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August 22, 2014
| Sincerely, |
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Chairman of the Board of Directors
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www.teamindustrialservices.com/proxy2014,
• • • It is important that your shares be represented and voted at the Annual that you vote your shares as follows: See “ However, even if you plan to attend the Annual Meeting, we recommend that you submit a proxy using the proxy card with respect to the voting of your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. vote. You can revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting by providing written notice to our Corporate Secretary at: Team, Inc. Louis A. We intend to disclose future amendments to, or waivers of, our Code of Ethical Conduct at the same location on our website identified above. Company and Mr. Hawk is not independent because of his prior employment as the Executive Chairman of the Company. respectively. director (excluding routine advertisements and business solicitations). Planning guidelines at the time of the Board’s most recent annual assessment. guidelines at the time of the Board’s most recent annual assessment. Mr. Boane, who was appointed to the CFO position in November 2014, and Mr. Rushe, who was appointed as President–Team Solutions in January 2016, have five years from the date of their respective appointments to meet the share ownership requirements. Name Present Position With the Company Philip J. Hawk Louis A. Waters Ted W. Owen Corporate Governance and Nominating Committee. The Company believes that Mr. Yesavage’s business, operational and management expertise, including his specific experience managing companies that are our major customers provide him with unique insight into our customer needs and the necessary qualifications and skills to serve as a director. Name Present Position With the Company Vincent D. Foster Jack M. Johnson Emmett J. Lescroart Sidney B. Williams public corporation, her extensive merger and acquisitions, risk management and corporate governance expertise. independent Chairman. not to stand for re-election at the Annual Meeting. Following the Annual Meeting our Board will consist of eight (8) directors. 2016. whose executive officers served on the Compensation Committee of the Board, (ii) a director of another entity, one of whose executive officers served on the Compensation Committee of the Board, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as a director of Team. candidate, which may be supplemented by inquiries to the person making the recommendation or others. The committee also may engage a third party to conduct a background check of the candidate. If the committee determines to further pursue the candidate, the committee then will evaluate the extent to which the candidate meets the Board membership qualifications described in “ earned by or awarded to each of the non-employee directors who served on our Board during 2016: Name Philip J. Hawk (1) Ted W. Owen (1) Louis A. Waters Vincent D. Foster Jack M. Johnson, Jr. Emmett J. Lescroart Sidney B. Williams Name of Director or Officer Position with Company Philip J. Hawk Ted W. Owen Jeffrey L. Ott Arthur F. Victorson Peter W. Wallace André C. Bouchard In addition, Mr. Ott has served on the Board of Directors of ClearSign Combustion Corporation (NASDAQ) since February 2015. Compression Systems Segment and Vice President-Finance of the Compression Systems Division. Chairman attract, motivate, reward, and retain the broad-based management talent required to achieve our corporate objectives, and align executive pay and benefits with the performance of Team. reviews the major compensation and benefit practices, policies, and programs with respect to our senior executives; reviews appropriate criteria for establishing performance targets for determines appropriate levels of administers and makes recommendations to the Board with respect to severance and change in control arrangements pertaining to our senior executives (described below under “Senior Management Compensation and Benefit Continuation Policy”); reviews and recommends to the Board any changes to director compensation. annual base salaries; annual performance-based incentives paid in cash; long-term time-based restricted stock units and performance-based incentives issued as equity awards in accordance with Team’s stock incentive program; and benefits. officer compensation. Statement. At our communicate with executive officers to obtain information. In following companies: are decided solely by the Compensation Committee in executive session without management present. The annual base salaries of other Named Executive Officers are determined by the Compensation Committee with input or recommendations from our President and CEO. None of the Named Executive Officers have employment agreements. “Compensation Philosophy and Process”, including, Company and business unit performance, overall scope of responsibility, advancement in role and responsibilities, planning and organizational abilities and overall effectiveness. broad range of operational metrics such as: achievement of defined safety performance metrics; achievement of defined operational goals; achievement of strategic aims and targets; achievement and contribution to special projects and transactions; management of the Company’s risk profile; and key decision-making. For each performance metric, the Compensation Committee sets target, threshold and maximum performance levels. A participating senior executive would be eligible to receive 100%, 50% or 150% to 200% of their target annual cash incentive compensation, respectively, based on overall performance at the corresponding performance levels. compensation directly tied to the operating results of the business plans as described below. all equity grants require the approval of the Compensation we do not grant equity awards Grants of Plan-Based Awards” table under “Executive Compensation and Other Matters” below. Our RSU awards permit each of our Named Executive Officers to receive, upon expiration of the time-based restrictions, shares in an amount equal to a specified number of shares of Common Stock. The restrictions on the awards expire in equal annual installments on the first, second, third and fourth anniversaries of the date of grant, unless earlier terminated in accordance with the 2016 Stock Incentive Plan. All RSU grants were made in the number of shares equal to the approved award dollar value divided by the 20-day volume weighted-average price (“VWAP”) of our Common Stock on the NYSE on the date of grant, rounded up to the nearest whole share. Name and Principal Position Philip J. Hawk Chairman of the Board and Ted W. Owen5 Executive Vice President, Peter W. Wallace President, Mechanical Services Arthur F. Victorson President, Inspection and Jeffrey L. Ott President, Quest Integrity Name Philip J. Hawk Ted W. Owen Peter W. Wallace Arthur F. Victorson Jeffrey L. Ott Name Philip J. Hawk Ted W. Owen Peter W. Wallace Arthur F. Victorson Jeffrey L. Ott 2016 Name Philip J. Hawk Ted W. Owen Peter W. Wallace Arthur F. Victorson Jeffrey L. Ott Plan Category Equity compensation plans approved by shareholders Equity compensation plans not approved by shareholders Total As a non-employee director and Chairman, Mr. Hawk does not participate in the Executive Severance Plan, nor did he participate in the Executive Severance Plan in his prior role as Executive Chairman. a continued salary for a stated period (18 months for the CEO and 15 months for Presidents and Executive Vice Presidents), a portion of which may be paid in a single lump sum if necessary to satisfy exception requirements of Section 409A access to outplacement assistance paid by the Company for six months. a supplemental single lump sum salary payment equivalent to 36 months for the CEO, a supplemental single sum compensation payment representing annual bonus opportunities, calculated as the higher of the most recent year’s paid bonus or the average bonus paid for the last three years (three times annual bonus opportunity for the CEO, a single lump sum payment ($66,000 for the CEO, $55,000 for Presidents and Executive Vice Presidents) to compensate the executives for health and welfare benefits paid on 91st day following termination; and a material diminution in the base compensation of the executive; a material change in geographic work location for an executive to a location more than 50 miles from the executive’s current work location; or a material diminution in the executive’s authorities, duties or responsibilities, and position within the leadership team; provided, however, that a “voluntary separation for good reason” shall not be considered to occur solely because an executive’s authorities, duties or responsibilities, and position are reallocated to other senior executives based on a good faith determination by the Board that such reallocation is necessary in order for the Company to adequately a good faith determination by the Board that the executive knowingly committed material acts involving fraud, dishonesty or violations of criminal or other statutes; or a good faith determination by the Board that the executive knowingly violated the Company’s Code of Ethical Conduct. Philip J. Hawk: Benefits Payable Upon Termination as of 5/31/14 Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason Ted W. Owen: Benefits Payable Upon Termination as of 5/31/14 Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason Peter W. Wallace: Benefits Payable Upon Termination as of 5/31/14 Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason Arthur F. Victorson: Benefits Payable Upon Termination as of 5/31/14 Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason Jeffrey L. Ott: Benefits Payable Upon Termination as of 5/31/14 Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason Name and Address of Beneficial Owner Philip J. Hawk Ted W. Owen Peter W. Wallace Arthur F. Victorson Jeffrey L. Ott André C. Bouchard Louis A. Waters Vincent D. Foster Jack M. Johnson, Jr. Emmett J. Lescroart Sidney B. Williams All directors, nominees and executive officers as a group (11 persons) Edgepoint Investment Group, Inc. Neuberger Berman Group, LLC. Ariel Investments, LLC. Vanguard Group, Inc. Blackrock, Inc. SEC. Audit Fees Audit-Related Fees Tax Fees All Other Fees Total year ended December 31, 2016, the 2015 Transition Period and the fiscal year ended May 31, 2015. Read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room maintained at 100 F Street, N.E., Washington, D.C. 20549; or Visit the SEC’s website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding us and other issuers that file electronically with the SEC. 1. to elect two class I directors to hold office until the 2017 annual meeting of shareholders and one class III director to hold office until the 2016 annual meeting of shareholders and until their successors are duly elected and qualified. 2. to ratify the appointment of KPMG LLP, as the independent registered public accounting firm for the Company for the year ending May 31, 2015. Class I Directors: (01) Philip J. Hawk (02) Louis A. Waters ¨ ¨ ¨ ¨ ¨ ¨ 3. to approve, by non-binding vote, the compensation of the Company’s named executive officers. Class III Director: When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer.NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERSNOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS Time and Date: 3:00 p.m., local time, on Thursday, September 25, 2014May 18, 2017Location: Team, Inc. 13131 Dairy Ashford Sugar Land, Texas 77478 Items of Business: Proposal One—Election of twothree (3) nominees named in the Proxy Statement as Class I directors to serve a three-year term and one nominee named in the Proxy Statement as a Class III director to serve a two-year term; Proposal Two—Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending MayDecember 31, 2015;2017; Proposal Three— Consideration of an advisoryAdvisory vote on Named Executive Officer compensation; • Proposal Four—Advisory vote on frequency of holding future advisory votes on Named Executive Officer compensation; • Proposal Five—Approval of the Team, Inc. Executive Incentive Compensation Plan; and • Such other business as may properly come before the meeting, or any adjournment thereof. Documents: 20142016 Annual Report and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement and our 20142016 Annual Report on Form 10-K are available atwww.teamindustrialservices.com/proxy2014,www.teaminc.com/proxy2017, under the “Investors” page.page. Our 20142016 Annual Report, including ourForm 10-K for the year ended May 31, 2014, does not form a part of the material for the solicitation of proxies.Record Date: The shareholders of record of our Common Stock as of the close of business on Friday, August 8, 2014,April 7, 2017, will be entitled to vote at the Annual Meeting of Shareholders, or any adjournment thereof. A complete list of shareholders of record of our Common Stock entitled to vote at the Annual Meeting of Shareholders will be maintained in our principal executive offices at 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478 for ten days prior to the Annual Meeting and will also be available at the Annual Meeting.Proxy Voting: Meeting.Meeting of Shareholders. You can vote your shares in one of four ways:(1) By Mail—fully complete, sign, date and return the proxy card in the enclosed, postage paid envelope. (2) By Internet—visit the website listed on your proxy card and follow the instructions. (3) By Telephone—call the telephone number on your proxy card and follow the instructions. (4) In Person—attend the Annual Meeting to vote in person. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. PagePage 81217181920292930313232323436373839393940404120142017 Annual Meeting of Shareholders of Team, Inc. (the “Annual Meeting”). This Proxy Statement, the accompanying proxy card and the Company’s 20142016 Annual Report on Form 10-K (“Annual Report”) were first mailed to our shareholders on or about August 22, 2014.April 12, 2017. