.

The Audit Committee oversees our financial reporting, internal controls, and audit functions on behalf of the Board of Directors. Our management has the primary responsibility for preparing our financial statements in accordance with generally accepted accounting principles, maintaining effective internal control over financial reporting and assessing the effectiveness of our internal control over financial reporting. We have a full-time internal audit department that reports to the Audit Committee. This department is responsible for the evaluation of the adequacy and effectiveness of the organizations’ governance, risk management, and internal controls as well as carrying out assigned responsibilities to achieve the organizations’ stated goals and objectives.

Our independent registered public accountants, ~~Ernst & Young~~Grant Thornton LLP, or ~~EY,~~GT, are responsible for auditing our financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB, and issuing their reports based on that audit. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements for the year ended December 31, ~~2018~~2021 that are included in our Annual Report filed with the Securities and Exchange Commission with our management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

Ernst & Young LLP was the Company’s independent registered public accounting firm for the years ended December 31, 2017, 2018, 2019, and the first quarter of 2020. On June 12, 2020, the Audit Committee approved the dismissal of Ernst & Young LLP (“Ernst & Young”) as our registered public accounting firm. On June 15, 2020, management notified Ernst & Young that it would be dismissed as our independent registered public accounting firm effective immediately. The audit reports of Ernst & Young on our consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2019 and 2018, and through June 12, 2020, there were no (a) disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter in their reports; or (b) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K). As reported in our 8-K filed June 18, 2020, the Audit Committee selected GT to be the Company’s independent registered public accounting firm for the second, third and fourth quarters of 2020.

The Audit Committee is comprised of ~~four~~three non-employee independent directors and is governed by a written charter adopted by the Board of Directors that is reviewed by the committee annually and was last amended on December ~~18, 2015.~~13, 2021. The charter is available in the Corporate Governance section of the Investor Relations area of our website at www.tetratec.com. Under the charter, the primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as to, among other duties: (1) the integrity of our financial statements, including a review of the application of accounting principles, significant financial reporting issues and judgments in connection with the preparation of the financial statements, and the effects of regulatory and accounting initiatives on the financial statements; (2) reviewing and discussing with management and our independent registered public accountants our earnings press releases, as well as public earnings guidance; (3) recommending to the ~~Board~~board the filing of our audited financial statements with the Securities and Exchange Commission; (4) our disclosure controls and procedures and internal control over financial reporting, including review of any material issues as to the adequacy of internal control over financial reporting; (5) our compliance with legal and regulatory requirements and our Code of Business ~~Conduct;~~Conduct and Code of Ethics for Senior Financial Officers; (6) the performance of our internal audit function; (7) the performance of our compliance function; (8) our enterprise risk management process; (9) our information technology security and ~~(9)~~risk, including cybersecurity, and (10) the evaluation, appointment and retention of our independent registered public accountants, including a review of the firm's qualifications, services, independence, fees and performance.

In connection with the evaluation, appointment, compensation, retention and oversight of the independent registered public accountants, each year the Audit Committee reviews and evaluates the qualifications, performance and independence of the independent registered public accountants and lead audit partner, including taking into account the opinions of management and our internal auditor. In doing so, the Audit Committee

considers a number of factors including, but not limited to: quality of services provided; sufficiency of firm resources; technical expertise and knowledge of the industry; quality of communication and interaction with the firm; known significant legal or regulatory proceedings related to the firm; external data on audit quality and performance, including PCAOB reports; independence; objectivity; and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent registered public accounting firm.

Further, the Audit Committee reviews in advance and pre-approves, ~~explicitly,~~specifically, audit and permissible non-audit services provided to us by ~~EY.~~GT. For more information regarding the Audit Committee’s preapproval procedures, please read “Audit Committee Preapproval Policies and Procedures” below.

The Audit Committee has also established procedures for the receipt, retention, and treatment, on a confidential basis, of any complaints related to accounting or compliance matters we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing matters, or anything else that appears to involve financial or other wrongdoing through one of the methods described in our Whistleblower Policy which is available in the Corporate Governance section of the Investor Relations area of our website at www.tetratec.com.

As discussed more fully in Proposal No. 2 on page 1012 of the Proxy Statement, the Audit Committee and board believe that it is in the best interests of the Company and its stockholders to continue the retention of EYGT to serve as our independent registered public accountants. Accordingly, the Audit Committee has continued retention of EYGT as the Company’s independent auditor for ~~2019. EY~~2022. GT has been the independent auditor for the Company since ~~1981.~~June 2020. Although the Audit Committee has the sole authority to appoint the independent registered public accountants, the Audit Committee will continue to recommend that the board request the stockholders, at the Annual Meeting, to ratify the appointment of the independent registered public accountants.

The Board of Directors has determined that each member of the Audit Committee is independent and possesses the necessary level of financial literacy required to enable him or her to effectively serve as an Audit Committee member and that our Audit Committee Chairman qualifies as an Audit Committee Financial Expert. There were five meetings of the Audit Committee during the year ended December 31, ~~2018.~~2021. The meetings of the Audit Committee are designed to facilitate and encourage communication among the ~~committee,~~members of the Audit Committee, management of the Company, our internal audit function, and ~~EY.~~GT.

In connection with the preparation of the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2021, the Audit Committee discussed with the Company’s internal auditors and EYGT the overall scope and ~~plans~~plan for their respective audits. The Audit Committee met with the internal auditors and ~~EY,~~GT, with and without management present, to discuss the results of their examinations, their evaluations of our internal ~~control,~~controls, including internal control over financial reporting, critical audit matters addressed during the audit, and the overall quality of our financial reporting.

The Audit Committee reviewed with ~~EY,~~GT, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with US generally accepted accounting principles, ~~EY’s~~GT’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the committee by the applicable requirements of the PCAOB, including PCAOB Auditing Standard No. 16, Communications with Audit Committees, the rules of the SEC, and other applicable regulations. In addition, the Audit Committee has discussed with EYGT their independence from our management and the Company, including the matters contained in the letter from EYGT required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services performed by EYGT with ~~EY’s~~GT’s independence.

The Audit Committee also reviewed and discussed together with management and EYGT our audited consolidated financial statements for the year ended December 31, ~~2018,~~2021, and the results of management’s assessment of the effectiveness of our internal control over financial reporting and ~~EY’s~~GT’s audit of internal control over financial reporting.

Over the course of a year, the Audit Committee has a rolling agenda covering a variety of standing matters such as briefings from the Internal Auditor on TETRA’s enterprise risk management program, it’s internal control system and on the outcomes of internal audits and notable control matters, briefings from the Chief Compliance Officer, tax matters, and information technology management and security. In 2021, in addition to the standing matters, members of management, the internal auditor, and the independent auditors also made presentations to the Audit Committee throughout the year on specific topics of interest, including ~~our~~ (i) ~~enterprise~~cyber security risk ~~management~~assessment and risk

mitigation strategies; (ii) financial reporting for assets held for sale and discontinued operations; (iii) TETRA’s net operating loss carryforward position; (iv) an overview of international financial statements and tax audits; and (v) TETRA’s global cash repatriation process (ii) business continuity plans, (iii) information technology systems and controls, (iv) cybersecurity, (v) the use of non-GAAP financial measures, (vi) new revenue recognition and leasing accounting standards, (vii) the new PCAOB standard regarding the communication of critical audit matters, and (viii) data analytics and automated audit tools that could be utilized in future audits to enhance and streamline the audit process..

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018,~~2021, filed by the Company with the SEC.

This report of the Audit Committee shall not be deemed “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act. Further, this report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

The following table sets forth the aggregate fees for professional services rendered to us by our principal accounting firm ~~Ernst & Young LLP,~~ for the fiscal years ended December 31, ~~2018,~~2021, and ~~2017,~~2020, respectively:

The Audit Committee preapproved 100% of these fees shown in the above table. Before approving these fees, the Audit Committee considered whether the provision of services by ~~Ernst & Young LLP~~our principal accounting firm that are not related to the audit of our financial statements was compatible with maintaining the independence of ~~Ernst & Young LLP,~~our principal accounting firm, and the Audit Committee concluded that it was.

The Audit Committee has adopted a pre-approval policy with respect to the services that may be performed by our independent auditors (the “Audit Firm”). This policy provides that all audit and non-audit services to be performed by the Audit Firm must be specifically pre-approved on a case-by-case basis by the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions made by such member(s) to the entire Audit Committee at or before its next scheduled meeting. As of the date hereof, the Audit Committee has delegated this authority to the Chairman of the Audit Committee. Neither the Audit Committee, nor the person to whom pre-approval authority is delegated, may delegate to management their responsibilities to pre-approve services performed by the Audit Firm.

All requests or applications by the Audit Firm to provide services to us must be submitted to the Audit Committee or its chairman by both the Audit Firm and the Chief Financial Officer and must include a description of the services being requested for pre-approval and a joint statement as to whether, in their view, the request or application is consistent with applicable laws, rules, and regulations relating to auditor independence.

(Information regarding the business experience of ~~Messrs. Brightman and~~Mr. Murphy is set forth above under “Nominees for Director.”)

We are ~~a geographically diversified~~an industrial and oil & gas products and services company operating on six continents focused on bromine-based completion fluids, calcium chloride, water management solutions, frac flowback and production well testing services. Calcium chloride is used in the oil and gas, ~~services company, focused on completion fluids~~industrial, agricultural, road, food and ~~associated~~beverage markets. We are evolving our business model by expanding into the low carbon energy markets with our chemistry expertise, key mineral acreage and global infrastructure. Recently announced initiatives include commercialization of TETRA PureFlow^® an ultra-pure zinc bromide for stationary batteries and energy storage; advancing an innovative carbon capture utilization and storage technology with CarbonFree to capture CO2 and mineralize emissions to make commercial, carbon-negative chemicals; and development of our lithium and bromine mineral acreage to meet the growing demand for oil and gas products and ~~services, comprehensive water management, frac flowback, production well testing, offshore rig cooling, and compression services and equipment. TETRA owns an equity interest, including all~~energy storage.

In January of ~~the general partner interest,~~2021, we divested our interests in CSI Compressco LP ~~(NASDAQ: CCLP), a master limited partnership.~~

for over $30 million of cash proceeds, simplifying our capital structure and unlocking significant stockholder value, and announced several initiatives to leverage our chemistry expertise and resources around carbon capture and energy storage. These initiatives reflect our continued focus on sustainability and the environment, and present growth opportunities beyond our historic oil, gas, and industrial applications. By the end of 2021, our two ongoing business segments, Completion Fluids & Products and Water & Flowback Services, were rapidly approaching pre-pandemic performance levels well ahead of pre-pandemic industry activity levels.

Our 2018 financial results reflect strong improvements in demand for many of our products and services compared to 2017. In particular, improved onshore drilling activity during 2018 drove increased revenues for our compression and our water & flowback services businesses, both of which generated significantly improved gross profits. Our completion fluids business benefited in 2018 from stronger international activity compared to 2017, although a lag in the recovery for offshore drilling in the U.S. impacted the timing of a significant project. Overall, our 2018 results reflect strong growth in a market that is still recovering from the prolonged downturn.

In March of 2018, we acquired SwiftWater Energy Services (“SwiftWater”), buttressing our geographic foothold and expanding our portfolio of core water management products and services in the Permian Basin. As part of this acquisition, we granted material long-term awards of TETRA equity and provided participation in our annual cash incentive plan to key members of SwiftWater’s management team, to secure their ongoing participation in the acquired business. The acquisition of this talent, along with our successful recruitment in 2017 and 2018 of other seasoned leaders in the critical areas of financial planning & analysis, health, safety & environment, global supply chain, and operations management created certain inequities in the total compensation opportunities provided to our Senior Management.

On March 1, 2018, we successfully completed the disposition of the TETRA Offshore Services (“TOS”) business, including the Maritech segment and its significant remaining asset retirement obligations. This disposition was a critical step in our strategy to simplify our business model and increase our focus on those markets where our core products and services enjoy competitive advantages. It also eliminates the uncertainty of future cash outlays related to the completion of Maritech’s asset retirement obligations, and fulfills a long-standing commitment to our stockholders to reduce earnings volatility associated with highly seasonal service offerings.

During the unprecedented and lengthy industry downturn that began in late 2014, more than 250 oil and gas related companies ultimately succumbed to bankruptcy. TETRA did not. Actions taken by the Committee to retain the Senior Management team that successfully navigated the downturn and preserved the investments of our long-term stockholders are further described below.

~~Consideration of~~ ~~Prior Year's Advisory~~Positive 2021 Say-on-Pay Vote &Outcome and Stockholder ~~Outreach~~Engagement

In ~~May~~2021, we received approximately 96% stockholder support on our say-on-pay advisory vote. We maintain an ongoing, proactive outreach effort with our stockholders. Our board has a practice of ~~2018,~~periodically engaging with stockholders to seek feedback on our executive compensation program. We appreciate that our stockholders ~~approved~~take the time to have a candid dialog with us and provide us with meaningful feedback. Although each stockholder’s particular focus is slightly different, our pay for performance approach to executive compensation, ~~of our NEOs as described in our 2018 proxy statement, with approximately 70% of stockholder votes cast in favor of our 2018 “say-on-pay” resolution. This was a decrease in support~~emphasis on social responsibility, and human capital management have been well received. The feedback we receive from the prior year when approximately 98% of stockholder votes were cast in favor of our “say-on-pay” resolution, despite no material changes having been made in the structure, scope, or process of our compensation programs for Senior Management in 2018 as compared to 2017.

~~Nevertheless, the chairman of our Committee led two significant~~future stockholder outreach efforts ~~during 2018 to ensure the perspectives and feedback~~will be considered in our assessment of our larger institutional stockholders were heard and well understood. We contacted stockholders who owned approximately 73% of our then outstanding common stock and requested opportunities to have calls or in-person meetings with them. Nearly half of the stockholders we contacted accepted the Committee's offer and participatedany changes in calls or in-person meetings with our Committee chairman and members of Senior Management. Their comments were summarized and discussed with both the full Committee and our Board of Directors. During the engagement, stockholders were generally supportive of our compensation programs. ~~The following table summarizes several of the topics discussed~~We are pleased with our say-on-pay results and stockholder feedback and will continue to engage with our stockholders to be sure we understand their perspectives. For a discussion of our stockholder engagement efforts on topics such as corporate governance and sustainability, please see page 23 in ~~these outreach efforts.~~this Proxy Statement.

We seek to structure a balance between achieving positive short-term annual results and ensuring long- term viability and success by providing both annual and long-term incentive opportunities. The following graphic illustrates the components of the total compensation opportunities available to members of our Senior Management:

A significant portion of our NEOs’ total compensation is in the form of long-term incentive awards that are tied to the long-term performance of our stock and certain key measures that drive stockholder returns. The process by which the Committee determines the structure of our NEOs’ long-term incentive awards takes into account TETRA’s stock price performance, its financial performance relative to our peers and internal budgeted expectations, market compensation and the need to retain executive talent over the long-term, and alignment with the ~~experience of~~returns generated for our ~~long-term~~ stockholders.

To demonstrate this tie to performance, the table below explains the differences between Total Direct Compensation as presented in the Summary Compensation Table, Target Total Direct Compensation as approved by the Committee (that is, the total compensation opportunity), and Realized Compensation (that is, the value of compensation ~~earned or realized during~~as of December 31 of a given year, which reflects the performance level of our CEO, Mr. ~~Brightman)~~Murphy). The table and accompanying graph represent supplemental information that is not intended to be a substitute for the information provided in the Summary Compensation Table on page ~~63,~~59, which has been prepared in accordance with the SEC’s disclosure rules.

The graph below shows the "Realizable Compensation" of our CEO, Mr. ~~Brightman's "Realized Compensation"~~Murphy in 2019, 2020, and 2021 in contrast to the original Target Total Direct Compensation opportunity for compensation awarded in ~~2016, 2017,~~2019, 2020, and ~~2018~~2021. Additionally, the graph shows our indexed Total Stockholder Returns (TSR) as ~~well as our percentile rank at~~of the end of each year ~~within~~as well as the ~~performance peer group with regard to~~indexed median TSR of our Compensation Peer Group and the ~~relative~~indexed TSR ~~performance measure under our long-term performance-based cash incentive awards granted to certain NEOs and Senior Management~~of the Philadelphia Oilfield Service Index (OSX), a modified market weighted index composed of companies involved in ~~2016 for~~ the ~~3-year performance period that ended on December 31, 2018.~~oil services sector, as of the end of each year. As illustrated by the ~~chart below,~~graph, changes in our CEO's Realized Compensation ~~has~~have been ~~well-aligned~~very reflective of the gains and losses of a hypothetical stockholder who invested in our common stock at the end of 2018. Further, our indexed TSR is closely aligned with the indexed TSRs of our ~~relative TSR, which is our performance relative to our performance peer group, who all navigated~~Compensation Peer Group and the ~~same industry challenges~~OSX through 2020, but we ~~faced over~~significantly outperform both the ~~same period of time.~~ Compensation Peer Group and OSX in 2021.

In ~~each year shown,~~2019 and 2020, the material deficit in ~~Realized~~Realizable Compensation compared to Target Total Direct Compensation is largely attributable to decreases in the market price for our common stock, which reduces (in the case of restricted ~~shares) or eliminates (in the case of~~ stock ~~options)~~units (RSUs)) the intended (target) value of equity awards. During ~~the past three years when our absolute TSR was negative, it was~~2021, this deficit ~~compared~~was considerably smaller due to ~~target compensation, that reflected~~ the ~~alignment~~exceptional growth in the market price for our common stock during 2021.

(1) $100 invested in TTI common stock, our Compensation Peer Group, and the Philadelphia OSX on December 31, 2018, including reinvestment of ~~our CEO’s compensation with stockholder returns.~~

We have implemented and continue to maintain compensation practices and policies that we believe contribute to good governance.

We strive to maintain a compensation program that is competitive in the labor markets in which we operate. Our philosophy is to maintain an executive compensation program that will attract, retain, motivate, reward, and ~~reward~~align highly qualified and talented individuals to enable us to perform better than our competitors. The following are our key objectives in setting the compensation programs for our Senior Management:

In establishing target compensation levels, the Committee places a significant portion of our NEOs’ compensation “at-risk” through the use of variable compensation, much of which is performance-based. Historically, variable pay has included the following:

~~As further discussed~~Beginning in ~~the “Changes for Fiscal Year 2019” section, below, beginning in 2019,~~2020, based in part on feedback from our stockholders, we ~~have~~ revised the structure of our long-term incentive awards to provide more ~~focus~~direct emphasis on financial performance metrics that ~~drive improvement in our long-term financial and operational results, while still aligning the interests of our NEOs and other~~incentivize Senior Management to focus on creation of long-term, sustainable stockholder value.

In addition, beginning with the long-term performance-based cash awards granted in 2020, a cap of 100% of the target award amount is imposed on any payment of awards based on relative TSR if our ~~stockholders and maintaining our ability to attract and retain high-caliber talent. By increasing~~absolute TSR over the ~~weight~~3-year performance period is negative.

For 2021, approximately 84% of ~~variable pay in our NEOs’ overall~~the target compensation ~~we promote better alignment with~~opportunities for our ~~performance~~CEO and ~~creation~~69% of ~~stockholder value, particularly over~~ the ~~long term.~~target compensation opportunities for our other NEOs were variable or “at-risk”, as illustrated in the following pie charts.

For 2018, approximately 84% of the target compensation opportunities for our CEO and 74% of the target compensation opportunities for our other NEOs were variable or “at-risk”, as illustrated in the following pie charts.

Role of Committee. The Committee determines our overall compensation philosophy, sets the compensation of our CEO, approves the compensation of our NEOs, and oversees the compensation of the other members of Senior Management. In making compensation decisions, the Committee considers all of the following factors:

marketdataandanalysisandrecommendationsprovidedbyanycompensationconsultantengagedby theCommittee;


46 ~~I TETRA Technologies, Inc.~~		~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

•

~~marketdataandanalysisandrecommendationsprovided~~by~~anycompensationconsultantengagedby theCommittee;~~

overall compensation paid to our CEO and members of Senior Management in previous years, including the value of equity-based compensation;

the recommendations of our CEO with respect to specific compensation matters, including changes in compensation for our Senior Management;~~and~~

the retention value of long-term compensation ~~plans.~~plans;

alignment of our overall compensation program with our policies and strategies related to human capital management, including diversity, equity, and inclusion; and

exogenous macroeconomic factors such as the COVID-19 pandemic.

The Committee has the authority to retain compensation consultants, outside counsel, or other advisors to assist the Committee in the discharge of its duties. In any given year, the Committee bases its decision on whether to retain a compensation consultant on factors including prevailing market conditions, regulatory changes governing executive compensation, and the quality of any other relevant data that may be available. If a compensation consultant is engaged, the Chairman of the Committee maintains a direct line of communication with the consultant and arranges meetings with the consultant that may include other members of the Committee and/or the CEO and certain members of Senior Management. The Committee, and/or its Chairman, also periodically meets with the compensation consultant independently of management. Through this communication with the Chairman of the Committee, the consultant reports to, and acts at the direction of, the Committee. Although our CEO and certain members of Senior Management may receive the consultant’s ~~report~~reports and data, the Committee retains and exercises sole control and authority over the compensation consultant.

