Team (TISI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with five key proposals up for shareholder vote, including director elections, executive compensation, auditor ratification, a significant warrant issuance, and an equity plan amendment.

• Shareholders of record as of April 23, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal One: Election of three Class I directors for three-year terms.

• Proposal Two: Advisory vote on executive compensation (say-on-pay).

• Proposal Three: Ratification of KPMG LLP as independent auditor for 2026.

• Proposal Four: Approval of Stellex Warrant Shares Issuance, enabling issuance of shares underlying warrants issued to Stellex.

• Proposal Five: Approval of Amendment No. 1 to the 2018 Equity Incentive Plan, increasing shares available for equity awards.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of eight directors divided into three classes, with a majority being independent under NYSE standards.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, and Executive Committees, all chaired by independent directors.

• The Board has adopted robust governance policies, including a Code of Business Conduct, Clawback Policy, and ESG Policy.

• Leadership structure separates the roles of CEO, Chairman, and Lead Independent Director.

• Board diversity and succession planning are emphasized, with active engagement in director evaluations and shareholder communications.