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully.2014 Annual Report on Form 10-K and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement and our 2014 Annual Report on Form 10-K are available atwww.teamindustrialservices.com/proxy 2014,www.teaminc.com/proxy2017, under the “Investors” page.page. Our 2014 Annual Report on Form 10-K does not form a part of the material for the solicitation of proxies.www.teamindustrialservices.comwww.teaminc.com. Our stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “TISI” and our fiscal year ends May 31 of each year..1. Proposal One—Election of twothree (3) nominees named in the Proxy Statement as Class I directors to serve a three-year term and one nominee named in the Proxy Statement as a Class III director to serve a two-year term;2. Proposal Two—Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2015;ending December 31, 2017;3. Proposal Three— Consideration of an advisoryAdvisory vote on Named Executive Officer compensation;4. Proposal Four—Advisory vote on frequency of holding future advisory votes on Named Executive Officer compensation; 5. Proposal Five—Approval of the Team, Inc. Executive Incentive Compensation Plan; and 4.6. Such other business as may properly come before the Annual Meeting, or any adjournment thereof. a vote:For“FOR” the election of Philip J. Hawk and Louis A. Waters, Jeffery G. Davis and Gary G. Yesavage as Class I directors and Ted W. Owen as a Class III director;directors;For“FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending MayDecember 31, 2015;2017;For“FOR” the approval, on an advisory basis, of Team, Inc.’s compensation of its Named Executive Officers as disclosed in this Proxy Statement; andAugust 8, 2014April 7, 2017 as the record date for the Annual Meeting (the “Record Date”). All shareholders who owned our Common Stock, par value $0.30 per share (the “Common Stock”), at the close of business on the Record Date may attend and vote at the Annual Meeting.20,483,28829,814,913 shares of Common Stock outstanding and entitled to vote on the Record Date.meeting and the Board accepts his or resignation following the meeting. If a nominee is not re-elected, theThe Board will decide whether to accept the director’s resignation in accordance with the procedures listed in the Company’s Corporate Governance Guidelines,Principles, which are available on our website atwww.teamindustrialservices.comwww.teaminc.com. Two requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy.OfficerOfficers Compensation. To be approved, this Proposal Three requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy. A vote on this proposalProposal is not binding on the Board or the Company. Although the vote is non-binding, our Compensation Committee will review and consider the voting results when evaluating the compensation program for our Named Executive Officers.internetInternet or telephone, do not return your proxy card. You may also vote in person by attending the Annual Meeting.MayDecember 31, 2015.2017. Thus, your broker, bank or other nominee would not be able to vote on such “non-routine” matters. If your shares are held in street name, your broker, bank or other nominee will include a voting instruction card with this Proxy Statement. We strongly encourage you to vote your shares by following the instructions provided on the voting instruction card. Please return your proxy card to your broker, bank or other nominee and contact the person responsible for your account to ensure that a proxy card is voted on your behalf.Three,Five, shares that constitute broker non-votes are not considered voting power present with respect to that proposal. Thus, with respect to proposals One, Two, Three, Four and Three,Five, broker non-votes will not affect the outcome, assuming a quorum is obtained. Abstentions are considered voting power present at the meeting and thus will have the same effect as votes AGAINST each of the matters scheduled to be voted on at the Annual Meeting (other than the election of directors).These individualsOur directors, officers, and other employees will not be paid any additional compensation for any such solicitation. We will request brokers and other nomineesAttention.:Attention: André C. Bouchard, Corporate Secretary, 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478, specifying such revocation. You may change your vote by timely delivering a valid, later-dated proxy or a later-dated vote by telephone or on the Internet or by voting in person at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the shareholder of record, you must request, complete, and deliver a proxy from your broker or other nominee.20142017 Annual Meeting of Shareholders, the Class II directors serve for a term expiring at the 20152018 Annual Meeting of Shareholders and the Class III directors serve for a term expiring at the 20162019 Annual Meeting of Shareholders. At each annual meeting, successors to the class of directors whose term expires at that annual meeting are elected for a term expiring at the third succeeding annual meeting. Each director holds office until the annual meeting for the year in which his or her term expires and until a successor has been elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal.two (2)three (3) directors have been nominated for election to serve a three-year term expiring at the annual meeting to be held in 2017 and one (1) director has been nominated for election to serve a two-year term expiring at the annual meeting to be held in 2016.2020. Our Board has nominated the following twothree persons for election as Class I directors to serve a three-year term expiring on the date of our 2017 annual meeting2020 Annual Meeting of shareholdersShareholders or until their successors are duly elected and qualified:Philip J. Hawk andWatersOur Board has nominatedTed W. Owen for election as a Class III director to serve a two-year term expiring on the date of our 2016 annual meeting of shareholders or until his successor is duly elected qualified:Guidelines,Principles, which are available on our website atwww.teamindustrialservices.comwww.teaminc.com.The Board of Directors unanimously recommends that you vote “FOR” the election of each of the nominees named above.MayDecember 31, 2015,2017, and the Board has determined that it would be desirable to request that our shareholders ratify such appointment.RepresentativesA representative of KPMG LLP will be present at the Annual Meeting and will have the opportunity to make a statement if they desiresuch representative desires to do so and to respond to appropriate questions from shareholders.MayDecember 31, 20152017 requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy.The Board of Directors unanimously recommends a vote “FOR” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending May 31, 2015.inon an advisory manner,basis, to approve the executive compensation philosophy, policies and procedures described in in the “Compensation Discussion and Analysis” section of our 20142017 Proxy Statement, and the compensation of our Named Executive Officers, as disclosed in our 20142017 Proxy Statement.“say on pay”“say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers described in this Proxy Statement.The Board of Directors recommends that shareholders vote “FOR”With that in mind, ourOur Board has adopted a set of Corporate Governance Principles that, along with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”), provide an effective corporate governance framework for Team that reflects our core values and provides athe foundation for our governance. In support of our Corporate Governance Principles, our Board has adopted charters for each of the committees of the Board, a Code of Ethical Conduct for all of our directors, officers and employees and a Corporate Social Responsibility Policy. We believe that we have established procedures and have practices in place which are designed to enhance and protect the interests of our shareholders.www.teamindustrialservices.comwww.teaminc.com on the “Investors” page under “Corporate Governance”:(i) the Company’s Corporate Governance Principles; (ii) charters for the Audit Committee, the Compensation Committee, the Executive Committee and the Corporate Governance and Nominating Committee; (iii) the Company’s Code of Ethical Conduct; and (iv) the Company’s Corporate Social Responsibility Policy. theof our directors are “independent” as that term is defined in the applicable rules of the NYSE and consistent with our Corporate Governance Principles. In making this determination, the Board considered any transactions and relationships between each director or his immediate family and the Company and its subsidiaries, including those reported under “Compensation Committee Interlocks and Insider Participation” and “Transactions with Related Persons,” below. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent. The Board considered the fact that Mr. Davis was the Interim Executive Chairman of the Board, President and Chief Executive Officer of Furmanite Corporation (“Furmanite”) until the completion of the merger with Furmanite on February 29, 2016 (the “Merger”) pursuant to the Agreement and Plan of Merger (“Merger Agreement”) entered into by Team and Furmanite in November 2015. Due to Mr. Davis having no prior relationship with the Company or our senior management other than in connection with the Merger and Mr. Davis joining the Board as a result of the Merger Agreement negotiations at a time when the Company and Furmanite were independent entities, the Board determined that Mr. Davis’s former officer position with Furmanite did not impede his exercise of independent judgment. With the exception of Mr. Davis as explained in the Chief Executive Officer (“CEO”),preceding sentence, the Chairman, Mr. Hawk, and the President and Chief FinancialExecutive Officer (“CFO”CEO”), Mr. Owen, no director or nominee is currently, or was within the past three years, employed by the Company, its subsidiaries or affiliates. In addition, thereNo arrangement or understanding exists between any director or executive officer of the Company and any other person pursuant to which any of them were selected as a director or executive officer, except that Mr. Davis was appointed as a director of Team in connection with the Merger pursuant to the Merger Agreement. There are no family relationships between any nominees, directors and senior executive officers of the Company. Messrs. Hawk and Mr.areis not independent because of theirhis employment as the CEOPresident and CFOCEO of the company, respectively.fiscal 2014,2016, the independent directors met as a group 10four (4) times. These meetings were conducted, without any member of management or other employees of Team present, to discuss matters related to the oversight and governance of Team, compliance with NYSE and SEC rules, and the performance of our senior executives.By-lawsBylaws provide that the Board should have the flexibility to determine the appropriate leadership of the Board, and whether the roles of Chairman and Chief Executive OfficerCEO should be combined or separate. Our Board has determined that the leadership structure of our Board should include either an independent non-executive chairman of the Board or a lead director who satisfies our standards for independence. We believe our current structure, with a combined CEO and Chairman of the Board, a President and CEO, an independent Lead Director, and independent directors as chairs and members of each committee, is inhas served the best interests of the Company and its shareholders. The Board believes thatshareholders because the appointment of a Lead Independent Director achieveshas achieved many of the benefits claimed to result from the separationretention of thean independent Chairman of the Board and the CEO roles.Board. The Board believes that Mr. Waters, our Lead Director, Mr. Hawk, our current Chairman, and Chief Executive Officer,Mr. Owen, our President and CEO, with histheir industry expertise, financial expertise, and in-depth knowledge of Team and its business, ishave been the correct personpersons to fill both roles. The Board reviews its leadership structure from time to time to assess whether it continues to serve the best interestsroles of the CompanyLead Director, Chairman, and its shareholders.As part of the recently announced leadership transition plan discussed below in,Succession Planning—Leadership Transition Announcement,our currentPresident and CEO, Mr. Hawk, will transition his duties as the CEO to Mr. Owen and Mr. Hawk will become our executive chairman. Following the implementation of this leadership transition, our Board will maintain the position of independent lead director, Mr. Hawk will serve as executive chairman and Mr. Owen will serve as the CEO. With the extensive industry experience and in-depth knowledge of our business possessed by Messrs. Hawk and Owen, our Board believes this new leadership structure will continue to serve the best interests of Team and its shareholders. Independent Director in order to clarify and centralize the work of the independent directors. To further clarify the role of the independent directors in the governance of the Company, our Board established duties and responsibilities for the position of Lead Director. Mr. Waters was appointed to this position by the independent directors and has served as our Lead Director since June 2007. The Lead Director:(i) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and sets agendas for executive sessions; (ii) assists the Chairman in the management of Board meetings; (iii) monitors and responds directly to shareholder and other stakeholder questions and comments that are directed to the Lead Director or to the independent directors as a group, with consultation with the Chairman, andthe CEO or other directors or management as the Lead Director deems appropriate;(iv) reviews and coordinates meeting agendas, information, number of Board meetings and schedules for the Board; (v) ensures personal availability for consultation and communication with independent directors and with the Chairman, and CEO or management, as appropriate;(vi)(iv) provides guidance on director orientation; and (vii)(v) calls special meetings of the independent directors in accordance with our Bylaws, as the Lead Director deems appropriate. SeniorExecutive Vice President, Administration, General CounselChief Legal Officer and Secretary supports the Lead Director in fulfilling the Lead Director role.theappropriate material to the applicable director.Planning—Leadership Transition AnnouncementCommitteesCommittee annually report to the Board on succession planning and collaborate with the Board to evaluate potential successors to our CEO and other senior executives. As part of this process, the Compensation Committee and Corporate Governance and Nominating CommitteesCommittee solicit views from the non-management members of the Board and from senior management of the Company.As part of our leadership transition plan, we announced in July 2014 that Mr. Owen was promoted to President and CFO of the Company and elected to our Board of Directors. At the same time, our Chairman and CEO, Mr. Hawk, announced his intent to transition his responsibilities as our CEO to Mr. Owen within the next few months. At that time, Mr. Hawk will become Team’s Executive Chairman. Mr. Owen is continuing to serve as our CFO until his CFO successor is in place.AllWith the exception of our recently appointed directors, Ms. Kerrigan, and Mr. Yesavage, all of our directors currently meetmet or exceed theseexceeded our share ownership guidelines.Our CEOWith the exception of Messrs. Boane and Rushe, all of our executive officers meetmet or exceedexceeded these share ownership guidelines.General Counsel,Chief Legal Officer, our Insider Trading Policy and our Corporate Governance Principles prohibit our directors and executive officers from holding our securities in margin accounts or pledging our securities as collateral for a loan. In evaluating requests to hold our securities in a margin account or pledge our securities, our General CounselChief Legal Officer considers a number of factors, including, but not limited to: the total stock holdings of the individual, the amount of Company securities to be pledged or secured, the potential impact of a margin or loan call, the position of the individual with our Company, whether the pledge is part of a loan where lender has recourse against all assets of the individual and whether the pledge excludes Company shares required to meet our share ownership guidelines. No director or executive officer of the Company holds our securities in a margin account or has our securities pledged as collateral for a loan.AugustMarch 1, 20142017 concerning the nominees for election at the Annual Meeting as Class I and Class III directors, including the business experience of each nominee for at least the past five years: Age Director
