| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of K. Niclas Ytterdahl and Michael Stewart to the Board
On October 24, 2025, the Board of Directors (the “Board”) of Team, Inc. (the “Company”), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, appointed K. Niclas Ytterdahl to the Board as a Class I director and appointed Michael Stewart to the Board as a Class III director, each effective as of October 24, 2025. Mr. Ytterdahl’s appointment is for a term expiring at the Company’s 2026 annual meeting of shareholders or until his successor shall have been duly elected and qualified or until he shall resign, become disqualified or disabled, or shall otherwise be removed. Mr. Stewart’s appointment is for a term expiring at the Company’s 2028 annual meeting of shareholders or until his successor shall have been duly elected and qualified or until he shall resign, become disqualified or disabled, or shall otherwise be removed. In connection with the appointments of Messrs. Ytterdahl and Stewart, the size of the Board was increased from seven to nine directors. Pursuant to the Board’s standard compensation policy for non-employee directors, Mr. Ytterdahl will receive a $172,500 annual cash retainer payable in equal quarterly installments. Pursuant to the Shareholders Agreement (as defined below), Mr. Stewart will not receive any compensation. The Board has appointed Mr. Ytterdahl to serve on the Audit Committee and the Corporate Governance and Nominating Committee and appointed Mr. Stewart to serve on the Compensation Committee.
In connection with the appointment of Messrs. Ytterdahl and Stewart to the Board, the Company entered into an Indemnification Agreement (the “Indemnification Agreements”) with each of Messrs. Ytterdahl and Stewart pursuant to which the Company agreed to indemnify Messrs. Ytterdahl and Stewart against liability arising out of the performance of their duties to the Company. The Indemnification Agreements also require the advancement of expenses in connection with proceedings and include customary procedures with respect to indemnification and advancements of expenses, in each case on the terms and conditions set forth therein. The foregoing description is qualified in its entirety by reference to the full text of such Indemnification Agreements, the form of which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 9, 2018 and incorporated in this Item 5.02 by reference.
Mr. Ytterdahl, age 60, was Executive Chairman and COO of Industrial Service Solutions, a leading provider of industrial services for critical process equipment, from 2020 to 2023. From 2014 to 2019, Mr. Ytterdahl served as CEO and President of Dover Vehicle Service Group, a segment of Dover Corporation (NYSE: DOV) that manufactures vehicle service equipment. He was also Senior Vice President of Dover Corporation from 2012 to 2014. Previously, he was Chief Procurement Officer at AES Corporation (NYSE: AES) from 2006 to 2011 and held senior roles at Fisher Scientific, now part of Thermo Fisher Scientific (NYSE: TMO), from 2000 to 2006. Mr. Ytterdahl started his career at management consulting firms A.T. Kearney and Accenture. Mr. Ytterdahl currently serves on the boards of Euro Motorparts Group, Mid-State Industrial Corporation, and DERIVE Systems. He has previously served as a director on the board of Mueller Water Products (NYSE: MWA), Industrial Service Solutions and Advanced Converting Works, now Flex Pack. Mr. Ytterdahl holds a Master of Science in Engineering Physics degree from Chalmers University of Technology and a Master of Science in Management degree from the MIT Sloan School of Management.
Mr. Stewart, age 57, is a founder and Managing Partner of Stellex Capital Management (“Stellex”). Prior to establishing Stellex in 2014, Mr. Stewart was a Partner at The Carlyle Group and a Managing Director and Co-Head of Carlyle Strategic Partners. Earlier in his career, Mr. Stewart was one of the original principals of Sunrise Capital Partners, L.P. and he worked in the Financial Restructuring Group at Houlihan Lokey. Mr. Stewart currently serves on the boards of AFG Holdings, Inc., A. Stucki Company, Custom Glass Parent LLC, Fenix Parent LLC, Grammer Investment Holdings LLC, James Skinner Holdings LLC and W&B Service Company. He has previously served as a director on the board of Airwalk International LLC, Continental Global Material Handling LLC, Country Fresh, Custom Made Meals, Day Runner Inc., Diversified Machine, Inc., Dominion Hospitality Topco Limited, Famous Brands International (Mrs. Fields), Go To Logistics, Hodess Cleanrooms, Klenk Holz AG, Metaldyne LLC, NEXIQ Technologies, Inc., Permian Tank & Manufacturing, Inc., Riverside Millwork Company, Stellex Aerostructures, Inc., Sterling LLC, TriplePoint Holdco LLC and Weber Logistics. Mr. Stewart holds a Bachelor of Science in finance and entrepreneurial studies from the University of Southern California.
