8-K
TEAM INC false 0000318833 0000318833 2026-01-22 2026-01-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2026

 

 

TEAM, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-08604   74-1765729

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of principal executive offices, including zip code)

(281) 331-6154

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.30 par value   TISI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Separation

On January 26, 2026, Team, Inc. (the “Company”) announced that Keith Tucker will depart from his role as Chief Executive Officer of the Company, effective as of January 31, 2026. Mr. Tucker’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

In connection with Mr. Tucker’s departure from his role as Chief Executive Officer of the Company, the Company expects that it will enter into a severance and consulting agreement and release with Mr. Tucker. Upon the entry by the Company into such agreement or any other material compensatory or other arrangements with Mr. Tucker, the material terms of such agreement or arrangement will be disclosed on a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission.

Chief Executive Officer Appointment

Also on January 26, 2026, the Company announced that the Board of Directors (the “Board”) of the Company has appointed Gary Hill as the Chief Executive Officer of the Company, effective as of February 1, 2026.

Mr. Hill, age 60, brings over 30 years of experience in the industrial services sector, most recently serving as Chief Operating Officer of Shermco Industries, a leading provider of electrical maintenance, testing, engineering and repair services for critical electrical infrastructure, from January 2023 until January 2026. From October 2022 until January 2023, he served as President and Chief Operating Officer at AIS Holdings Company LLC, a joint venture between AZZ Inc. and Fernweh Group providing various industrial services and equipment to the power generation, transmission, oil and gas and industrial markets. Mr. Hill held various senior leadership roles at AZZ Inc. beginning in 2013, including serving as Chief Operating Officer from October 2020 until October 2022, where he helped drive significant revenue and margin growth. Earlier in his career, Mr. Hill held numerous operational, commercial and marketing management positions at Aquilex LLC, Crane Company and Westinghouse, after beginning his career as an engineer at MOVATS.

There are no arrangements or understandings between Mr. Hill and any other person pursuant to which Mr. Hill was appointed as Chief Executive Officer of the Company, and there are no family relationships among any of the Company’s directors or executive officers and Mr. Hill. Mr. Hill does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Hill as Chief Executive Officer of the Company, Mr. Hill and the Company entered into a Letter Agreement re Offer of Employment, dated January 22, 2026 and effective as of February 1, 2026 (the “Hill Offer Letter”). The Hill Offer Letter does not provide for a fixed term of employment.

Pursuant to the Hill Offer Letter, Mr. Hill will receive an initial base salary of $750,000, payable bi-weekly and will be eligible to receive an annual cash bonus under the Company’s Annual Cash Incentive Plan at a target of 100% base salary (with a maximum opportunity of 200% of base salary) and annual equity grants subject to the discretion of the Compensation Committee of the Board. In addition, the Company will grant Mr. Hill the following equity awards as a sign-on grant and his annual equity grant for 2026: (i) restricted stock units, the number of which will be determined by dividing $562,500 by the average closing stock price for the 30-day period ending on the effective date of his employment (“Effective Date”), which will vest ratably over a 3-year period on the first, second and third anniversaries of the Effective Date, subject to Mr. Hill’s continued employment with the Company; provided that, the initial share calculation will include a per share price of no less than $14.00, and (ii) performance stock units valued at $1,312,500, with a performance period commencing January 1, 2026. The number of performance stock units that will be granted to Mr. Hill will be determined by dividing by the average closing stock price for the 30-


day period ending on the day prior to the date such units are granted, which will be no later than May 30, 2026. Under the Hill Offer Letter, the Company will also reimburse Mr. Hill (or pay him directly) for: (i) up to $100,000 for relocation costs; and (ii) up to $3,000 per month for temporary housing, for up to 18 months.

Mr. Hill will also be eligible to participate in the Company’s severance policy (which includes customary non-compete and release requirements), as in effect from time to time. The Hill Offer Letter provides that the Company intends to amend its current severance policy to provide Mr. Hill with the following severance benefits: (i) 18 months base salary if terminated without cause, and (ii) 2 years of base salary and 2 years of bonus (with bonus calculated at higher of most recent annual bonus or 2-year average) if terminated within 12 months following a change in control.

The foregoing description of the Hill Offer Letter is qualified in its entirety by the full text thereof, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein.

In connection with his appointment as Chief Executive Officer, the Company will also enter into its standard form of indemnity agreement, a copy of which is attached as Exhibit 10.2 and incorporated by reference herein, with Mr. Hill.

 

Item 7.01

Regulation FD Disclosure.