Since 60 Chairman and CEO 1998 76 Lead Director 1998 62 President, CFO and Treasurer 2014 Mr. Hawk was appointed as our Chairman of the Board and CEO in November 1998. Prior to 1998, In July 2014, the Company announced its intention to transition Mr. Hawk’s responsibilities as our CEO to Mr. Owen within the next few months. At that time Mr. Hawk will become our executive chairman. Mr. Hawk served as the CEO of another public company and worked as a consultant for an international business consulting firm advising major public companies on business strategies. Mr. Hawk also served as a director of NCI Building Systems, Inc. from 2004 to 2009. As CEO, Mr. Hawk has been responsible for setting the Company’s strategic direction. The Company believes that Mr. Hawk’s strong business and leadership skills, as well as his comprehensive knowledge of the Company and our industry, give him a thorough understanding of our business and the necessary qualifications and skills to serve as a director.Name Age Louis A. Waters 78 Lead Director 1998 Jeffery G. Davis 62 Director 2016 Gary G. Yesavage 64 Director 2017 OwenDavis is the former CEO of The Brock Group, a leading provider of industrial specialty services from 2008 through 2015. Mr. Davis joined The Brock Group in 1977 and held several senior management positions prior to being promoted to President in 2007 and CEO in 2008. Mr. Davis served as the interim President and Chief Executive Officer of Furmanite from November 2, 2015 through the date of Team’s acquisition of Furmanite on February 29, 2016, and as Furmanite’s interim Executive Chairman of the Board from August 4, 2015 through the date of Team’s acquisition of Furmanite. Mr. Davis joined the Furmanite Board in May 2015. Mr. Davis’s current board memberships include the following: non-voting member of the Executive Committee and Representative to the Board of American Fuel and Petrochemical Manufacturers (AFPM); board member of the National Center For Construction and Educational Research (NCCER); board member of the Industrial Contractors Council of Associated Builders and Contractors; and board member of Junior Achievement of Southeast Texas (Houston Chapter). Mr. Davis also has over 25 years of active leadership in the National Association of Corrosion Engineers (NACE International) and is an active member of the Construction Users Round Table (CURT). Mr. Davis was appointed to the Board on February 29, 2016 pursuant to the terms of the Merger Agreement. The Board considered Mr. Davis’ significant leadership and namedmanagement experience in a major industrial specialty services company as President, CFO and Treasurer in July 2014. He will transition to CEO withinwell as his association with various industry organizations as qualifications for service on the next few months in connection with Board.Hawk’s transition to our Executive Chairman. Prior to July 2014, Mr. OwenYesavage most recently served as Executive Vicethe President CFOof Manufacturing for Chevron’s (NYSE) Downstream and Treasurer sinceChemicals Operations from 2009 until his retirement in June 2010.2016.From 1999 to 2009, Mr. Owen joined TeamYesavage served as the General Manager for Chevron’s Refinery in February 1998El Segundo, California and worked for Chevron for a total of 42 years. Mr. Yesavage was recommended for a position on the Board by an incumbent director, participated in April 1998the Board’s director review and evaluation process as described in the Corporate Governance and Nominating Committee below and was elected Vice President, CFO and Treasurer. From 2003 until June 2010, Mr. Owen was a Senior Vice President, CFO and Treasurerto the Board in January 2017 upon the recommendation of the Company.AugustApril 1, 20142017 concerning the directors continuing in office until the expiration of their respective terms, including the business experience of each director for at least the past five years: Age Director
Since Class Expiration of
Present Term 57 Director 2005 Class II 2015 76 Director 1992 Class II 2015 63 Director 2004 Class III 2016 80 Director 1973 Class III 2016 Name Age Class Ted W. Owen 65 President, CEO and Director 2014 Class III 2019 Sylvia J. Kerrigan 51 Director 2015 Class III 2019 Vincent D. Foster 60 Director 2014 Class II 2018 Michael A. Lucas 56 Director 2015 Class II 2018 Emmett J. Lescroart 66 Director 2014 Class III 2019 Chief Executive OfficerCEO of Main Street Capital Corporation (NYSE), a specialty investment company, since March 2007. Mr. Foster has also been Senior Managing Director of Main Street Capital Partners, LLC (and its predecessor firms), a corporate investment firm, since 1997. Mr. Foster currently serveshas served as a director of Quanta Services, Inc. (NYSE) since 1998. Mr. Foster previously served as a director of U.S. Concrete, Inc. from 1999 to 2010, Carriage Services, Inc. (NYSE) from 1999 to 2011, and HMS Income Fund, Inc. from June 2012 to March 2013. In addition, Mr. Foster served as a founding director of the Texas TriCities Chapter of the National Association of Corporate Directors (“NACD”) from 2004 to 2011. Prior to 1997, Mr. Foster, a CPA who also holds a J.D. degree, had a 19 year19-year career with a major international accounting firm, where he was a partner from 1988 to 1997. The Company believes Mr. Foster’s qualifications to serve on the Board include his significant contributions and service to Team, his experience as chief executive officer of a public corporation, his many years of service on boards of other public companies and his extensive tax, accounting, merger and acquisitions, financial and corporate governance expertise.Mr. JohnsonManaging General Partner of Wintermann & Company, a partnershipin that manages approximately 25,000 acres of real estate in Texas used in farming, ranching and oil and gas exploration activities, for more than the past five years. Mr. Johnsonposition since 2012. Ms. Kerrigan also serves as Marathon Oil Corporation’s Chief Public Policy Officer and Chief Compliance Officer. Prior to her appointment as Executive Vice President, Ms. Kerrigan served as Marathon Oil Corporation’s Vice President, General Counsel and Secretary since 2009. Previously, Ms. Kerrigan worked at the United Nations Security Council’s Commission d'Indemnisation in Geneva, Switzerland serving as the senior legal officer responsible for arbitrating losses sustained by international oil companies following the 1990 Iraq invasion of Winco Agriproducts, an agricultural products company that primarily processes rice for seed and commercial sale, asKuwait. Ms. Kerrigan is a director of Security State Bank in Anahuac, Texas and as a director of the Colorado Land Trust, a non-profit organization. From 1989 to 1993, Mr. Johnson served on the board of directors and aspast chairman of the Lower Colorado River Authority,State Bar of Texas International Law Section and a non-profit public utility serving more than one million residentsLife Fellow of the Texas Bar Foundation. She serves on the boards of Southwestern University, the United Way, and the Kay Bailey Hutchison Center for Energy, Law and Business at the University of Texas in central and southeast Texas.Austin. The Company believes that Mr. Johnson’s business expertise, including his background managing and directing public and private companies, provides him with the necessaryMs. Kerrigan’s qualifications and skills to serve on the Board include her experience as chief legal officer, chief public policy officer and chief compliance officer of a director.WilliamsLucas is the sole shareholderPresident and CEO of Engineered Controls International, a specialty valve and control supplier, and has been in this position since February 2017. Previously, Mr. Lucas served as the President and CEO of Powell Industries (NYSE) from August 2012 until December 2015. Prior to becoming CEO of Powell Industries, Mr. Lucas spent 14 years with Emerson Electric Company (NYSE), most recently as the President of Emerson Network Power, Energy Systems. The Company believes Mr. Lucas’ qualifications to serve on the Board include his general management experience in diverse industries including equipment manufacturers; his extensive sales, marketing and product management experience in industrial markets; and his experience as a president and chief executive officer of a professional corporation which is a partner inpublic corporation.law firmBoard RetirementChamberlain, Hrdlicka, White, Williams & Martin in Houston, Texas. He has been a partner in that firmservice with Team. Our Board expressed its sincere appreciation to Mr. Hawk for more than the past five years. Mr. Williams has been a member of our Board since the inception ofhis dedicated service to the Company and in the past has provided the Company with legal counsel. The Company believesannounced that, upon his re-election, Mr. Williams’ 40 years of service on the Board, his historical associationWaters will be appointed as our attorney and the legal services he has provided to numerous clients, including publicly traded companies, give Mr. Williams a unique perspective on Team and the challenges we face and provide him with the necessary qualifications and skills to serve as a director.sevennine (9) directors, divided into three classes designated as Class I, Class II and Class III. At each servingannual meeting, successors to the class of directors whose term expires at that annual meeting are elected for a three-year term expiring at the third succeeding annual meeting. Each director holds office until the annual meeting for the year in which his or her term expires and until a successor has been elected and qualified, or until his successor is dulysuch director’s earlier death, resignation, retirement, disqualification or removal. Mr. Hawk has elected and qualified.ten (10)thirteen (13) meetings during the fiscal year ended May 31, 2014.2016. No director attended fewer than 75% of the meetings held during the period for which he or she served as a member of the Board and the committees on which he or she served. We do not have a formal policy regarding director attendance at our annual meetings of shareholders; however, we do encourage all directors to attend all meetings of shareholders. All of our directors serving at the time were in attendance at our 20132016 Annual Meeting of Shareholders.www.teamindustrialservices.comwww.teaminc.com on the “Investors” page under “Corporate Governance.”currently composed of Messrs. HawkOwen (Chairman), WatersHawk, Foster and Williams.Waters. The Executive Committee is responsible for assisting with the general management of the business and affairs of Team as needed during intervals between meetings of the Board. The Executive Committee had no formal meetings during fiscal 2014.currently composed of Messrs. Foster (Chairman), Johnson, Waters and Williams.Lucas and Ms. Kerrigan. The Audit Committee is charged with the duties of recommending the appointment of the independent auditor; reviewing theirits fees and approving the services to be performed; ensuring that proper guidelines are established for the dissemination of financial information to the shareholders; meeting periodically with the independent auditors, the Board and certain officers of Team and its subsidiaries, including the General CounselChief Legal Officer and DirectorVice President of Audit Services in executive session without other members of management present, to ensure the scope and adequacy of internal and financial controls and reporting; reviewing consolidated financial statements; providing oversight to our internal audit function; and performing any other duties or functions deemed appropriate by the Board. The Board has determined that Mr. Foster is an “audit committee financial expert” within the meaning of applicable SEC regulations. In addition, the Board has determined that each member of the Audit Committee is independent and meets the financial literacy requirements as defined by the applicable listing requirements of the NYSE. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. The Audit Committee met eight (8) times during fiscal 2014.2016. Further information regarding the Audit Committee is set out in the “Audit Committee Report” below.currently composed of Messrs. JohnsonLescroart (Chairman), Lescroart,Lucas, Waters and Williams.Davis. The Compensation Committee reviews management performance and reviews and approves the amounts and types of compensation to be paid to the ChairmanPresident and CEO and our other senior executives. The Compensation Committee met six (6)ten (10) times during fiscal 2014.2016. Further information regarding the Compensation Committee is set out in the “Compensation Discussion and Analysis” section below.fiscal 2014,2016, an officer or employee of Team or any of its subsidiaries, or was formerly an officer of Team or any of its subsidiaries or had any relationship requiring disclosure by Team. During fiscal 2014,2016, no executive officer of Team served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one ofWilliamsWaters (Chairman), and Foster and Waters.Ms. Kerrigan. The Corporate Governance and Nominating Committee, which met three (3)two (2) times during fiscal 2014,2016, is charged with recommending director nominees to the Board; evaluating the contribution and performance of members and committees of the Board; administering the annual self-evaluation of Board performance; developing appropriate corporate governance principles for Team; and ensuring the processes of the Board are sufficient and consistent with its oversight role of Team. Each member of the Corporate Governance and Nominating Committee is independent, as defined by the applicable listing requirements of the NYSE.Team does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills,The Corporate Governance and expertise to oversee the Company’s businesses.The BoardNominating Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Whenever a vacancy occurs inIn the Board, either because of a newly-created director positionevent that vacancies are anticipated or otherwise arise, the resignation or retirement of an existing director, the Board, acting on the recommendation of the Corporate Governance and Nominating Committee, may select a person to fill the vacancy and that person shall serve as a director until the next annual meeting, at which time such person (or another Board nominee) shall be submitted to our shareholders for election to the Board. The Corporate Governance and Nominating Committee will consider director nominees who the Committee believes have demonstrated a high level of personal and professional integrity and exceptional ability and judgment. The Corporate Governance and Nominating Committee is authorized to use any method it deems appropriate for identifying candidates for Board membership including recommendations from currentsuggested by incumbent directors, management, our shareholdersthird-party search firms and others. The Corporate Governance and Nominating Committee may engage outside search firmswill also consider director nominations by shareholders that are made in compliance with the notice provisions and procedures set forth in our Bylaws. For a discussion of these requirements, see “identify suitable candidates. the Corporate Governance and Nominating Committee. The manner in which the Corporate Governance and Nominating Committee evaluates the qualifications of a nominee for director does not differ if the nominee is recommended by a shareholder.is also authorizedhas the authority to engage in whatever investigationretain, at Company