Role of CEO. Our CEO makes recommendations to the Committee with regard to salary, including any adjustments, and the annual and long-term incentives available to our Senior Management, excluding himself. His recommendations are based on factors such as his judgment and experience, available market data, and his evaluation of individual performance and contribution. In the Committee’s review of the changes in compensation recommended by the CEO, the Committee considers the CEO’s evaluations of and recommendations for each member of Senior Management as well as its own evaluations of Senior Management and the ~~report~~input and analysis of the Committee’s compensation consultant. In conjunction with our CEO, the Committee reviews the compensation of our Senior Management other than our CEO. Subsequently, the Committee, in executive session, establishes the compensation for our CEO.


46 I TETRA Technologies, Inc.		2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

Role of Compensation Consultant. ~~The~~In August of 2019, the Committee ~~has~~ retained the services of ~~Pearl Meyer &~~Meridian Compensation Partners ~~("Pearl Meyer"~~(“Meridian”), ~~an independent~~a provider of executive compensation consulting and corporate governance services to ~~assist the Committee in its review of our compensation programs~~over 700 major publicly traded and ~~consideration of prospective changes.~~privately held corporations. Before engaging ~~Pearl Meyer,~~Meridian, the Committee confirmed that ~~Pearl Meyer~~Meridian did not ~~provide other services to us, had procedures in place to prevent conflicts of interest, and did not~~ have a business or personal relationship with any of our executive officers or any member of the ~~Committee.~~Committee, and that Meridian had procedures in place to prevent conflicts of interest. The Committee discussed these considerations and concluded that there were no conflicts of interest with ~~us with~~ respect to the compensation consulting services provided by ~~Pearl Meyer.~~Meridian. The Committee continues to consider these matters, as they relate to Meridian, on an ongoing basis.

Peer Groups

In order to ensure the competitiveness of our compensation program, which is a critical factor in our ability to attract and retain high-caliber executive talent, the Committee periodically reviews compensation paid by other companies in the oilfield services industry. For ~~2018,~~2021, the Committee, with the assistance of ~~Pearl Meyer,~~Meridian, adopted ~~separate~~one peer ~~groups~~group for both our evaluation of Senior Management compensation ~~(our “compensation peer group”)~~ and our relative TSR performance measure under our long-term incentive ~~awards (our “performance peer group”). Going forward, each~~awards. The peer group ~~will be~~is reviewed by the Committee on an annual basis to ensure that we maintain appropriate ~~groups of~~ comparator companies.

The compensation peer group is used to determine market levels of the main elements of executive compensation: base salary, annual incentives, and long-term incentives. The compensation peer group is also used to gauge industry practices regarding the structure and mechanics of annual and long-term incentive plans. Criteria for selecting companies to be included in the ~~compensation~~ peer group include competition with us in terms of the customers we serve, our belief that we compete with them for talent, overall comparability in terms of size (revenue and market cap), and comparable geographic areas of operation.


~~2019 Proxy Statement~~		~~TETRA Technologies, Inc. I~~ 47

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

In November of ~~2017,~~2020, based on ~~Pearl Meyer’s~~Meridian’s recommendation, the Committee adopted the following ~~compensation~~ peer group to be used for the purpose of making appropriate peer comparisons for the Committee’s evaluation of our ~~2017~~2021 compensation program and determination of changes to be made in ~~2018:~~2021, and to measure our relative total stockholder return (“RTSR”) under our long-term cash incentive awards to be granted during 2021. Following the adoption of this peer group, the Committee determined that there would be only limited adjustments to 2021 executive compensation, and they did not review specific elements of compensation paid to the peer group:

Compensation ~~Peer Group~~

~~Used to evaluate the competitiveness of executive compensation~~

• ~~Archrock, Inc.~~

• ~~Basic Energy Services~~

• ~~C&J Energy Services~~

• ~~Flotek Industries~~

• ~~Forum Energy Technologies~~

• ~~Helix Energy~~

• ~~Key Energy Services~~

• ~~Newpark Resources~~

• ~~Oil States International~~

• ~~Patterson-UTI Energy~~

• ~~Pioneer Energy Services~~

• ~~RPC~~

• ~~Superior Energy Services~~

• ~~Tidewater~~

In November of 2017, with the assistance of Pearl Meyer, the Committee developed a performance peer group to measure our RTSR under our long-term cash incentive awards. The performance peer group is comprised of companies that directly compete with us in terms of the products and services we offer and the customers we serve. The following performance peer group was adopted by the Committee early in 2018 in connection with their approval of the long-term cash incentive compensation awards for the performance period of January 1, 2018 through December 31, 2020:

& Performance Peer Group

Used to evaluate the
competitiveness of executive
compensation and our
RTSR under performance-based long-term cash
incentive awards

• Archrock, Inc.

• ~~Basic Energy Services~~ChampionX Corporation

• ~~Flotek Industries~~Exterran Corporation

• Forum Energy Technologies, Inc.

• ~~Natural Gas~~Liberty Oilfield Services, Inc.

• Newpark Resources, Inc.

• ~~Oceaneering~~

• Oil States International, Inc.

• Patterson-UTI Energy, Inc.

• Precision Drilling Corp.

• RPC Inc.

• Select Energy

• ~~Superior Energy~~ Services,

• ~~Tidewater~~ Inc.

• USA Compression Partners LP

The Role of Market Data. ~~Pearl Meyer uses~~While the Committee does consider our peer group’s practices in establishing compensation ~~data gathered from~~opportunities, it does not specifically benchmark the values of base salaries, annual incentives, or long-term incentives relative to that peer group or any survey data. Rather, the Committee periodically reviews the overall compensation offered by the members of our peer group in order to ensure that our compensation peer group as well as supplemental data from market surveys to benchmark our Senior Management compensation. Our review of this data typically focuses on the main elements of Senior Management compensation: base salary, annual incentive cash award opportunity, long-term compensation, and total direct compensation.program remains competitive. Although we review both target compensation and actual compensation paid, our focus is on target compensation, including the target amount of annual ~~cash~~and long-term award opportunities, as it provides the best indication of competitive compensation levels for our Senior Management.

The market data is also used to gauge industry practices regarding the structure and mechanics of annual and long-term incentive plans.


2022 Proxy Statement		TETRA Technologies, Inc. I 47

COMPENSATION DISCUSSION & ANALYSIS

~~IV.~~
IV. COMPENSATION EELEMENTS~~LEMENTS~~

We strongly believe that Senior Management should be compensated with a package that includes ~~at a minimum,~~ the following ~~three~~four elements:

~~salary and industry-standardbenefits,~~

~~annual incentive cash compensation tied to key financial and operating results,and~~

~~long-term incentive compensation tied to stock price and key long-term value drivers.~~

Element	Purpose	Key Features	Changes for 2021
Base salary	Fixed base pay to competitively compensate executives for their roles at TETRA	•The Committee periodically reviews relevant market data to ensure our salary program is competitive •Salary may be adjusted for performance, expansion of duties and responsibility, and changes in market salary levels •When considering salary adjustments, the Committee reviews corporate performance goals, individual performance and potential, and our CEO’s specific compensation recommendations (except with regard to his own salary)	•Base salaries for our CEO and CFO were reinstated to 90% of pre-pandemic levels in July 2021 in connection with 25% increases in their annual cash incentive targets
Annual cash incentives	Drive achievement of specific annual performance objectives	•Target award opportunities are a percentage of base salary •A threshold, target, stretch, and over-achievement performance objective is established for each award opportunity •The majority (75%) of short-term incentive is tied to absolute financial measures •2021 measures: Division/Business Unit/Region Earnings before Interest, Tax, Depreciation, and Amortization (EBITDA), Individual Performance Objectives (IPOs), and Safety •Actual payout can range from 0-200% of target	•Because safe operations are a fundamental expectation of all employees at all times, in 2021 safety is a negative modifier that may reduce payments earned under other performance metrics if trailing and leading indicators are not attained
Long-term cash and equity incentives	Encourage executives to create long-term value for stockholders	•Granted as a combination of time-based TETRA RSUs and performance-based cash awards; mix provides increased retention value and rewards participants for both improved financial results and improved relative TETRA stock price performance •50% of 2021 LTI Award: Long-term Performance-based Cash − 3-year performance period − Payout range of 0% - 200% of target − Performance based on pre-established metrics: 50% - Relative Total Stockholder Return (RTSR) 50% - Return on Net Capital Employed (RONCE) (EBIT) •50% of 2021 LTI Award: TETRA Restricted Stock Units (RSUs) − Vests in installments over 3-year period − Ultimate value is dependent on stock price − TETRA RSUs provide full-value shares to our Senior Management, which is key to retention and aligning interests with our stockholders	•The RONCE (EBIT) performance measure focuses NEOs and Senior Management on creation of sustainable stockholder value through efficient use of capital to generate profits
Employee benefits	Provide industry-standard benefits so executives can successfully execute their roles and maintain their well-being	•Benefit options offered to our executives are the same as other employees •Retirement plans include 401(k) and deferred compensation	•The Company matching contribution under our 401(k) plan was reinstated in July 2021

~~Each~~

Our utilization of each of these ~~components~~elements in our 2021 compensation program is discussed in ~~greater~~ detail below.

~~Salary.~~ The Committee reviews relevant oil and gas industry survey data and information and analysis provided by its compensation consultant, if one is retained for that year, or by management, if no compensation consultant is engaged, to ensure that our salary program is competitive. We believe that a competitive salary program and industry standard benefits are important factors in our ability to attract and retain Senior Management, and we generally compare base salaries paid to our Senior Management to the median base salaries reflected in the survey data as a check for competitiveness. The Committee reviews the salaries of all members of Senior Management at least annually. Salaries may be adjusted for performance, which may include individual, business

Base Salary


48 I TETRA Technologies, Inc.		~~2019~~2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

~~unit, and/or company-wide performance, expansion~~

The onset of ~~duties~~the global COVID-19 pandemic and ~~responsibilities,~~subsequent drop in energy prices during the first quarter of 2020 caused an immediate reduction in demand for our products and ~~changes~~services. In response, we actively managed our flexible cost structure by implementing temporary and permanent cost reductions, including reduced capital expenditures, workforce reductions, salary reductions, and suspension of matching contributions under our 401(k) plan. Effective April 11, 2020, the base pay of each of our NEOs was reduced by 20%. Effective July 31, 2021, in ~~market salary~~light of increased commodity prices and improved activity levels, base salaries for Messrs. Murphy and Serrano were partially reinstated to 90% of 2020 pre-pandemic levels, and base salaries for each of our other NEOs were fully reinstated to 100% of 2020 pre-pandemic levels. ~~In considering salary adjustments,~~Also effective on July 31, 2021, the Committee gives weight to the foregoing factors, with particular emphasis on corporate performance goals, our CEO’s analysis of the individual’s performance and potential, and our CEO’s specific compensation recommendations (except with regard to his own salary). However, the Committee does not rely on formulas and considers all of the above factors when evaluating salary adjustments.

~~In its December 2017 review of Senior Management compensation, the Committee noted that the base salaries of Senior Management were, overall, positioned at the 34~~^th percentile of the compensation peer group and survey data provided by Pearl Meyer. With regard to members of Senior Management other than our CEO, the Committee also took into account our CEO’s evaluation of each individual’s performance during 2017, as well as the significant improvement in our 2017 financial results (compared to the prior year). Having considered these factors, the Committee approved increases inincreased Mr. Moeller’s base salary ~~for certain members~~by 15.2% in consideration of ~~Senior Management, to take effect in March of 2018. The Committee determined that Mr. Serjeant, whose base salary was approved by the Committee prior to~~ his ~~November 20, 2017 date of hire, would not receive an increase in March of 2018. Mr. Murphy was first employed by us on February 12, 2018.~~ new responsibilities managing our carbon capture and energy storage initiatives.

The table below shows the ~~2018~~partially- or fully-reinstated base salary offor each of our NEOs ~~and~~as of July 31, 2021 that are still in effect as of the date ~~that each base salary became effective.~~of this Proxy Statement, including the adjustment noted above for Mr. Moeller.

Name	Title	Unreduced 2020 Base Salary		Reduced Base Salary Effective April 11, 2020		Reinstated Base Salary Effective July 31, 2021
Brady M. Murphy	President & Chief Executive Officer	$	700,000	$	560,000	$	630,000
Elijio V. Serrano	Sr. Vice President & Chief Financial Officer		450,000		360,000		405,000
Matthew J. Sanderson	Sr. Vice President		415,000		332,000		415,000
Timothy C. Moeller	Sr. Vice President		330,000		264,000		380,000
Jacek M. Mucha	Vice President - Finance & Treasurer		260,000		208,000		260,000

Name
Title
Effective Date
Base Salary

Stuart M. Brightman
Chief Executive Officer
March 3, 2018
$
700,000

Elijio V. Serrano
Sr. Vice President & Chief Financial Officer
March 3, 2018

450,000

Brady M. Murphy
President & Chief Operating Officer
February 12, 2018

540,000

Matthew J. Sanderson
Sr. Vice President
March 3, 2018

390,000

Owen A. Serjeant
President, CSI Compressco
November 20, 2017

410,000

Annual Cash Incentives.~~Each member~~

In July of ~~Senior Management is provided an~~2021, in connection with the salary adjustments discussed above, the Committee increased the annual performance-based cash incentive targets for our CEO and CFO, placing a larger portion of their target total direct compensation at risk. Specifically, Mr. Murphy’s annual cash incentive ~~compensation opportunity, calculated as a percentage~~target was increased from 100% of his annual base ~~salary. For each award opportunity, a threshold, target, stretch,~~salary to 125% of his annual base salary, and over- achievement performance objective is established for each applicable performance measure and the amount of the award payment that may be received is based on the level of achievement of such objectives.

~~As part of its annual review of Senior Management compensation in December, the Committee reviews a preliminary estimate of the aggregate amount of~~Mr. Serrano’s annual cash incentive ~~compensation~~target was increased from 80% of his annual base salary to ~~be awarded under our Cash Incentive Compensation Plan based on the current year’s performance and discusses the overall effectiveness~~100% of ~~the plan in furthering our compensation~~ ~~philosophy.~~ ~~In its consideration of changes for the 2018 plan~~ ~~year,~~ ~~the Committee noted that target~~his annual incentive award opportunities for our Senior Management, overall, were generally well aligned with the target award opportunities reflected in the compensation peer group and survey data provided by Pearl Meyer, and elected not to make changes to the award opportunities available to our NEOs for the 2018 plan year.base salary.

The following table sets forth the annual cash award opportunities for the ~~2018~~2021 plan year, shown as a percentage of annual base salary, for our CEO and each of our other NEOs. As an example, as shown below, Mr. ~~Brightman’s~~Murphy’s target award opportunity is ~~120%~~125% of his base salary; therefore, his threshold award opportunity, which is 30% of his target award opportunity, is ~~36%~~37.5% of his base salary. No amounts may be earned below the threshold percentage of base salary for any performance measure, and award opportunities are capped at the over-achievement percentage of base salary level for the NEOs shown in the table below. The target annual cash incentive opportunity for each NEO is based on his final 2021 base salary, as shown in the last column of the table above under “Base Salary.”

	Threshold % of Base Salary (30% of Target Award)	Target Award as % of Base Salary	Stretch % of Base Salary (150% of Target Award)	Over-Achievement % of Base Salary (200% of Target Award)	Threshold % of Base Salary (30% of Target Award)	Target Award as % of Base Salary	Stretch % of Base Salary (150% of Target Award)	Over-Achievement % of Base Salary (200% of Target Award)
Stuart M. Brightman	36.0%	120.0%	180.0%	240.0%
Brady M. Murphy					37.5%	125.0%	187.5%	250.0%
Elijio V. Serrano	24.0%	80.0%	120.0%	160.0%	30.0%	100.0%	150.0%	200.0%
Brady M. Murphy	30.0%	100.0%	150.0%	200.0%
Matthew J. Sanderson	18.0%	60.0%	90.0%	120.0%	21.0%	70.0%	105.0%	140.0%
Owen A. Serjeant	21.0%	70.0%	105.0%	140.0%
Timothy C. Moeller					21.0%	70.0%	105.0%	140.0%
Jacek M. Mucha					15.0%	50.0%	75.0%	100.0%

~~In considering~~The following table sets forth the ~~structure~~performance measures and target performance objectives approved by the Committee for each of our ~~Cash Incentive Compensation Plan~~NEOs for ~~2018,~~ the ~~Committee gave significant weight~~2021 plan year under the CICP, and the business consideration underlying each performance measure. Please refer to ~~each~~Appendix A of ~~the following factors:~~

~~The prolonged downturn that impacted our industry caused us to defer capital growth spending~~this Proxy Statement for ~~a period~~reconciliations of ~~time. As we entered 2018 and began to evaluate growth opportunities, we considered the need for performance measures that would reward accretive growth.~~

non-GAAP financial measures.


~~2019~~2022 Proxy Statement		TETRA Technologies, Inc. I 49

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

Performance Measure

•Target Performance

The recovery that began in 2017 did not improve the market for all of our products and services at an equal pace – recovery was more gradual for certain of our businesses and in certain geographies. Specifically, the outlook for offshore drilling remained relatively flat, and energy infrastructure limitations in the Permian Basin region put constraints on activity levels. Accordingly, we felt that annual award opportunities for 2018 should reward our regional and product line managers for factors within their line-of-sight control.

~~In the exceptionally tight labor market of 2017 and 2018, employee retention became more challenging, and particularly in certain geographies, reducing turnover became an operational imperative.~~

The following table sets forth the performance measures and weights approved by the Committee for each of our NEOs for the 2018 plan year under the Cash Incentive Compensation Plan, and the business consideration, based on the factors above, underlying each performance measure. The businesses under Mr. Sanderson’s scope of responsibility, which we refer to internally as “ESG,” include portions of our Completion Fluids & Products Division, our Water & Flowback Services Division, and certain international operations within our Compression Division.


~~Performance Measure~~Objective	Business Consideration
~~TETRA~~Aggregate Division Adjusted EBITDA ~~excluding~~ (Determined based on the sum of Division Adjusted EBITDA results, adjusted to include an allocation of ~~CCLP~~ Corporate EBITDA)	$53.0 million at target (applicable to Messrs. Murphy and ~~including cash distributions received from CCLP, including the impact of acquisitions and divestitures~~Serrano)	The ~~TETRA~~Aggregate Division Adjusted EBITDA performance measure applies only to Corporate participants and ensures focus on the financial outcome of day-to-day and long-term operating decisions that impact the overall profitability of our businesses, including: •Ensuring that day-to-day spending is tightly managed and aligned with our annual operating budget, and that operational plans and projects (including acquisitions) are quickly integrated in order to maximize efficiencies. •Prioritizing projects across the organization to elevate focus on those that have the greatest potential ~~impact~~return on ~~our profitability.~~investment. •Driving cross-functional alignment among product lines and geographies to capture incremental improvements in productivity.
~~ESG~~Division Adjusted EBITDA for: Completion Fluids & ~~CCLP Adjusted EBITDA~~Products, and Water & Flowback Services	~~NEOs~~Completion Fluids & Products: $65.2 million at target Water & Flowback Services: $15.3 million at target (the sum of the two targets is applicable to Messrs. Sanderson and ~~our Senior Management~~Mucha, the Completion Fluids & Products target is applicable to Mr. Moeller)	Our NEOs impact line-of-sight Division Adjusted EBITDA by: • Ensuring differentiation of service quality and depth of service, which position us to manage pricing through market cycles and pursue and maintain relationships with the most profitable customers. • Driving reductions in our cost to deliver services, through robust cost controls, automation, and new technologies. • Managing external relationships, including strong marketing efforts to spearhead our introduction to new geographies and customers. • Fostering innovation to develop new products and technologies that expand our customer base. •Supporting integration of our service offerings, to broaden the scope of products and services we offer to new and existing customers.
~~CCLP Distributable Cash Flow (“DCF”)~~	DCF is a critical performance measure for our NEOs and Senior Management of CCLP because it reflects the ability of our compression business to generate cash flow. Management can drive increases in DCF by: •~~Managing costs.~~ •~~Reducing debt.~~ •~~Focusing on accretive investments in growth opportunities that will yield the highest returns.~~
Individual Performance Objectives (“IPOs”)		IPOs provide an opportunity for each NEO to earn incentive compensation based on their personal or team performance compared to established target objectives ~~approved~~reviewed by the Committee at the beginning of the plan year. We believe that IPOs are a critical component of the plan structure, as they drive performance related to specific strategic objectives and line-of-sight goals.

Under the annual ~~Cash Incentive Compensation Plan~~incentive awards for ~~2018,~~2021, safety is a negative modifier that may reduce payments earned under other performance metrics if trailing and leading indicators are not attained. In addition, actual results for the ~~TETRA~~Aggregate Division Adjusted EBITDA and ~~ESG~~Division Adjusted EBITDA performance measures had to reach a minimum threshold level of 70% of the established target performance ~~objective~~objectives shown in the table below for any portion of ~~awards based on those measures to be earned. Actual results for~~ the ~~CCLP DCF and CCLP Adjusted EBITDA performance measures had to reach a minimum threshold level of 80% of the established target performance objective for any portion of~~ awards based on those measures to be earned. A threshold payment level of 30% corresponds to the threshold performance level of 70% for each ~~established~~


50 ~~I TETRA Technologies, Inc.~~		~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

such performance ~~objective;~~objective and a maximum payment level of 150% corresponds to the maximum performance level of 125% for each such performance objective. For actual results that fall between threshold and ~~target,~~maximum, straight line interpolation is used to determine the earned amount of the award.

