DEF 14A of Cactus, Inc., Mar 28, 2024

DEF 14A of Cactus, Inc.

Filed Mar 28, 2024 · FY20230001699136-24-000047

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has nominated the following individuals for election as Class I directors of the Company, to serve for three-year terms beginning at the Annual Meeting and expiring at our 2027 Annual Meeting of Stockholders and until either they are re-elected, or their successors are elected and qualified or until their earlier death, resignation or removal: Michael McGovern John O’Donnell Tym Tombar Michael McGovern, John O’Donnell and Tym Tombar are currently serving as directors of the Company. If Mr. McGovern, Mr. O'Donnell and Mr. Tombar are re-elected to the Board, the size of the Board will remain at nine members. Biographical information for each director nominee is contained in the “Directors and Executive Officers” section below. The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of the Company are:

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Title | | Scott Bender | 70 | Chief Executive Officer, Chairman of the Board of Directors, and Director | | Joel Bender | 64 | President and Director | | Melissa Law | 50 | Director, Audit Committee member and Compensation Committee member | | Michael McGovern | 72 | Director, Compensation Committee Chairman and Audit Committee member | | John (Andy) O’Donnell | 75 | Director, Audit Committee member, Compensation Committee member and Nominating and Governance Committee member | | Gary Rosenthal | 74 | Lead Independent Director of the Board, Nominating and Governance Committee Chairman and Compensation Committee member | | Bruce Rothstein | 71 | Director | | Alan Semple | 64 | Director, Audit Committee Chairman and Nominating and Governance Committee member | | Tym Tombar | 50 | Director, Audit Committee member and Compensation Committee member | | Steven Bender | 41 | Chief Operating Officer | | Alan Keifer | 68 | Interim Chief Financial Officer | | William Marsh | 61 | Executive Vice President, General Counsel and Corporate Secretary | | Stephen Tadlock | 45 | Executive Vice President, Chief Executive Officer of the Spoolable Technologies segment and Treasurer |

  4. DIRECTORS AND EXECUTIVE OFFICERS

    Our Board is currently divided into three classes serving staggered three-year terms. Each year, the directors of one class stand for re-election as their terms of office expire. Messrs. McGovern, O’Donnell and Tombar are designated as Class I directors, and assuming the stockholders reelect them to the Board as set forth above in “Proposal One: Election of Directors,” their terms of office will expire in 2027. Mr. Joel Bender, Ms. Melissa Law and Mr. Alan Semple are designated as Class II directors, and their terms of office will expire in 2025. Messrs. Scott Bender, Rothstein and Rosenthal are designated as Class III directors, and their terms of office will expire in 2026. As set forth below in “Proposal Three: Amendment of the Company’s Charter to Declassify the Board,” we have proposed amendments to the Company’s Charter to remove the three separate classes of directors of the Board and replace them with one class of directors over a three-year phase-in period. Set forth below is biographical information about each of our directors and executive officers.