expense, a third-party search firm to help identify and evaluationfacilitate the screening and interview process it deems appropriate, includingof potential director nominees, and the third-party firm may, among other things, conduct reference checks, prepare a thorough reviewbiography of each candidate for the candidate’s background, characteristics, qualities and qualifications and personal interviews with the Committee as a whole, one or more members of the Committee, or one or more other Board members. The Corporate Governance and Nominating Committee will examine whether a director nominee is likely to be effective, in conjunction with other nomineesreview and help coordinate interviews. continuing directors, in serving the long-term interest of our shareholders. The Corporate Governance and Nominating Committee will also examine other qualifications ofhas identified a potential director nominee, the committee makes an initial determination as listed in our Corporate Governance Principles, including experience in formulating policy in areas relevant to Team’s activitieswhether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the candidate, as well as skills and business experience that complement the other directors oncommittee’s own knowledge of the Board.TheDirector Qualifications” below.will consider nominees formembers. After completing this evaluation, if the committee believes the candidate would be a valuable addition to the Board, that are recommended by any of our shareholders entitledit will recommend to votethe Board the candidate’s nomination for theappointment or election of directors in the same manner as other candidates. A nominating shareholder must submit any recommendation in writing in conformity with the requirements of our Bylaws as summarized in theShareholder Proposalssection of this Proxy Statement.Such recommendation must be accompanied by a description of each nominee’s qualifications, experience and background, as well as a statement signed by each such nominee consenting to being nominated and, if elected, to serving as director. In addition, any nominee for election as Director must complete a questionnaire, in a form provided by the Company that inquires as to, among other issues, the proposed nominee’s independence. In particular, candidates must represent that they do not have, nor will they have, any undisclosed voting commitments or other arrangements with respect to their actions as a director.is awarded under our Restated Non-Employee Directors Stock Plan (“Non-Employee Director Plan”). The purpose of our Non-Employee Director Plan ishas been to attract and retain the services of experienced and knowledgeable independent individuals as directors, to provide them with a proprietary interest in Team so that the directors will have the financial incentive to apply their best efforts for the benefit of Team and our shareholders, and to provide directors with an additional incentive to continue in their positions.fiscal 2014, allJuly 2015, our Board, upon recommendation of our Compensation Committee, revised our director compensation. In making this recommendation, our Compensation Committee considered relevant trends in director compensation and reviewed the 2014/2015 NACD Director Compensation survey for companies similar to Team in terms of industry, revenue size and market capitalization. The following is a summary of our 2016 non-employee directors received a base director compensation program:fee of $45,000. In addition toretainer $50,000, paid quarterly;base Lead Director $20,000;cash fee,retainer for Audit Committee members $7,500, for Compensation Committee members $5,000, for Governance and Nominating Committee members $5,000; andtheour Audit Committee receives an additional $15,000,$20,000, for the Chairman of theour Compensation Committee receives an additional $7,500,$10,000 and for the Chairman of theour Corporate Governance and Nominating Committee receives$10,000.additional $5,000annual director stock award of $150,000. Beginning in August 2016, Mr. Hawk began receiving an annual director fee of $200,000, paid quarterly and other memberspro-rated to the date of his transition, for serving on the Board and as Chairman of the Audit Committee receive an additional $5,000 in annual cash fees. The annual cash fees were paid in four equal quarterly installments. Non-employee directors do not receive meeting fee payments.In addition to the annual cash fees, all non-employee directors receive an additional $70,000 in annual stock-based compensation under our Non-Employee Director Plan. During fiscal 2014, each non-employee director received the annual stock award in Common Stock valued at $70,000 (1,790 shares) on September 27, 2013. See the“Director Compensation” table below. No stock options were issued under the Non-Employee Director Plan in fiscal 2014.Messrs. Hawk andBoard. Mr. Owen, as the only membersemployee member of the Board, who are also Team employees, dodoes not receive any compensation for service on the Board.directorinformation regarding the compensation for fiscal 2014: Fees Earned
or Paid in
Cash
($) Stock
Awards
($) (2) Option
Awards
($) Total
($) Total Options
Outstanding
at May 31, 2014
(#) $ — $ — $ — $ — — $ — $ — $ — $ — — $ 50,000 $ 70,000 $ — $ 120,000 30,000 $ 60,000 $ 70,000 $ — $ 130,000 35,000 $ 57,500 $ 70,000 $ — $ 127,500 30,000 $ 45,000 $ 70,000 $ — $ 115,000 30,000 $ 55,000 $ 70,000 $ — $ 125,000 30,000 Name Louis A. Waters $ 85,625 $ 79,802 $ — $ 165,427 — Jeffery G. Davis $ 58,333 $ 79,802 $ — $ 138,135 Vincent D. Foster $ 75,000 $ 79,802 $ — $ 154,802 — Sylvia J. Kerrigan $ 72,917 $ 79,802 $ — $ 152,719 — Emmett J. Lescroart $ 58,750 $ 79,802 $ — $ 138,552 — Michael A. Lucas $ 62,500 $ 79,802 $ — $ 142,302 — Sidney B. Williams (2) $ 12,083 $ — $ — $ 12,083 30,000 Gary G. Yesavage (3) $ — $ — $ — $ — — (1)As Named Executive Officers, Messrs. Hawk and Owen’s compensation is reported in the“Summary Compensation Table”.(2)(1)All non-employee directors, other than Mr. Hawk, received a stock award valued at $70,000$75,000 on September 27, 2013.June 1, 2016; however, because the stock unit awards were made in the number of shares equal to the approved award dollar value divided by the 20-day volume weighted average price, the actual value in the table resulted in a different dollar value on the date of the award. Because Mr. Hawk served as Executive Chairman for a portion of 2016, all of his compensation, including his compensation for service as a director, is provided in the Summary Compensation Table for executives.(2) Mr. Williams retired from the Board effective May 12, 2016. (3) Mr. Yesavage was appointed to the Board on January 3, 2017. the Record Date.April 1, 2017. Each person holds the offices indicated until his successor is chosen and qualified at the regular meeting of the Board to be held following the Annual Meeting, or until such officer’s earlier death, retirement, disqualification or removal. Age Officer
Since 60 1998 Chairman of the Board and Chief Executive Officer 62 1998 President, Chief Financial Officer and Treasurer 52 2013 President, Quest Integrity Group 53 2007 President, Inspection and Heat Treating 51 2007 President, Mechanical Services 49 2008 Senior Vice President, Administration, General Counsel and Secretary Name of Director or Officer Age Position with Company Ted W. Owen 65 1998 President and Chief Executive Officer Jeffrey L. Ott 54 2013 President, TeamFurmanite and Quest Integrity Group Arthur F. Victorson 55 2007 President, TeamQualspec André C. Bouchard 51 2008 Executive Vice President, Administration, Chief Legal Officer and Secretary Declan Rushe 56 2016 President, Team Solutions Greg L. Boane 53 2014 Executive Vice President, Chief Financial Officer & Treasurer Messrs. Hawk andMr. Owen is provided under the section entitled “Director NomineesDirectors Continuing in Office.”formationPresident of Quest Integrity since its formation in January 2007. Mr. Ott joined Team at the time of the acquisition of the Quest Integrity Group in 2010. Mr. Ott was elected an executive officer of Team in June 2013.the assets of Cooperheat-MQS, Inc. in 2004. He had been with Cooperheat-MQS, Inc. since 1997. From 2001—2004, he held various management positions with Cooperheat-MQS. From 2006 until June 2007, he served as the Group Vice President—TCM Division.WallaceBouchard is President, Mechanical Services. From June 2010 through June 2013, Mr. Wallace served as Executive Vice President, Administration, Chief Operating Officer. Mr. Wallace joined Team in 1987 as an Operations Supervisor. From 1989 to 1996, he was a Branch Manager, from 1997 to 2000, he was the Managing Director S.E. Asia, and from 2001 to 2004, he was a Regional Manager. From 2005 until June 2007, Mr. Wallace served as a Vice President and General Manager of the Southeast Region of the TMS Division, and from June 2007 until June 2010, Mr. Wallace served as Senior Vice President, Commercial Support and Business Development.Mr. Bouchard is Senior Vice President, Administration, General CounselLegal Officer and Secretary and has served in that position since November 2014. From September 2008.2008 through October 2014, Mr. Bouchard served as Senior Vice President, Administration, General Counsel and Secretary. Mr. Bouchard joined Team in January 2008 as Senior Vice President, General Counsel and Secretary.1994 until joiningOctober 2012 through December 2015, Mr. Rushe served as President of Qualspec Group LLC (“Qualspec”). Team acquired Qualspec in July 2015. From October 2009 through October, 2012, Mr. Rushe served as the Chief Operating Officer of IESCO, a predecessor company of Qualspec.2008, he held various positions with Southern Union Company, includingNovember 2014 as Senior Vice President, Senior Assistant General Counsel,CFO and Treasurer. From 2008 to 2013, Mr. Boane served with Panhandle Eastern Pipe Line Company, LP includingCameron International Corporation, as President of the Custom Process Systems division, Vice President—AdministrationPresident-Finance for the Process and General Counsel.proxy statementProxy Statement entitled“Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with our senior management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the section entitled“Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended MayDecember 31, 2014.2016.www.teamindustrialservices.comwww.teaminc.com on the “Investors” page under “Governance.“Corporate Governance.”Jack M. Johnson, Jr., Chairmanexecutives,executive officers, including the Named Executive Officers (identified below under “Executive Compensation and Other Matters”), that are competitive in the business marketplace and that are based upon Company and individual performance. Our foremost objectives are to:senior executive compensation;senior executive compensation;•administers and makes recommendations to the Board with respect to severance and change in control arrangements pertaining to our senior executives (described below under “Senior Management Compensation and Benefit Continuation Policy”);targetconsider such factors as competitive industry salaries, a subjective assessment of the nature of the positions, and the contribution, experience, level of responsibility and length of service of our senior executive officers in establishing base compensation, for our senior executives at approximately the market median for similarly situated executives, adjusted to support Company objectives, and to provide opportunities to exceed the targeted median incentive compensation levels through annual performance-based incentives paid in cash and through long-term performance-based incentives. In certain circumstances, we may target base and incentive compensation above or below the competitive medianour peer groups to help attract or retain senior executives, as necessary, or to recognize differences in the business units they manage, their qualifications, responsibilities, role criticality and/or potential. In evaluating senior executive performance for establishing the components of our compensation program, on an annual basis we consider a variety of factors including: the economic environment, Company and business unit operating and financial performance, subjective evaluations of the performance of the senior executive officers, retention, past contributions and future potential. In evaluating the subjective performance, past contributions and future potential of our senior executives, we consider a variety of criteria, including, job knowledge and technical skills, key decision-making abilities, management of the Company’sCompany and business unit’s risk profile, achievement of strategic goals of the Company and their business unit, advancement in role and responsibility, management of personnel and departments, achievement and contribution to special projects and transactions, communication effectiveness, and planning and organizational ability. We believe these targeted levels are appropriate in order to motivate, reward, and retain our senior executives, each of whom has leadership talents and expertise that make him attractive to other companies.The last timeIn the fall of 2016, the Compensation Committee engaged a compensation consultant to review our executive compensation program was in 2011 when the Compensation Committee commissioned an executive compensation study by Longnecker & Associates (“Longnecker”) that was completed in the spring of 2011 to provide benchmarking data and recommendations for senior2017 executive compensation for fiscal 2012. No independent compensation consultant was retained by the Compensation Committee in 2012, 2013 or 2014.20132016 Proxy2013 Annual Meeting2016 annual meeting of shareholders, 99%98% of our shareholders who voted (excluding broker non-votes) approved our executive compensation program by voting for approval of the say-on-pay advisory vote and approximately 92%88% of the votes cast (including broker non-votes) voted for approval of the say-on-pay advisory vote. Although non-binding, the Compensation Committee will continue to consider the results from this year’s and future advisory shareholder votes regarding our executive compensation program along with the other factors listed in this“Compensation Discussion and Analysis” section.In June 2013,revised and restated its charter and, among other things, adopted new requirements relatedthe authority to retaining or seeking advice fromretain, at Company expense, compensation consultants, outside legal counsel and other advisors, (other thanand to approve their fees. These advisors report directly to the Compensation Committee.in-house counsel). Underoperations resulting from the recently adopted requirements,2016 Furmanite and 2015 Qualspec acquisitions. In conducting its executive compensation review, Longnecker examined the Committee must take into considerationexisting executive compensation program and pay practices, reviewed Team’s financial performance, and reviewed the factors affecting independence as specified bycompetitiveness of the SEC and the New York Stock Exchange.The lastproposed executive compensation program relative to a public company peer group analysis was conductedand survey data. The companies utilized by Longnecker for obtaining this competitive data are set forth below under spring of 2011, whensurveys to provide additional competitive compensation information. Longnecker reported directly to the Compensation Committee, engaged Longnecker as its external compensation advisor. Longnecker’s primary tasks included advisingbut was