Gary Hill named Team, Inc. (NYSE: TISI) CEO as Keith Tucker departs

Rhea-AI Filing Summary

Team, Inc. announced a leadership transition, with Chief Executive Officer Keith Tucker departing effective January 31, 2026, and the Board appointing Gary Hill as Chief Executive Officer effective February 1, 2026. The company states that Mr. Tucker’s departure is not due to any disagreement regarding operations, policies, or practices.

Gary Hill, age 60, has over 30 years of industrial services experience, including senior roles at Shermco Industries, AIS Holdings Company LLC, and AZZ Inc. Under a new offer letter, he will receive a $750,000 base salary, be eligible for an annual cash bonus targeted at 100% of base salary with a 200% maximum, and be granted restricted stock units valued at $562,500 and performance stock units valued at $1,312,500, plus relocation and temporary housing support. The company also outlines intended severance protections, including enhanced benefits if terminated following a change in control.

Insights

Corporate governance and compensation analyst

Team, Inc. installs a new CEO with a sizable, performance-linked pay package.

The company is transitioning from Keith Tucker to Gary Hill as Chief Executive Officer, with Tucker’s departure described as unrelated to disagreements over operations, policies, or practices. This framing suggests an orderly handoff rather than a crisis-driven change, while still marking a significant shift in leadership for the business.

Gary Hill’s background spans more than 30 years in industrial services, including Chief Operating Officer roles at Shermco Industries and AZZ Inc., where he helped drive revenue and margin growth. His offer letter combines a $750,000 base salary with an annual bonus targeted at 100% of salary and a maximum of 200%, plus equity grants of restricted stock units valued at $562,500 and performance stock units valued at $1,312,500. The structure leans heavily on variable and equity-based pay, tying a significant portion of his compensation to performance and share value.

The company also signals intended severance terms: 18 months of base salary if he is terminated without cause, and two years of base salary plus two years of bonus (based on the higher of the most recent bonus or a two-year average) if termination occurs within 12 months of a change in control. These protections may help attract and retain the executive while shaping incentives around potential strategic transactions, and future filings may detail how performance metrics for the incentive plans are set for the period beginning on January 1, 2026.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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

FAQ

What leadership change did Team, Inc. (TISI) announce in this 8-K?

Team, Inc. announced that Chief Executive Officer Keith Tucker will depart effective January 31, 2026, and that the Board has appointed Gary Hill as Chief Executive Officer effective February 1, 2026.

Did Team, Inc. indicate any disagreement related to Keith Tucker’s departure as CEO?

The company states that Mr. Tucker’s departure is not the result of any disagreement with Team, Inc. on matters relating to its operations, policies, or practices.

Who is Gary Hill, the new CEO of Team, Inc. (TISI)?

Gary Hill, age 60, has over 30 years of industrial services experience and most recently served as Chief Operating Officer of Shermco Industries from January 2023 until January 2026, with prior senior roles at AIS Holdings Company LLC and AZZ Inc.

What are the key compensation terms in Gary Hill’s offer letter with Team, Inc.?

Under the Hill Offer Letter, he receives a $750,000 base salary, is eligible for an annual cash bonus targeted at 100% of base salary with a 200% maximum, and will receive restricted stock units valued at $562,500 plus performance stock units valued at $1,312,500, along with relocation and temporary housing benefits.

What equity awards will Gary Hill receive from Team, Inc. as CEO?

He will receive (i) restricted stock units determined by dividing $562,500 by the average closing stock price for the 30 days ending on his employment effective date, with a minimum per-share price of $14.00, vesting over three years, and (ii) performance stock units valued at $1,312,500 with a performance period starting January 1, 2026.

What severance protections does Team, Inc. intend to provide Gary Hill?

The company intends to amend its severance policy so that if he is terminated without cause, he would receive 18 months of base salary, and if terminated within 12 months after a change in control, he would receive 2 years of base salary and 2 years of bonus, with bonus calculated as the higher of his most recent annual bonus or a two-year average.

Are there any related-party or family relationships tied to Gary Hill’s appointment at Team, Inc.?

The company states there are no arrangements or understandings with any other person pursuant to which Mr. Hill was appointed, no family relationships with directors or executive officers, and that he has no material interest in transactions reportable under Item 404(a) of Regulation S-K.