UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2022, the Board of Directors (the “Board”) of Team, Inc. (the “Company”) appointed Michael J. Caliel to the Board effective February 16, 2022, pursuant to the terms of that certain common stock subscription agreement, dated February 11, 2022, by and among the Company, Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP. Mr. Caliel will serve as a Class II director and will stand for re-election at the 2022 annual meeting of shareholders. Pursuant to the Board’s standard compensation policy for non-employee directors, Mr. Caliel will receive a $165,000 annual cash retainer payable in equal monthly installments. Additionally, the Board appointed Mr. Caliel as a member of the Compensation Committee and as a non-voting member of the Special Subcommittee, and Mr. Caliel will receive additional annual cash retainers for his services on such committees of $5,000 and $48,000, respectively, each payable in equal monthly installments.
From 2015 through 2018, Mr. Caliel, 62, served as President, Chief Executive Officer and Director of Layne Christensen Company (NASDAQ: LAYN). From 2011 through 2014, he served as President and Chief Executive Officer of Invensys Operations Management, a division of Invensys PLC. From 2006 to 2011, Mr. Caliel served as President, Chief Executive Officer and Director for Integrated Electrical Services, Inc. (NASDAQ: IESC). Additionally, Mr. Caliel has served on the board of Orion Group Holdings (NYSE: ORN) since 2019. No family relationships exist between Mr. Caliel and any of the Company’s other directors or executive officers. There are no arrangements between Mr. Caliel and any other person pursuant to which Mr. Caliel was nominated as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Caliel has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
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/ André C. Bouchard | |
| André C. Bouchard | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
Dated: February 22, 2022