  5. Our Directors

    Our Directors Scott Bender—Chief Executive Officer and Chairman of the Board of Directors. Scott Bender has been our Chairman of the Board since August 2023, and the Chief Executive Officer and one of our directors since 2011, when he and Mr. Joel Bender founded Cactus Wellhead, LLC (“Cactus LLC”). He served as our President from 2011 to August 2023. Prior to founding Cactus LLC, Mr. Bender was President of Wood Group Pressure Control from 2000 to 2011. He began his career in 1977 as President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996. Mr. Bender graduated from Princeton University in 1975 with a Bachelor of Science in Engineering and the University of Texas at Austin in 1977 with a Master of Business Administration. We believe that Mr. Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our Board and qualifies him to serve on our Board. Mr. Bender is the father of Steven Bender, our Chief Operating Officer, and the brother of Joel Bender, our President and one of our directors. Joel Bender—President and Director. Joel Bender has been our President since August 2023 and one of our directors since 2011, when he and Mr. Scott Bender founded Cactus LLC. He served as our Senior Vice President and Chief Operating Officer from 2011 to August 2023. Prior to founding Cactus LLC, Mr. Bender was Senior Vice President of Wood Group Pressure Control from 2000 to 2011. He began his career in 1984 as Vice President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996. Mr. Bender graduated from Washington University in 1981 with a Bachelor of Science in Engineering and the University of Houston in 1985 with a Master of Business Administration. We believe that Mr. Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our board of directors and qualifies him to serve on our Board. Mr. Bender is the brother of Scott Bender, our Chief Executive Officer, Chairman of the Board of Directors and one of our directors, and the uncle of Steven Bender, our Chief Operating Officer. Melissa Law—Director. Ms. Law has served as one of our directors since January 2020. Ms. Law is an accomplished executive leader with significant experience in the oilfield services industry and more recent experience in the food & beverage ingredient industry. Ms. Law has served as the President of Global Operations for Tate & Lyle since September 2017. As a member of the Executive Leadership team, Ms. Law is responsible for leading the Environment, Health and Safety, Quality, and Sustainability Programs, the end-to-end supply chain and logistics function as well as the global manufacturing and engineering organizations. Prior to joining Tate & Lyle, Ms. Law held various roles of increasing responsibility at Baker Hughes Incorporated from 1997 to 2017. At Baker Hughes, Ms. Law had full profit and loss responsibility for Baker Hughes’ Global Specialty Chemical Business from 2014 to 2017 as well as Baker Hughes’ Australasia geo-market from 2013 to 2014. Prior to those roles, Ms. Law held various other senior leadership roles in technology, manufacturing and operations at Baker Hughes. Ms. Law is a graduate of the University of Houston from where she holds a Bachelor of Science in Biology and a Master of Science in Environmental Chemistry. We believe Ms. Law’s qualifications to serve on our Board include her 20 years of experience in the energy industry and her multi-industry executive leadership and management experiences. Michael McGovern—Director. Mr. McGovern has served as one of our directors since 2011. In February 2021, Mr. McGovern was elected Chairman of the board of directors of Superior Energy Services, Inc. (“Superior”) and in March 2021, he assumed the role as Superior’s principal executive officer. In January 2022, he stepped down as the principal executive officer but remains as Superior’s Executive Chairman of the Board. Mr. McGovern has served as Chairman and Chief Executive Officer of Sherwood Energy, LLC since March 2009. He served on the board of directors of Ion Geophysical (NYSE:IO) from June 2019 until August 2022. He served on the board of directors of Nuverra Environmental Solutions, Inc. from August 2017 until February 2022. Mr. McGovern served as Executive Advisor to Cadent Energy Partners from January 2008 to December 2014. Mr. McGovern graduated from the Centenary College of Louisiana in 1973 with a Bachelor of Science in Business. We believe Mr. McGovern’s qualifications to serve on our Board include his 40 years of experience in the energy industry and his extensive executive leadership and management experience, including as the chief executive officer of several public companies. John (Andy) O’Donnell—Director. Mr. O’Donnell has served as one of our directors since January 2015. Mr. O’Donnell served as an officer of Baker Hughes Incorporated from 1998 until his retirement in January 2014. In his most recent role he served as Vice President, Office of the CEO of Baker Hughes Incorporated. Prior to that he held multiple leadership positions within Baker Hughes Incorporated, including President of Western Hemisphere, President of BJ Services, President of Baker Petrolite and President of Baker Hughes Drilling Fluids. He was responsible for the process segment, which was divested in early 2004. Mr. O’Donnell also managed Project Renaissance, an enterprise‑wide cost savings effort, completed in 2001. Prior to that he served as Vice President Manufacturing for Baker Oil Tools and Plant Manager for Hughes Tool Company. He joined Hughes Tool Company in 1975 starting his career as a systems analyst. Mr. O’Donnell served as an officer and aviator in the U.S. Marine Corps and holds a B.S. degree from the University of California, Davis. He is a member of the board of directors of CIRCOR International, Inc., where he serves on the Compensation Committee and the Nominating and Governance Committee. We believe Mr. O’Donnell’s qualifications to serve on our Board include his years of experience in the energy industry and his extensive executive leadership and management experience, including as an officer of Baker Hughes Incorporated from 1998 until 2014. Gary Rosenthal—Director. Mr. Rosenthal has served as one of our directors since January 2018 and was

