Business Context and Reporting Period
This Form 8-K Current Report, filed by TEAM, Inc. (TISI) on January 22, 2026, discloses a significant leadership transition. The report details the departure of the current Chief Executive Officer and the appointment of a successor, effective in late January and early February 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- CEO Departure: Keith Tucker will depart as Chief Executive Officer effective January 31, 2026. The departure is not due to any disagreement regarding operations, policies, or practices.
- CEO Appointment: Gary Hill has been appointed as Chief Executive Officer, effective February 1, 2026. Mr. Hill brings over 30 years of experience in the industrial services sector, most recently serving as COO of Shermco Industries.
- Compensation Structure: A new employment agreement has been executed for Mr. Hill, establishing a base salary of $750,000 and significant equity incentives.
Guidance, Outlook, and Management Commentary
The filing does not provide financial guidance, outlook, or general management commentary on business strategy. However, it outlines specific compensation and severance terms for the new CEO:
- Base Salary: $750,000 annually.
- Annual Cash Bonus: Target of 100% of base salary, with a maximum opportunity of 200%.
- Equity Grants:
- Restricted Stock Units (RSUs) valued at $562,500 (calculated at a minimum share price of $14.00), vesting ratably over 3 years.
- Performance Stock Units (PSUs) valued at $1,312,500, with a performance period commencing January 1, 2026.
- Relocation: Up to $100,000 for relocation costs and up to $3,000 per month for temporary housing for 18 months.
- Severance Policy: The company intends to amend its policy to provide Mr. Hill with 18 months of base salary if terminated without cause, and 2 years of base salary plus 2 years of bonus if terminated within 12 months following a change in control.
Investor Verification Checklist
- Verify the final terms of the severance and consulting agreement for departing CEO Keith Tucker, which are expected to be disclosed in a subsequent Form 8-K.
- Confirm the final share count for Mr. Hill's RSUs and PSUs once the 30-day average closing stock price is calculated.
- Review the press release (Exhibit 99.1) for additional context on the leadership transition strategy.
- Monitor future filings for the formal amendment to the company's severance policy to reflect the new terms for Mr. Hill.