On January 26, 2026, the Company issued a press release in connection with the foregoing leadership transition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
number
  

Description

10.1    Letter Agreement re Offer of Employment, dated January 22, 2026, between Gary Hill and Team, Inc.
10.2    Form of Indemnification Agreement (Filed as an Exhibit 10.2 to Team, Inc.’s Current Report on Form 8-K filed on February 9, 2018 and incorporated by reference herein).
99.1    Team, Inc.’s Press Release issued January 26, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TEAM, Inc.
By:  

/s/ James C. Webster

  James C. Webster
  Executive Vice President, Chief Legal Officer and Secretary
Dated:   January 26, 2026

Exhibit 10.1

 

LOGO

13131 Dairy Ashford, Suite 600  

Sugar Land, Texas 77478

January 22, 2026

Mr. Gary Hill

 

Re:

Offer of Employment

Dear Gary:

On behalf of the Board of Directors of Team, Inc. (“Team” or the “Company”), I am pleased to extend you an offer to join as Chief Executive Officer of the Company. The purpose of this letter is to confirm the specific details of Team’s employment offer to you.

Start Date: Your start date is February 1, 2026, or a mutually agreeable date to be determined (the “Effective Date”).

Position: You will be appointed as Chief Executive Officer of the Company, effective as of the Effective Date, reporting to the Board of Directors.

Duties: You will have duties and responsibilities commensurate with the position of Chief Executive Officer of the Company. You will devote substantially all of your business time to performing your duties and responsibilities with the Company.

Location; Relocation Expenses: Your work location will be at our Sugar Land, Texas corporate headquarters office but recognizing that the Company permits some hybrid remote work schedules and that you may commute to the corporate headquarters location until your relocation to the Houston area contemplated in mid-2027. The Company will reimburse (or pay directly) the following relocation and temporary housing costs: (i) up to $100,000 for the costs of a professional mover (packing, moving, shipping and temporary storage of household goods), closing costs associated with the sale of your current home and purchase of a new home in the greater Houston area, travel/lodging costs associated with house hunting in the greater Houston area and ultimate relocation to the Houston area; and (ii) up to $3,000 per month for temporary housing in the greater Houston area for up to 18 months.

Salary: You will have a base salary (“Base Salary”) of $750,000 per annum, payable bi-weekly.

Annual Bonus: During each year of your employment with the Company, you will have an annual cash bonus opportunity under the Company’s Annual Cash Incentive Plan (the “Annual Bonus”) at a bonus target of 100% of your Base Salary. Your actual Annual Bonus payment each year will be anywhere from 0%-200% of your bonus target amount as determined based on the level of achievement of the performance goals established by the Compensation Committee of the Board (the “Compensation Committee”). Your Annual Bonus for 2026 will be calculated on the full year commencing January 1, 2026 without any proration.


Annual Equity Grant: You will be eligible to receive annual equity grants subject to the Comp Committee determining to make such awards to the senior management team of the Company and with the structure and value of your annual equity incentive opportunity to be determined by the Comp Committee in its sole discretion.

Sign-on and 2026 Equity Grant: The Company will grant the below awards to you as a sign-on equity grant and for the 2026 annual equity grant.

RSUs. Within 15 days of the Effective Date, restricted stock units (“RSUs”) with the number of units determined by dividing $562,500 by the average closing stock price for the 30-day period ending on the Effective Date and with the RSUs vesting ratably over a 3-year period on the 1st, 2nd and 3rd anniversaries of the Effective Date, subject to the Executive’s continued full-time employment with the Company at the time of vesting, However , for the initial share calculation the price per share will not be less than $14.00.

PSUs. The Comp Committee is evaluating the structure of performance stock units (“PSUs”) and overall equity incentive opportunities for its senior management team, including for your position. Following the determination of the structure and performance targets for the PSUs to be granted to senior management in 2026 by the Comp Committee in its sole discretion, the Company will grant $1,312,500 PSUs to you no later than May 30, 2026 with a performance period commencing January 1, 2026. The number of PSUs to be granted to you will be determined by dividing by the average closing stock price for the 30-day period ending on the day prior to the date such PSUs are granted.

Participation in the Continuation Policy: Your position is hereby designated for participation in the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy (as amended, February 9, 2022) (the “Continuation Policy”) but with the understanding that the Company intends to amend the Continuation Policy to provide you with (i) 18 months salary if terminated without cause, and (ii) 2 years of salary and 2 years of bonus (with bonus calculated at higher of most recent annual bonus or 2-year average) if terminated within 12 months following a Change in Control (as defined therein). Further, the supplemental compensation payment related to the annual bonus under the Continuation Policy will be calculated based on your target bonus amount in the event that an annual bonus has not been paid to you yet.

Paid Time Off: You will be eligible for paid time off in accordance with the Company’s Flexible Time Off Program, as in effect from time to time.

 

2


Indemnification: The Company will enter into an indemnification agreement with you, pursuant to which you will be entitled to indemnification to the same extent as other senior executives of the Company.

Employee Benefits: During your employment with the Company, you will be eligible for employee benefits on the terms generally provided by the Company to its senior executives from time to time.

Miscellaneous: As with all of our employees, you will be subject to our applicable employment and other policies as outlined in our employment handbook and elsewhere. Your employment will be at-will, meaning that you or Team may terminate the employment relationship at any time, with or without cause, and with or without notice.