  6. Our Directors

    appointed as Lead Independent Director of the Board in August 2023. Mr. Rosenthal has been a partner in The Sterling Group, L.P., a private equity firm based in Houston, Texas, since January 2005. From October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC, a privately held Sterling Group portfolio company. He served as Chairman of the Board of Highline Aftermarket LLC, a former privately held Sterling Group investment, from September 2019 until October 2020 and as a director from April 2016 until October 2020. Mr. Rosenthal has served as Chairman of the Board of Greenbridge Investments LLC since March 2019 and Evergreen Recycling Investments LLC since June 2021 and as a director of Ergotron Investments LLC since July 2022. Greenbridge Investments LLC, Evergreen Recycling Investments LLC and Ergotron Investments LLC are all privately held Sterling Group portfolio companies. From 2001 until 2018, Mr. Rosenthal served as a director and chairman of the Compensation Committee of Oil States International, Inc. He also served as Chairman of the Board of privately held Hydrochem Holdings, Inc. from May 2003 until December 2004. From August 1998 to April 2001, he served as Chief Executive Officer of AXIA Incorporated, a privately held diversified manufacturing company. Beginning in 1991, Mr. Rosenthal served as Executive Chairman and then after its initial public offering until August 1994, as Chairman and Chief Executive Officer of Wheatley-TXT Corp., a manufacturer of pumps and valves for the oilfield. Mr. Rosenthal holds J.D. and A.B. degrees from Harvard University. We believe that Mr. Rosenthal’s qualifications to serve on our Board include his extensive executive leadership experience and his experience in the energy sector. Bruce Rothstein—Director. Mr. Rothstein has served as one of our directors since 2011. He previously served as our Chairman of the Board from 2011 to August 2023. Mr. Rothstein co-founded Cadent Energy Partners LLC (“Cadent Energy Partners”), a natural resources private equity firm that invests in companies in the North American energy industry, in 2003 and served as a Member of Cadent Energy Partners from 2003 until March 2021. From November 2005 until November 2017, Mr. Rothstein served on the board of directors of Array Holdings, Inc. From May 2006 to August 2016, he served on the board of directors of Vedco Holdings, Inc. From December 2007 to April 2016, Mr. Rothstein served on the board of directors of Torqued-Up Energy Services, Inc. From December 2008 until February 2012, Mr. Rothstein served as a director of Ardent Holdings, LLC. Mr. Rothstein graduated from Cornell University in 1974 with a Bachelor of Arts in Mathematics and New York University’s Stern School of Business in 1985 with a Master of Business Administration. We believe that Mr. Rothstein’s extensive financial and energy investment experience brings valuable skills to our board of directors and qualifies him to serve on our Board. Alan Semple—Director. Mr. Semple has served as one of our directors since April 2017. Since December 2015, Mr. Semple has served as a member of the board of directors and the Audit Committee of Teekay Corporation (NYSE: TK), one of the world’s largest marine energy transportation companies, and as the Audit Committee Chairman since March 2018. From May 2019 until January 2022, Mr. Semple served as a member of the Board of Directors and Chairman of the Audit Committee of Teekay GP, LLC, the general partner of Teekay LNG Partners, LP. He was formerly Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in May 2015. Prior to this, he held a number of senior finance roles in Wood Group since 1996. Mr. Semple graduated from the University of Strathclyde (Glasgow, Scotland) in 1979 with a Bachelor of Arts degree in Business Administration and is a member of the Institute of Chartered Accountants of Scotland. We believe that Mr. Semple’s more than 30 years of finance experience, primarily in the energy industry, makes him qualified to serve on our Board. Tym Tombar—Director. Mr. Tombar has served as one of our directors since July 2021. Mr. Tombar is a Managing Director and Co-Founder of Arcadius Capital Partners and its predecessor SW Capital Partners. Since 2011, Arcadius Capital Partners, an energy private equity firm, has invested growth capital into start-ups and early-stage companies in the upstream oil and gas industry. From 2007 to 2011, he was a Managing Director and co-head of Scotiabank’s Energy Private Equity group. Since 2007, Mr. Tombar has served on the boards of over 12 private oil and gas companies. Prior to April 2007, he was a Vice President with Goldman, Sachs & Co. (“Goldman”) and led deal teams through sourcing, execution, and management of a variety of primary market energy investments in securities and loans. Prior to that, Mr. Tombar worked in Goldman’s Investment Banking Division in New York, London and Houston, where he advised several upstream oil and gas, oilfield services and petrochemical clients and executed a variety of transactions for public and private oil and gas companies. Mr. Tombar began his career with Goldman in its Energy & Power Principal Investment Area and Banking Group based in New York in 1994. Mr. Tombar graduated with a Master of Business Administration from Stanford University’s Graduate School of Business and a Bachelor of Arts degree in Applied Math from Harvard University. We believe Mr. Tombar’s qualifications to serve on our Board include his executive leadership and 25 years of investment and finance experience in the energy industry.

  7. Compensation Program Governance

    | What We Do | | What We Don’t Do | | | ✓ | Significant majority of pay at risk | X | No excessive perquisites | | ✓ | 50% of NEO LTI value performance-based | X | No guaranteed bonuses | | ✓ | Focus on return of capital | X | No excise tax gross-ups | | ✓ | Balance of short-term and long-term incentives | X | No hedging, pledging and short sales by insiders | | ✓ | Clawback policy for NEOs that applies to cash and equity incentives | X | No option repricing | | ✓ | Share ownership guidelines for NEOs and directors | | | | ✓ | Regularly evaluate risks of our compensation policy | | | | ✓ | Independent compensation consultant | | | | ✓ | One-year minimum vesting requirement for LTIP grants | | |