authorized by the Compensation Committee in its evaluation of the Company’s overall compensation program for senior executives as benchmarked against industry peer organizations and to provide benchmarking data for non-management director compensation.May 2011,December 2016, Longnecker presented the Compensation Committee with anits evaluation of the Company’s overallproposed compensation programpackages for its senior executivesexecutive officers, and made recommendationsprovided its assessment with respect to the proposed value ranges of long-term incentive grants as well as the form of such equity compensation. Longnecker’sThe Longnecker executive compensation analysis was utilized by the Compensation Committee in theirits consideration of all aspects of the Company’s 2017 compensation programs andpackages for our senior executive officers to establish base salaries, short-term cash incentives and annual and long term equity incentive awardsawards.and to determine non-employee director compensation for fiscal 2012. Longnecker was engaged by, and reported directly to, the Compensation Committee. Longnecker was selected by the Compensation Committee in 2011 after the Compensation Committee requested proposals from three compensation consulting firms and the Chairman of the Compensation Committee conducted interviews with each of the consulting firms. Both LongneckerDecember 2016 our management and the Compensation Committee, acknowledgedwith the assistance of Longnecker, developed a new peer group based upon companies that in orderprovide services similar to perform the services requested by the Compensation Committee, Longnecker needed to obtain information and data from, and otherwise interact with management. Management did not, however, direct Longnecker’s activities. Other than previous services provided for the Compensation Committee, Longnecker has not performed any other services for the Company.Peer AnalysisIn addition The peer group of companies is primarily made up of companies that are generally in the range of 50% to such factors as Company and individual performance, the Compensation Committee from time200% of our size with respect to time also considers the competitivenessrevenues and/or market capitalization. The new compensation peer group consists of the Company’s compensation programs as compared to its “peer group.” No peer groups were evaluated or reviewed in fiscal 2012, 2013 or 2014.salarysalaries of our President and CEO isCompensation Committee believes that salary levels should generally be targeted at the median levelannual base salaries for the competitive market, with consideration for internal equity and the unique qualifications, expertise and experience of the individual executives, because it believes that level is appropriate to motivate and retain our Named Executive Officers.Fiscal 2014 Salary DecisionsForOfficers were established following the Company’s fiscal 2014, Mr. Hawk received no base salary increase and Messrs. Owen, Wallace, Victorson and Ott received a base salary increaseyear ended May 31, 2015 as part of the Compensation Committee’s annual merit review that was made fully effective in August 2013. In awarding these2015 as follows: Mr. Hawk $275,000, Mr. Owen $575,000, Mr. Victorson $450,000, Mr. Ott $350,000, and Mr. Boane $325,000. Mr. Ott’s base salary adjustments, the Committee considered the promotions and resulting increasewas increased to $450,000 on January 7, 2016, as a result of his assumption of increased responsibilities in individual performance and responsibilities of someanticipation of the Named Executive OfficersFurmanite acquisition and as discussed in his role in managing the above section entitled“Compensation Philosophy and Process.”TeamFurmanite business. Mr. Hawk’sBoane’s base salary for fiscal 2014 remained at $578,000. In August 2013, the Committee electedwas increased to increase the fiscal 2014 base salaries of each of our other Named Executive Officers. The annual base salaries of Messrs. Owen and Wallace were increased 3% and,$350,000 in July 2016 in recognition of their promotions, Messrs. Victorson’s and Ott’s base salaries were increased by 10% and 28%, respectively. The fiscal 2014 base salaries for the Namedhis March 2016 promotion to Executive Officers were increased to the following amounts: Mr. Owen $354,000, Mr. Wallace $339,000, Mr. Victorson $345,000 and Mr. Ott $300,000. This increased amount is included in the base salary amounts described above.Vice President. Due to timing of pay increases and other payroll processes, the actual base salaries paid in a fiscal year can vary from those described. Information on the amounts actually earned by the Named Executive Officers in fiscal 2012, 20132014, 2015, 2015TP and 20142016 can be found in the “Summary Compensation Table” below. In setting the base salaries of our Named Executive Officers, the Committee considered the factors discussed in the above section entitled Compensation CommitteeBoard and our shareholders (the “Executive Bonus Plan”). In addition to the Executive Bonus Plan, Mr. Ott also participates in a bonus plan for the Quest Integrity business unit based upon the performance of his business unit as described in this section below.fiscal 20142016 were based upon financial measures which made up 80% of the goal and operational measures which made up 20% of the goal. The performance goals are set forth below under “Fiscal 20142016 Performance-Based Incentives Paid in Cash.” For the Executive Bonus Plan performance measures, the Compensation Committee annually establishes and approves the performance metrics, levels and relevant weighting of each metric based upon their assessment of the probability of achieving the metrics at different thresholds. The Compensation Committee establishes performance metrics for the financial portion of the Executive Bonus Plan based on the level of financial achievement of the Company as measured against our annual budget for fully diluted earnings per share, adjusted for non-routine items (“FDEPS”Adjusted EPS”) and operating profit for each of our Mechanical Services(i) TeamFurmanite and Inspection(ii) combined TeamQualspec and Heat TreatingQuest Integrity business units. For the operational portion of the Executive Bonus Plan, the Compensation Committee establishes performance metrics based upon the level of achievement of the Company as measured against operational targets established by the Compensation Committee. In establishing operational measures, the Compensation Committee may give consideration to atheeach senior executives,executive, and the resulting size of the overall performance-based incentive pool relative to Team’s earnings.In addition, to the Executive Bonus Plan, one of our senior executives, Mr. Ott, participates in the Quest Integrity Bonus Plan. The plan is an annual incentive-based, bonus plan for all employees of our Quest Integrity business unit. Mr. Ott participates in this annual bonus plan on the same basis as the other plan participants. Under the Quest Integrity Bonus Plan a bonus pool is earned based upon the financial performance of the Quest Integrity business unit during the fiscal year. As with all our annual employee bonus plans, the Compensation Committee reviews and approves all of these bonus pools, including the Quest Integrity Bonus Plan pool. Participant payouts are discretionary based upon an analysis of the leadership and other contributions made to the performance by the various business groups and individual plan participants. Mr. Ott makes recommendations for payouts under the plan to our CEO. Our CEO then makes recommendation to our Compensation Committee, including a recommendation for Mr. Ott, which approves any award to Mr. Ott under the Quest Integrity Bonus Plan.Fiscal 2014fiscal 2014,2016, our senior executives participated in an annual bonus program based upon the Executive Bonus Plan approved by our shareholders at the 2012 Annual Meeting of Shareholders. In addition, Mr. Ott participated with other Quest Integrity employees in the Quest Integrity Bonus Plan. For fiscal 2014,2016, the performance goals established by the Compensation Committee under the Executive Bonus Plan were based on financial measures accounting for 80% of the goal and operational measures accounting for 20% of the goal. For fiscal 2014,2016, the financial measure used for Messrs. Hawk, Owen and OttBoane under the Executive Bonus Plan was FDEPS,Adjusted EPS, because for fiscal 2014during that time, Messrs. Hawk,Owen and OwenBoane had overall corporate responsibility. Mr. Ott’s incentive compensation opportunities were divided between the Executive Bonus Plan and the Quest Integrity Bonus Plan based upon his role as President of our Quest Integrity business unit and as a corporate officer. The Quest Integrity Bonus Plan does not have individual performance goals. The bonus pool and any payments to Mr. Ott under the Quest Integrity Bonus Plan are reviewed and approved by the Compensation Committee. The Compensation Committee believes FDEPSAdjusted EPS is an appropriate measure of the best measure reflecting appropriate growthoverall performance of the Company andthat is closely aligned with the interests of our stock price performance for assessing overall corporate performance. shareholders. Mr. Hawk did not participate in the 2016 Executive Bonus Plan.fiscal 2014,2016, the financial measuresmeasure adopted for Messrs. Victorson and WallaceOtt was based 50% on FDEPSAdjusted EPS and 50% on the operating profits achieved by (i) the Mechanical ServicesTeamQualspec business unit and Inspection(ii) the combined TeamFurmanite and Heat TreatingQuest Integrity business units, respectively. In establishing these performance measures, the Compensation Committee determined that, as the senior managers for the TeamQualspec and the combined TeamFurmanite and Quest Integrity business units, Messrs. Victorson and WallaceOtt should have a significant portionportions of their annual cash incentiveunitunits they operate and a portion tied to overall Team performance. For fiscal 2014,2016, due to the importance of strong safety performance to the Company and to our employees, the Compensation Committee established an operational goal of achievement of a specified safety objective target established by the Compensation Committee based upon the Company’s global total recordable incident rate (“TRIR”). Additional information regarding the threshold, target and maximum performance objectives is reported in footnote 1 under the “Grants of Plan-Based Awards” table.For fiscal 2014,FDEPSAdjusted EPS performance objective for the Executive Bonus Plan at $2.00,$2.15 and the operating profits target for the Inspection and Heat TreatingTeamQualspec business unit at $50.14$75.90 million and the operating profits target for the Mechanical Servicescombined TeamFurmanite and Quest Integrity business unit at $37.36$43.85 million (collectively the “Operating Profits Target”) and the target safety performance measure as achievement of a global TRIR for the Company of 0.45. Our actual fiscal 2014 adjusted FDEPS was $1.48,0.30. The performance targets are subject to equitable adjustments in the fiscal 2014 operating profitCompensation Committee’s discretion to account for events that significantly impact, positively or negatively, Team’s ability to achieve the Inspectionestablished target. The Compensation Committee utilizes the Company’s quarterly and Heat Treating business unit was $45.6 million,annual reports filed with the operating profit for the Mechanical Services business unit was $26.2 millionSEC and the Global TRIR forearnings releases issued by the Company, was 0.58.Basedto take into account charges for restructuring, extraordinary, unusual or non-routine items and discontinued operations, which may be identified on the face of the income statements or in the footnotes thereto, or in the Management’s Discussion and Analysis section of the Company’s fiscal 2014Annual Report. In evaluating achievement of the financial performance objectives established under the Executive Bonus Plan: (i) we did not achieve our threshold FDEPS performance objective, (ii) our Inspection and Heat Treating business unit achieved 91% of its operating profits target, (iii) our Mechanical Services business unit did not achieve its minimum operating profits target, and (iv) we achieved 75% of our safety performance target for the year.In accordance with the Executive Bonus Plan Messrs. Hawk, Owen, Wallace and Ott were paid 0% of their financial performance goal and 75% of their operational goal or at 15% of their overall target annual cash incentive compensation. Mr. Victorson was paid 31% of his financial performance goal and 75% of the Company operational goal, or at 47% of his overall target annual cash incentive compensation. For Fiscal 2014,for 2016, the Compensation Committee approved awards of annual bonuses of $60,000 to Mr. Hawk, $36,000 to Mr. Owen, $36,000 to Mr. Wallace, and $110,000 to Mr. Victorson. The Compensation Committee awarded Mr. Ott a bonus of $105,000, consisting of $90,000 underdetermined that the Quest Integrity Bonus Plan and $15,000 earned under the Executive Bonus Plan.minimum performance level targets had not been met. The Compensation Committee determined that thesethe operational performance goal of the achievement of the global TRIR safety performance measure was achieved by the Company at 90% of the Target Award. Bonus Plan and the Quest Integrity Bonus Plan because they strike an appropriate balance between the incentive for achievement of short-term financial and operational performance with the incentive for the execution of strategic objectives, individual contributions to Company results and to pay annual incentives consistent with the overall performance of Team. Additional Information on the amounts earned by the Named Executive Officers under the Executive Bonus Plan in fiscal 2012, 2013 and 2014 can be found in the “Summary Compensation Table” below.plans.will act as aare an important retention tool, because the stock will retainretains some value regardless of our stock price, and createcreates alignment with shareholder interests because the restricted stock value is linked to changes asin our stock price changes.price. Additionally, the Compensation Committee has awarded restrictedbelieves that long-term performance-based stock units (“LTPSUs”) with performancea performance-based component and time-baseda long-term cliff vesting component should be provided to our Named Executive Officers for the purpose of preservingcreating strong incentives for our Named Executive Officers to achieve our long-term financial performance targets and strategic initiatives.tax deductibility of such compensation as described below.Our shareholders approved the Stock2016 Equity Incentive Plan, at our 2006 Annual Meeting of Shareholders that allows the Compensation Committee greater flexibility in the structure of specific awards and approved various amendments in 2007, 2008 and 2009. In August 2011,by our shareholders approved an amendmentin May 2016, and adhere to the Stock Incentive Plan to increase the number of authorized shares available to grant under the Stock Incentive Plan. We currently maintain the following processes relating to the granting of equity awards:Committee;retroactively; andwe do notretroactively or purposefully schedule equity awards prior to disclosure of favorable information or after the announcement of unfavorable information.Fiscal 2014 In fiscal 2014,established annual long-termcontinued the