This offer is contingent upon satisfactory completion of our standard pre-hire requirements, such as satisfactory completion of a pre-employment Drug & Alcohol Test and Background Check and our online enrollment process. These items should be completed prior to your start date. Additionally, you will be required to sign our Proprietary Information, Inventions, and Non-Solicitation Agreement with Non-Compete, known as the PIINS agreement in connection with your equity grant.

We look forward to you joining and contributing to the success of Team.

Sincerely,

/s/ Ted Stenger

Ted Stenger

Board Member, Chair of the Audit Committee and Member of the Compensation

Committee

AGREED AND ACKNOWLEDGED:

 

Signature:  

/s/ Gary Hill

Printed Name:  

Gary Hill

Date Signed:  

January 22, 2026

 

3

Exhibit 99.1

 

LOGO

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

TEAM, INC. ANNOUNCES PLANNED LEADERSHIP TRANSITION AND

NAMES GARY HILL AS CHIEF EXECUTIVE OFFICER

SUGAR LAND, TX – January 26, 2026 – Team, Inc. (NYSE: TISI) (“TEAM” or the “Company”), a leading provider of specialty industrial services offering a full suite of mechanical, heat-treating, and inspection services around the world, today announced that Keith Tucker will retire from Team after over 20 years of service. In conjunction with this planned leadership transition, TEAM’s Board of Directors has appointed Gary Hill as the Company’s Chief Executive Officer effective February 1, 2026 to lead the Company in its continued focus on driving accelerated growth and margin improvements. The Company also reaffirms its previously issued 2025 outlook.

“On behalf of the Board of Directors, I want to express our deep gratitude to Keith for his leadership and 20 years of invaluable service to TEAM,” commented Michael J. Caliel, Chairman of the TEAM Board of Directors. “Keith successfully guided TEAM through a critical period which included post-COVID challenges, and drove meaningful improvements in operations, safety and financial performance, while better positioning TEAM for long-term success. With the Company now on stable footing and the recent Stellex strategic investment positioning it for the next phase of growth, this is an appropriate time for a leadership transition. As part of our succession planning, the Board is confident that Gary will continue to build on Keith’s successes and our current strategic vision for TEAM. With more than 30 years of hands-on experience in industrial services and related industries and an impressive track record of leading, growing and improving operations, Gary is a proven leader with the commercial and operational skills necessary to lead TEAM. The Board looks forward to working with Gary as he assumes the role and drives continued success for our employees, customers, and shareholders.”

“I am excited to join TEAM as CEO and lead the Company at this pivotal stage of its evolution,” Mr. Hill said. “TEAM boasts a proud history and a workforce renowned industry-wide for delivering safe and technically superior customer service. I look forward to working closely with the Board, the management team and TEAM’s talented employees to strategically grow the business and achieve industry leading margins that will in turn unlock substantial value for our shareholders.”


Mr. Hill brings over 30 years of experience in the industrial services sector, most recently serving as Chief Operating Officer of Shermco Industries, a leading provider of electrical maintenance, testing, engineering and repair services for critical electrical infrastructure. Prior to that role, he served as President and Chief Operating Officer at AIS Holdings Company LLC, a joint venture between AZZ Inc. and Fernweh Group providing various industrial services and equipment to the power generation, transmission, oil and gas and industrial markets. He also held various senior leadership roles at AZZ Inc., including Chief Operating Officer, where he helped drive significant revenue and margin growth. Earlier in his career, Mr. Hill held numerous operational, commercial and marketing management positions at Aquilex LLC, Crane Company and Westinghouse, after beginning his career as an engineer at MOVATS.

About Team, Inc.

Headquartered in Sugar Land, Texas, Team, Inc. (NYSE: TISI) is a global, leading provider of specialty industrial services offering customers access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance, and repair services that result in greater safety, reliability, and operational efficiency for our customers’ most critical assets. Through locations in more than 13 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.

Forward Looking Statements

Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. They include but are not limited to statements regarding the Company’s financial and growth prospects and strategy, including the implementation of cost-saving measures. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the Company’s ability to generate sufficient cash from operations, access its credit facilities, or maintain its compliance with covenants under its credit agreements, the duration and magnitude of accidents, extreme weather, natural disasters, and pandemics and related global economic effects and inflationary pressures; the Company’s liquidity and ability to obtain additional financing; the Company’s ability to execute on its cost management actions; the impact of new or changes to existing governmental laws and regulations and their application, including tariffs; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Company’s ability to successfully divest assets on terms that are favorable to the Company; the Company’s ability to repay, refinance or restructure its debt and the debt of certain of its subsidiaries; anticipated or expected purchases or sales of assets; the Company’s continued listing on the New York Stock Exchange and such known factors as are detailed in the Company’s Annual Report on Form 10-K, Quarterly


Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statements regarding the Company’s financial prospects and the implementation of cost-saving measures, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.

Contact:

Nelson M. Haight

Executive Vice President, Chief Financial Officer

(281) 388-5521

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