~~During 2018, the target performance objectives for TETRA Adjusted EBITDA and ESG Adjusted EBITDA were increased to reflect the budgeted contributions~~ For results that exceed 125% of acquired businesses. Before approving these adjustments, the Committee confirmed that the amounts by which the target performance objectives were increased were consistent with the financial models presented to our Board prior to their approval of the acquisitions. In addition, budgeted contributions and actual results of our divested business were excluded from thean established target performance objective, ~~and actual results~~an over-achievement payment of up to 200% of an individual’s target award may be allocated by the ~~TETRA Adjusted EBITDA performance measure.~~ Committee on a discretionary basis.

The following table shows the target performance objective and actual ~~2018~~2021 result for each performance measure applicable to our NEOs, as well as the IPOs that were reviewed and approved by the Committee for each of our NEOs for the ~~2018~~2021 plan year.


Performance Measure	Target Performance Objective	Result of ~~2018~~ 2021 Performance Period
~~TTI~~Aggregate Division Adjusted EBITDA	$~~104.9~~53.0 million	$~~78.6~~38.0 million	(71.7% of target)
~~ESG~~Division Adjusted EBITDA, Completion Fluids & Products	$~~107.8~~65.2 million	$~~85.0~~50.0 million	(76.8% 0f target)
~~CCLP DCF~~Division Adjusted EBITDA, Water & Flowback Services	$~~32.0~~15.3 million	$~~29.4~~14.9 million
~~CCLP Adjusted EBITDA~~	~~$96.5 million~~			~~$92.9 million~~
~~IPOs~~	~~NEO to Which Each IPO Applies~~				~~Result~~(94.0% of ~~2018 Performance Period~~target)

~~Mr. Brightman~~	~~Mr. Serrano~~⁽¹⁾	~~Mr. Murphy~~		~~Mr. Sanderson~~	~~Mr. Serjeant~~
~~Complete TETRA & CCLP financing, and restructure of balance sheets~~	X	X				X	~~Exceeded Expectations~~
~~Launch of partnership with Halliburton for marketing of TETRA CS Neptune fluids, and expanded “New Generation” TETRA CS Neptune fluids capability~~	X		X		X		~~Exceeded Expectations~~
~~Complete and successfully integrate an acquisition that enhances our water management offerings, both geographically and through integrated service offerings~~	X	X	X		X		~~Exceeded Expectations~~
~~Drive initiative to strengthen leadership team across the organization through internal development and external hiring~~	X	X	X		X	X	~~Exceeded Expectations~~
~~Complete divestiture of TOS and Maritech liabilities~~	X	X				~~Exceeded Expectations~~
~~Achieve improved safety performance compared to the prior year, as measured by TRIR and CVIR~~⁽²⁾.50 I TETRA Technologies, Inc.	X	X	X		X	X	~~Not Attained~~⁽³⁾

~~(1)~~

With regard to the completion of TETRA & CCLP financing and restructuring of balance sheets, the completion and integration of an acquisition, and the completion of the divestiture of the TOS and Maritech liabilities, the Committee believes that Mr. Serrano’s leadership in driving these critical initiatives was a material factor in their successful achievement in 2018 and awarded Mr. Serrano 133% of his target award opportunity related to IPOs.

~~(2)~~

~~Total Recordable Incident Rate and Chargeable Vehicle Incident Rate.~~

~~(3)~~

Improved safety metrics were not achieved on a consolidated basis; however, our compression business, which is led by Mr. Serjeant, did achieve an improved safety performance compared to the prior year.2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS


~~2019~~2022 Proxy Statement		TETRA Technologies, Inc. I 51

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

IPOs	NEO to Which Each IPO Applies
IPOs	Mr. Murphy	Mr. Serrano	Mr. Sanderson	Mr. Moeller	Mr. Mucha
Achieve 2021 RONCE goal, deliver target free cash flow, and right-size corporate SG&A following divestiture of CSI Compressco	X	X	X	X	X
Maintain overall driving scores at or above 90%, improve TRIR a minimum of 15% compared to 2020	X	X	X	X	X
Ensure execution of key employee development plans, retain at least 90% of identified key employees, make meaningful progress toward D&I objectives	X	X	X	X
Continue to progress long-term strategies, including continued differentiation of water and flowback services, develop branding around new initiatives, continue to develop low carbon strategies, improve international market share	X	X	X	X
Overall 2021 IPO Performance Rating	Exceptional	Exceeds Expectations	Exceeds Expectations	Exceptional	Exceptional

The following ~~tables show~~table shows the weight of each performance measure, the percentage of the award deemed to have been earned based on ~~2018 results and~~ the performance criteria discussed above and 2021 results, and the amount of the award opportunity earned related to each performance measure.

	Target Amount of 2021 Award Opportunity		Weight of Financial Performance Measure			Weighted % of Financial Performance Measure Earned			Weight of IPOs			Weighted % of IPOs Earned			Total Amount of 2021 Award Earned
Brady M. Murphy	$	787,500		75.0	%		25.4	%		25.0	%		23.3	%	$	383,035
Elijio V. Serrano		405,000		75.0	%		25.4	%		25.0	%		20.6	%		186,358
Matthew J. Sanderson		290,500		75.0	%		41.2	%		25.0	%		18.9	%		174,543
Timothy C. Moeller		266,000		75.0	%		34.3	%		25.0	%		23.3	%		153,186
Jacek M. Mucha		130,000		75.0	%		41.2	%		25.0	%		25.0	%		86,071

Long-Term Incentives

2021 Awards of Long-Term Incentives

Target values of awards of long-term incentives granted to our NEOs in 2021 consist 50% of TETRA RSUs and 50% of long-term performance-based cash. In establishing the structure of these awards, the Committee considered the following factors: the similar retention value provided by long-term awards of equity and cash; their desire to ensure that a minimum of 50% of the target values of long-term awards would be at-risk, based on achievement of specific long-term financial and other performance objectives; and, the need to conserve the number of stockholder approved equity awards available under our equity plan.

The following table summarizes the 2021 awards of long-term incentives to each of our NEOs.

Target Amount of Award Opportunity

Weight of Metric

% of Target Achieved

Weighted % Earned

Amount of Award Earned

Stuart M. Brightman
$
840,000

TTI Adjusted EBITDA

70.0
%

41.6
%

29.1
%

$
244,524

IPOs

30.0
%

100.0
%

30.0
%

252,000

100.0
%

59.1
%

$
496,524

Target Amount of Award Opportunity

Weight of Metric

% of Target Achieved

Weighted % Earned

Amount of Award Earned

Elijio V. Serrano
$
360,000

TTI Adjusted EBITDA

70.0
%

41.6
%

29.1
%

$
104,796

IPOs

30.0
%

133.0
%

39.9
%

143,640

100.0
%

69.0
%

$
248,436

Target Amount of Award Opportunity⁽¹⁾

Weight of Metric

% of Target Achieved

Weighted % Earned

Amount of Award Earned

Brady M. Murphy
$
478,500

TTI Adjusted EBITDA

70.0
%

41.6
%

29.1
%

$
139,291

IPOs

30.0
%

100.0
%

30.0
%

143,550

100.0
%

59.1
%

$
282,841

	Target Value of TETRA Restricted Stock Units⁽¹⁾		Target Value of Long-Term Performance-Based Cash		Total Target Long-Term Award Value⁽¹⁾
Brady M. Murphy	$	1,250,000	$	1,250,000	$	2,500,000
Elijio V. Serrano		500,000		500,000		1,000,000
Matthew J. Sanderson		300,000		300,000		600,000
Timothy C. Moeller		200,000		200,000		400,000
Jacek M. Mucha		112,500		112,500		225,000

(1)

The ~~target amount~~values of ~~Mr. Murphy’s award opportunity is prorated for his period~~TETRA RSUs and the Total Long-Term Award Values in the table above reflect the values targeted by the Committee when granting these awards. The numbers of ~~service with us in 2018. In addition~~TETRA RSUs awarded are determined using 20-day average closing market prices through the day prior to the ~~earned portion~~award date. For actual grant date values of ~~his Cash Incentive~~the number of TETRA RSUs awarded, refer to the Summary Compensation ~~Plan award for 2018, shown above, Mr. Murphy received a guaranteed bonus in connection with his initial employment with us.~~Table.

Target Amount of Award Opportunity

Weight of Metric

% of Target Achieved

Weighted % Earned

Amount of Award Earned

Matthew J. Sanderson
$
234,000

TTI Adjusted EBITDA

30.0
%

41.6
%

12.5
%

$
29,203

ESG Adjusted EBITDA

40.0
%

50.6
%

20.3
%

47,385

IPOs

30.0
%

100.0
%

30.0
%

70,200

100.0
%

62.7
%

$
146,788

Target Amount of Award Opportunity

Weight of Metric

% of Target Achieved

Weighted % Earned

Amount of Award Earned

Owen A. Serjeant
$
287,000

CCLP DCF

50.0
%

71.4
%

35.7
%

$
102,488

CCLP Adjusted EBITDA

20.0
%

86.8
%

17.4
%

49,795

IPOs

30.0
%

100.0
%

30.0
%

86,100

100.0
%

83.1
%

$
238,382

~~Long-Term Incentive Awards~~

Long-term incentives (or “LTI”) have historically comprised a significant portion of our Senior Management’s total compensation package. The Committee historically sought to strike a balance between achieving short-term annual results and ensuring strong long-term success through grants of stock options, restricted stock, and long-term cash awards for members of TETRA’s Senior Management, and awards of phantom units and performance phantom units for Mr. Serjeant and other members of CCLP’s Senior Management. These awards are geared toward longer-term performance as they generally vest over multiple years and their values are tied to TETRA stockholder returns or CCLP unitholders returns, and longer term value drivers. We believe that tying a significant portion of the compensation of our CEO and our Senior Management team directly to equity returns is an important aspect of our total compensation plan.


52 I TETRA Technologies, Inc.		~~2019~~2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

InThe Committee has historically approved awards of long-term incentives on an annual basis, in February of each calendar year, following their review of prior calendar year performance. The Committee approved annual awards of TETRA RSUs under the ~~Committee’s December 2017 evaluation~~TETRA First Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to each of our ~~compensation program,~~NEOs on February 17, 2021. One-third of the ~~Committee’s compensation consultant, Pearl Meyer, noted that~~RSUs vested on the first anniversary of the grant date, and a ~~relatively small number~~one-sixth portion of ~~companies in~~the RSUs will vest every six months until fully vested.

Also on February 17, 2021, the Committee established performance measures and performance objectives applicable to the long-term, performance-based cash portions of the LTI awards granted to our ~~industry~~NEOs. Such awards were ~~still utilizing stock options as part~~granted under the CICP for the three-year performance period ending on December 31, 2023. The performance measures and the relative weights of ~~their~~each such performance measure for these long-term cash incentive ~~awards. In general, those companies that had previously awarded stock options had shifted that value to~~ awards ~~of restricted shares, for two primary reasons:~~are:

~~The high degree of volatility~~TETRA's RONCE (EBIT) for each year in the ~~market price of publicly traded equity in the oil~~three-year period ending December 31, 2023, weighted 50%; and ~~gas services industry make stock options a less attractive vehicle from the perspective of the award holder.~~

Intotal stockholder return relative to our peer group for the ~~highly competitive labor market of 2017 and 2018, awards of restricted shares provide better retention value, compared to stock options.~~three-year period ending December 31, 2023, weighted 50%.

~~Accordingly,~~For these 2021 long-term cash awards, the Committee determined to ~~reduce~~utilize the ~~amount of stock options abd/or stock appreciation rights (“SARs”) awarded~~RONCE (EBIT) performance measure in order to ~~members of TETRA’s Senior Management in 2018, and increase the amount of restricted shares awarded. For~~focus our NEOs, with the exception of Mr. Serjeant, this resulted in target 2018 long-term incentive awards that consisted 60% of TETRA equity (comprised of 20% stock options and/or SARs and 40% restricted shares), and 40% long-term performance-based cash, compared to our target 2017 long-term incentive awards that consisted 60% of TETRA equity (comprised of 30% stock options and/or SARs and 30% restricted shares), and 40% long-term performance-based cash.

As further discussed in the “Changes for Fiscal Year 2019” section, below, the Committee has continued the transition that began in 2018 by completely eliminating stock options from the long-term incentive awards granted to members of TETRA’s Senior Management in 2019, and moving a portion of that value to long-term performance-based cash. We believe that this change to the structure of our long-term awards will provide more focus on performance metrics that drive improvement in our long-term operational results, while still aligning the interests of our NEOs and other Senior Management with our stockholders and maintaining our ability to attract and retain high-caliber talent.

~~The following table summarizes the various elements of our 2018 long-term incentive program for our TETRA~~ NEOs and Senior Management ~~and their~~on creation of sustainable stockholder value.

In addition, a cap of 100% of the target award amount will be imposed on the 50% portion of the long-term cash awards based on relative TSR if our absolute TSR over the three-year performance period is negative. The Committee believes that this provision promotes better alignment with the financial outcomes experienced by our long-term stockholders.

On an annual basis, with the assistance of its compensation ~~principles:~~consultant, the Committee develops a peer group that is used to measure our RTSR under our long-term cash incentive awards. The peer group is comprised of companies that directly compete with us in terms of one or more of the products and services we offer or the customers and geographies we serve. The following peer group was adopted by the Committee in November of 2020 in anticipation of their approval of the long-term cash incentive compensation awards for the performance period of January 1, 2021 through December 31, 2023:

~~Component of LTI Program~~

~~Terms~~

~~Alignment with~~

~~Compensation Principles~~

~~Long-Term Performance-Based Cash Incentive~~Compensation & Performance Peer Group

~~(40%~~Used to evaluate the
competitiveness of ~~Total LTI Mix~~executive
~~targeted for TETRA Senior Management)~~compensation and our RTSR under performance-based long-term cash incentive awards

• ~~3-year performance period~~Archrock, Inc.

• ~~Payout range of 0% to 200% of target award~~ChampionX Corporation

• ~~Performance based on pre-established metrics~~Exterran Corporation

~~− Relative TSR (50%)~~

~~− Cash from Operations (50%)~~

• ~~TSR performance relative to the performance peer group~~Forum Energy Technologies, Inc.

Our long-term, performance-based cash incentive awards work in conjunction with annual grants of long-term, equity-based awards to provide us with increased retention value and reward participants for both improved financial results and improved relative stock price performance.

TETRA Stock Options
or SARs• Liberty Oilfield Services, Inc.

~~(20% of Total LTI Mix targeted for TETRA Senior Management)~~• Newpark Resources, Inc.

• ~~Exercise price equal to closing price on date of grant~~Oil States International, Inc.

• ~~Vests in installments over 3-year period, subject to continued service~~Patterson-UTI Energy, Inc.

• ~~10-year term~~Precision Drilling Corp.

~~Stock options align our Senior Management’s interests with those of our long-term stockholders; these awards only have value if the stock price appreciates.~~

~~TETRA Restricted Stock~~

(40% of Total LTI Mix targeted for TETRA Senior
Management)

• ~~Vests in installments over 3-year period, subject to continued service~~RPC Inc.

Restricted stock awards provide full value shares to our Senior Management which is key to retention and aligning interests with our stockholders; the value of these awards is dependent on stock price.• Select Energy Services, Inc.

• USA Compression Partners LP

~~TETRA NEOs & Senior Management~~

For ~~Mr. Serjeant~~each performance measure, the following performance objectives and ~~other members~~payment levels have been established by the Committee. If actual results fall between these established performance levels, straight line interpolation will be used to determine earned amounts of ~~CCLP’s Senior Management, long-term incentive equity awards continue~~the awards:

For TETRA's RONCE (EBIT), the threshold performance level is 80% of the target performance objective and corresponds to ~~consist 50%~~a 30% payment level; no portion of ~~CCLP phantom units, which vest over a three-year period subject to continued service, and CCLP performance phantom units, which~~the award may be earned atfor results below the ~~end~~threshold performance level. The stretch performance level is 125% of ~~a three-year performance period only to~~ the ~~extent that the pre-established~~target performance objective ~~has been met.~~
and corresponds to a 150% payment level, and the over-achievement performance level is 150% of the target performance objective and corresponds to a 200% payment level.

For total stockholder return relative to our peer group for the three-year period ending December 31, 2023, the threshold performance level is 50% of the target performance objective and corresponds to a 0% payment level; no portion of the award may be earned for results below the threshold performance level. The stretch performance level is 150% of the target performance objective and corresponds to a 200% payment level.


~~2019~~2022 Proxy Statement		TETRA Technologies, Inc. I 53

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

~~The following table summarizes the various elements of our 2018 long-term incentive program for Mr. Serjeant and other Senior Management of CCLP, and their alignment with our compensation principles:~~

~~Component of LTI Program~~

~~Terms~~

~~Alignment with~~

~~Compensation Principles~~

~~CCLP Performance Phantom Units~~

~~(50% of Total LTI Mix targeted for CCLP Senior Management)~~

• ~~3-year performance period~~

• ~~Target award amounts denominated in units~~

• ~~Payout range of 0% to 200% of target award~~

• ~~Performance determined by pre-established 3-year financial metric approved by the Committee~~

Long-term, performance-based phantom units work in conjunction with annual awards of time-based units to provide us with increased retention value and reward participants for both improved financial results and improvement in the market price for CCLP units.

~~CCLP Phantom Units~~

~~(50% of Total LTI Mix targeted for CCLP Senior Management)~~

• ~~Units vest in equal installments over 3-year period, subject to continued service~~

~~Time-based phantom units are a key element in aligning our Senior Management’s interests with those of CCLP’s unitholders.~~

~~CCLP NEO & Senior Management~~

~~2018 Program Awards~~

While the Committee does consider our compensation peer group’s practices in establishing equity incentive opportunities, it does not specifically benchmark the value of equity awards relative to that peer group or any survey data. The Committee has observed that market price volatility resulting from changes in prices of oil and gas and other industry-specific and broader, macro-economic cycles and trends creates significant year-to-year variances in the value of our equity awards. As these variances are difficult to predict and may not impact all member of our compensation peer group equally, the accuracy and usefulness of our compensation peer group data in establishing specific equity award benchmarks may be limited. The Committee does, however, annually review the equity compensation practices of the members of our compensation peer group in order to gain a general impression of the proportionate share of equity award value and the magnitude of equity awards in the total compensation packages offered by these companies.

The following tables summarizes the 2018 LTI grants to each of our NEOs. Mr. Murphy, who received an inducement award of TETRA restricted shares in connection with his initial employment with us on February 12, 2018, did not receive a separate annual long-term incentive award in 2018.

TETRA Stock
Options / Stock
Appreciation
Rights

TETRA Restricted
Shares / CCLP Phantom Units

Long-Term
Performance
Based Cash / CCLP Performance Phantom Units

Total
Long-Term
Award Value

Stuart M. Brightman

$
572,241

$
1,137,641

$
1,120,000

$
2,829,882

Elijio V. Serrano

194,155

393,862

380,000

968,017

Brady M. Murphy

—

—

—

—

Matthew J. Sanderson

102,186

203,152

200,000

505,338

Owen A. Serjeant

—

368,792

368,792

737,584

~~Time-Based Awards Granted under the TETRA 2011 Equity Incentive Compensation Plan during 2018~~

The Committee approved awards of TETRA stock options or SARs and restricted stock to each of our NEOs except Messrs. Murphy and Serjeant on February 22, 2018. One-third of the TETRA stock options or SARs, which were granted with an exercise price equal to 100% of the market price on the date of grant, vested on the first anniversary of the date of grant, and 2.78% portions of the stock options vest monthly thereafter. One-third of the shares of restricted stock vests on the first anniversary of the grant date, and a 16% portion of the shares of restricted stock vests every six months thereafter.


54 ~~I TETRA Technologies, Inc.~~		~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

~~One-Time Restricted Stock Award Granted to Mr. Serrano~~

In September of 2017, in connection with the annual review of our succession plans that encompasses multiple levels of management across our entire organization, our Board of Directors approved an expansion of our management team, to fill certain positions that had been consolidated or eliminated during the downturn, in some cases, and in other cases to upgrade our capabilities in specific areas, providing credible candidates for succession into key positions.

As a result, during 2017 and 2018 we successfully recruited several seasoned leaders in the critical areas of FP&A, HSEQ, global supply chain, and operations management. In order to secure the services of these individuals in an extremely tight market for labor, we found it necessary to offer higher incentive award targets (for both annual and long-term incentives) than we have historically provided. These arrangements, while highly effective in building our Senior Management bench strength, created certain inequities in the total compensation opportunities provided to our Senior Management, including our NEOs.

Accordingly, we have taken certain actions in 2018 and 2019 to better ensure the parity of compensation opportunities for members of Senior Management who exceed established business objectives and drive our strategic growth.