  8. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Pearl Meyer & Partners, LLC (“Pearl Meyer”) serves as independent compensation consultant for, and reports directly to, the Compensation Committee. Representatives of Pearl Meyer attend Compensation Committee meetings as requested and communicate with the Compensation Committee informally between meetings as necessary. Pearl Meyer assists and advises the Compensation Committee on all aspects of our executive compensation program. Services provided by the independent compensation consultant include: •reviewing the compensation and stock performance of peer companies and recommending changes to our peer group, as necessary; •reviewing executive compensation based on an analysis of market-based compensation data; •analyzing the effectiveness of our executive compensation program and recommending changes, as necessary; and •evaluating how well our executive compensation adheres to program objectives. To facilitate the delivery of these services to the Compensation Committee, Pearl Meyer interfaces with our management, primarily with our General Counsel. In 2023, Pearl Meyer did not provide any material services to the Company other than those requested by the Compensation Committee in Pearl Meyer’s role as the Committee’s independent advisor. Other than those services requested by the Compensation Committee, Pearl Meyer did not have any business or personal relationships with members of the Compensation Committee or executives of the Company, did not own any of the Company’s common stock and maintained policies and procedures designed to avoid such conflicts of interest. As such, the Compensation Committee determined the engagement of Pearl Meyer in 2023 did not create any conflicts of interest.

  9. Role of Competitive Benchmarking

    Role of Competitive Benchmarking The Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies. The Compensation Committee does not set specific percentile goals against competitive data for purposes of determining executive compensation levels. In establishing individual compensation levels, the Committee considers this competitive data as well as a variety of other factors including individual performance, competencies, scope of responsibility and internal equity. The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly, as well as other similarly sized companies in related industries that could potentially compete with us for executive talent. The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”), as well as for broader general industry companies of comparable size and business complexity (compensation survey data), as provided to the Committee by their independent advisor. In selecting comparison companies, the Compensation Committee considers various factors including each company’s participation in the energy services sector as well as market capitalization, annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees. The selected peer companies are reviewed from time to time to ensure their continued appropriateness for comparative purposes. For the 2023 compensation analysis, the Company used the following peer group companies:

  10. Role of Competitive Benchmarking

    | 2023 Compensation Peer Group | | | Archrock, Inc. | ProPetro Holding Corp. | | Core Laboratories, NV | Patterson-UTI Energy, Inc. | | Dril-Quip, Inc. | Oil States International, Inc. | | DMC Global Inc. | ChampionX Corporation | | Frank’s International, NV | Liberty Oilfield Services Inc. | | Helix Energy Solutions Group, Inc. | USA Compression Partners, LP |

  11. Short-Term Incentives

    Short-Term Incentives Our NEOs are eligible for an annual incentive bonus which is designed to focus executives on execution of our annual plan, which is linked to our long-term strategy. Execution against our annual corporate plan is important to drive long-term shareholder value by improving financial strength, managing costs and investing in projects that will deliver future value. We employ financial and safety performance metrics to further specific objectives of our strategy, such as Adjusted EBITDA, Operating Capital Employed (“OCE”) divided by revenue and total recordable incident rate (“TRIR”). In February 2023, the Board approved the 2023 Management Incentive Plan (the “2023 MIP”). The 2023 MIP targets were modified in May 2023 to account for the FlexSteel acquisition. Under the 2023 MIP, all eligible employees, including NEOs, were eligible to receive base cash bonus payments equal to a certain specified percentage of their annual base salaries (“Target Bonus”) in the event that the Company met the specified performance targets. Bonuses are calculated as a percentage of actual base salary paid in 2023. The approved 2023 Target Bonus percentage for each NEO, which remained unchanged from 2022 (other than for Mr. Keifer who was not an NEO in 2022) is set forth in the table below.

  12. Short-Term Incentives

    | Name | Target Bonus % | | Scott Bender | 100% | | Joel Bender | 100% | | Stephen Tadlock | 80% | | Alan Keifer(1) | 80% | | Steven Bender | 80% | | William Marsh | 75% |