long term equity incentive opportunitiesaward program for each eligibleour Named Executive Officer in eitherOfficers consisting of (i) time-based restricted stock units or performance-basedwith annual vesting over four years and (ii) elected not to make any new LTPSU awards. Each of these award types is discussed in more detail below. In November 2016, our Compensation Committee approved and awarded grants of RSUs to our Named Executive Officers. These long-term incentive awards basedare set forth in the “Grants of Plan-Based Awards” table below.their estimated value at grant date. Suchan annual basis as part of the Company’s long term equity award program for senior executives. These equity grants are determined by taking into consideration each Named Executive Officer’s position, experience, level of responsibility and length of service, and market data, individual and Company performance, internal equity considerations, retention concerns and expenses related to the grant. To determine the number of restricted stock units an executive officer receives, the grant value determined by the Compensation Committee is divided by the closing price of Company stock on the NYSE on the date of grant.In October 2013, our Compensation Committee approved and awarded a performance-based award of restricted stock units to Mr. Hawk and grants of restricted stock units to our other Named Executive Officers, other than Mr. Hawk. These long-term incentive awards are set forth in the “Grants of Plan-Based Awards” table under “Executive Compensation and Other Matters” below. There were no awards of stock options made to any Named Executive Officer during the fiscal year ended May 31, 2014. The Compensation Committee engaged the services of Longnecker in 2008, when it first began awarding performance-based stock units to Mr. Hawk, to evaluate and advise the Compensation Committee as to the amount and structure of the performance-based stock unit awards for Mr. Hawk.The Compensation Committee elected to provide Mr. Hawk with performance-based restricted stock units in order to be compliant with the deduction limitation of Section 162(m) of the Code, which limits the amount of remuneration that the Company may deduct for its CEO. The grant of 17,171 performance-based restricted stock units to Mr. Hawk on October 15, 2013 contains a performance feature that provides that no shares of Company stock are delivered to Mr. Hawk if the Company does not meet a minimum annual net income requirement (the “Performance Goal”). The performance-based restricted stock grant target and the award for Mr. Hawk were approved by the Compensation Committee in October 2013. All performance-based restricted stock unit grants were made in the number of shares equal to the approved award dollar value divided by the closing market price of our Common Stock on October 15, 2013, rounded up to the nearest whole share. Under the terms of the performance-based stock unit awards, Mr. Hawk will be awarded performance stock units designated as the number of stock units that may be paid out in shares of Common Stock if the Company achieves the Performance Goal(s). Upon achievement of the annual Performance Goal(s) and the passage of the time vesting requirement,the restrictions will expire in equal annual installments on the first, second, third, fourth, and, if necessary, fifth anniversaries of the grant date, unless earlier terminated in accordance with the Stock Incentive Plan. In the event an annual Performance Goal(s) is not achieved within the performance cycle(s), the Performance Goal(s) may be achieved in subsequent performance cycles upon achievement of the cumulative Performance Goal established by the Compensation Committee. In the event of a change of control (as such term is defined in the performance-based stock unit agreement and the Stock Incentive Plan) of the Company or in the event of Mr. Hawk’s death, any outstanding performance stock units will be accelerated and paid out in Common Stock.Similar to the October 2013 performance-based award to Mr. Hawk, the Compensation Committee chose net income as the measure of performance necessary for the achievement of the Performance Goals under the performance-based stock unit awards granted to Mr. Hawk in prior years. In determining net income for purposes of the Performance Goal for each of the performance based awards, the Committee utilizes net income as reported in the Company’s quarterly and annual reports filed with the SEC which may be adjusted by the Committee to take into account income charges for restructuring, extraordinary, unusual or non-recurring items, discontinued operations and cumulative effect of accounting changes, each as defined by generally accepted accounting principles in the United States or changes in tax laws, as identified on the face of the income statements or in the footnotes thereto, or in the Management’s Discussion and Analysis section of the Company’s annual report.Consistent with the terms of the performance-based awards in prior years, under Mr. Hawk’s October 2013 performance-based award, for each Performance Cycle (as defined below) during which the Company achieves the net income goal (the “2013 Performance Goal”), 25% of the stock units awarded will vest annually over a period of four years beginning in October 2014 through October 2017, and, if necessary, for catch-up vesting in October 2018. The October 2013 award defines “Performance Cycle” as the 12 month period beginning September 1, 2013 and ending August 31, 2014 and, thereafter, each of the Company’s fiscal years ending May 31, 2015, 2016, 2017, and, if necessary for purposes of catch-up vesting, fiscal year 2018. In the event the 2013 Performance Goal is not achieved for any Performance Cycle the shares from that Performance Cycle may be vested on the next vesting date if the sum of the net income achieved by the Company for the unearned Performance Cycle and the current Performance Cycle equals or exceeds the cumulative annual net income goal for the combined Performance Cycles.For his performance-based awards in prior years, the Compensation Committee determined that Mr. Hawk had achieved the 2009, 2010, 2011 and 2012 Performance Goals for the annual Performance Cycles and the restriction lapsed for a portion of the award and the applicable number of stock units, less applicable tax withholding, were converted to Common Stock in accordance with the terms of each of the awards. The Compensation Committee will meet later this year to determine achievement of the performance goals for the annual Performance Cycles ending in 2014 under the terms of the 2010, 2011, 2012 and 2013 performance-based awards granted to Mr. Hawk. Additional information regarding the grant date fair value of the awards made to Mr. Hawk is reported in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table.Consistent with the Company’s annual long term incentive program for senior executives, on October 15, 2013, the Compensation Committee awarded 6,374 restricted stock units to each of Messrs. Owen, Victorson and Wallace and 5,083 restricted stock units to Mr. Ott, which permit each of them to receive, upon expiration of the time-based restrictions, shares in an amount equal to a specified number of shares of Common Stock. The restrictions on the awards expire in equal annual installments on the first, second, third and fourth anniversaries of the date of grant, unless earlier terminated in accordance with the Stock Incentive Plan. All restricted stock unit grants were made in the number of shares equal to the approved award dollar value divided by the closing market price of our shares on October 14, 2013, rounded up to the nearest whole share.grants. In the event of a change of control (as such term is defined in the stock unit agreement, the LTPSU and the Stock2016 Equity Incentive Plan) of the Company or in the event of a participant’s death, the vesting of any outstanding performance stock unitsLTPSUs and RSUs will be accelerated and paid out in Common Stock. Additional information regarding the grant date fair value of the equity awards is reported in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table. in the Company’s 2nd fiscal quarter, although such awards are not guaranteed. The eligible employee population, exact timing of grants and the specific form of awards may vary from year to year. The Compensation Committee will continue to monitor and consider the types of awards, vesting requirements, eligible employee pool and applicable accounting, tax and regulatory impacts of long-term incentive awards on an annual basis.federalcorporate income tax deduction for annual compensation paid to the chief executive officer and the three other most highly compensated officers of a “Named Executive Officer”public corporation in excess of $1 million, for any year, unless that compensation is “performance-based.” One of the requirements of performance-based compensation for purposes of Section 162(m) is that the compensation be paid in accordance with a plan that has been approved by a company’s shareholders. To the extent practical, the Compensation Committee intends to preserve deductibility, but may choose to provide compensation that is not deductible if the Compensation Committee determines it is necessary to attract, retain and reward Company executives.eachthe fiscal year for the three year periodyears ended May 31, 2014.2014, May 31, 2015, the 2015 Transition Period from June 1 to December 31, 2015 and the year ended December 31, 2016. When setting total compensation for each of the Named Executive Officers, the Committee reviews tally sheets which show the executive’s current compensation, including equity and non-equity based compensation. Fiscal
Year Salary
($) Bonus
($) (6) Stock
Awards
($) (1) Option
Awards
($) (2) Non-Equity
Incentive Plan
Compensation
($) (3) All Other
Compensation
($) (4) Total ($) 2014 $ 578,000 $ — $ 625,024 $ — $ 60,000 $ 26,581 $ 1,289,605
Chief Executive Officer 2013 $ 567,692 $ — $ 625,009 $ — $ 176,000 $ 23,900 $ 1,392,601 2012 $ 546,760 $ $ 600,016 $ — $ 430,000 $ 27,505 $ 1,604,281 2014 $ 352,312 $ — $ 232,014 $ — $ 36,000 $ 19,382 $ 639,708
Chief Financial Officer and Treasurer 2013 $ 332,231 $ — $ 232,007 $ — $ 115,000 $ 25,471 $ 704,709 2012 $ 310,000 $ $ 210,011 $ — $ 225,000 $ 26,388 $ 771,399 2014 $ 337,090 $ — $ 232,014 $ — $ 36,000 $ 11,728 $ 616,832 2013 $ 317,692 $ — $ 232,007 $ — $ 115,000 $ 18,680 $ 683,379 2012 $ 298,022 $ $ 210,011 $ — $ 225,000 $ 19,272 $ 752,305 2014 $ 340,090 $ — $ 232,014 $ — $ 110,000 $ 15,311 $ 697,415
Heat Treating Services 2013 $ 302,692 $ — $ 198,031 $ — $ 155,000 $ 20,371 $ 676,094 2012 $ 283,005 $ — $ 180,020 $ — $ 200,000 $ 16,267 $ 679,292 2014 $ 259,637 $ 90,000 $ 185,021 $ — $ 15,000 $ 20,058 $ 569,716 2013 $ 219,684 $ 150,000 $ 30,029 $ — $ — $ 20,849 $ 420,562 2012 $ 222,789 $ 75,000 $ 25,009 $ — $ — $ 17,480 $ 340,278 Name and Principal Position Option Awards ($) Non-Equity Incentive Plan Compensation ($) (7) All Other Compensation ($) (8) Total ($) Philip J. Hawk (1) 2016 $ 163,077 $ — $ 1,131,283 (5) $ 158,880 (6) $ — $ 132,387 $ 1,585,627 Chairman of the Board, former Executive Chairman and former Chief Executive Officer TP 2015 $ 184,039 $ — $ 388,472 $ — $ 23,333 $ 10,755 $ 606,599 2015 $ 459,537 $ — $ 551,531 $ — $ 370,000 $ 16,625 $ 1,397,693 2014 $ 578,000 $ — $ 625,024 $ — $ 60,000 $ 26,581 $ 1,289,605 Ted W. Owen (2) 2016 $ 575,000 $ — $ 397,505 $ — $ 85,500 $ 11,282 $ 1,069,287 President and Chief Executive Officer TP 2015 $ 324,712 $ — $ 728,386 $ — $ 52,500 $ 9,168 $ 1,114,766 2015 $ 463,328 $ — $ 716,898 $ — $ 370,000 $ 22,052 $ 1,572,278 2014 $ 352,312 $ — $ 232,014 $ — $ 36,000 $ 19,382 $ 639,708 Greg L. Boane (2) 2016 $ 335,577 $ — $ 227,135 $ — $ 48,000 $ 11,985 $ 622,697 Executive Vice President, Chief Financial Officer and Treasurer TP 2015 $ 188,269 $ — $ 267,075 $ — $ 21,583 $ 11,643 $ 488,570 2015 $ 174,644 $ — $ 275,765 $ — $ 110,000 $ 10,443 $ 570,852 2014 $ — $ — $ — $ — $ — $ — $ — Arthur F. Victorson 2016 $ 450,000 $ — $ 312,320 $ — $ 61,750 $ 9,211 $ 833,281 President, TeamQualspec TP 2015 $ 249,615 $ — $ 437,032 $ — $ 37,917 $ 10,818 $ 735,382 2015 $ 367,123 $ — $ 386,080 $ — $ 325,000 $ 17,261 $ 1,095,464 2014 $ 340,090 $ — $ 232,014 $ — $ 110,000 $ 15,311 $ 697,415 Jeffrey L. Ott (2) 2016 $ 441,667 $ — $ 312,320 $ — $ 61,750 $ 28,179 $ 843,916 President, TeamFurmanite and Quest Integrity TP 2015 $ 198,846 $ — $ 339,913 $ — $ 35,000 $ 12,619 $ 586,378 2015 $ 294,532 $ 225,000 $ 330,944 $ — $ 75,000 $ 28,340 $ 953,816 2014 $ 259,637 $ 90,000 $ 185,021 $ — $ 15,000 $ 20,058 $ 569,716 (1) TheMr. Hawk served as CEO until December 1, 2014. On December 1, 2014, Mr. Hawk was appointed as our Executive Chairman of the Board. On August 8, 2016, Mr. Hawk transitioned from his role as the Executive Chairman, to the non-employee Chairman. Following his transition to a non-employee director and Chairman of the Board, Mr. Hawk began receiving director fees, which are included in the All Other Compensation column. Mr. Hawk did not participate in the Company’s Executive Bonus Plan in 2016.(2) Effective December 1, 2014, Mr. Owen was appointed as President and CEO. Effective July 9, 2014, Mr. Owen was appointed President, CFO & Treasurer. Prior to this appointment, Mr. Owen served as Executive Vice President, CFO & Treasurer. Effective November 3, 2014, Mr. Boane was appointed Senior Vice President, CFO and Treasurer and on March 24, 2016, Mr. Boane was appointed as Executive Vice President, CFO and Treasurer. Effective February, 2016, Mr. Ott was named President of TeamFurmanite and Quest Integrity. Prior to February 2016, Mr. Ott was President-Quest Integrity. (3) Represents bonus awarded under the Quest Integrity Bonus Plan. This discretionary bonus award is paid subsequent to year end based on financial results for the fiscal year. (4) awardsaward column also represents the dollar amount of share-based compensation grantedperformance-based restricted stock units awarded in fiscal 2014. Generally, the applicable fiscal yearaggregate grant date fair value is the amount that Team expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value, if any, that the Named Executive Officers will realize from the award. In particular, the actual value of LTPSUs received is different from the amount shown because it depends on actual performance and the actual value of the shares at the time of vesting. In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), the aggregate grant date fair value of the LTPSUs is calculated based on the probable outcome of the performance conditions as of the grant date. For a description of the assumptions made in calculating the grant date fair value of the stock awards in accordance with FASB ASC Topic 718, (formerly FASB Statement 123(R) )see Note 11 to the Company’s audited financial statements as filed in our 2016 Annual Report on Form 10-K. See the Grants of Plan-Based Awards Table for restricted stock units (including performance-based restricted stock units) (collectively, the “restricted stock awards”)additional information on awards granted to each of the Named Executive Officers.in 2016.(2)There were no(5) option awardsprice of $27.27. In addition, Mr. Hawk received a director stock award valued at $150,000, based on the 20-day VWAP of the Company’s common stock on August 8, 2016, upon his transition to a non-employee director and Chairman of the Board. Under ASC 718, this award was valued at $170,370 based on the closing price of the Company’s common stock on the grant date and accordingly is the amount included in fiscal 2014, 2013 or 2012.the table above relative to this award.(3)(6) Represents the incremental expense associated with the modification of Mr. Hawk’s stock options originally granted on October 15, 2007 to extend their expiration date to October 15, 2017, valued in accordance with ASC 718. (7) Represents the bonuses earned for fiscal 2014, 20132016, 2015TP, 2015 and 20122014 under our Executive Bonus Plan and any discretionary awards, based upon our Executive Bonus Plan. The bonuses are paid subsequent to year end based on the final results for the fiscal year. Fiscal year 2012 includesIn addition to the amount earned for achievement of the safety performance measure, Mr. Boane was awarded an additional discretionary awards.amount of $10,000 under the Executive Bonus Plan in recognition of his contributions toward the progress made on the integration of Team, Furmanite and Qualspec businesses, the achievement of strategic operating goals and the initiation of the implementation of the ERP. No other Named Executive Officers were awarded a discretionary amount for 2016.(4)(8) Represents vehicle allowances of $4,250 through January 15, 2013 and employer contributions for insurance and the 401(k) plan. AmountFor Mr. Hawk, also includes car allowance and company car perquisites in 2012 and 2013 which was converted in January 2013$123,077 of director fees paid following his transition to $13,000 annual base salary increase for each executive officer (excluding Mr. Ott).a non-employee director.(5)Effective July 9, 2014, Mr. Owen was appointed President, CFO & Treasurer. Prior to this appointment, Mr. Owen served as Executive VP, CFO & Treasurer.(6)Represents bonus awarded under the Quest Integrity Bonus Plan. This discretionary bonus award is paid subsequent to year end based on financial results for the fiscal year.the fiscal year ended May 31, 2014. Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1) All Other Stock