Mr. Serrano, our Chief Financial Officer, has also served as the Chief Financial Officer of CCLP since March of 2017. As such, Mr. Serrano leads the finance and accounting teams that avoided financial catastrophe during the prolonged downturn and preserved the investments of the TETRA stockholders and CCLP unitholders. The Committee, in recognition of Mr. Serrano’s exemplary service to us and desiring to ensure our retention of his future services, on February 22, 2018, approved a special, one-time award to Mr. Serrano of TETRA restricted shares with an approximate grant date value of $500,000. All of the restricted shares granted as part of this special award will cliff vest on the third anniversary of their date of grant, providing a significant incentive for Mr. Serrano to remain in our service.

~~Employment Inducement Award Granted to Mr. Murphy~~

On February 12, 2018, in connection with Mr. Murphy’s initial employment with us, our Board of Directors approved an award to Mr. Murphy of TETRA restricted shares with a grant date value of $1,778,896. Fifty percent of such restricted shares vested on the first anniversary of the grant date, and, subject to Mr. Murphy’s continued employment with us, 25% of the restricted shares will vest on each of the second and third anniversaries of the grant date. This was a one-time award extended as a material inducement to Mr. Murphy’s employment with us. Beginning in 2019, Mr. Murphy participates in annual awards of long-term incentives that conform to the structure of long-term awards granted to our other NEOs and Senior Management.

~~CCLP Unit Awards Granted under the CCLP 2011 Long Term Incentive Plan during 2018~~

On February 22, 2018, the Committee recommended to the board of directors of the general partner of CCLP, CSI Compressco GP Inc. (the “CCGP Board”), the approval of an award to Mr. Serjeant consisting of equal proportions of CCLP phantom units and CCLP performance-based phantom units. On February 23, 2018, the CCGP Board approved such awards. A one-third portion of the CCLP phantom units vested on the first anniversaryamounts of the awards ~~and equal one-third portions will vest on the second and third anniversaries of the award, subject to Mr. Serjeant’s continued employment with us. The performance phantom units~~that may be earned by a participant at the end of the three-year performance period will be based on ~~CCLP’s~~our attainment of these performance objectives, subject to the ~~sole, cumulative 3-year distributable cash flow (“DCF”) target performance objective.~~discretion of the Committee.


~~2019 Proxy Statement~~		~~TETRA Technologies, Inc. I~~ 55

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

Payment of Long-Term Performance-Based Cash Incentives Granted in 2019

In February ~~2018,~~of 2019, the Committee established performance measures and performance objectives applicable to long-term cash incentive awards granted to certain of our NEOs under the ~~Cash Incentive Compensation Plan~~CICP for the three-year performance period ending on December 31, ~~2020.~~2021. The performance measures ~~and the relative weights of each such performance measure~~ for these long-term incentive awards ~~are:~~

~~TETRA's three-year cumulative~~granted to Messrs. Murphy, Serrano, and Sanderson were: TETRA’s cash from operations per share for each year in the three-year period ~~ending~~ended December 31, ~~2020, weighted 50%;~~2021; and

total stockholder return relative to our performance peer group for the three-year period ending December 31, ~~2020, weighted 50%.~~2021. The performance measure for these long-term incentive awards granted to Messrs. Moeller and Mucha was TETRA’s cash from operations per share for each year in the three-year period ended December 31, 2021.

OnIn addition, in May of 2019 upon Mr. Murphy’s promotion to the position of Chief Executive Officer, the Committee established a performance measure and performance objectives applicable to a long-term cash incentive award for the three-year performance period ending December 31, 2021. The sole performance measure for this long-term cash incentive award was RONCE (EBIT), determined on an annual basis, with payment of any earned amounts deferred until March of 2022. Our RONCE (EBIT) performance measure is defined as earnings before interest and tax (EBIT), divided by the ~~assistance~~average of ~~Pearl Meyer,~~current year and last year net capital employed. Net capital employed is defined as total assets minus cash, minus current liabilities, plus current debt. The Committee utilized the ~~Committee develops a~~RONCE (EBIT) performance ~~peer group that is used only~~measure for this long-term incentive award in order to ~~measure~~focus our then incoming CEO on the creation of sustainable stockholder value. Please refer to Appendix A in this Proxy Statement for reconciliations of non-GAAP financial measures.

Payments Earned Under 2019 relative total stockholder return (“RTSR”) under our long-term cash incentive awards. The performance peer group is comprised of companies that directly compete with us in terms of the products and services we offer and the customers we serve.TSR Performance Measure. The following performance peer group was adopted by the Committee ~~early~~ in ~~2018~~2019 in connection with their approval of the long-term cash incentive compensation awards based on relative TSR for the performance period of January 1, ~~2018~~2019 through December 31, ~~2020:~~2021:

Performance Peer Group

Used to evaluate our RTSR under performance-based
long-term incentive awards

• Archrock, Inc.

• Basic Energy Services, Inc.

• C&J Energy Services, Inc.

• Flotek Industries, Inc.

• Forum Energy Technologies, Inc.

• Helix Energy Solutions Group, Inc.

• Key Energy Services, Inc.

• Natural Gas Services Group, Inc.

• Newpark Resources,

• ~~Oceaneering~~ Inc.

• ~~Oil States~~Oceaneering International, Inc.

• Select Energy Services, Inc.

• Superior Energy Services, Inc.

• Tidewater Inc.

• USA Compression Partners, LP

For ~~each~~the relative TSR performance measure, a threshold, target, and stretch performance objective ~~has been~~was established by the Committee. The following table provides the specific performance objectives established by the Committee for the relative TSR performance measure and the portion of the target amount of the award that would be earned at each level of performance:

2019 Long-Term Performance-Based Cash Incentives: TSR vs. Peer Group
Performance Level	Target Performance Objective	Portion of Target Award Vested
Threshold	25th %tile	0%
Target	50th %tile	100%
Stretch	75th %tile	200%

Based on an analysis of our results for the performance period ended December 31, 2021, the Committee determined that our total stockholder return placed us at the 96.7^th percentile of the applicable peer group, above the stretch performance level. In addition, our absolute TSR for the period was 52.9%, and we were one of only two companies in our peer group to achieve a positive TSR for the period of January 1, 2019 through December 31, 2021. Accordingly, the Committee determined that 200% of the relative TSR portion of the 2019 award had been earned, and approved payment of the following earned portions of the 2019 awards based on relative TSR to the following NEOs who received such awards:


54 I TETRA Technologies, Inc.		2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

	Target Value of 2019 Long-Term Cash Incentive Award based on Relative TSR		Amount Earned as of December 31, 2021		% of Target Award Opportunity Earned
Brady M. Murphy	$	375,000	$	750,000		200.0	%
Elijio V. Serrano		237,500		475,000		200.0	%
Matthew J. Sanderson		125,000		250,000		200.0	%

Payments Earned Under 2019 Cash from Operations per Share Performance Measure. The following table provides the specific performance objectives established by the Committee for the cash from operations per share performance measure and the portion of the target amount of the award that would be earned at each level of performance:

2019 Long-Term Performance-Based Cash Incentives: 3-Year Cash From Operations per Share
	Target Performance Objectives						Portion of
Performance Level	Year 1		Year 2		Year 3		Target Award Vested
Threshold	$	0.33	$	0.56	$	0.65	0%
Target	$	0.41	$	0.70	$	0.81	100%
Stretch	$	0.51	$	0.88	$	1.01	200%

The Committee determined that our three-year cash from operations per share results for the performance period did not reach the required threshold level of performance and no portions of the 2019 long-term, performance-based cash awards were earned by the following NEOs who received such awards:

	Target Value of 2019 Long-Term Cash Incentive Award based on Cash from Operations per Share		Amount Earned as of December 31, 2021		% of Target Award Opportunity Earned
Brady M. Murphy	$	375,000	$	0		0.0	%
Elijio V. Serrano		237,500		0		0.0	%
Matthew J. Sanderson		125,000		0		0.0	%
Timothy C. Moeller		62,500		0		0.0	%
Jacek M. Mucha		30,000		0		0.0	%

Payments Earned Under 2019 RONCE (EBIT) Performance Measure. The following table provides the specific performance objectives established by the Committee for the RONCE (EBIT) performance measure and the percentage of the target amount of the award that may be earned byat each level of performance, as well as the portion of the total target award amount that may be earned for each year within the three-year performance period:

2019 Long-Term Performance-Based Cash Incentives: RONCE (EBIT)
	Target Performance Objectives			Portion of
Performance Level	Year 1	Year 2	Year 3	Target Award Vested
Threshold	2.0%	8.9%	10.7%	30%
Target	2.5%	11.1%	13.4%	100%
Stretch	3.1%	13.9%	16.8%	150%
OA	3.8%	41.9%	48.1%	200%
Portion of Total Award That May Be Earned, at Target, for Performance in Each Year	10.0%	41.9%	48.1%

The Committee determined that our RONCE (EBIT) result for the first year in the three-year performance period was 2.8%, above the target performance level established for that year, and 124% of the 10% portion of the total target award for the first year was deemed to be earned. Following the end of the second and third years in the three-year performance period, the Committee determined that our RONCE (EBIT) results for each applicable year did not reach the required threshold level of performance. Payment of the portion of the award earned based on performance during the first year was deferred until March 2022 for Mr. Murphy:


2022 Proxy Statement		TETRA Technologies, Inc. I 55

COMPENSATION DISCUSSION & ANALYSIS

Target Value of 2019 Long-Term Cash Incentive Award based on RONCE (EBIT)

Amount Earned as of

December 31, 2021

% of Target Award Opportunity Earned

Brady M. Murphy

1,000,000

124,000

12.4

Payments Earned Under 2020 Performance Awards

During 2020, the sudden onset of the global COVID-19 pandemic and subsequent drop in energy prices created a ~~participant~~need to review and refocus the target performance objectives established under our CICP for 2020. Considering this uncertainty and acknowledging our particular need to retain key employees critical to the long-term success of our businesses, the Committee approved time- and performance-based incentive awards (“Performance Awards”) for certain NEOs, that would be settled at the end of the ~~three-year~~ performance period ~~will be based on our attainment~~in a combination of ~~such performance objectives, subject~~cash and stock.

In determining the structure and maximum award opportunities available under the Performance Awards, the Committee gave significant weight to the ~~discretion~~following factors:

The base salary of ~~the Committee.~~

~~Payment of Long-Term Performance-Based Cash Incentives Granted in 2016~~

~~In February of 2016, the Committee established performance measures and performance objectives applicable to long-term cash incentive awards granted to certain~~each of our NEOs under the Cash Incentive Compensation Plan for the three-year performance period ending on December 31, 2018. The performance measures for these long-term incentive awards, and the weight of each performance measure in the determination of payouts under the awards were:

~~TETRA’s three-year cumulativefreecashflowfortheperiodendedDecember31,2018,weighted50%; and~~had been reduced by 20%.

~~total stockholder return relative~~Annual awards under our CICP for 2020 were not expected to ~~our performance peer group~~be earned (and in fact, none of the NEOs who received a 2020 Performance Award earned any portion of their CICP award for ~~the three-year period ending December 31, 2018, weighted~~2020).

~~50%.~~The market for executive management talent was very competitive with a number of companies emerging from bankruptcies with strong balance sheets and looking for new leadership.

The ~~following performance peer group~~maximum value of each Performance Award was ~~adopted by the Committee early in 2016 in connection with their approval~~equal to 100% of each NEOs’ unreduced annual base salary for 2020 (“Unreduced Salary”). The Performance Awards were comprised of the ~~long-term cash incentive compensation awards for the performance period of January 1, 2016 through December 31, 2018:~~following four components:


	□ Component One Time-Based Amount
	~~Performance Peer Group~~ Used to evaluate our RTSR under performance-based long-term incentive awards	■ • ~~Archrock, Inc.~~ • ~~Basic Energy Services~~ • ~~C&J Energy Services~~ • ~~Flotek Industries~~ • ~~Forum Energy Technologies~~ • ~~Helix Energy~~ • ~~Key Energy Services~~Component Two Time-Based Amount
	■ • ~~Newpark Resources~~Component One Maximum Performance-Based Amount
	■ • ~~Oil States International~~ • ~~Patterson-UTI Energy~~ • ~~Pioneer Energy Services~~ • ~~RPC~~ • ~~Superior Energy Services~~ • ~~Tidewater~~Component Two Maximum Performance-Based Amount

The dollar value of the time-based amount and maximum performance-based amount with respect to each component of the Performance Awards granted to each NEO is shown in the table below:

	Component One Time-Based Amount		Component One Maximum Performance-Based Amount		Component Two Time-Based Amount		Component Two Maximum Performance-Based Amount
Brady M. Murphy	$	87,500	$	87,500	$	87,500	$	437,500
Elijio V. Serrano		56,250		56,250		56,250		281,250
Matthew J. Sanderson		51,875		51,875		51,875		259,375
Timothy C. Moeller		41,250		41,250		41,250		206,250
Jacek M. Mucha		32,500		32,500		32,500		162,500

•

Component One – The maximum amount of component one of the Performance Awards (“Component One”) was equal to 25% of each applicable NEO’s Unreduced Salary. One half of Component One was time-based and earned on the earlier of April 2, 2021 and the date of a “Change in Control” (as defined in the 2018 Plan) (such applicable date, the “Achievement Date”), contingent upon the NEO’s continued employment through the Achievement Date. The remainder of Component One was earned based upon (i) the NEO’s continued employment through the Achievement Date and (ii) our attainment of at least (x) $60 million of liquidity as of


56 I TETRA Technologies, Inc.		~~2019~~2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

For each performance measure, a threshold, target, stretch, and over achievement performance objective was established by the Committee. Messrs. Murphy, Sanderson, and Serjeant, who were not employed by us at the time the 2016 awards were granted, did not receive long-term performance-based cash incentive awards in 2016.

The following table provides the specific performance objective established by the Committee for each of the performance measures and the portion of the target amount of the total award that would be earned at each level of performance:

Performance & Payout Levels – 2016 Long-Term Performance-Based Cash Incentives

Performance Level

TSR v. Peer
Group

Portion of
Target Award
Vested

3-Year
Cumulative
Free Cash Flow

Portion of
Target Award
Vested

Aggregate
Award
Opportunity

Below Threshold

below 25th %tile

—%

$98.0 million

—%

—%

Threshold

25th %tile

10%

$98.0 million

10%

20%

Target

50th %tile

50%

$140.0 million

50%

100%

Stretch

75th %tile

100%

$182.0 million

80%

180%

Over Achievement

90th %tile

100%

$210.0 million

100%

200%

December 31, 2020 and (y) $8 million of adjusted EBITDA for the fourth quarter of 2020. To the extent performance exceeded such threshold goals, the amount earned with respect to the performance-based portion of Component One was proportionately increased to reflect the amount by which performance exceeded such goals.

~~Based on analysis of our results for the performance period ended December 31, 2018, the Committee determined that our total stockholder return placed us at the 37~~th percentile of the applicable peer group, between the threshold and target performance levels. While recognizing that our total stockholder return for the performance period was negative, the Committee noted that only two companies in the peer group had achieved a positive total stockholder return for the performance period, four companies had gone bankrupt, and our ability to outperform many of our peers in an extremely challenging market merited payment of 28.7% of the target value of the award.

~~2016 Peer Group TSR Results~~


~~2019~~2022 Proxy Statement		TETRA Technologies, Inc. I 57

COMPENSATION DISCUSSION & ANALYSIS ~~(“CD&A”)~~

~~The Committee further determined that~~

•Component Two – The maximum amount of component two of the Performance Awards (“Component Two”) was equal to 75% of each applicable NEO’s Unreduced Salary. One-sixth of Component Two was time-based and earned on the Achievement Date, contingent upon the NEO’s continued employment through such date. The remainder of Component Two was earned based upon (i) the NEO’s continued employment through the Achievement Date and (ii) the level of appreciation of the average closing market price for our common stock over a minimum of $0.28 per share (the closing market price for our stock on March 31, 2020) for the ten consecutive trading days preceding March 31, 2021.


Average Stock Price as of March 31, 2021	Component Two Performance-Based Amount (% of Unreduced Salary)
$0.28 or less	—%
$0.57	12.5%
$1.14	37.5%
$2.28	62.5%

As of April 2, 2021, each NEO who received a Performance Award earned the Component One and Two time-based amounts. Further, based on our ~~three-year cumulative free cash flow~~attainment of $93.7 million of liquidity as of December 31, 2020, adjusted EBITDA of $11.3 million for the ~~performance period did not reach~~fourth quarter of 2020, and an average closing market price of $2.72 for the ~~required threshold level of performance. Accordingly, the Committee has approved payment~~ten consecutive trading days preceding March 31, 2021, 84.3% of the ~~following earned portions~~Component One performance-based amount (based on the proportional increase in liquidity from the $60 million target to our $93.7 million result), and 100% of the ~~2016 long-term,~~Component Two performance-based amount were deemed to have been earned. Please refer to Appendix A in this Proxy Statement for reconciliations of non-GAAP financial measures. The table below shows amounts earned and payable in cash ~~awards~~and stock with respect to the ~~following NEOs who received such awards:~~Performance Awards as determined on the April 2, 2021 Achievement Date, and reported as compensation earned during 2021 in the Summary Compensation Table in this Proxy Statement.

2016 Earned Award Opportunities - Long-Term Cash Incentive Compensation Plan

Target Value of 2016 Long-Term
Performance-Based Award

Amount Earned as of
December 31, 2018

% of Target Earned

Stuart M. Brightman

$
625,000

$
179,375

28.7
%
Elijio V. Serrano

237,500

68,163

28.7
%

	Total Target Amount of Performance Award Earned		Portion of Award Paid in Cash			Portion of Award Paid in Immediately Vested Shares
Brady M. Murphy	$	686,263		61.7	%		38.3	%
Elijio V. Serrano		441,169		61.7	%		38.3	%
Matthew J. Sanderson		406,856		80.9	%		19.1	%
Timothy C. Moeller		323,524		80.9	%		19.1	%
Jacek M. Mucha		254,898		80.9	%		19.1	%

Retirement, Health, and WelfareBenefits

We offer a variety of health and welfare benefits to all eligible employees. Members of Senior Management are generally eligible for the same benefit programs on the same basis as the broad-base of our employees. Our health and welfare programs are intended to protect employees against catastrophic loss and to encourage a healthy lifestyle. These health and welfare programs include medical, wellness, pharmacy, dental, life insurance, short-term and long-term disability insurance, and insurance against accidental death and disability.

401(k) Plan. We offer a 401(k) program that is intended to supplement a participant’s personal savings and social security benefits. Under our 401(k) Retirement Plan (the “401(k) Plan”), eligible employees may contribute on a pretax basis up to 70% of their compensation, subject to an annual maximum dollar amount established under the Code. We generally make a matching contribution under the 401(k) Plan equal to 50% of the first 8% of annual compensation the participant contributes to the 401(k) Plan. Matching contributions under the 401(k) Plan were suspended from April of 2020 through October of 2021 in connection with cost reduction actions taken in response to the global COVID-19 pandemic. As of December 31, ~~2018,~~2021, approximately ~~90%~~88% of all eligible employees were participating in the 401(k) Plan. All employees (other than nonresident aliens) who have reached the age of


58 I TETRA Technologies, Inc.		2022 Proxy Statement

COMPENSATION DISCUSSION & ANALYSIS

eighteen are eligible to participate in the 401(K) Plan beginning on the first day of the month following their completion of 30 days of service with us.

Nonqualified Deferred Compensation Plan. We provide our Senior Management, directors, and certain other key employees with the opportunity to participate in the Executive Nonqualified Excess Plan, an unfunded, deferred compensation program. There were 2213 participants in the program at December 31, ~~2018.~~2021 (none of our current NEOs participate in this plan). Under the program, participants may defer a specified portion of their annual total cash compensation, including salary and performance-based cash incentive compensation, subject to certain established minimums. The amounts deferred may increase or decrease depending on the deemed investment elections selected by the participant from among various hypothetical investment election options. Deferral contributions and earnings credited to such contributions are 100% vested and may be distributed in cash at a time selected by the participant and irrevocably designated on the participant’s deferral form. In-service distributions may not be withdrawn until two years following the participant’s initial enrollment. Notwithstanding the participant’s deferral election, the participant will receive distribution of his deferral account if the participant becomes disabled or dies, or upon a change in control.

~~CEO Pay Ratio~~

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, requires us to disclose the annual total compensation of Mr. Brightman, our CEO, and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For 2018:

• ~~Median employee’s total compensation~~

~~$ 69,337~~

• ~~Mr. Brightman’s total annual compensation~~

~~$ 3,079,608~~

• ~~Ratio of CEO to median employee compensation~~

~~44.4 to 1~~


58 ~~I TETRA Technologies, Inc.~~		~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

We used a consistently applied compensation measure to identify the median of the annual total compensation of all of our employees, and to determine the annual total compensation of our CEO. To make them comparable, salaries for newly hired employees who had worked less than a year were annualized, and the target annual bonus amount was applied to their total compensation measure. To identify the median of the annual total compensation of all employees and the median employee’s compensation, we took the following steps:

~~We determined that our employee population as of December 31, 2018 consisted of 2,928 full- and part-time employees located in 13 countries (we do not have temporary or seasonal workers).~~

~~We selected December 31, 2018 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic matter.~~

For our international employees paid in their local currency, we converted each such employee’s total annual compensation as of December 31, 2018 to U.S. dollars; however, we did not make any cost of living adjustment with respect to any of our U.S. or international employees.