  13. Short-Term Incentives

    (1) Mr. Keifer’s 2023 MIP was pro-rated to reflect the portion of 2023 that Mr. Keifer served as the Interim Chief Financial Officer. Target Bonus Opportunity Performance under the MIP is assessed relative to pre-established goals approved by the Committee near the beginning of the fiscal year. For 2023, the Compensation Committee approved performance objectives under the 2023 MIP after considering a combination of factors, including alignment with the Company’s business strategy, 2023 budget, investor expectations, recommendations from management and the Committee’s assessment of management’s ability to impact outcomes. The 2023 MIP had three performance parameters on which the bonus for our NEOs (which we refer to as our “non-stretch bonus”) was calculated, including (i) Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the Board (“Adjusted EBITDA”), which was weighted 80% of the 2023 Target Bonus, (ii) OCE divided by revenue, which was weighted 10% of the 2023 Target Bonus, and (iii) TRIR, which was weighted 10% of the 2023 Target Bonus. If the Adjusted EBITDA parameter is met in excess of Target Adjusted EBITDA, participants are eligible for a stretch bonus opportunity that provides the participant with an additional payment in an amount up to 40% of the non-stretch bonus that is actually earned. This means that, depending upon Company performance, actual payouts under the 2023 MIP may be between 0% and 140% of the Target Bonus for each NEO. Non-Stretch Bonus Participants begin to earn the non-stretch bonus payout with respect to the Adjusted EBITDA parameter when Adjusted EBITDA performance reaches Threshold Adjusted EBITDA, which was set at 80% of Target Adjusted EBITDA. A full bonus payout with respect to the Adjusted EBITDA parameter is earned when the Company achieves its Target Adjusted EBITDA of $380.0 million. If Adjusted EBITDA is achieved at a level at least equal to Threshold but less than Target, the calculation of the Adjusted EBITDA portion of the bonus payout is linear between Threshold and Target. Participants begin to earn the non-stretch bonus payout with respect to the OCE/Revenue parameter when the Company achieves its Threshold of 63.1% percent. A full bonus payout on this parameter is earned when the Company achieves its Target of 60.1%. If OCE/Revenue is achieved at a level between Threshold and Target, the calculation of the OCE/revenue portion of the bonus payout is linear between Threshold and Target. Participants begin to earn the non-stretch bonus payout when TRIR performance reaches Threshold TRIR of 1.20. A full bonus payout on the TRIR parameter is achieved when safety performance reaches Target TRIR of 1.00 or lower. If TRIR is achieved at a level between Threshold and Target, the calculation of the TRIR portion of the bonus payout is linear between Threshold and Target. The Threshold and Target goals for each of Adjusted EBITDA, OCE/Revenue and TRIR, and the Maximum (Stretch) goal for Adjusted EBITDA, are set forth below.

  14. Short-Term Incentives

    | | Adjusted EBITDA | | | | (in millions)(1) | Bonus % | | Threshold | $304.0 | 0% | | Target | $380.0 | 100% | | Maximum (Stretch) | $456.0 | 140% |

  15. Short-Term Incentives

    (1) Adjusted EBITDA is a non-GAAP financial measure. See the reconciliation of actual Adjusted EBITDA to the most comparable financial measure calculated in accordance with GAAP under “Reconciliation of GAAP to Non-GAAP Financial Measures.”

  16. Short-Term Incentives

    | | OCE/Revenue | Payout | | Threshold | 63.1% | 0% | | Target | 60.1% | 100% |

  17. Short-Term Incentives

    | | TRIR | Payout | | Threshold | 1.20 | 0% | | Target | 1.00 | 100% |

  18. Short-Term Incentives

    Stretch Bonus As discussed above, when the Adjusted EBITDA parameter is met in excess of Target Adjusted EBITDA, participants become eligible to receive a stretch bonus that equals a percentage, up to 40%, of the non-stretch bonus that is actually earned. The maximum stretch bonus (40% of the non-stretch bonus actually earned) is achieved when Maximum (Stretch) Adjusted EBITDA is met, which was set at 120% of Target Adjusted EBITDA. If Adjusted EBITDA is achieved at a level at least equal to Target but less than Maximum (Stretch), the calculation of stretch bonus percentage is linear between Target and Maximum (Stretch) levels. The stretch bonus goals are set forth below:

  19. Short-Term Incentives

    | | Adjusted EBITDA | Stretch | | | (in millions)(1) | Bonus % | | Target | $380.0 | 0% | | Maximum (Stretch) | $456.0 | 40% |

  20. Short-Term Incentives

    2023 Award Determination For 2023, the actual Adjusted EBITDA performance was $398.1 million, which exceeded the Target level. This resulted in the NEOs earning 100% of the non-stretch bonus attributable to the Adjusted EBITDA parameter and a stretch bonus of 8.8%. Actual OCE/Revenue performance in 2023 was 54.7%, which exceeded the Target level and resulted in the NEOs earning 100% of their non-stretch bonus attributable to the OCE/Revenue parameter. The 2023 TRIR performance was 1.15, which exceeded the Threshold level and reflected an improvement from last year's TRIR result but was below our Target levels and resulted in our NEOs receiving 25% of their non-stretch bonus attributable to the TRIR parameter. The tables below summarize (i) the metrics and performance standards approved for the 2023 MIP and management’s level of achievement under the plan and (ii) the calculation of the 2023 bonus payment, inclusive of the non-stretch bonus and the stretch bonus:

  21. Short-Term Incentives

    | | ($ in millions) | | | | % of Target | | Performance Parameter | Threshold | Target | Stretch | Actual | | | Adjusted EBITDA | $304.0 | $380.0 | $456.0 | $398.1 | 104.8% | | OCE/Revenue | 63.1% | 60.1% | | 54.7% | 100.0% | | TRIR | 1.20 | 1.00 | | 1.15 | 25% |

  22. Short-Term Incentives

    | Performance Parameter | Parameter % Earned | Weighting | Target Bonus % Earned | | Adjusted EBITDA | 100.0% | 80.0% | 80.0% | | OCE/Revenue | 100.0% | 10.0% | 10.0% | | TRIR | 25.0% | 10.0% | 2.5% | | Total Non-Stretch Bonus Earned | | | 92.5% | | Stretch Component(1) | 23.8% | 40.0% | 8.8% | | Total Bonus Percentage | | | 101.3% |

  23. Short-Term Incentives

    (1) The stretch bonus is determined by multiplying the percentage at which the non-stretch bonus was earned by the percentage at which the stretch bonus was earned. For 2023, the stretch bonus equaled 8.8% of each NEO’s Target Bonus percentage, or the non-stretch bonus earned at 92.5% multiplied by the stretch bonus percentage of 40% multiplied by the 23.8% stretch percentage earned. Long-Term Incentives Our Compensation Committee has implemented a long‑term incentive plan (the “LTIP”) for the primary purpose of aligning the long-term interests of our NEOs and those of our shareholders through the use of multi-year vesting and realized value of equity incentives that are contingent upon our stock price performance. Equity awards under the LTIP also promote long-term share ownership by our NEOs. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock‑based awards, cash awards, substitute awards and performance awards. The Board has delegated to the Compensation Committee the authority to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers. Annual Grants The Compensation Committee makes annual awards under the LTIP, and in 2023, the Compensation Committee approved LTIP awards using a mix of 50% performance stock units (“PSUs”) and 50% time-based restricted stock units (“RSUs”). Under the PSU awards granted to our NEOs in 2023, NEOs may earn shares based upon the company’s Return on Capital Employed (“ROCE”) performance during a three-year performance period ending on December 31, 2025. The PSU Award Agreement provides for the issuance of a number of shares of our common stock within 60 days of the end of the performance period based on the Company’s average annual ROCE during the applicable performance period, subject to a maximum based on the Company’s ROCE relative to the ROCE of the median performer of the Company’s compensation peer companies during such performance period. The RSU awards granted to our NEOs in 2023 (the “annual RSUs”) vest one-third on each of the first, second and third anniversaries of the grant date. Supplemental 2023 RSU Grants On February 24, 2023, the Compensation Committee approved a supplemental one-time RSU grant to Mr. Tadlock and Mr. Marsh, granted effective March 10, 2023 (the “Supplemental Tadlock RSUs” and the “Supplemental Marsh RSUs,” respectively), in recognition of the accomplishment of the Company during 2022, subject to the same terms and conditions as the annual RSUs and with a grant date value of approximately $500,000. On February 24, 2023, the Compensation Committee also approved a one-time RSU grant under the LTIP to each of Messrs. Tadlock and Steven Bender, granted effective March 10, 2023, in recognition of the management needs of the Company and Messrs. Tadlock’s and Steven Bender’s contributions, each with a grant date value of approximately $4,000,000 (the “Tadlock RSUs” and the “Steven Bender RSUs,” respectively). The Tadlock RSUs and Steven Bender RSUs will cliff vest on the fourth anniversary of the grant date. 2023 LTIP Awards On March 10, 2023, all of our NEOs other than Mr. Keifer received grants of PSUs and annual RSUs and Messrs. Tadlock and Steven Bender received the Tadlock RSUs and Steven Bender RSUs, respectively. The 2023 PSU and RSU grants to our NEOs are set forth in the table below.