Awards:
Number of
Securities
Underlying
Options (#) Exercise or Base
Price of Option
Awards ($/Sh) Grant Date
Fair Value
of Stock and
Option
Awards
($) (2) Grant
Date Threshold
($) Target
($) Maximum
($) — $ 200,000 $ 400,000 $ 800,000 — $ — $ — 10/15/13 $ — $ — $ — 17,171 $ — $ 625,024 — $ 117,000 $ 234,000 $ 468,000 — $ — $ — 10/15/13 $ — $ — $ — 6,374 $ — $ 232,014 — $ 117,000 $ 234,000 $ 468,000 — $ — $ — 10/15/13 $ — $ — $ — 6,374 $ — $ 232,014 — $ 117,000 $ 234,000 $ 468,000 — $ — $ — 10/15/13 $ — $ — $ — 6,374 $ — $ 232,014 — $ 50,000 $ 100,000 $ 200,000 — $ — $ — 10/15/13 $ — $ — $ — 5,083 $ — $ 185,021 All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/sh.) Name Philip J. Hawk 8/8/2016 (1) $ — $ — $ — — — — 4,751 — — $ 129,560 8/8/2016 (1) $ — $ — $ — — — — 8,586 — — $ 234,140 8/8/2016 (1) $ — $ — $ — — — — 7,833 — — $ 213,606 8/8/2016 (1) $ — $ — $ — — — — 8,592 — — $ 234,304 8/8/2016 (1) $ — $ — $ — 1,305 2,611 7,833 — — — $ 71,202 8/8/2016 (1) $ — $ — $ — 1,432 2,864 8,592 — — — $ 78,101 8/8/2016 (1) $ — $ — $ — — — — — 120,000 $ 30.33 $ 158,880 11/15/2016 $ — $ — $ — — — — 4,586 — — $ 170,370 Ted W. Owen — $ 225,000 $ 450,000 $ 900,000 — — — — — — — 11/15/2016 $ — $ — $ — — — — 10,700 — — $ 397,505 Greg L. Boane — $ 100,000 $ 200,000 $ 400,000 — — — — — — — 11/15/2016 $ — $ — $ — — — — 6,114 — — $ 227,135 Arthur F. Victorson — $ 162,500 $ 325,000 $ 650,000 — — — — — — — 11/15/2016 $ — $ — $ — — — — 8,407 — — $ 312,320 Jeffrey L. Ott — $ 162,500 $ 325,000 $ 650,000 — — — — — — — 11/15/2016 $ — $ — $ — — — — 8,407 — — $ 312,320 (1) The fiscal 2014 AnnualAs described in “Executive Chairman’s Previously Awarded Equity Awards” in the Compensation Discussion and Analysis above, these rows represent Mr. Hawk’s previously granted equity awards that were modified on August 8, 2016.(2) fully diluted earnings per shareAdjusted EPS goal in a range of $1.60$1.72 to $2.90,$3.12, the threshold and maximum performance targets, respectively, with a target of $2.00,$2.15, the operating profits target goal for (i) the Inspection and Heat TreatingTeamQualspec business unit of $50.14$75.90 million, for(ii) the Mechanical Servicescombined TeamFurmanite and Quest Integrity business unit of $37.36$43.85 million and the safety performance target goal of a 0.450.30 TRIR. At the threshold earnings level, payouts would generally be 50% of target and at the maximum earnings level payouts would generally be 200% of target. The Compensation Committee reviews financial and individual objectives in determining the actual bonus as reported in the “Summary Compensation Table.” Approved maximum represents the maximum in compliance with Section 162(m) of the Code. Threshold represents the minimum level of performance for which payouts are authorized under the quantitative portion of our Annual Executive Bonus Plan, although the minimum payout is zero. For Named Executive Officers, the Compensation Committee may use its discretion to award more or less than the threshold or target award regardless of whether the threshold operating targets or safety performance targets are met. The actual amount of incentive bonus paid to each Named Executive Officer with respect to fiscal 20142016 performance is reported under the non-equity incentive plan compensation column in the “Summary Compensation Table.”(2)(3) No LTPSUs were granted in 2016. The awards shown for Mr. Hawk represents performance-based awards originally granted on November 4, 2014 and October 15, 2015 that were modified on August 8, 2016 to remove the requirement that Mr. Hawk be an employee for vesting purposes under the awards. The vesting of the awards remain contingent upon the outcome of the underlying performance conditions. (4) For a description of the assumptions made in calculating the grant date fair value of the stock awards granted during fiscal 20142016 in accordance with ASC 718, see Note 1211 to the Company’s footnotes to its audited financial statements as filed in our 2016 Annual Report on Form 10-K. For the Form 10-K forawards listed with a grant date of August 8, 2016, the year ended May 31, 2014.amounts represent the incremental cost associated with the modification of Mr. Hawk’s equity awards granted in prior years, valued in accordance with ASC 718 based on the Company’s August 8, 2016 closing Common Stock price of $27.27 per share. These amounts reflect our accounting value for these awards and do not correspond to the actual value, if any, that may be received by the Named Executive Officers for these awards.2014 Fiscal2016 Year-EndMayDecember 31, 2014. OPTION AWARDS STOCK AWARDS Number of Securities Underlying
Unexercised Options Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not Vested
(#) Market Value of
Shares or Units
of Stock That
Have Not Vested
($) (5) Exercisable
(#) Unexercisable
(#) 40,000 — $ 9.23 8/12/15 — $ — 46,000 — $ 9.63 8/17/15 — $ — 100,000 — $ 13.28 1/17/16 — $ — 120,000 — $ 15.27 10/17/16 — $ — 120,000 — $ 30.33 10/15/17 — $ — — — $ — 11/22/20 6,226 (1) $ 260,994 — — $ — 10/14/21 11,924 (2) $ 499,854 — — $ — 10/15/22 14,253 (3) $ 597,486 — — $ — 10/15/23 17,171 (4) $ 719,808 29,000 — $ 9.23 8/12/15 — $ — 20,000 — $ 15.27 10/17/16 — $ — 24,000 — $ 30.33 10/15/17 — $ — — — $ — 11/22/20 2,055 (1) $ 86,146 — — $ — 10/14/21 4,174 (2) $ 174,974 — — $ — 10/15/22 5,291 (3) $ 221,799 — — $ — 10/15/23 6,374 (4) $ 267,198 — $ — 11/22/20 2,055 (1) $ 86,145 — — $ — 10/14/21 4,174 (2) $ 174,974 — — $ — 10/15/22 5,291 (3) $ 221,798 — — $ — 10/15/23 6,374 (4) $ 267,198 — — $ — 11/22/20 1,868 (1) $ 78,306 — — $ — 10/14/21 3,578 (2) $ 149,989 — — $ — 10/15/22 4,516 (3) $ 189,310 — — $ — 10/15/23 6,374 (4) $ 267,198 — — $ — 10/14/21 497 (2) $ 20,834 — — $ — 10/15/22 685 (3) $ 28,715 — — $ — 10/15/23 5,083 (4) $ 213,079 — — $ — $ OPTION AWARDS STOCK AWARDS Number of Securities Underlying Unexercised Options Option Exercise Price ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) Name Unexercis-able (#) Philip J. Hawk 30,000 — $ 30.33 10/15/2017 — — $ — — $ — — — $ — — 11/4/2014 — $ — 2,611 (3) $ 102,482 — — $ — — 10/15/2015 — $ — 2,864 (5) $ 112,412 Ted W. Owen — — $ — — 10/15/2013 1,594 (1) $ 62,565 — $ — — — $ — — 11/4/2014 4,242 (2) $ 166,499 — $ — — — $ — — 11/4/2014 — $ — 8,484 (3) $ 332,997 — — $ — — 10/15/2015 7,518 (4) $ 295,082 — $ — — — $ — — 10/15/2015 — $ — 11,456 (5) $ 449,648 — — $ — — 11/15/2016 10,700 (6) $ 419,975 — $ — Greg L. Boane — — $ — — 11/4/2014 2,285 (2) $ 89,686 — $ — — — $ — — 11/4/2014 — $ — 1,958 (3) $ 76,852 — — $ — — 10/15/2015 3,759 (4) $ 147,541 — $ — — — $ — — 10/15/2015 — $ — 2,864 (5) $ 112,412 — — $ — — 11/15/2016 6,114 (6) $ 239,975 — $ — Arthur F. Victorson — — $ — — 10/15/2013 1,594 (1) $ 62,565 — $ — — — $ — — 11/4/2014 3,264 (2) $ 128,112 — $ — — — $ — — 11/4/2014 — $ — 2,611 (3) $ 102,482 — — $ — — 10/15/2015 5,907 (4) $ 231,850 — $ — — — $ — — 10/15/2015 — $ — 5,012 (5) $ 196,721 — — $ — — 11/15/2016 8,407 (6) $ 329,975 — $ — Jeffrey L. Ott — — $ — — 10/15/2013 1,271 (1) $ 49,887 — $ — — — $ — — 11/4/2014 2,611 (2) $ 102,482 — $ — — — $ — — 11/4/2014 — $ — 2,611 (3) $ 102,482 — — $ — — 10/15/2015 4,296 (4) $ 168,618 — $ — — — $ — — 10/15/2015 — $ — 4,296 (5) $ 168,618 — — $ — — 11/15/2016 8,407 (6) $ 329,975 — $ — (1) Restricted stock unit award on 11/22/2010 that vests at the rate of 25% per year, beginning 10/15/2011. See “Fiscal 2013 Long-Term Incentive Awards” for a full description of the awards.(2)Restricted stock unit award on 10/14/2011 that vests at the rate of 25% per year, beginning 10/15/2012. See “Fiscal 2013 Long-Term Incentive Awards” for a full description of the awards.(3)Restricted stock unit award on 10/15/2012 that vests at the rate of 25% per year, beginning 10/14/2013. See “Fiscal 2013 Long-Term Incentive Awards” for a full description of the awards.(4)15/14/2014. See “Fiscal 2013 Long-Term Incentive Awards” for a full description of the awards.(2) (3) (4) (5) (6) (7) (8) Market value of Team common stockCommon Stock calculated based on the 5/31/201412/30/2016 close price of $41.92.$39.25.Fiscal 2014fiscal 2014,2016, including the number of shares acquired on exercise and the value realized and (2) the number of shares acquired upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax. Option Awards Stock Awards Number of Shares
Acquired on
Exercise
(#) Value
Realized on
Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting
($) 24,000 $ 769,280 24,549 $ 895,789 5,000 $ 144,350 7,959 $ 290,479 44,000 $ 568,723 7,959 $ 290,479 24,000 $ 411,216 7,217 $ 263,360 — $ — 477 $ 17,454 Option Awards Stock Awards Name Philip J. Hawk 150,000 $ 1,185,808 22,682 $ 680,980 Ted W. Owen 24,000 $ 153,120 7,984 $ 246,466 Greg L. Boane — $ — 2,395 $ 73,934 Arthur F. Victorson — $ — 6,700 $ 206,829 Jeffrey L. Ott — $ — 4,238 $ 130,827 MayDecember 31, 2014,2016, with respect to our equity compensation plans previously approved by our shareholders and equity compensation plans not previously approved by our shareholders. Equity Compensation Plans Number of securities to be
issued upon exercise of
outstanding options and
vesting of outstanding
stock awards(a) (1) Weighted average
exercise price of
outstanding
options and
vesting of
outstanding stock
awards(b) Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a) 1,173,482 $ 13.62 664,403 (2) N/A N/A N/A 1,173,482 $ 13.62 664,403 (2) Equity Compensation Plans Plan Category Equity compensation plans approved by shareholders 916,203 (2) $ 6.77 (3) 1,799,008 (4) Equity compensation plans not approved by shareholders N/A N/A N/A Total 916,203 $ 6.77 1,799,008 (1) Includes 175,932 of performance-based stock units outstanding at December 31, 2016 at the maximum performance level. The actual number of shares to be issued, if any, is dependent upon the level of performance achieved. Through August 15, 2014, 95,350March 24, 2017, 16,103 options that were outstanding on MayDecember 31, 2014,2016 have been exercised. NoThere were 21,355 stock awards outstanding at MayDecember 31, 2014,2016 that vested through AugustMarch 24, 2017. On March 15, 2014.2017, we granted performance-based stock units that may result in the issuance of up to 277,974 shares, depending on the level of performance achieved.(2) Securities remainingIncludes (i) 80,542 outstanding stock options and (ii) 16,492 outstanding stock awards assumed in the Merger with Furmanite. For additional information, see Note 11 to the Company’s audited financial statements included in our 2016 Annual Report on Form 10-K.(3) The weighted-average exercise price shown above includes RSUs, which have no exercise price. Excluding the impact of RSUs, the outstanding stock options had a weighted-averaged exercise price of $30.63 per share. (4) Represents amounts available for future issuance include 581,196 shares available for employeesto grant as of December 31, 2016 under the StockTeam’s 2016 Equity Incentive Plan, and 83,207approved by shareholders in May 2016, which replaced our previous equity compensation plans. On March 15, 2017, we granted performance-based stock units that may result in the issuance of up to 277,974 shares, available for non-management directors underdepending on theNon-Employee Director Plan. level of performance achieved.exception requirements; and $15,500 for Presidents and Executive Vice Presidents) to compensate the executives for health and welfare benefits; andwe havethe Company has the right to suspend all subsequent severance payments and to seek restitution for payments already made. and 30 months for Presidents and Executive Vice Presidents, payable on the 91st day following termination;and two and one-half times annual bonus opportunity for Presidents and Executive Vice Presidents), payable on the 91st day following termination;•a single lump sum payment ($66,000 for the CEO and $55,000 for Presidents and Executive Vice Presidents) to compensate the executives for health and welfare benefits paid on 91st day following termination; and to address material growth and/or expansion of the business.and executive termination of the Named Executive Officer occurred on MayDecember 31, 2014.2016. Salary Incentive
Bonus (1) Outstanding
Unvested
Equity
Awards (2) Healthcare/
Life
Insurance/
Long-Term
Disability Total $ 867,000 $ — $ — $ 19,000 $ 886,000 $ 1,734,000 $ 899,500 $ 2,078,142 $ 66,000 $ 4,777,642 Salary Incentive
Bonus (1) Outstanding
Unvested
Equity
Awards (2) Healthcare/
Life
Insurance/
Long-Term
Disability Total $ 442,500 $ — $ — $ 15,500 $ 458,000 $ 885,000 $ 419,000 $ 750,116 $ 55,000 $ 2,109,116 Salary Incentive
Bonus (1) Outstanding
Unvested
Equity
Awards (2) Healthcare/
Life
Insurance/
Long-Term
Disability Total $ 423,750 $ — $ — $ 15,500 $ 439,750 $ 847,500 $ 419,000 $ 750,116 $ 55,000 $ 2,071,616 Salary Incentive
Bonus (1) Outstanding
Unvested
Equity
Awards (2) Healthcare/
Life
Insurance/
Long-Term
Disability Total $ 431,250 $ — $ — $ 15,500 $ 446,750 $ 862,500 $ 377,125 $ 684,805 $ 55,000 $ 1,979,430 Salary Incentive
Bonus (1) Outstanding
Unvested
Equity
Awards (2) Healthcare/
Life
Insurance/
Long-Term