The CEO pay ratio reported above is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, and adjustments, as well as significantly varying workforce structures, CEO pay ratios reported by other companies are not likely to be comparable to our CEO pay ratio.

~~Perquisites~~Perquisites

Perquisites (“perks”) are not a material component of our executive compensation. In general, NEOs are not compensated for and do not receive reimbursements for ~~the private use of country clubs,~~ meals, airline and travel costs other than those costs allowed for all employees, or for tickets to sporting events or entertainment events, unless such tickets are used for business purposes. Further, our NEOs do not receive compensation or reimbursements for hunting and fishing camp costs or home security expenses. During ~~2018,~~2021, no NEO received any compensation for or reimbursement of any of the foregoing costs or expenses incurred for non-business purposes.

Clawback Policy

In 2018, the Committee adopted the Executive Incentive Compensation Recoupment Policy, or Clawback Policy. This policy covers recoupment of certain incentive compensation paid to certain of our officers, including each of our NEOs. Incentive compensation includes any performance bonuses or incentive awards, including short and long-term incentive bonuses (in cash or otherwise) and all forms of equity-based awards that are granted, earned or vested under any TETRA plan, arrangement or agreement based wholly or in part on the attainment of a financial reporting measure. The policy provides a mechanism to recoup incentive compensation in the event we are required to prepare a restatement of our previously issued financial statements to correct one or more errors that are material to those financial statements (other than to comply with changes in applicable accounting principles or to reflect retrospective reclassification or adjustment in accordance with applicable SEC rules and regulations) due to our material noncompliance with any financial requirement under the federal securities laws or in the event that our board concludes that a covered officer engaged in misconduct that caused significant financial or reputational harm to us but did not cause the need for a restatement of our financial statements.

Severance ~~Pla~~nPlan and Termination Payments

With the exception of the Change of Control Agreements described below, we do not have a defined severance plan for, or any agreement with, any Named Executive Officer that would require us to make any termination payments.

Employment ~~Agreements~~Agreements

We have previously entered into employment agreements with Messrs. ~~Brightman,~~Murphy, Serrano, ~~Murphy,~~ Sanderson, Moeller, and ~~Serjeant~~Mucha that are substantially identical to the form of agreement executed by all of our employees. Each agreement evidences the at-will nature of employment and does not guarantee the term of employment, which is entirely at the discretion of the Board of Directors, or otherwise set forth the salary and other compensation of the NEOs, which is established in accordance with the procedures described above.


~~2019 Proxy Statement~~		~~TETRA Technologies, Inc. I~~ 59

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

Double Trigger Change of Control Agreements

We have entered into change of control agreements ("COC Agreements") with each of our current NEOs and certain other members of our Senior Management. Each COC Agreement has an initial two-year term, with an


2022 Proxy Statement		TETRA Technologies, Inc. I 59

COMPENSATION DISCUSSION & ANALYSIS

automatic one-year extension on the second anniversary of the effective date (or any anniversary date thereafter) unless a cancellation notice is given at least 90 days prior to the expiration of the then applicable term. Under the COC Agreements, we have an obligation to provide certain benefits to each NEO upon a qualifying termination event that occurs in connection with or within two years following a “change of control” of TETRA. A qualifying termination event under the COC Agreements includes termination of the NEO’s employment by us other than for Cause (as that term is defined in the COC Agreements) or termination by the NEO for Good Reason (as that term is defined in the COC Agreements). For an overview of the specific terms and conditions of the NEOs' COC Agreements, please read the section titled "Potential Payments upon a Change of Control or Termination" below.

Indemnification ~~Agreements~~Agreements

Each of our current directors and NEOs has executed an indemnification agreement that provides that we will indemnify these directors and officers to the fullest extent permitted by our Restated Certificate of Incorporation, Amended and Restated Bylaws and applicable law. The indemnification agreement also provides that our directors and officers will be entitled to the advancement of fees as permitted by applicable law, and sets out the procedures required for determining entitlement to and obtaining indemnification and expense advancement. In addition, our charter documents provide that each of our directors and officers and any person serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise is indemnified to the fullest extent permitted by law in connection with any threatened, pending, or completed action, suit, or proceeding (including civil, criminal, administrative, or investigative proceedings) arising out of or in connection with his or her services to us or to another corporation, partnership, joint venture, trust, or other enterprise, at our request. We purchase and maintain insurance on behalf of any person who is a director or officer of the aforementioned corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as an officer or director. In addition, Messrs. Brightman, Serrano, Murphy, and Serjeant, in their capacities as directors and/or executive officers of CSI Compressco LP, have executed indemnification agreements with CSI Compressco LP that are substantially similar to the indemnification agreements executed by each of them in connection with their services to us.

Stock ~~Ownership~~Ownership Guidelines

Our Board of Directors has adopted a policy regarding stock ownership guidelines for our directors and executive officers. The stock ownership guidelines provided under the policy are intended to align the interests of our directors and executive officers with the interests of our stockholders. Under this policy, our executive officers must hold shares of our common stock equal to a multiple, based upon position, of their base salary. ~~In addition, ownership of the common units of CSI Compressco LP counts toward fulfillment of the ownership requirement.~~ The multiples applicable to our executive officers are as follows:

Chief Executive Officer, five-times base salary; ~~President, Chief Operating Officer and~~

Chief Financial Officer, two-times base salary; and,

Senior Vice Presidents, General Counsel, and Vice Presidents, one-times base salary.

Newly elected officers and directors have five years from the date of appointment to achieve compliance with the policy.

As of the date of this report, subject to the transition period described above, all ~~directors~~officers and ~~officers~~directors are in compliance with the policy.

Tax and Accounting ~~Implications~~Implications of Executive Compensation

Under Section 162(m) of the Code, publicly-held corporations generally may not take a tax deduction for compensation paid in excess of $1,000,000 in a year with respect to the corporation’s chief executive officer and other named executive officers. The former exception to this $1,000,000 limitation for performance-based compensation was repealed by the Tax Cuts and Jobs Act of 2017.


60 ~~I TETRA Technologies, Inc.~~		~~2019 Proxy Statement~~

~~COMPENSATION DISCUSSION & ANALYSIS (“CD&A”)~~

We may from time-to-time pay compensation to our executive officers that may not be deductible, including payments made under our ~~Cash Incentive Compensation Plan,~~CICP, discretionary bonuses, and other types of compensation outside of our plans. Although tax deductibility is one of the factors we consider in the design of our compensation plans and programs, we believe that our interests are best served by providing competitive compensation opportunities to our NEOs and other members of Senior Management, even if that results in the non-deductibility of certain amounts under the Code.

~~Changes for Fiscal Year 2019~~

~~Changes to the Structure of Long-Term Incentive Awards~~

As further discussed above with regard to annual long-term incentive awards, the Committee has continued the transition that began in 2018 by completely eliminating stock options from the long-term incentive awards granted to members of TETRA’s Senior Management in 2019, and moving a portion of that value to long-term performance-based cash. We believe that this change to the structure of our long-term awards will provide more focus on performance metrics that drive improvement in our long-term operational results, while still aligning the interests of our NEOs and other Senior Management with our stockholders and maintaining our ability to attract and retain high-caliber talent.

With the exception of Mr. Serjeant, whose 2019 long-term incentive award continued to consist 50% of time-based CCLP phantom units and 50% of CCLP performance-based phantom units, target 2019 long-term incentive awards for our NEOs consisted 50% of restricted stock units (RSUs), which vest ratably over a period of three years and may be settled in cash or shares of TETRA’s common stock at the discretion of the Committee, and 50% of long-term, performance-based cash. As discussed in connection with the establishment of our performance peer group, we will be using relative TSR as a performance measure for our 2019 long-term performance-based cash awards. We will also use cash from operations measured on a per share basis as a performance measure for our 2019 long-term performance-based cash awards.

~~Adoption of Retirement Guidelines~~

The Compensation Committee has adopted Retirement Guidelines which became effective January 1, 2019 and set forth administrative guidance for purposes of determining the treatment of equity and cash-based incentive awards following a qualifying retirement for employees who reside in the U.S. Under the guidelines, a qualifying retirement will generally occur upon a voluntary resignation from the company on or after attaining age 60 and having completed ten consecutive years of service, provided that the employee gives at least six months’ prior written notice to the company. As a condition to the receipt of any retirement benefits, the employee must also execute a release agreement acceptable to the Company. Following a qualifying retirement, if an employee receiving retirement benefits violates non-competition and non-solicitation restrictions contained in the Retirement Guidelines, all remaining retirement benefits will be forfeited. Application of the guidelines, and receipt of any retirement benefits, is subject to the discretion of the Compensation Committee.

Under the Retirement Guidelines, the employee may receive the full amount of any outstanding cash award for any annual or long-term performance period completed prior to a qualifying retirement. The employee may also receive a pro-rated portion of any outstanding cash award for the performance period during which the qualifying retirement occurs, based on the number of full months occurring prior to the qualifying retirement. For long-term equity-based incentive awards (performance-based restricted stock awards (“RSAs”) and performance-based restricted stock unit awards (“RSUs”)), the employee may receive a pro-rated settlement based on the number of full months during the performance period occurring prior to the qualifying retirement. Stock option awards, time-vested RSAs and time-vested RSUs that were granted at least twelve months prior to the qualifying retirement may continue to vest pursuant to the vesting schedule set forth in the applicable award agreement and stock options will continue to be exercisable for the remaining term of the option or the sooner expiration of the stock option. Among our NEOs, only Mr. Brightman is currently eligible to retire and receive benefits under the Retirement Guidelines.


~~2019 Proxy Statement~~60 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 612022 Proxy Statement

COMPENSATION COMMITTEE REPORT

The Human Capital Management and Compensation Committee met five times during the year ended December 31, ~~2018.~~2021. The Human Capital Management and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon the review and discussions described above, the Human Capital Management and Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this ~~proxy statement~~Proxy Statement to be delivered to stockholders.

Submitted by the Human Capital Management and Compensation Committee of the Board of Directors,

Thomas R. Bates, Jr., Chairman

John F. Glick

~~Joseph C. Winkler III~~Sharon B. McGee

Shawn D. Williams

This report of the Human Capital Management and Compensation Committee shall not be deemed “soliciting material” or be “filed” with the SEC subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. Further, this report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.


62 I 2022 Proxy Statement		TETRA Technologies, Inc. I 61		~~2019 Proxy Statement~~

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation

The following table sets forth the compensation earned by (i) our Chief Executive Officer (“Principal Executive Officer”), (ii) our Chief Financial Officer (“Principal Financial Officer”), and (iii) each of our other three most highly compensated executive officers (each a “Named Executive Officer”), for the fiscal year ended December 31, ~~2018.~~2021.

Summary Compensation Table

Name and Principal		Salary⁽¹⁾		Bonus			Stock Awards⁽²⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Comp.⁽³⁾		All Other Comp.⁽⁴⁾		Total			Salary⁽¹⁾		Bonus		Stock Awards⁽²⁾		Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽⁴⁾		Total
Position	Year	($)		($)			($)		($)		($)		($)		($)		Year	($)		($)		($)		($)		($)		($)		($)
Stuart M. Brightman⁽⁵⁾	2018	$	685,577	$	—		$	1,137,641	$	572,241	$	675,899	$	8,250	$	3,079,608
CEO	2017		606,008		—			750,004		638,827		1,047,643		—		3,042,482
Brady M. Murphy																	2021	$	589,615	$	-	$	1,975,810	$	-	$	1,680,798	$	7,703	$	4,253,926
President & CEO																	2020		624,615		-		1,286,609		-		-		4,308		1,915,532
	2016		535,095		—			1,250,009		625,001		525,000		16,460		2,951,565	2019		642,154		-		1,703,461		-		502,670		5,600		2,853,885
Elijio V. Serrano	2018	$	442,613	$	—		$	893,862	$	194,155	$	316,599	$	8,250	$	1,855,479	2021	$	379,038	$	-	$	856,683	$	-	$	933,777	$	3,584	$	2,173,082
Sr. Vice President & CFO	2017		399,084		—			285,000		285,000		439,933		877		1,409,894	2020		401,538		-		509,790		-		96,520		4,154		1,012,002
	2016		352,385		—			461,155		236,008		252,000		14,170		1,315,718	2019		450,000		-		511,193		-		475,686		8,400		1,445,279
Brady M. Murphy⁽⁶⁾	2018	$	467,308	$	382,159		$	1,778,896	$	—	$	282,841	$	9,357	$	2,920,561
President & COO

Matthew J. Sanderson	2018	$	384,231				$	203,152	$	102,186	$	146,788	$	8,112	$	844,469	2021	$	367,115	$	-	$	489,614	$	-	$	753,587	$	-	$	1,610,316
Sr. Vice President	2017		357,231		—			135,002		135,001		205,934		97,049		930,217	2020		370,308		-		299,832		-		50,800		5,108		726,048
	2016		27,692		154,508	⁽⁷⁾		379,561		—		—		—		561,761	2019		405,385		-		358,682		-		303,315		8,400		1,075,782
Owen A. Serjeant⁽⁸⁾	2018	$	410,000	$	—		$	737,584	$	—	$	238,382	$	1,715	$	1,387,681
President, CSI Compressco	2017		39,423		—			500,000		—		—		—		539,423
Timothy C. Moeller																	2021	$	313,077	$	-	$	336,819	$	-	$	414,835	$	2,727	$	1,067,458
Sr Vice President																	2020		286,269		-		121,379		-		-		3,734		411,382
																	2019		300,000		-		134,488		-		86,172		9,500		530,160
Jacek M. Mucha																	2021	$	230,000	$	-	$	203,976	$	-	$	292,219	$	2,684	$	728,879
VP Finance & Treasurer																	2020		232,000		-		114,098		-		-		3,200		349,298
																	2019		226,154		-		74,794		-		91,728		6,104		398,780

(1)	~~Includes~~None of our current NEOs is a participant in the Executive Nonqualified Excess Plan; however, if an NEO were to participate in the plan, amounts shown in the “Salary” column would include amounts earned but deferred pursuant to the Executive Nonqualified Excess Plan.

(2)

The amounts included in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of awards granted during the fiscal years ended December 31, ~~2018, 2017,~~2021, 2020, and ~~2016,~~2019, in accordance with FASB ASC Topic 718. A discussion of the assumptions used in valuation of option awards granted under the TETRA equity plans may be found in “Note O13 - Equity-Based ~~Compensation”~~Compensation and Other” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2021, as filed with the SEC on ~~March 4, 2019. Stock appreciation rights (“SARs”) granted to Mr. Brightman~~February 28, 2022. Amounts shown for 2021 include the value of immediately vested shares paid in ~~2018 and 2017 are valued using the Black Scholes option valuation model and such fair value is recognized based on the portion~~lieu of cash for portions of the ~~requisite service~~earned amounts of the 2020 Performance Awards and the value of restricted stock units (RSUs) that vest over a period ~~satisfied~~of three years following the date of grant under our 2021 Long-Term Incentive Awards, as ~~of each valuation date. Assumptions used~~shown in the valuation of the stock appreciation rights include: for 2018, expected stock price volatility of 57%, expected life of SARs of 4.5 years, and a risk free interest rate of 2.6%; and, for 2017, expected stock price volatility of 63.2%, expected life of SARs of 9.1 years, and a risk free interest rate of 2.37%. Phantom units and performance phantom units with tandem DERs granted to Mr. Serjeant on February 24, 2018 are valued at $7.72 per unit in accordance with FASB ASC Topic 718. The grant date fair value of performance phantom units granted to Mr. Serjeant on February 24, 2018 and included in Mr. Serjeant’s total for 2018 is reported based on the probable outcome of the performance conditions on the grant date. The value of Mr. Serjeant’s 2018 performance phantom units assuming achievement of the maximum performance level would be $737,584.table below:

Name	Earned Portions of 2020 Performance Awards Paid in Immediately Vested Shares for Period Ending April 1, 2021		Value of 3-Year Vesting Restricted Stock Units Granted Under 2021 Long-Term Incentive Awards		Stock Awards
	($)		($)		($)
Brady M. Murphy	$	273,235	$	1,702,575	$	1,975,810
Elijio V. Serrano		175,652		681,031		856,683
Matthew J. Sanderson		80,996		408,618		489,614
Timothy C. Moeller		64,406		272,413		336,819
Jacek M. Mucha		50,744		153,232		203,976

(3)

For ~~Messrs. Brightman and~~ ~~Serrano,~~each of our NEOs, amounts shown in the “Non-Equity Incentive Plan Compensation” column for ~~2018 reflect~~2021 include the ~~sum~~earned amounts of the ~~annual cash incentive~~2020 Performance Awards, excluding the value of the portions of such awards paid in shares of immediately-vested stock and reported in the “Stock Awards” column, as well as earned amounts of the 2021 Cash Incentive Compensation Plan awards and, for ~~2018 performance,~~Messrs. Murphy, Serrano, and Sanderson, the long-term performance-based cash incentive earned for the three-year performance period ended December 31, ~~2018~~2021 under our Cash Incentive Compensation ~~Plan. For Messrs. Murphy, Sanderson, and Serjeant,~~Plan, as shown in the ~~amount shown for 2018 is the amount of the annual cash incentive award earned for 2018 performance.~~table below:

Name	Earned Portions of 2020 Performance Awards Paid in Cash for Period Ending April 1, 2021		Earned Amounts of Annual Cash Incentive Compensation Plan Awards for Year Ending Dec. 31, 2021		Earned Amounts of Long-Term Performance-Based Cash Incentive Awards for 3-Year Period Ending Dec. 31, 2021		Non-Equity Incentive Plan Compensation
	($)		($)		($)		($)
Brady M. Murphy	$	423,763	$	383,035	$	874,000	$	1,680,798
Elijio V. Serrano		272,419		186,358		475,000		933,777
Matthew J. Sanderson		329,044		174,543		250,000		753,587
Timothy C. Moeller		261,649		153,186	—			414,835
Jacek M. Mucha		206,148		86,071	—			292,219

(4)

For ~~2018,~~2021, the amounts reflected represent matching contributions under our 401(K) Retirement Plan ~~and: (i) for Mr. Murphy, relocation costs~~following the reinstatement of ~~$9,357~~such contributions in ~~2018; and, (ii) for Mr. Sanderson, relocation costs of $96,025 in 2017.~~October 2021.

~~(5)~~

~~Mr. Brightman elected to defer $61,702 of his 2018 salary, $54,541 of his 2017 salary, and $47,942 of his 2016 salary under the Executive Nonqualified Excess Plan.~~

~~(6)~~

Mr. Murphy was first employed by us on February 12, 2018; the amount shown in the “Salary” column is the prorated portion of his 2018 base salary. The amount shown in the “Bonus” column is the $382,159 guaranteed bonus payable to Mr. Murphy in March 2019 in connection with his initial employment with us in 2018. Compensation data for Mr. Murphy prior to 2018 is not applicable.

~~(7)~~

~~The amount shown in the “Bonus” column for Mr. Sanderson in 2016 is the sign-on bonus paid in November 2016 in connection with his initial employment with us.~~

~~(8)~~

~~Mr. Serjeant was first employed by us on November 20, 2017; compensation data for Mr. Serjeant prior to 2017 is not applicable.~~


~~2019 Proxy Statement~~62 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 632022 Proxy Statement

COMPENSATION OF EXECUTIVE OFFICERS

Grants of Plan Based Awards

The following table discloses the actual number of TETRA ~~stock options, stock appreciation rights, and restricted stock awards~~RSUs granted during the fiscal year ended December 31, ~~2018~~2021 to each Named Executive Officer, including the grant date fair value of these awards, and the threshold, target, and maximum amounts of annual cash incentives and long-term non-equity (cash) incentives granted to each Named Executive Officer.