  24. Short-Term Incentives

    | NEO(1) | Target # of PSUs Awarded(2) | # of RSUs Awarded(3) | Approximate Compensation Value Intended to be Delivered(4) | | Scott Bender | 22,913 | 22,913 | $2,250,000 | | Joel Bender | 22,913 | 22,913 | $2,250,000 | | Stephen Tadlock (annual LTIP award) | 13,748 | 13,748 | $1,350,000 | | Stephen Tadlock (Supplemental Tadlock RSUs) | — | 10,184 | $500,000 | | Stephen Tadlock (Tadlock RSUs) | — | 81,467 | $4,000,000 | | Steven Bender (annual LTIP award) | 13,748 | 13,748 | $1,350,000 | | Steven Bender (Steven Bender RSUs) | — | 81,467 | $4,000,000 | | William Marsh (annual LTIP award) | 9,165 | 9,165 | $900,000 | | William Marsh (Supplemental Marsh RSUs) | — | 10,184 | $500,000 |

  25. Short-Term Incentives

    (1) As Mr. Keifer was appointed Interim Chief Financial Officer effective as of November 13, 2023, and did not previously serve as an employee of the Company, Mr. Keifer did not receive an annual 2023 award. (2) PSU awards vest upon the conclusion of the three-year performance period ending December 31, 2025 based on the Company’s ROCE performance. (3) The annual RSUs, the Supplemental Tadlock RSUs and the Supplemental Marsh RSUs each vest 33% per year, beginning on the first anniversary of the grant date. The Tadlock RSUs and the Steven Bender RSUs cliff vest on the fourth anniversary of the grant date. (4) PSUs valued at target performance. 2023-2025 Performance Stock Unit Metrics and Goals:

  26. Short-Term Incentives

    | | Weight | Threshold | Target | Maximum | | | (% of Target) | (50% Payout) | (100% Payout) | (200% Payout) | | ROCE for January 1, 2023 to December 31, 2025(1) | 100% | 15% | 20% | 25% |

  27. Short-Term Incentives

    (1) The PSUs cliff vest upon the conclusion of the three-year performance period based on the ROCE performance. If the Company’s ROCE performance falls between any of these payout levels, the percentage multiple of the target PSUs will be interpolated based on the actual ROCE of the Company in relation to the payout levels. Notwithstanding the foregoing, in the event the Company’s ROCE for the performance period is less than the ROCE of the median performer of the Company’s peer companies (as defined per the agreement), when ranked by ROCE over the performance period, then the number of earned PSUs will be capped at 100% of the target number of PSUs. 2021 to 2023 Performance Stock Units (“2021 PSUs”) Messrs. Scott Bender, Joel Bender, Steven Bender and Stephen Tadlock were granted PSUs in 2021 that were earned and became vested based on the level of achievement of the Company’s Return on Capital Employed during the performance period beginning on January 1, 2021 and ending on December 31, 2023 (“2021 ROCE”). Actual 2021 ROCE was approximately 38%, which exceeded the maximum 2021 ROCE goal of 25% or greater, and resulted in the 2021 PSUs being earned and vesting at 200%.

  28. Employment, Severance and Change-in-Control Agreements

    Employment, Severance and Change-in-Control Agreements

  29. Employment Agreements

    Employment Agreements In April 2021, the Company entered into Second Amended and Restated Employment Agreements (as amended and restated, each, an “Employment Agreement”) with Messrs. Scott and Joel Bender in order to establish new three-year terms of employment with each. Under each Employment Agreement, Messrs. Scott and Joel Bender are entitled to receive severance compensation if his employment is terminated under certain conditions, such as a termination by the executive officer for “good reason” or by us without “cause,” each as defined in the agreements and further described below under “—Potential Payments upon Termination or Change of Control.” In addition, the agreements provide for: •specified minimum base salaries; •participation in all of our employee benefit plans to the extent the executive is eligible thereunder; •termination benefits, including, in specified circumstances, severance payments; and •an annual cash bonus of up to 100% of annual base salary (“Base Bonus”) and an opportunity to earn an additional Stretch Bonus opportunity of up to 40% of the Base Bonus in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board. We have not entered into separate severance agreements with Messrs. Scott and Joel Bender and instead rely on the terms of each executive’s Employment Agreement to dictate the terms of any severance arrangements. The Employment Agreements do not provide for accelerated or enhanced cash payments or health and welfare benefits upon a change in control but do provide for salary continuation payments and subsidized health and welfare benefits upon the termination of the executive’s employment for “good reason” or without “cause.” Severance payments that could become payable to Messrs. Scott and Joel Bender pursuant to these arrangements have been described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.”