Disability Total $ 375,000 $ — $ — $ 15,500 $ 390,500 $ 750,000 $ 375,000 $ 262,628 $ 55,000 $ 1,442,628 Salary Total Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason $ — $ — $ — $ — $ — Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason $ — $ — $ 214,894 $ — $ 214,894 Salary Total Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason $ 862,500 $ — $ — $ 19,000 $ 881,500 Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason $ 1,725,000 $ 545,500 $ 1,726,766 $ 66,000 $ 4,063,266 Salary Total Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason $ 437,500 $ — $ — $ 15,500 $ 453,000 Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason $ 875,000 $ 162,499 $ 666,466 $ 55,000 $ 1,758,965 Salary Total Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason $ 562,500 $ — $ — $ 15,500 $ 578,000 Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason $ 1,125,000 $ 376,458 $ 1,051,705 $ 55,000 $ 2,608,163 Salary Total Involuntary Termination by Company Without Cause/Voluntary Termination by Employee for Good Reason $ 562,500 $ — $ — $ 15,500 $ 578,000 Change of Control and Involuntary Termination by Company Without Cause or Voluntary Termination by Employee for Good Reason $ 1,125,000 $ 351,458 $ 922,062 $ 55,000 $ 2,453,520 (1) The incentive bonuses paid to the senior executives for their fiscal 20142015 Transition Period performance are not considered in this calculation becauseon an annualized basis to determine the bonuses are paid subsequent to May 31, 2014.three year average bonus.(2) All options and restricted stock units vest upon a change in control. This amount represents the net realizable value of the unvested restricted stock units at May 30, 2014.December 31, 2016. This amount is calculated assuming the restricted stock units vest at the May 31, 2014December 30, 2016 close price of $41.92.$39.25.(3) As a non-employee director and Chairman, Mr. Hawk does not participate in the Executive Severance Plan, nor did he participate in the Executive Severance Plan in his prior role as Executive Chairman. August 15, 2014March 24, 2017 of (a) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (b) each director or nominee for director, (c) the Named Executive Officers and (d) all senior executive officers and directors as a group. The information shown assumes the exercise by each person (or all directors and officers as a group) of the stock options owned by such person that are exercisable aswithin 60 days of August 15, 2014.March 24, 2017. Unless otherwise indicated, the address of each person named below is the address of the Company at 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478. Number of Shares
Beneficially Owned (1) Percentage of
Outstanding
Common
Stock 759,701 (2) 3.7 % 111,815 (2) * 37,777 (2) * 28,620 (2) * 64,635 (2) * 39,799 (2) * 215,487 (2) 1.1 % 57,679 (2) * 165,685 (2) * 74,274 (2) * 143,809 (2) * 1,699,281 (3) 8.3 % 1,474,981 (4) 7.3 % 1,166,477 (6) 5.7 % 1,067,518 (7) 5.2 % 1,137,995 (8) 5.6 % 1,185,202 (5) 5.7 % Name and Address of Beneficial Owner Philip J. Hawk 188,990 (2) * Ted W. Owen 62,828 (2) * Greg L. Boane 5,303 (2) * Arthur F. Victorson 20,049 (2) * Jeffrey L. Ott 304,577 (2) 1.0 % André C. Bouchard 26,871 (2) * Declan G. Rushe 964 (2) * Louis A. Waters 152,754 (2) * Vincent D. Foster 46,446 (2) * Emmett J. Lescroart 50,541 (2) * Michael A. Lucas 4,434 (2) * Sylvia J. Kerrigan 2,653 (2) * Jeffery G. Davis 9,743 (2) * Gary G. Yesavage — (2) * All directors, nominees and executive officers as a group (13 persons) 876,153 (3) 2.9 % Ariel Investments, LLC 1,748,481 (4) 5.9 % Blackrock, Inc. 3,393,720 (5) 11.4 % Edgepoint Investment Group, Inc. 2,190,243 (6) 7.3 % FMR, LLC 2,054,783 (7) 6.9 % Vanguard Group, Inc. 2,390,960 (8) 8.0 % *Less than 1% of outstanding Common Stock.(1) The information as to beneficial ownership of Common Stock has been furnished, respectively, by the persons and entities listed, except as indicated below. Each individual or entity has sole power to vote and dispose of all shares listed opposite his, her or its name except as indicated below. (2) Includes shares that may be acquired within 60 days of August 15, 2014March 24, 2017 through the exercise of options to purchase shares of our Common Stock and shares held in an employee benefit plan as follows, respectively: Mr. Hawk—340,000Hawk-30,000 and 0; Mr. Owen—73,000 and 2,622; Mr. Wallace—0 and 10,441; Mr. Victorson—0 and 4,836; Mr. Ott—0Owen-0 and 0; Mr. Bouchard—15,000Boane-0 and 937;1,485; Mr. Waters—30,000Victorson-0 and 4,733; Mr. Ott-0 and 0; Mr. Foster—30,000Bouchard-0 and 1,383; Mr. Rushe-0 and 0; Mr. Johnson—30,000Waters-0 and 0; Mr. Foster-0 and 0; Mr. Lescroart-0 and 0; Mr. Lucas-0 and 0; Ms. Kerrigan-0 and 0; Mr. Davis-0 and 0; and Mr. Lescroart—30,000 and 0; and Mr. Williams-30,000Yesavage-0 and 0.(3) Includes 18,8367,601 shares held in an employee benefit plan and 583,00030,000 shares which may be acquired within 60 days of August 15, 2014March 24, 2017 through the exercise of options to purchase shares of our Common Stock.(4) As reported on Amendment No. 46 to Schedule 13G filed with the SEC on February 14, 2017 by Ariel Investments, LLC (“Ariel”), 200 E. Randolph Street, Suite 2900, Chicago, IL 60601. According such Schedule 13G, Ariel has sole voting power with respect to 1,502,936 shares and sole dispositive power with respect to 1,748,481 shares.(5) As reported on Amendment No. 8 to Schedule 13G filed with the SEC on January 28, 201417, 2017 by Blackrock Inc. (“Blackrock”), 55 East 52nd Street, New York, NY 10055. According to such Schedule 13G, Blackrock has sole voting power with respect to 3,330,522 shares and sole dispositive power with respect to 3,393,720 shares.(6) As reported on Amendment No. 8 to Schedule 13G filed with the SEC on February 14, 2017 by Edgepoint Investment Group, Inc., the successor corporation to EdgePoint Investment Management Inc. (“Edgepoint”), 1000 Yonge150 Bloor Street West, Suite 200,500, Toronto, Ontario M4W 2K2,M5S 2X9, Canada. According to such Schedule 13G, Edgepoint has soleshared voting and shared dispositive power with respect to 1,474,9812,190,243 shares.(5)(7) As reported on Amendment No. 41 to Schedule 13G filed with the SEC on January 30, 2014February 14, 2017 by Blackrock, Inc.FMR LLC (“Blackrock”FMR”), 40 East 52nd245 Summer Street, New York, New York 10022.Boston, MA 02210. According to such Schedule 13G, BlackrockFMR has sole voting and dispositive power with respect to 1,185,202604,934 shares and sole dispositive power of 2,054,783 shares.(6)As reported on Schedule 13G filed on February 12, 2014 by Neuberger Berman Group LLC (“Neuberger”), 605 Third Avenue, New York, New York 10158. According to such Schedule 13G, Neuberger has sole voting and dispositive power with respect to 1,164,277 shares.(7)(8)As reported on Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 201410, 2017 by Ariel Investments, LLC. (“Ariel”), 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601. According to such Schedule 13G, Ariel has sole voting and dispositive power with respect to 1,067,518 shares.(8)As reported Schedule 13G filed on February 14, 2014 byThe Vanguard Group Inc. (“Vanguard”), 100 Vanguard Blvd. Malvaern,, Malvern, PA 19355. According to such Schedule 13G, Vanguard has sole voting andpower with respect to 55,974 shares, shared voting power with respect to 3,803 shares, sole dispositive power with respect to 1,137,9952,332,660 shares and shared dispositive power with respect to 58,300 shares.uponsolely on a review of the copies of such reports furnished to us and written representations furnished to us,that no other reports were required during 2016, we believe that, during fiscal 2014,2016, all other filings with the SEC by our senior executive officers and directors subject to the reporting requirements and each beneficial owner of more than ten percent (10%) of our Common Stock complied with requirements for reporting ownership and changes in ownership of Team’s Common Stock in accordance with Section 16(a) of the Exchange Act.fourthree members of our Board identified below. Each Audit Committee member is independent, as defined by the applicable listing requirements of the NYSE. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board.fiscal year ended MayDecember 31, 20142016 with senior management and has discussed with KPMG LLP (“KPMG”), the independent auditors for Team, the matters required to be discussed with the committee under auditing standards generally accepted inof the United States,Public Company Accounting Oversight Board (United States), including Auditing Standard No. 16,1301, “Communications with Audit Committees.”www.teamindustrialservices.comwww.teaminc.com on the “Investors” page under “Governance.”management’s assessment of the effectiveness of the Team’s internal control over financial reporting. In reliance on the opinions and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended MayDecember 31, 20142016 filed with the Securities and Exchange Commission.Jack M. Johnson, Jr.Louisin each of the past two fiscal years: FY 2014 FY 2013 $ 1,162,550 $ 979,300 — 53,050 — 5,000 — — $ 1,162,550 $ 1,037,350 Audit-Related Fees consist of fees associated with the audit of our 401(k) Plan.Tax Fees consist of fees associated with the preparation of our Federal and state income tax returns for the subject years.All Other Fees consist of fees associated with services provided to our foreign operations. 2016 2015 Transition Period FY 2015 Audit Fees $ 2,365,000 $ 1,525,000 $ 1,104,800 Audit-Related Fees — — — Tax Fees 125,000 — — All Other Fees — — — Total $ 2,490,000 $ 1,525,000 $ 1,104,800 Chief Financial OfficerChairman of the Audit Committee to engage KPMG on non-audit matters not exceeding $10,000;$100,000; provided that KPMG is more efficient or uniquely qualified to perform the work for which it is engaged and that such engagement is reported to the full Audit Committee in a timely manner. All of the fees and services described above under“Audit Fees,” “Audit-Related Fees,” and “Tax“Tax Fees” were approved by the Audit Committee and the Audit Committee concluded that the provision of such services by KPMG did not impact KPMG’s independence in the conduct of their auditing functions.fiscal year ended MayDecember 31, 2014,2016, including the consolidated financial statements, and the financial statement schedules, as filed with the SEC, to any person whose proxy is being solicited, upon written request to Team, Inc., Attention: André C. Bouchard, Corporate Secretary, 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478.Attention.:Attention: André C. Bouchard, Corporate Secretary, 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478 or (281) 331-6154. For future annual meetings, you may request separate voting materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by calling or writing to us at the phone number and address given above.Provisions—Provisions—Our Bylaws require that a shareholder’s proposal, to be considered timely noticed, must be received by the Corporate Secretary at the principal executive offices of the Company not less than 90 days nor more than 120 days before the one-year anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting. As a result, proposals submitted for our 20152018 Annual Meeting in accordance with the provisions of our Bylaws must be received no earlier than April 25, 2015,December 13, 2017, and no later than the close of business on May 25, 2015,January 12, 2018, and must otherwise comply with the requirements of our Bylaws.stockholdersshareholders in support of such proposal or nomination; and (5) a disclosure of all ownership interests, including derivatives, hedged positions and other economic and voting interests.Statement—Statement—A shareholder who wishes to present a proposal for inclusion in next year’s proxy statement pursuant to Rule 14a-8 under the Exchange Act must deliver the proposal to our principal executive offices no later than the close of business on April 25, 2015December 13, 2017. Submissions should comply with the requirements of Rule 14a-8. Submissions of shareholder proposals received after that date will be considered untimely for inclusion in the Proxy Statement and form of proxy for our 20152018 Annual Meeting. Shareholder proposals submitted other than in accordance with Rule 14a-8 are considered untimely, and management proxies will be allowed to use their discretionary voting authority when the proposal is raised at the 20152018 Annual Meeting, without any discussion in the Proxy Statement.Attention.:Attention: André C. Bouchard, Corporate Secretary, 13131 Dairy Ashford, Suite 600, Sugar Land, Texas 77478.August 22, 2014.April 12, 2017. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this Proxy Statement). 2014 Annual Report to shareholders including our Annual Report on Form 10-K for the year ended May 31, 2014, is being mailed together with this Proxy Statement and is available on our website atwww.teamindustrialservices.com/proxy2014,www.teaminc.com/proxy2017, under the “Investors” page in accordance with the SEC’s “notice and access” regulations. The Annual Report does not constitute any part of the proxy solicitation material. 2014 Annual Meeting other than the matters referred to in the accompanying notice and at this date has not been informed of any matters that may be presented at the 2014 Annual Meeting by others. If, however, any other matters properly come before the 2014 Annual Meeting, it is intended that the persons named in the accompanying proxy will vote, pursuant to the proxy, in accordance with their best judgment on such matters.SeniorGeneral CounselChief Legal Officer & SecretaryAugust 22, 2014
REVOCABLE PROXYTEAM, INC. 
x Annual Meeting Proxy Card A THIS PROXY IS SOLICITED BY THEBOARD OF DIRECTORS FOR THE ANNUAL MEETING OFSHAREHOLDERS – SEPTEMBER 25, 2014 The undersigned hereby appoints ANDRE C. BOUCHARD and JAY E. KILBORN with full power of substitution and ratification, attorney and proxy of1. to elect three Class I Directors to hold office until the undersigned to vote all shares of Team, Inc. which the undersigned is entitled to vote at the2020 annual meeting of shareholders or until their successors are duly elected and qualified.For Withhold For Withhold For Withhold 01 - Louis A. Waters o o 02 - Jeffery G. Davis o o 03 - Gary G. Yesavage o o For Against Abstain For Against Abstain be held at Team’s offices at 13131 Dairy Ashford, Sugar Land, Texas 77478, at 3:00 p.m. (local time)ratify the appointment of KPMG LLP, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017.o o o 3. to approve, by non-binding vote, the compensation of the Company’s named executive officers. o o o 1 Year 2 Years 3 Years Abstain For Against Abstain 4. to recommend, by non-binding vote, the frequency of holding shareholder advisory votes on Thursday, September 25, 2014, and at any adjournment(s) or postponement(s) thereof.the compensation of the Company’s named executive officers.o o o o 5. to approve the Team, Inc. Executive Incentive Compensation Plan. o o o B Non-Voting Items Mark here if you no longer wish to receive paper annual meeting materials and instead view them online. ¨ herethe box to the right if you plan to attend the meeting.Annual Meeting.¨Mark here for address change.¨IMPORTANT ANNUAL MEETING INFORMATIONIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SEPTEMBER 25, 2014 ANNUAL MEETING OF SHAREHOLDERS. THE COMPANY’S PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT:www.teamindustrialservices.com/proxy2014, under the “Investors” page Comments: o o FOLD HERE – PLEASE DO NOT DETACH – PLEASE ACT PROMPTLYPLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE 
PLEASE MARK VOTESAS IN THIS EXAMPLE THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING PROPOSALS: For Against Abstain ¨ ¨ ¨ For Against Abstain For Against Abstain ¨ ¨ ¨ (03) Ted W. Owen ¨ ¨ ¨ C PleaseAuthorized Signatures — This section must be surecompleted for your vote to datebe counted. — Date and sign this proxy card in the box below. DateSign Below Sign above Co-holder (if any) sign above 
Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. / / 5138 
REVOCABLE PROXY — TEAM, INC.