Grants of Plan Based Awards Table

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Estimated Future Payouts Under Equity Incentive Plan Awards							All Other Stock Awards:		All Other Option Awards:		Exercise		Grant Date Fair Value of Stock			Estimated Future Payouts Under Non-Equity Incentive Plan Awards							All Other Stock Awards:		All Other Option Awards:	Exercise	Grant Date
Name	Grant Date	Threshold		Target		Maximum			Threshold		Target		Maximum			Number of Shares or Units⁽¹⁾		Securities Underlying Options⁽²⁾		Price of Option Awards		and Option Awards⁽³⁾		Grant Date	Threshold		Target		Maximum			Number of Shares of Stock or Units⁽¹⁾		Number of Securities Underlying Options	or Base Price of Option Awards	Fair Value of Stock and Option Awards⁽²⁾
		($)		($)		($)			(#)		(#)		(#)			(#)		(#)		($/Share)		($)			($)		($)		($)			(#)		(#)	($/Share)	($)
Stuart M. Brightman	2/22/2018	$	252,000	$	840,000	$	1,680,000	⁽⁴⁾
Brady M. Murphy																								2/17/2021									647,367			$	1,702,575
																								2/17/2021	$	236,250	$	787,500	$	1,575,000	⁽³⁾
	2/22/2018	$	224,000	$	1,120,000	$	2,240,000	⁽⁵⁾																2/17/2021	$	-	$	625,000	$	1,250,000	⁽⁴⁾
	2/22/2018																293,964		306,011	$	3.87	$	1,709,882	2/17/2021	$	187,500	$	625,000	$	1,250,000	⁽⁴⁾
Elijio V. Serrano	2/22/2018	$	108,000	$	360,000	$	720,000	⁽⁴⁾																2/17/2021									258,947			$	681,031
	2/22/2018	$	76,000	$	380,000	$	760,000	⁽⁵⁾																2/17/2021	$	121,500	$	405,000	$	810,000	⁽³⁾
	2/22/2018																230,972		103,826	$	3.87	$	1,088,016	2/17/2021	$	-	$	250,000	$	500,000	⁽⁴⁾
Brady M. Murphy	2/22/2018	$	143,550	$	478,500	$	957,000	⁽⁴⁾
	2/12/2018																502,513		0	$	3.54	$	1,778,896	2/17/2021	$	75,000	$	250,000	$	500,000	⁽⁴⁾
Matthew J. Sanderson	2/22/2018	$	70,200	$	234,000	$	468,000	⁽⁴⁾																2/17/2021									155,368			$	408,618
	2/22/2018	$	40,000	$	200,000	$	400,000	⁽⁵⁾																2/17/2021	$	87,150	$	290,500	$	581,000	⁽³⁾
	2/22/2018																52,494		54,645	$	3.87	$	305,338	2/17/2021	$	-	$	150,000	$	300,000	⁽⁴⁾
Owen A. Serjeant	2/24/2018	$	86,100	$	287,000	$	574,000	⁽⁴⁾		4,771		47,771		95,542	⁽⁶⁾
	2/24/2018																47,771		0	$	7.72	$	368,792	2/17/2021	$	45,000	$	150,000	$	300,000	⁽⁴⁾
Timothy C. Moeller																								2/17/2021									103,579			$	272,413
																								2/17/2021	$	79,800	$	266,000	$	532,000	⁽³⁾
																								2/17/2021	$	-	$	100,000	$	200,000	⁽⁴⁾
																								2/17/2021	$	30,000	$	100,000	$	200,000	⁽⁴⁾
Jacek M. Mucha																								2/17/2021									58,263			$	153,232
																								2/17/2021	$	39,000	$	130,000	$	260,000	⁽³⁾
																								2/17/2021	$	-	$	56,250	$	112,500	⁽⁴⁾
																								2/17/2021	$	16,875	$	56,250	$	112,500	⁽⁴⁾

(1)

For NEOs other than Mr. Serjeant, the amounts reported are the number of TETRA restricted shares that vest ratably over a period of three years following the award date. For Mr. Serjeant, the amount reported is the number of phantom units granted under the CSI Compressco LP Amended and Restated 2011 Long Term Incentive Plan. Each phantom unit award was granted in tandem with distribution equivalent rights (“DERs”) that entitle the award holder to receive an additional number of units equal in value to any distributions paid by CSI Compressco during the period the award is outstanding times the number of units subject to the award.

~~(2)~~

The amounts reported are the number of ~~shares of~~ TETRA ~~common stock underlying stock options and stock appreciation rights~~RSUs granted in ~~2018.~~2021.

~~(3)~~(2)

The dollar amount reported for NEO’s other than Mr. Serjeant reflects the fair value on the date of grant, in each case in accordance with FASB ASC Topic 718. A discussion of the assumptions used in valuation of option awards granted during 2018 may be found in “Note O - Equity-Based Compensation” in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 4, 2019. Assumptions used in valuation of SARs granted during 2018 and 2017 may be found in footnote 2 to the Summary Compensation Table on the preceding page. For Mr. Serjeant, the dollar amount reported reflects the fair value on the date of grant in accordance with FASB ASC Topic 718. A discussion of the assumptions used in valuation of ~~performance units and performance phantom units~~option awards granted during ~~2018~~2020 may be found in “Note ~~K –~~13 - Equity-Based ~~Compensation”~~Compensation and Other” in the Notes to Consolidated Financial Statements of ~~CCLP’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2021, as filed with the SEC on ~~March 4, 2019.~~February 28, 2022.

~~(4)~~(3)

The non-equity incentive plan ~~awards~~award amounts granted on February ~~22, 2018~~17, 2021 and later amended on July 31, 2021 for Messrs. Murphy and Serrano are the threshold, target, and maximum amounts of the annual cash incentive awards granted for ~~2018~~2021 performance under our ~~Cash Incentive Compensation plan.~~CICP based on the revised annual base salaries approved in July 2021 for each NEO. The actual amounts of annual cash incentive earned for ~~2018~~2021 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above and ~~paid on March 8, 2019,~~ are as follows: Mr. ~~Brightman, $496,524;~~Murphy, $383,035; Mr. Serrano, ~~$248,436; Mr. Murphy, $282,841;~~$186,358; Mr. Sanderson, ~~$146,788;~~$174,543; Mr. Moeller, $153,186; and, Mr. ~~Serjeant, $238,382.~~Mucha, $86,071.

~~(5)~~(4)

The non-equity incentive plan ~~awards~~award amounts granted on February ~~22, 2018~~17, 2021 are the threshold, target, and ~~over-achievement~~maximum amounts of the long-term cash ~~incentive~~incentives granted for the January 1, ~~2018~~2021 through December 31, ~~2020~~2023 performance period that may be paid, to the extent earned and at the Committee's discretion, in March ~~2021.~~2024.

~~(6)~~

Performance phantom units granted on February 24, 2018 may be earned under the CSI Compressco equity plan based on the level of achievement of the distributable cash flow per outstanding unit performance objective for the three-year performance period ending on December 31, 2020. Each performance phantom unit award was granted in tandem with DERs that entitle Mr. Serjeant to receive an additional number of units equal in value to any distributions paid by CSI Compressco during the period the award is outstanding, times the number of units subject to the award.


64 I 2022 Proxy Statement		TETRA Technologies, Inc. I 63		~~2019 Proxy Statement~~

COMPENSATION OF EXECUTIVE OFFICERS

Outstanding Equity Awards at Fiscal Year End

The following table shows certain information regarding outstanding stock option awards and restricted stock unit awards (RSUs) granted under the TETRA equity plans ~~and outstanding phantom unit awards and performance phantom unit awards granted under the CSI Compressco equity plan, all~~ as of December 31, ~~2018.~~2021.

Outstanding Equity Awards at Fiscal Year End Table

	Option Awards								Stock or Unit Awards										Option Awards						Stock or Unit Awards
	Number of Securities Underlying Unexercised Options					Option Exercise		Option Expiration	Number of Shares of Stock or Units that Have Not			Market Value of Shares of Stock or Units that Have Not		Equity Incentive Plan Awards: Number of Unearned Units that Have Not			Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Units that Have Not		Number of Securities Underlying Unexercised Options			Option		Option	Number of Shares or Units of Stock That Have			Market Value of Shares or Units of Stock That Have		Equity Incentive Plan Awards: Number of Unearned Units that Have	Equity Incentive Plan Awards: Market Value or Payout of Value of Unearned Units that Have
Name	Exercisable		Unexercisable			Price⁽¹⁾		Date	Vested			Vested⁽²⁾		Vested⁽³⁾			Vested⁽³⁾		Exercisable		Unexercisable	Exercise Price⁽¹⁾		Expiration Date	Not Vested			Not Vested⁽²⁾		Not Vested	Not Vested
	(#)		(#)			($/Share)			(#)			($)		(#)			($)		(#)		(#)	($/Share)			(#)			($)		(#)	($)
Stuart M. Brightman		100,000	—			$	3.78	2/12/2019
Stuart M. Brightman		52,150	—			$	10.20	5/20/2020
Stuart M. Brightman		54,873	—			$	13.00	5/20/2021
Stuart M. Brightman		78,480	—			$	6.81	5/20/2022
Stuart M. Brightman		91,055	—			$	10.30	5/20/2023
Stuart M. Brightman		87,210	—			$	11.16	5/20/2024
Stuart M. Brightman		184,235	—			$	7.15	5/4/2025
Stuart M. Brightman		170,315		27,470	⁽⁴⁾	$	7.14	5/2/2026
Stuart M. Brightman		135,332		98,370	⁽⁵⁾	$	4.51	2/22/2027
Stuart M. Brightman		81,852		52,094	⁽⁶⁾	$	4.51	2/22/2027
Stuart M. Brightman	0			306,011	⁽⁷⁾	$	3.87	2/22/2028
Stuart M. Brightman										14,589	⁽⁹⁾	$	24,510
Stuart M. Brightman										83,150	⁽¹⁰⁾	$	139,692
Stuart M. Brightman										293,964	⁽¹¹⁾	$	493,860
Brady M. Murphy	—		—							502,513	⁽¹⁵⁾	$	844,222													53,810	⁽³⁾	$	152,820
Elijio V. Serrano		79,051		—		$	6.60	8/15/2022
Brady M. Murphy																										407,415	⁽⁴⁾	$	1,157,059
Brady M. Murphy																										268,582	⁽⁵⁾	$	762,773
Brady M. Murphy																										647,367	⁽⁶⁾	$	1,838,522
Brady M. Murphy
Elijio V. Serrano		29,646		—		$	10.30	5/20/2023												79,051		$	6.60	8/15/2022
Elijio V. Serrano		41,860		—		$	11.16	5/20/2024												29,646		$	10.30	5/20/2023
Elijio V. Serrano		70,978		—		$	7.15	5/4/2025												41,860		$	11.16	5/20/2024
Elijio V. Serrano		64,313		10,373	⁽⁴⁾	$	7.14	5/2/2026												70,978		$	7.15	5/4/2025
Elijio V. Serrano		85,372		54,334	⁽⁵⁾	$	4.51	2/22/2027												74,686		$	7.14	5/2/2026
Elijio V. Serrano	—			103,826	⁽⁸⁾	$	3.87	2/22/2028												139,706		$	4.51	2/22/2027
Elijio V. Serrano										5,498	⁽⁹⁾	$	9,237							98,056		$	3.87	2/22/2028
Elijio V. Serrano										31,597	⁽¹⁰⁾	$	53,083													34,080	⁽³⁾	$	96,787
Elijio V. Serrano										101,773	⁽¹¹⁾	$	170,979					��								106,419	⁽⁵⁾	$	302,230
Elijio V. Serrano										129,199	⁽¹⁶⁾	$	217,054													258,947	⁽⁶⁾	$	735,409
Matthew J. Sanderson		40,439		25,738	⁽⁵⁾	$	4.51	2/22/2027												66,177		$	4.51	2/22/2027
Matthew J. Sanderson	—			54,645	⁽⁸⁾	$	3.87	2/22/2028		33,589	⁽¹⁷⁾	$	56,430							51,609		$	3.87	2/22/2028
Matthew J. Sanderson										14,967	⁽¹⁰⁾	$	25,145													17,937	⁽³⁾	$	50,941
Matthew J. Sanderson										52,494	⁽¹¹⁾	$	88,190													40,742	⁽⁴⁾	$	115,707
Owen A. Serjeant										94,697	⁽¹²⁾	$	219,697
Owen A. Serjeant										47,771	⁽¹³⁾	$	110,829		47,771	⁽¹⁴⁾	$	110,829
Matthew J. Sanderson																										105,575	⁽⁵⁾	$	299,833
Matthew J. Sanderson																										155,368	⁽⁶⁾	$	441,245
Timothy C Moeller																				16,618		$	4.19	5/4/2028
Timothy C Moeller																										4,485	⁽³⁾	$	12,737
Timothy C Moeller																										30,557	⁽⁴⁾	$	86,782
Timothy C Moeller																										25,338	⁽⁵⁾	$	71,960
Timothy C Moeller																										103,579	⁽⁶⁾	$	294,164
Jacek M. Mucha																										2,153	⁽³⁾	$	6,115
Jacek M. Mucha																										31,027	⁽⁷⁾	$	88,117
Jacek M. Mucha																										23,819	⁽⁵⁾	$	67,646
Jacek M. Mucha																										58,263	⁽⁶⁾	$	165,467

The following table sets forth certain information regarding TETRA stock options and stock awards exercised and vested, respectively, under the TETRA equity plans, and phantom unit awards vested under the CSI Compressco LP Second Amended and Restated 2011 Long Term Incentive Plan by each of our Named Executive Officers during the fiscal year ended December 31, ~~2018.~~2021.

The following table discloses contributions, earnings, and balances for each of the Named Executive Officers under the TETRA Technologies, Inc. Executive Nonqualified Excess Plan, as of December 31, ~~2018.~~2021. None of our current NEOs participates in this plan.

The Executive Nonqualified Excess Plan is an unfunded deferred compensation plan pursuant to which the Named Executive Officers and non-employee directors may elect to participate. The Named Executive Officers may elect to defer up to 100% of their base salary and performance-based cash incentive compensation. Deferral elections as to annual base salary are due by mid-December, and are effective as of January 1 of the succeeding year. Deferral elections for cash incentive compensation may be made in the December enrollment period, or in a mid-year enrollment period. Deferrals are held for each participant in separate individual accounts in a rabbi trust. Deferred amounts are credited with earnings or losses depending upon the participant’s deemed investment elections from among hypothetical investment election options which are made available. All hypothetical investments are our unfunded obligations. Deferral contributions made by the participant and earnings credited to such contributions are 100% vested. A deferral period and payment date must be irrevocably specified at election for each deferral. In-service distributions may not be withdrawn until two years following the participant’s initial enrollment. Notwithstanding the participant’s deferral election, the participant will receive distribution of his deferral account upon termination of employment or service, as applicable, or upon disability or death. Hardship withdrawals are permitted for unforeseeable emergencies. In the event the Executive Nonqualified Excess Plan is terminated within twelve months of a change in control, the deferred amounts will become payable to each participant.

As of the date of this ~~proxy statement,~~Proxy Statement, we do not have a defined severance plan for, or any agreement with, any Named Executive Officer that would require us to make any termination payments. We have previously entered into employment agreements with each of our Named Executive Officers that are substantially identical to the form of agreement executed by all of our employees. These agreements evidence the at-will nature of employment, and do not guarantee term of employment, salary, severance or change in control payments.

In addition, we have entered into ~~change of control agreements ("~~COC ~~Agreements")~~Agreements with each of our NEOs and other members of our ~~senior management.~~Senior Management. The COC Agreements have an initial two-year term, with an automatic one-year extension on the second anniversary of the effective date (or any anniversary date thereafter) unless a cancellation notice is given at least 90 days prior to the expiration of the then applicable term. Under the COC Agreements, we have an obligation to provide certain benefits to each Named Executive Officer upon a qualifying termination event that occurs in connection with or within two years following a “change of control” of TETRA. A qualifying termination event under the COC Agreements includes termination of the Named Executive Officer's employment by us other than for Cause (as that term is defined in the COC Agreements) or termination by the Named Executive Officer for Good Reason (as that term is defined in the COC Agreements).

Under the COC Agreements, if a qualifying termination event occurs in connection with or within two years following a change of control, we have an obligation to pay to each Named Executive Officer the following cash severance amounts: (i)(A) an amount equal to the Named Executive Officer's earned but unpaid Annual Bonus (as that term is defined in the COC Agreement) attributable to the immediately preceding calendar year and earned but unpaid Long Term Bonus (as that term is defined in the COC Agreement) attributable to the performance period ended as of the end of the immediately preceding calendar to the extent such amounts would have been paid to the Named Executive Officer had the Named Executive Officer remained employed by us, and in each case only to the extent the performance goals for each such bonus were achieved for the respective performance period, plus (B) the Named Executive Officer's prorated target Annual Bonus for the current year, plus (C) an amount equal to the Named Executive Officer's target Long Term Bonus for each outstanding award; plus (ii) the product of 2.99, in the case of Mr. ~~Brightman,~~Murphy, or 2, in the case of the other Named Executive Officers, times the sum of the Named Executive Officer's Base Salary and target Annual Bonus amount for the year in which the qualifying termination event occurs; plus (iii) an amount equal to the aggregate premiums and any administrative fees applicable to the Named Executive Officer due to an election of continuation of coverage that the Named Executive Officer would be required to pay if the Named Executive Officer elected to continue medical and dental benefits under our group health plan for the Named Executive Officer and the Named Executive Officer's eligible dependents without subsidy from us for a period of two years following the date of a qualifying termination of the Named Executive Officer's employment. The Agreement also provides for full acceleration of any outstanding stock options, restricted stock units awards (RSUs), and other stock-based awards upon a qualifying termination of the Named Executive Officer's employment to the extent permitted under the applicable plan. All payments and benefits due under the COC Agreement are conditioned upon the execution and nonrevocation by the Named Executive Officer of a release for our benefit. All

payments under the COC Agreement are subject to reduction as may be necessary to avoid exceeding the amount allowed under Section 280G of the Internal Revenue Code of 1986, as amended.

The COC Agreements also contain certain confidentiality provisions and related restrictions applicable to the NEOs. In addition to restrictions upon improper disclosure and use of Confidential Information (as defined in the COC Agreement), each Named Executive Officer agrees that for a period of two years following a termination of employment for any reason, such Named Executive Officer will not solicit our employees or otherwise engage in a competitive business with us as more specifically set forth in the COC Agreement. Such obligations are only applicable to the Named Executive Officer if he receives the severance benefits described above.

Under the CSI Compressco LP Amended and Restated 2011 Long Term Incentive Plan, the CSI Compressco Board of Directors, in its sole discretion, may accelerate the vesting of phantom units and performance phantom units held by plan participants upon termination of their employment. Similarly, under the TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, Third Amended and Restated 2011 Long Term Incentive Compensation Plan, and the First Amended and Restated 2018 Equity Incentive Plan the Human Capital Management and Compensation Committee of our Board of Directors may accelerate the vesting of stock options, ~~restricted stock awards,~~RSUs, and other equity-based awards held by plan participants at its sole discretion. The following table quantifies the potential payments to Named Executive Officers who were employed by us as of December 31, ~~2018,~~2021, under the contracts, agreements or plans discussed above in various scenarios involving a change of control or termination of employment, assuming a December 31, ~~2018~~2021 termination date. ~~The Retirement Guidelines were not effective as of December 31, 2018 and therefore any impact from the Retirement Guidelines is not included in the following table.~~ In addition to the amounts reflected in the table, the Named Executive Officers would receive upon termination any salary earned through December 31, ~~2018,~~2021, and any benefits they would otherwise be entitled to under our 401(k) Plan and Executive Nonqualified Excess Plan.

Name	Cash Severance Payment⁽¹⁾		Bonus Payment⁽²⁾		Accelerated Exercisability of Unvested Options⁽³⁾		Accelerated Vesting of Shares or Units⁽⁴⁾		Continuation of Health Benefits		Total		Cash Severance Payment			Bonus Payment			Accelerated Exercisability of Unvested Options⁽³⁾		Accelerated Vesting of Shares or Units⁽³⁾		Continuation of Health Benefits		Total
Stuart M. Brightman
Brady M. Murphy
Death/disability	$	—	$	—	$	—	$	657,607	$	—	$	657,607	$	—		$	—		$	—	$	3,801,000	$	—	$	3,801,000
Retirement	—		—		—			657,607	—			657,607	—			—			—			3,801,000	—			3,801,000
Termination for cause	—		—		—		—		—		—		—			—			—		—		—		—
Termination for no cause or good reason	—		—		—		—		—		—		—			—			—		—		—		—
Termination upon a change of control		4,604,600		2,795,899	—			657,607		51,133		8,109,239		4,238,325	(1)		5,112,500	(2)	—			3,801,000		47,233		13,199,058

Elijio V. Serrano
Death/disability	$	—	$	—	$	—	$	450,353	$	—	$	450,353	$	—		$	—		$	—	$	1,102,471	$	—	$	1,102,471
Retirement	—		—		—			450,353	—			450,353	—			—			—			1,102,471	—			1,102,471
Termination for cause	—		—		—		—		—		—		—			—			—		—		—		—
Termination for no cause or good reason	—		—		—		—		—		—		—			—			—		—		—		—
Termination upon a change of control		1,620,000		1,077,521	—			450,353		31,343		3,179,217		1,620,000	(1)		1,905,000	(2)	—			1,102,471		28,943		4,656,414

Brady M. Murphy
Death/disability	$	—	$	—	$	—	$	844,222	$	—	$	844,222
Retirement	—		—		—			844,222	—			844,222
Termination for cause	—		—		—		—		—		—
Termination for no cause or good reason	—		—		—		—		—		—
Termination upon a change of control		2,160,000		282,841	—			844,222		45,124		3,332,187

Matthew J. Sanderson
Death/disability	$	—	$	—	$	—	$	169,764	$	—	$	169,764	$	—		$	—		$	—	$	882,157	$	—	$	882,157
Retirement	—		—		—			169,764	—			169,764	—			—			—			882,157	—			882,157
Termination for cause	—		—		—		—		—		—		—			—			—		—		—		—
Termination for no cause or good reason	—		—		—		—		—		—		—			—			—		—		—		—
Termination upon a change of control		1,248,000		585,928	—			169,764		41,516		2,045,208		1,411,000	(1)		1,153,000	(2)	—			882,157		38,276		3,484,433

Owen A. Serjeant
Timothy C. Moeller
Death/disability	$	—	$	—	$	—	$	441,354	$	—	$	441,354	$	—		$	—		$	—	$	452,527	$	—	$	452,527
Retirement	—		—		—			441,354	—			441,354	—			—			—			452,527	—			452,527
Termination for cause	—		—		—		—		—		—		—			—			—		—		—		—
Termination for no cause or good reason	—		—		—		—		—		—		—			—			—		—		—		—
Termination upon a change of control		1,394,000		238,382	—			441,354		34,973		2,108,709		1,292,000	(1)		653,500	(2)	—			452,527		31,489		2,429,516
Jacek M. Mucha
Death/disability													$	—		$	—		$	—	$	318,123	$	—	$	318,123
Retirement													—			—			—			318,123	—			318,123
Termination for cause													—			—			—		—		—		—
Termination for no cause or good reason														—			—		—			—		—		—
Termination upon a change of control														—			—		—			318,123		—		318,123

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, requires us to disclose the annual total compensation of Mr. Murphy, our CEO, and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For 2021:

proposal and will have no effect on the vote. For the purpose of determining whether the proposal has received a majority vote, abstentions will be included in the vote totals with the result that an abstention will have the same effect as a vote against the proposal.

