TTI TETRA Technologies

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Preliminary proxy statement.

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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)).

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Definitive proxy statement.

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Definitive additional materials.

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Soliciting material under Rule 14a-12.

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No Fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

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TETRA executives’ pay aligns with performance and business strategy;

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TETRA financial results are strong compared to peers; and

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Our Compensation Committee is responsive to best practices and stockholder input.

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Pay for performance is integral to compensation philosophy at TETRA

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Realized CEO pay in 2017 was half of target consistent with low Total Shareholder Return (“TSR”)

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84% of target CEO pay is at risk

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CEO pay ranks below midpoint of TETRA’s and ISS’ peers

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Glass-Lewis supports Say on Pay proposal

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Data shows TETRA’s performance exceeds CEO pay relative to TETRA’s and ISS’ peers

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Industry downturn during 2014-2017 lead to low TSR

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Significant accomplishments include:

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Accretive acquisition in water management business (commenced in 2017 and completed in Q1 of 2018)

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Sale of loss-generating TETRA Offshore Services division (commenced in 2017 and completed in Q2 of 2018)

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Elimination of asset retirement obligations associated with Offshore Services (commenced in 2017 and completed in Q2 2018)

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Strong balance sheet at TTI

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Improved balance sheet at CCLP

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Top quartile TSR relative to TETRA’s and ISS’ peers from 2015 to 2017

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Top quartile EBITDA growth in 2017 relative to TETRA’s and ISS’ peers

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Enhancement to top management team

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In 2015, when the long-term performance-based incentive cash awards were made, the energy industry was facing the worst downturn in history.  Oil prices fell from $115 to $26 a barrel.  Many of TETRA’s peer companies did not survive.

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Important to TETRA’s economic health was the ability to generate cash.  The Compensation Committee (“Committee”) made Cumulative Free Cash Flow a metric for our long-term incentive (“LTI”) Cash awards (50% weight)  

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The second metric was relative TSR (“ RTSR”) (50% weight) gauging relative performance.  During the three year measurement period, many of our peers went bankrupt

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Competitive equity grant structure including restricted share value was critical to navigating the downturn, ensuring key executives were extended material equity value to off-set lower overall pay

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With wage reductions of approximately 20% and curtailment of certain benefits to preserve cash, time-based restricted share grants were used to drive retention value consistent with industry practice

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NEOs have a large variable pay component of overall compensation

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84% of CEO’s target total direct compensation is ‘at risk’

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Structure of TETRA compensation plans is well aligned with energy peers

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Strong post-downturn revenue growth trend

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Top quartile EBITDA growth performance vs. TETRA and ISS peer groups

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Attained 87.2% of 2017 Adjusted EBITDA target resulting in a bonus for all management employees

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2015-2017 relative TSR at 79 ^th percentile against TETRA peers and 66 ^th percentile against ISS peers

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TETRA remained free cash flow positive throughout downturn

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Highest operating cash flow of ISS identified peers

CEO pay and TETRA TSR performance versus

ISS peer group indicates

performance significantly better than pay

for three

years ending in 2017