Proposal No. 4 – The stockholder proposal is precatory and, accordingly, is not binding on the Board of Directors or the Company and requires the affirmative vote of a majority of the shares having voting power on such matter that are present or represented at the Annual Meeting. Brokers do not have discretionary authority to vote on this proposal. Consequently, broker nonvotes will not be considered in the vote totals for this proposal and will have no effect on the vote. For the purpose of determining whether the proposal has received a majority vote, abstentions will be included in the vote totals with the result that an abstention will have the same effect as a vote against the proposal.

The proxy confers discretionary authority to the persons named in the proxy authorizing those persons to vote, in their discretion, on any other matters properly presented at the Annual Meeting. Our Board of Directors is not currently aware of any such other matters.

Voting of Proxies with Unmarked Votes. All proxies that are properly completed, signed, and returned or submitted via the internet or by telephone prior to the Annual Meeting will be voted. If you return or submit your proxy with no votes marked, your shares will be voted as follows:

It is possible for a proxy to indicate that some of the shares represented are not being voted as to certain proposals. This occurs, for example, when a broker is not permitted to vote on a proposal without instructions from the beneficial owner of the stock. In such a case, the nonvoted shares will be considered in the manner described above.

Who Counts the Votes. Votes will be counted by Computershare Trust Company, N.A.

Our Board of Directors is soliciting the proxy accompanying this statement in connection with the Annual Meeting. In addition to the solicitation of proxies by use of this proxy statement, our directors, officers, and employees may, without extra compensation, solicit the return of proxies by mail, personal interview, telephone, or email. We have also retained Alliance Advisors, LLC to assist in the solicitation of proxies for a fee of approximately ~~$9,500~~$10,000 plus customary costs and other expenses. Brokerage houses and other custodians, nominees, and fiduciaries will be requested, in connection with the stock registered in their names, to forward solicitation materials to the beneficial owners of such stock.

We will pay all costs of preparing, printing, assembling, and delivering the Notice of the Annual Meeting, the Notice, this proxy statement, the enclosed form of proxy card and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation.

SEC rules regarding the delivery of the notice of internet availability, proxy statements and annual reports permit us, in specified circumstances, to deliver a single set of these reports to any address at which two or more stockholders reside. This method of delivery, often referred to as “householding,” will reduce the amount of duplicative information that security holders receive and lower printing and mailing costs for us. Each stockholder will continue to receive a separate proxy card.

We have delivered only one notice of internet availability of the proxy materials or one paper copy proxy statement and annual report, as applicable, to eligible stockholders who share an address, unless we received contrary instructions from any such stockholder prior to the mailing date. If a stockholder prefers to receive separate copies of our notice of internet availability of proxy materials or our proxy statement or annual report, either now or in the future, we will promptly deliver, upon written or oral request, a separate copy of the notice of internet availability of proxy materials or our proxy statement or annual report, as requested, to that stockholder at the shared address to which a single copy was delivered. Such requests should be communicated to our transfer agent, Computershare Investor Services, either by sending a request in writing to 462 South 4^th Street, Suite 1600, Louisville, KY 40202, or by calling 1-866-641-4276.

If you are currently a stockholder sharing an address with another stockholder and wish to have only one notice of internet availability of proxy materials or ~~proxy statement~~Proxy Statement and annual report delivered to the household in the future, please contact Computershare at the address or telephone number indicated above.

In addition to financial results determined in accordance with U.S. GAAP, this proxy may include the following non-GAAP financial measures for the Company: consolidated and segment adjusted EBITDA, adjusted free cash flow from continuing operations, net debt, liquidity, return on capital employed and cash from operations per share. The following schedules provide reconciliations of the non-GAAP financial measures included in this proxy to their most directly comparable U.S. GAAP measures. The non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with U.S. GAAP, as more fully discussed in the Company’s financial statements and filings with the Securities and Exchange Commission.

Adjusted EBITDA for external reporting purposes is defined as earnings before interest, taxes, depreciation, amortization, impairments, and certain non-cash charges, non-recurring adjustments and discontinued operations. Adjusted EBITDA for compensation purposes also excludes adjusted realized and unrealized income or loss from investments and certain board and executive compensation, which are considered outside of management’s control. Adjusted EBITDA is used by management as a supplemental financial measure to assess the financial performance of the Company’s assets, without regard to financing methods, capital structure or historical cost basis and to assess the Company’s ability to incur and service debt and fund capital expenditures. Management believes that the exclusion of the special charges from the historical results of operations enables management to evaluate more effectively the Company’s operations over the prior periods and to identify operating trends that could be obscured by the excluded items.

Adjusted free cash flow from continuing operations is defined as cash from operations less discontinued operations EBITDA and discontinued operations capital expenditures, less capital expenditures net of sales proceeds and cost of equipment sold and including cash distributions to TETRA from CSI Compressco and cash from other investments. Management uses this supplemental financial measure to:

Adjusted free cash flow from continuing operations do not necessarily imply residual cash flow available for discretionary expenditures, as they exclude cash requirements for debt service or other non-discretionary expenditures that are not deducted.

Net debt is defined as the sum of the carrying value of long-term and short-term debt on its consolidated balance sheet, less cash, excluding restricted cash on the balance sheet. Management views net debt as a measure of TETRA’s ability to reduce debt, add to cash balances, pay dividends, repurchase stock, and fund investing and financing activities.

Liquidity is defined as availability under our asset-based credit agreement (“ABL Credit Agreement”), cash and cash equivalents and specific cash payment timing adjustments. Management views liquidity as a measure of TETRA’s ability to fund operating activities and service debt.

Return on capital employed is defined as Adjusted EBIT divided by average net capital employed, where Adjusted EBIT is defined as earnings before interest, taxes, and certain non-cash charges, non-recurring adjustments and discontinued operations; net capital employed is defined as assets, excluding assets associated with discontinued operations, plus impaired assets, receivables from CSI Compressco, less investment in CSI Compressco, less cash and current liabilities, excluding current liabilities associated with discontinued operations; and average net capital employed is calculated as the average of net capital employed for the respective periods. Return on capital employed is used by management as a supplemental financial measure to assess the financial performance of the Company relative to assets, without regard to financing methods or capital structure.

Cash from operations per share is defined as Adjusted EBITDA for compensation purposes, less interest expense and cash taxes, plus cash distributions to TETRA from CSI Compressco and cash from other investments; divided by weighted average common shares outstanding.

The following reconciliation of Adjusted EBITDA is presented as a supplement to financial results prepared in accordance with GAAP.

The following reconciliation of net debt is presented as a supplement to financial results prepared in accordance with GAAP.

The following reconciliation of adjusted free cash flow from continuing operations is presented as a supplement to financial results prepared in accordance with GAAP.

⁽¹⁾ Following the GP Sale on January 29, 2021, TETRA retained an interest in CSI Compressco representing approximately 3.8% of the outstanding common units as of December 31, 2021.

The following reconciliation of liquidity is presented as a supplement to financial results prepared in accordance with GAAP.

The following reconciliation of return on capital employed is presented as a supplement to financial results prepared in accordance with GAAP.

¹⁾ Assets as of December 31, 2019 consist of $1,271.9 million consolidated assets, plus $117.2 million impaired assets, less $822.7 million of current and long-term assets associated with discontinued operations and $61.2 million of adjustments related to the investment in CSI Compressco. Assets as of December 31, 2018 consist of $1,385.5 million consolidated assets, less $826.7 million of current and long-term assets associated with discontinued operations and $68.4 million of adjustments related to the investment in CSI Compressco.

⁽²⁾ Current liabilities as of December 31, 2019 consist of $188.7 million of consolidated current liabilities less $102.5 million of current liabilities associated with discontinued operations. Current liabilities as of December 31, 2018 consist of $200.4 million of consolidated current liabilities less $90.8 million of current liabilities associated with discontinued operations

TETRA Technologies, Inc. GLOBAL HEADQUARTERS 24955 Interstate 45 North The Woodlands, TX 77380 +1281.367.1983 www.tetratec.com

MMMMMMMMMMMM + C 1234567890 000004 MMMMMMM ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMM MR A SAMPLE Online DESIGNATION (IF ANY) ADD 1 Go to www.envisionreports.com/TTI ADD 2 or scan the QR code — login details are located ADD 3 in the shaded bar below. ADD 4 ADD 5 ADD 6 Votes submitted electronically must be received by 11:59 p.m., Eastern Time, on May 23, 2022. StockholderMeetingNotice123456789012345 Important Notice Regarding the Availability of Proxy Materials for the TETRA Technologies, Inc. Stockholder Meeting to be Held on Tuesday, May 24, 2022 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2022 proxy statement and annual report to stockholders are available at: www.envisionreports.com/TTI Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/TTI. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 12, 2022 to facilitate timely delivery. 2NOT COY + 03LP1B

Stockholder Meeting Notice TETRA Technologies, Inc.’s Annual Meeting of Stockholders will be held on Tuesday, May 24, 2022, at the TETRA Technologies Corporate Headquarters Building, 24955 Interstate 45 North, The Woodlands, Texas, at 11:00 a.m. Local Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, FOR Proposals 2 and 3, and makes no recommendation on Proposal 4. 1. To elect seven directors to serve one-year terms ending at the 2023 Annual Meeting of Stockholders, or until their successors have been duly elected or appointed. Nominees: 01) Mark E. Baldwin 02) Thomas R. Bates, Jr. 03) John F. Glick 04) Gina A. Luna 05) Brady M. Murphy 06) Sharon B. McGee 07) Shawn D. Williams 2. To ratify and approve the appointment of Grant Thornton LLP as TETRA’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the compensation of the named executive officers of TETRA Technologies, Inc 4. To vote on a stockholder proposal entitled, “Proposal 4 – Simple Majority Vote,” if properly presented at the meeting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. You may obtain directions to the location of the 2022 annual meeting by contacting our Investor Relations Department at 281-367-1983 or at the Investor Relations area of our website at www.tetratec.com. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/TTI. Click Cast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials TETRA Technologies, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 12, 2022.

		Board Recommendation	Page Reference
Management Proposals
1 -	Election of Directors	Vote FOR each director nominee	5
2 -	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm	Vote FOR	12
3 -	Advisory vote to approve executive compensation	Vote FOR	14

Stockholder Proposal
4 -	To vote on a stockholder proposal regarding simple majority vote, if properly presented	No Recommendation	16


~~Dedication to our CØRE values is integral to our culture~~Independence	Tenure	•~~Focus on~~ ~~Customers~~Diversity •~~“Drive to~~ ~~Zero” Incidents~~ •~~Maximize~~ ~~Returns~~ •~~Engage and Motivate~~ ~~Employees~~
		~~• Completed two acquisitions that enhance our integrated water management solutions in North America shale basins~~ • ~~Sold our offshore division, furthering our goal of streamlining operations and focusing on our core businesses – Completion Fluids & Products, Water & Flowback Services and Compression~~ ~~• Added financial flexibility to grow by reducing financial covenants and extending debt maturities~~ • ~~Focused our capital investments on high-value, high-return projects~~ • ~~Advanced our innovative, environmentally responsible products, such as our zinc-free, solids-free TETRA CS Neptune~~^® ~~completion fluids~~ • ~~Strengthened our management team with high potential individuals to help us drive stockholder value and enhance our competitive advantages~~


• ●	Majority vote policy in the election of ~~directors;~~directors
• ●	Annual election of ~~directors;~~all directors
• ●	Separation of Chairman of the Board and Chief Executive Officer ~~positions;~~positions
• ●	Regular meetings of our non-employee independent ~~directors;~~directors
• ●	Thoughtful Board Evaluation Process


●	Director and Executive Succession Planning
●	Formal Onboarding Program for New Directors
●	Rigorous stock ownership guidelines applicable to directors and executive officers
●	A prohibition against directors, ~~and~~ executive officers and employees holding our securities in margin accounts or pledging our securities, absent company ~~approval;~~approval
• ●	A prohibition against directors, ~~and~~ executive officers and employees engaging in certain hedging transactions with respect to our ~~securities;~~securities
~~• Rigorous stock ownership guidelines applicable to directors and executive officers;~~●	~~• Change~~Executive Officer change in control benefits that are subject to “double trigger”;
• ●	An independent compensation consultant hired by and reporting to the Human Capital Management and Compensation ~~Committee; and~~Committee
• ●	Compensation clawback policy ~~adopted in 2018~~ that provides us with a mechanism to recover incentive compensation paid to our executive officers in certain ~~circumstances.~~circumstances
●	Human Rights Standards

	Change in Annual Base Salary (2020 to 2021)	Change in Target Annual Bonus (2020 to 2021)	Percentage of 2021 Total Target Direct Compensation that is Variable or Performance-Based
Brady M. Murphy President & CEO	-10%	+25%	84%
Elijio V. Serrano Sr. VP & CFO	-10%	+25%	78%
Matthew J. Sanderson Sr. VP	No change	No change	68%
Timothy C. Moeller Sr. VP	+15%	+17%	64%
Jacek M. Mucha VP Finance & Treasurer	No change	No change	58%

Proxy Statement Highlights	1	Compensation Discussion & Analysis (“CD&A)	38
Proxy Statement Summary				1	Compensation Discussion & Analysis (“CD&A)	40
		Company Operations and Performance	38		Company Operations and Performance	40
Proposal No. 1: Election of Directors	2	Consideration of Prior Year’s Advisory Vote &		5	Positive 2021 Say-on-Pay Vote Outcome
Board Leadership Transition				5	and Engagement with Our Stockholders	41
Board Recommendation	2	Stockholder Outreach	40	5	Overall Compensation Structure	41
Vote Required	2	Overall Compensation Structure	41	5	Alignment of Pay with Stock Price Performance	41
Nominees for Director	3	Alignment of Pay with Stock Price Performance	41	6	Key Compensation Practices and Policies	43
		Key Compensation Practices and Policies	44		Compensation Philosophy and Objectives	43
Proposal No. 2: Ratification of Selection		Compensation Philosophy and Objectives	45		Roles and Processes	45
Independent Registered Public Accounting Firm	10	Roles and Processes	46	12	Compensation Elements	47
Independence of our Independent Auditor	10	Compensation Elements	48	12	Retirement, Health, and Welfare Benefits	55
Audit Partner Rotation	10	Retirement, Health, and Welfare Benefits	58
Audit Partner Rotation				12	Perquisites	56
Considerations Regarding Appointment	10	CEO Pay Ratio	58	12	Clawback Policy	56
Board Recommendation	11	Perquisites	59	12	Severance Plan and Termination Payments	56
Vote Required	11	Clawback Policy	59	13	Employment Agreements	56
		Severance Plan and Termination Payments	59		Double Trigger Change of Control Agreements	57
Proposal No. 3: Advisory Vote to Approve		Employment Agreements	59		Indemnification Agreements	57
Executive Compensation	12	Double Trigger Change of Control Agreements	60	14	Stock Ownership Guidelines	57
Board Recommendation	13	Indemnification Agreements	60	15	Tax and Accounting Implications of Executive
Vote Required	13	Stock Ownership Guidelines	60	15	Compensation	57
		Tax and Accounting Implications of Executive
Proposal No. 4: Stockholder Proposal				16	Compensation Committee Report	58
Background of the Proposal				16
Proposal 4 – Simple Majority Vote				16	Compensation of Executive Officers	59
Board Recommendation				16	Summary Compensation Table	59
Vote Required				17	Grants of Plan Based Awards	60
					Outstanding Equity Awards at Fiscal Year End	61
Corporate Governance	14	Compensation	60	18	Option Exercises and Stock Vested	62
Corporate Governance Guidelines	14	Changes for Fiscal Year 2019	61	18	Nonqualified Deferred Compensation	62
Majority Vote Policy	14			18	Potential Payments upon Termination or Change
Corporate Governance Documents	14	Compensation Committee Report	62	18	of Control	63
Director Independence	15
Board Leadership Structure	16	Compensation of Executive Officers	63
Director Independence and Transactions					CEO Pay Ratio	65
Considered in Independence Determinations				19
Board Leadership Structure; Separation of Positions					Compensation Risk	67
of Chairman and Chief Executive Officer				20
Board Oversight of TETRA	16	Summary Compensation Table	63	20	Director Compensation	68
Strategy	17	Grants of Plan Based Awards	64
Board Role in Risk Oversight	18	Outstanding Equity Awards at Fiscal Year End	65
Sustainability Highlights	19	Option Exercises and Stock Vested	66
Stockholder Engagement				23
Sustainability				24	Beneficial Stock Ownership of Certain
Stock Ownership Guidelines	20	Nonqualified Deferred Compensation	66	24	Stockholders and Management	70
Board Committee and Meetings	21	Potential Payments upon Termination		25	Proposals of Stockholders	71
Board and Committee Succession Planning	24	or Change of Control	67	28	Additional Financial Information	71
Director Nominations by the Nominating,					Other Matters	71
Governance and Sustainability Committee				28
Director Tenure	25			29	General Information About the Meeting & Voting	72
Executive Succession Planning	25	Compensation Risk	70
Director Orientation and Continuing Education	25			30	Internet and Electronic Availability of Proxy Materials	72
Board Committee Self-Evaluation Process	26	Director Compensation	71
Board and Committee Self-Evaluation Process				30	General Voting Instructions	72
Executive Sessions of the Board of Directors	27			31	Voting Rules	73
Communications with Directors	27	Beneficial Stock Ownership of Certain		31	Householding of Annual Meeting Materials	75
Director Nominations Submitted by Stockholders	27	Stockholders and Management	73	31
Director Nominations by the Nominating		Section 16(a) Beneficial Ownership Reporting
and Corporate Governance Committee	28	Compliance	74
Executive Succession Planning				32	Appendix A – Information Regarding Non-GAAP
Insider Trading Policy	29	Proposals of Stockholders	75	32	Financial Measures	77
Certain Transactions	29	Additional Financial Information	75	32
Equity Compensation Plan Information	30	Other Matters	75	32
Non-Stockholder Approved Plans	31			33
		General Information About the Meeting & Voting	76
Audit Committee Report	32	Internet and Electronic Availability of Proxy Materials	76	35
Fees Paid to EY	34	General Voting Instructions	76
Audit Committee Preapproval Policies and		Voting Rules	78
Procedures	34	Householding of Annual Meeting Materials	79

Fees Paid to Principal Accounting Firm				37
Audit Committee Preapproval Policies and Procedures				37
Executive Officers	35			38

		Tenure (years)	Independent	Committee Memberships				Public Directorships
		Tenure (years)	Independent	Audit	HCMCC	NGSC		Public Directorships
	Mark E. Baldwin	8	✓	C				3
	Thomas R. Bates, Jr.	10	✓		C			3
	John F. Glick	8	✓		•	C		2
	Gina A. Luna	3	✓	•		•		2
	Brady M. Murphy	3						1
	Sharon B. McGee	<1	✓		•	•		1
	Shawn D. Williams	1	✓	•	•			2
HCMCC = Human Capital Management and Compensation Committee							C = Chair
NGSC = Nominating, Governance and Sustainability Committee							● = Member

●	Strong revenue growth and growing demand for our Completion Fluids & Products despite double-digit inflation across most of our raw materials, energy prices for our plants, and global supply chain disruptions
●	Market share gains in our Water & Flowback Services business segment due to our differentiating technologies, digitizing operations, and integrated water management solution
●	Completed the divestiture of our interests and related assets in CSI Compressco LP for $30.7 million, significantly simplifying our business model
●	Continued progress on our low carbon initiatives to leverage our chemistry expertise and resources around carbon capture and energy storage, further demonstrating our commitment to ESG initiatives
●	Strong culture of QHS&E drives product and service delivery
●	Refocused business model, making the Company more resilient with a leaner and asset light structure and a more focused portfolio of products and services
●	Uniquely positioned for the resurgence in oil and gas activity and the opportunities to participate in a meaningful way in the coming years in the exciting energy-transition market

●	Increasing revenue by 3% to $388 million
●	Improving adjusted EBITDA* to $50 million
●	Continuing to achieve positive free cash flow* of $9.3 million
●	Significantly reducing net debt* outstanding by $12 million to $120 million
●	Outperforming our industry peers, delivering indexed total stockholder returns (TSR) nearly triple the Oilfield Service Index (OSX)
*	adjusted EBITDA, free cash flow, and net debt are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Please see Appendix A – Information Regarding Non-GAAP Financial Measures - for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures

Name	Age	Position with Us	Director Since	Public Directorships (including TETRA and CCLP)		Age	Position with Us	Tenure (years)	Public Directorships
Mark E. Baldwin	65	Director	2014		3	68	Independent Director	8		3
Thomas R. Bates, Jr.	69	Director	2011		5	72	Independent Director	10		3
Stuart M. Brightman	62	Director, CEO	2009		3
Paul D. Coombs	63	Director	1994		3
John F. Glick	66	Director	2014		2	69	Independent Director	8		2
Gina A. Luna	45	Director	2018		1	48	Independent Director	3		2
Sharon B. McGee						57	Independent Director	˂1		1
Brady M. Murphy	59	Director, President and COO	2018		2	62	Director, President and CEO	3		1
William D. Sullivan	62	Director	2007		3
Joseph C. Winkler III	67	Director	2015		3
Shawn D. Williams						59	Independent Director	1		2


Mark E. Baldwin
		• Age 6568 • Independent Director since 2014 Board Committees • Audit Committee (Chairman)
		Key Attributes/Skills/Expertise. Mr. Baldwin, through his experience in executive financial positions with public companies, brings significant knowledge of accounting, capital structures, finance and financial reporting, risk management, strategic planning, and forecasting and provides the board and audit committee important perspective on our financial reporting and governance obligations. Mr. Baldwin has extensive knowledge of the energy industry and his financial management and operations experience provides a significant contribution to our Board of Director’s mix of backgrounds and skills.



Thomas R. Bates, Jr., Ph.D.
		• Age 6972 • Independent Director since 2011 Board Committees • Human Capital Management and Compensation Committee (Chairman)
		Key Attributes/Skills/Expertise. Dr. Bates has over 40 years of experience in the international oil and gas services industry, both in management positions with operational responsibilities and as a director. Through his leadership roles, Dr. Bates has gained significant management development, executive compensation, and succession planning experience. Dr. Bates’ experience serving as a director of other public companies provides cross-board experience and perspective, and his past management of a private equity firm provides valuable entrepreneurial and capital markets insight.



~~Stuart M. Brightman~~
		~~• Age 62~~ ~~• CEO Since 2009 - will retire from his role immediately following the Annual Meeting~~ ~~• President from 2009 to February 2018~~ ~~• Director Since 2009 (not Independent)~~ ~~Board Committees~~ ~~• No Committee Memberships~~
		~~Key Attributes/Skills/Expertise~~. Mr. Brightman has more than 30 years of experience in manufacturing and services businesses related to the oil and gas industry. He has experience in corporate finance and in the management of capital intensive operations. Mr. Brightman’s prior service as our Chief Operating Officer and his current position with us as Chief Executive Officer also provides our Board of Directors with an in-depth source of knowledge regarding our operations, our executive management team, and the effectiveness of our compensation programs.


~~Paul D. Coombs~~
		~~• Age 63~~ ~~• Director since 1994 (Independent since 2012)~~ ~~Board Committees~~ ~~• Audit Committee~~ ~~• Nominating and Corporate Governance Committee~~
		~~Key Attributes/Skills/Expertise.~~ Mr. Coombs has more than 30 years of experience with us, which, together with his entrepreneurial approach to management, provides our Board of Directors with insight into our capabilities and personnel. Mr. Coombs has substantial experience with the oil and gas services we provide, the markets in which we operate, both domestically and internationally, our customers and competitors, and with oil and gas exploration and production operations in general.


John F. Glick
		• Age 6669 • Independent Director since 2014 Board Committees • Nominating, Governance and ~~Corporate Governance~~Sustainability Committee (Chairman) • Human Capital Management and Compensation Committee
		Key Attributes/Skills/Expertise. Mr. Glick brings extensive energy industry, management, and oversight experience, having served in executive management positions with various public energy services and manufacturing companies. Mr. Glick’s broad experience in manufacturing and servicing a variety of oilfield drilling and completion products, both domestically and internationally, provides valuable insight to our Board of Directors from an operational and strategic planning perspective.


Gina A. Luna
		• Age 4548 • Director since 2018 Board Committees • Audit Committee • Nominating, Governance and ~~Corporate Governance~~Sustainability Committee
		Key Attributes/Skills/Expertise. Ms. Luna brings excellent insights and more than 20 years of international and domestic investment and commercial banking, marketing and executive management experience across multiple industries to our board. ~~Our board also considered diversity in its nomination of Ms. Luna and the value to our board derived from adding gender and age diversity.~~ Ms. Luna’s banking background and extensive financial expertise, in particular, provides a significant contribution to our Board of Director’s mix of backgrounds, experiences, and skills.


Brady M. Murphy
		• Age 5962 • President and Chief ~~Operating Officer since February 2018 - his appointment as Chief~~ Executive Officer ~~will become effective immediately following the Annual Meeting~~ • Director Since ~~December~~ 2018 (not Independent) Board Committees • No Committee Memberships
		Key Attributes/Skills/Expertise. Mr. Murphy has more than 35 years of global operations, engineering, manufacturing and business development experience in a variety of areas within the energy industry, including deepwater, mature fields and unconventional assets. Mr. Murphy’s service as our President and Chief Executive Officer and his prior service as our Chief Operating Officer provides our Board of Directors with an in-depth source of knowledge regarding our operations, customers, competitors, markets in which we operate, business strategy, safety leadership, executive management team, and ~~business strategy.~~the effectiveness of our compensation programs.


~~William D. Sullivan~~
		~~• Age 62~~ ~~• Independent Director since 2007~~ ~~• Chairman of the Board~~ ~~Board Committees~~ ~~• As Chairman of the Board, Mr. Sullivan is an Ex-Officio member of all board committees~~
		~~Key Attributes/Skills/Expertise.~~ Mr. Sullivan has significant management experience in mid-stream oil and gas operations and in the exploration and production of oil and gas on an international level. Mr. Sullivan also has substantial experience in corporate governance and executive compensation matters and in serving on the boards of publicly held corporations and publicly traded limited partnerships operating in the oil and gas industry. As Chairman of our Board of Directors, Mr. Sullivan serves as a critical mentor and advisor to our Chief Executive Officer and is pivotal in creating the conditions for overall board and individual director effectiveness, both inside and outside the boardroom.


~~Joseph C. Winkler III~~Sharon B. McGee
		• Age 6757 • Independent Director since ~~2015~~February 2022 Board Committees • Nominating, Governance and Sustainability Committee • Human Capital Management and Compensation Committee
		Key Attributes/Skills/Qualifications. Ms. McGee is an accomplished global specialty chemicals executive with a broad range of experience from global business management to responsibilities over corporate development, sales and marketing, supply chain and logistics, manufacturing operations, R&D and innovation, investor relations, sustainability and governance. Her expertise provides valuable insight to our Board of Directors regarding our aqueous chemistry solutions and low carbon energy initiatives.


~~2019 Proxy Statement~~		912 I TETRA Technologies, Inc.		2022 Proxy Statement


~~2019 Proxy Statement~~14 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 112022 Proxy Statement


12 I 2022 Proxy Statement		TETRA Technologies, Inc. I 15		~~2019 Proxy Statement~~


~~2019 Proxy Statement~~16 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 132022 Proxy Statement


16 I 2022 Proxy Statement		TETRA Technologies, Inc. I 21		~~2019 Proxy Statement~~


~~2019 Proxy Statement~~24 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 172022 Proxy Statement

Board of Directors			Audit Committee

The Board of Directors has ultimate responsibility for protecting stockholder value. Among other things, our Board of Directors is responsible for understanding the risks to which we are exposed, approving management’s strategy to manage these risks, and measuring management’s performance against the strategy. The Board of Directors’ responsibilities include, but are not limited to, appointing our Chief Executive Officer, monitoring our performance relative to our goals, strategies, and the performance of our competitors, reviewing and approving our annual budget, our compliance with rules and regulations, ~~and~~ reviewing and approving investments in and acquisitions and dispositions of assets and ~~businesses.~~businesses, and overseeing cyber security risks and other areas of risk determined by the board. It also periodically reviews management’s business continuity plans.			Our Audit Committee oversees risks associated with the integrity of our financial statements, our compliance with legal and regulatory requirements, and matters reported to the Audit Committee through our internal auditors, our chief compliance officer, and our anonymous reporting procedures. The Audit Committee reviews with management, internal auditors, and our independent auditors the accounting policies, the system of internal control over financial reporting, and the quality and appropriateness of disclosure content in the financial statements or other external financial communications. It also periodically reviews, with our management and our independent auditors, management’s ERM program, ~~business continuity plans,~~information technology security and risk, including cyber security, ~~program,~~ and significant financial risk exposures and the processes we have implemented to identify, monitor, control, and report such exposures. Our Audit Committee also performs oversight of our compliance program and monitors the results of our compliance efforts.
Nominating, Governance & Sustainability Committee			Human Capital Management & Compensation Committee

~~Nominating and Corporate Governance Committee~~

Our Nominating, Governance and ~~Corporate Governance~~Sustainability Committee oversees risks primarily associated with our ability to attract, motivate, and retain quality directors, board succession planning, ~~and~~ our overall corporate governance programs and practices and our compliance therewith. In consultation with the board and each of its committees, the committee also provides oversight and guidance with respect to material environmental, social and other sustainability matters involving our Company. Additionally, the ~~Nominating and Corporate Governance Committee~~committee oversees the performance evaluation of the Board of Directors and its committees.



			~~Compensation Committee~~

			Our Human Capital Management and Compensation Committee oversees risks primarily associated with ~~TETRA and CSI Compressco's abilities~~TETRA's ability to attract, motivate, retain and ~~retain~~develop quality talent, particularly executive talent, including risks associated with the design and implementation of our compensation programs, policies and practices, and the disclosure of executive compensation philosophies, strategies, and activities. The ~~Compensation Committee~~committee also oversees executive succession planning and the compensation of the Board of Directors and its committees. Additionally, the committee provides oversight and guidance with respect to diversity and inclusion initiatives and other human capital management matters.


18 I 2022 Proxy Statement		TETRA Technologies, Inc. I 25		~~2019 Proxy Statement~~


~~Environmental Stewardship~~	~~Health, Safety, Environment and Quality (“HSEQ”)~~
• Our water management solutions help meet customer’s increasing water requirements by recycling, treating, and delivering an optimized fluid for frac operations, thereby minimizing the need for additional fresh water resources. •~~We deliver~~ ~~innovative products to further the sustainability goals of many of our customers. For example, TETRA CS Neptune~~^® ~~fluids are more environmentally friendly, cost-effective alternatives to zinc brines and cesium formate.~~ • We strategically position our compression fleet field service technicians and use a satellite-based system to monitor the performance of our compression fleet. Both these actions reduce engine emissions and overall driving risks as a result of our employees having shorter distances to drive to repair and maintain compression equipment. • ~~We utilize electronic proxy delivery to minimize the impact of our Annual Meeting on the environment by reducing the production and delivery of large quantities of printed proxy material.~~	• We are firmly committed to the health and safety of our employees, the protection of the environment, and to product and service quality. Our commitment focuses on controlling risks to employees and others with whom they interact, maintaining safe work practices, minimizing adverse impacts to the environment, meeting customer requirements, and ensuring customer satisfaction. • Our ~~focus on HSEQ, an approach we call “Drive to ZERO~~”, is a concerted effort to achieve ZERO health, safety, environmental, and quality incidents every day, “stop the job” when necessary, follow HSEQ and ethics guidelines at all times, and live by our Code of Business Conduct everywhere. •~~We continually train and educate our employees on their responsibility to identify work that is unsafe or environmentally unsound and to help mitigate negative impacts.~~ •~~Our HSEQ policy has been endorsed by our CEO and communicated throughout the company, and to our suppliers and contractors.~~
~~Our People~~	~~Communities~~
•We offer our employees the opportunity to advance in their professional careers through training and development programs. Further training for certain positions includes leadership development and management skills for individuals to progress within the organization. •~~Our health and wellness program provides for preventive care and is designed to support our employees’ health and overall well-being.~~ •Our Board of Directors and executive leadership team is committed to enhancing diversity at TETRA. The executive leadership team sponsors the TETRA Diversity Committee, which is focused on promoting gender diversity and inclusion in our workforce and workplace. Our board recognizes the benefit and value of diverse perspectives and experience and in 2018 welcomed its first female board member. •We are committed to helping transitioning military service members and veterans lead successful lives after their military service and have a military hire initiative that is dedicated to welcoming more veterans into our company.	•We are committed to being a responsible corporate citizen in the communities where we operate and our employees live. We engage in philanthropic activities that support TETRA’s values, fostering strong community relationships and enhancing employee satisfaction and engagement. •Primary focus areas for our community investments are health, education, and community enrichment. For example, we partner with the American Heart Association and CASA Child Advocates of Montgomery County, Texas and provide numerous opportunities for our employees to participate in activities to support these organizations. We also support an internship program for underprivileged high school students.Stock Ownership Guidelines

Audit ~~Committee.~~Committee
	The Audit Committee’s primary purpose is to assist the Board of Directors in its oversight of:
	(i)	the integrity of our financial statements;
	(ii)	our compliance with legal and regulatory requirements;
	(iii)	the independent auditor’s qualifications; ~~and~~
	(iv)	the performance of our internal audit function and independent ~~auditors.~~auditors; and
	(v)	our policies with respect to risk assessment and risk management, including major risk exposures and steps management has taken to monitor and control such exposures; and
	(vi)	information technology security and risk, including cybersecurity.
	The Audit Committee has sole authority to appoint and terminate our independent auditors. To promote the independence of the audit, the Audit Committee consults separately with the independent auditors, the internal auditors, and management. As required by NYSE and SEC rules regarding audit committees, the Board of Directors has reviewed the qualifications of its Audit Committee and has determined that none of the current members of the Audit Committee has a relationship with us that might interfere with the exercise of their independence from us or our management, as independence is defined in the listing standards of the NYSE. Accordingly, our Board of Directors has determined that all current members of our Audit Committee are independent as defined in Section 10A of the Exchange Act and as defined in the listing standards of the NYSE. Further, our board has determined that Mr. Baldwin, the current Audit Committee chairman, is an “audit committee financial expert” within the definition established by the SEC.


22 I 2022 Proxy Statement		TETRA Technologies, Inc. I 27		~~2019 Proxy Statement~~

Human Capital Management & Compensation Committee
	The functions performed by the Human Capital Management and Compensation Committee (“HCMCC”) include:
	(i)	reviewing and establishing compensation of our senior management, including our executive officers;
	(ii)	approving and administering our equity compensation plans;
	(iii)	approving salary and bonus awards to our executive officers;
	(iv)	planning for the succession of senior management;
	(v)	overseeing management’s plans for talent and professional development for key employees;
~~(iv)~~	(vi)	overseeing our policies and strategies related to human capital management, including diversity, equity and inclusion; and
	(vii)	reviewing the compensation of our non-employee directors and providing director compensation recommendations to the Board of Directors.
	Our Board of Directors has determined that each member of the ~~Compensation Committee~~HCMCC is independent, as independence is defined in the listing standards of the NYSE. The ~~Compensation Committee~~HCMCC may designate a subcommittee and delegate authority to such subcommittee as it deems appropriate. Our equity compensation plans include provisions that enable the ~~Compensation Committee~~HCMCC to delegate its authority to approve certain grants of awards under those plans to a committee of our Board of Directors that may consist of one director. The Board of Directors previously established the Non-Executive Award Committee (the "NEA Committee"), which is a committee of one or more members of our Board of Directors. The NEA Committee is currently comprised of one member - Mr. ~~Brightman.~~Murphy. The ~~Compensation Committee~~HCMCC has delegated authority to the NEA Committee to make special inducement, merit, and retention awards, other than regular annual awards, to participants under those plans who are not subject to Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, subject to certain limitations, including limitations on the number of awards that may be granted, as may be imposed from time-to-time by the ~~Compensation Committee.~~HCMCC. Compensation decisions for our Chief Executive Officer are made by the ~~Compensation Committee.~~HCMCC. The ~~Compensation Committee~~HCMCC is also responsible for approving the compensation of our other executive officers and in such process, it reviews and gives significant consideration to the recommendations made by the Chief Executive Officer for such other executive officers. As part of its role in reviewing and approving such compensation, the ~~Compensation Committee~~HCMCC administers our equity compensation ~~plans~~plan and our cash incentive plan under which cash incentive awards may be made to our executive officers and other key employees based on performance, including the attainment of performance goals. Our Chief Executive Officer, with input from senior management, recommends to the ~~Compensation Committee~~HCMCC base salaries, target cash incentive award levels, actual cash incentive award payouts, and equity awards, as well as company, division, and individual performance measures for our executive officers other than the Chief Executive Officer. The ~~Compensation Committee~~HCMCC considers, discusses, and takes action on such ~~proposals~~recommendations as it deems appropriate. In addition, since our CSI Compressco subsidiary does not have its own compensation committee, our Compensation Committee is also responsible for the oversight of compensation programs that apply to a broad base of employees of CSI Compressco and for specific compensation decisions that relate to the President and other officers of CSI Compressco. Independent Compensation Consultant. The ~~Compensation Committee~~HCMCC has the authority to retain, approve fees and other terms for, and terminate any compensation consultant, outside counsel, or other advisors to assist the committee in the discharge of its duties. ~~The Compensation Committee~~In 2021, the HCMCC has retained the services of ~~Pearl Meyer &~~Meridian Compensation Partners, LLC (“~~Pearl Meyer”~~Meridian”), an independent provider of compensation consulting services, to review our compensation programs and practices and to assist in the review of compensation disclosures included in this ~~proxy statement. Pearl Meyer~~Proxy Statement. Meridian acted as independent advisor to the ~~Compensation Committee~~HCMCC and does not provide any other services to us or earn any compensation from us outside of the services provided as an independent advisor to the ~~Compensation Committee.~~HCMCC. Compensation Committee Interlocks and Insider Participation. The members of the ~~Compensation Committee~~HCMCC during ~~2018~~2021 were Mr. Bates, as Chairman, and Messrs. Glick and ~~Winkler,~~Williams, none of whom is or was previously an officer or employee of ours, and none of whom had any relationship required to be disclosed under this section. In addition, ~~Stephen A. Snider and Kenneth E. White, Jr.~~Joseph C. Winkler III served as ~~members~~a member of the ~~Compensation Committee~~HCMCC during ~~2018~~2021 until ~~their~~his retirement ~~from our board~~ on May ~~4, 2018~~26, 2021 and he neither ~~of them~~ is ornor was previously an officer or employee of ours or had any relationship required to be disclosed under this section.


~~2019 Proxy Statement~~28 I TETRA Technologies, Inc.		~~TETRA Technologies, Inc. I~~ 232022 Proxy Statement

Nominating, Governance and ~~Corporate Governance Committee.~~Sustainability Committee
	The Nominating, Governance and ~~Corporate Governance~~Sustainability Committee:
	(i)	investigates and makes recommendations to the Board of Directors with regard to all matters of corporate governance, including the structure, operation, and evaluation of the board and its committees;
	(ii)	investigates and makes recommendations to the Board of Directors with respect to qualified candidates to be nominated for election to the board; ~~and~~
	(iii)	reviews and makes recommendations to the board with regard to candidates for directors properly nominated by stockholders in accordance with our ~~bylaws,~~Bylaws, if ~~any.~~any; and
~~Our Board~~	(iv)	in consultation with the board and each of ~~Directors has determined that each current member of the Nominating~~its other committees, provides (a) oversight and ~~Corporate Governance Committee is independent, as independence is defined in the listing standards of the NYSE.~~guidance with respect to material environmental, social and other sustainability matters involving our Company and (b) receives updates from management regarding our Company’s environmental, social and other sustainability activities.


~~2018 Evaluation~~Board Evaluations – A Multistep Process

Our annual board and committee evaluations cover the following topics: • Board and committee composition, including skills, background and experience; • Review of key areas of focus for the board and effectiveness in overseeing these responsibilities; • Satisfaction with board performance, including the performance of the board and committee chairs in those positions; • Board and committee information needs and quality of materials presented; • Areas where the board and committees should increase their focus; • Satisfaction with the board schedule, agendas, time allotted for topics, and encouragement of open communication and discussion; • Satisfaction with committee structure and responsibilities; and • Access to management, experts, and internal and external resources

2021 Evaluation Process

Determine Format	Conduct Evaluation	Follow-Up

The Nominating, Governance and Sustainability Committee discussed and considered the approach for the 2021 evaluation process. The board and each of the committees conducted their respective self-evaluations through a discussion-based approach to enhance candid dialog and utilized a list of topics and questions to frame the discussion.	Executive session discussions of the board and committee self-evaluations were led by our board chairman and committee chairmen, respectively.	Committee chairmen reported to the full board regarding their respective committee self-assessments, including any action items. The board chairman communicated to the CEO any requests for enhancements in process that were noted.
Throughout the year, board and committee members also have the opportunity to provide input directly to the board chairman and/or committee chairmen or to management.