  30. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our NEOs:

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Non-Equity Incentive Plan Compensation(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Scott Bender, Chief Executive Officer and Chairman of the Board(5) | 2023 | $442,308 | $— | $448,035 | $1,951,730 | $29,593 | $2,871,666 | | | 2022 | 392,308 | — | 473,095 | 2,158,932 | 28,140 | 3,052,475 | | | 2021 | 225,294 | 24,964 | 234,968 | 1,533,220 | 13,400 | 2,031,846 | | Joel Bender, President and Director(5) | 2023 | 442,308 | — | 448,035 | 1,951,730 | 35,970 | 2,878,043 | | | 2022 | 392,308 | — | 473,095 | 2,158,932 | 33,770 | 3,058,105 | | | 2021 | 249,231 | — | 259,932 | 1,533,220 | 13,400 | 2,055,783 | | Stephen Tadlock, Executive Vice President, CEO Spoolable Technologies Segment and Treasurer, Former Chief Financial Officer | 2023 | 442,308 | — | 358,428 | 5,074,471 | 30,619 | 5,905,826 | | | 2022 | 395,000 | 25,000 | 381,073 | 863,572 | 29,122 | 1,693,767 | | | 2021 | 328,719 | — | 274,266 | 616,360 | 11,313 | 1,230,658 | | Alan Keifer, Interim Chief Financial Officer(6) | 2023 | 54,519 | — | 44,180 | — | — | 98,699 | | Steven Bender, Chief Operating Officer | 2023 | 442,308 | — | 358,428 | 4,640,734 | 25,675 | 5,467,145 | | | 2022 | 392,308 | — | 378,476 | 863,572 | 24,890 | 1,659,246 | | | 2021 | 249,231 | 34,417 | 207,946 | 613,274 | 10,456 | 1,115,324 | | William Marsh, Executive Vice President, General Counsel and Corporate Secretary(7) | 2023 | 442,308 | — | 336,026 | 1,214,411 | 19,212 | 2,011,957 | | | 2022 | 253,846 | 25,000 | 229,590 | 1,230,600 | 923 | 1,739,959 |

  32. Summary Compensation Table

    (1) In recognition of the work performed on the acquisition of FlexSteel Holdings, Inc. and certain of its affiliates, the Compensation Committee awarded a $25,000 bonus award to each of Mr. Tadlock and Mr. Marsh in 2022. (2) Amounts of “Non-Equity Incentive Plan Compensation” paid to each applicable NEO were made pursuant to the Company’s short-term incentive program. In calculating payments due under the 2023 Non-Equity Incentive Plan, the Company used the NEO’s eligible earnings as a basis to determine the bonus amount. For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentives.” (3) The amounts reported in this column represent the aggregate grant date fair value of RSUs and target PSUs granted to each NEO and computed in accordance with FASB ASC Topic 718. The value of the PSUs, if paid out at maximum performance is $1,951,729, $2,158,932 and $1,533,220 for both Mr. Scott Bender and Mr. Joel Bender; $1,171,055, $863,572 and $616,360 for Mr. Tadlock; $1,171,055, $863,572 and $613,274 for Mr. Steven Bender for 2023, 2022, and 2021, respectively, and $780,675 and $820,400 for Mr. Marsh for 2023 and 2022. (4) Amounts reflected within the “All Other Compensation” column for 2023 are comprised of the following amounts:

  33. Summary Compensation Table

    | Name | Employer Contributions to 401(k) Plan | Vehicle Allowance | | Scott Bender | $15,193 | $14,400 | | Joel Bender | 21,570 | 14,400 | | Stephen Tadlock | 16,219 | 14,400 | | Alan Keifer | — | — | | Steven Bender | 11,275 | 14,400 | | William Marsh | 19,212 | — |

  34. Summary Compensation Table

    (5) Although Messrs. Scott and Joel Bender each serve on our Board, they are not compensated for their services as directors. (6) Mr. Keifer assumed the role of Interim Chief Financial Officer, effective November 13, 2023. (7) Mr. Marsh assumed the role of General Counsel, Vice President of Administration and Secretary, effective May 17, 2022.

  35. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information about equity and non-equity awards granted to our NEOs in 2023.

  36. Grants of Plan Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scott Bender | | $— | $442,308 | $619,231 | | | | | | | | 3/10/2023 | | | | 11,457 | 22,913 | 45,826 | | $975,865 | | | 3/10/2023 | | | | | | | 22,913 | 975,865 | | Joel Bender | | — | 442,308 | 619,231 | | | | | | | | 3/10/2023 | | | | 11,457 | 22,913 | 45,826 | | 975,865 | | | 3/10/2023 | | | | | | | 22,913 | 975,865 | | Stephen Tadlock | | — | 353,846 | 495,385 | | | | | | | | 3/10/2023 | | | | 6,874 | 13,748 | 27,496 | | 585,527 | | | 3/10/2023 | | | | | | | 13,748 | 585,527 | | | 3/10/2023 | | | | | | | 10,184 | 433,737 | | | 3/10/2023 | | | | | | | 81,467 | 3,469,680 | | Alan Keifer | | — | 43,615 | 61,062 | | | | | | | Steven Bender | | — | 353,846 | 495,386 | | | | | | | | 3/10/2023 | | | | 6,874 | 13,748 | 27,496 | | 585,527 | | | 3/10/2023 | | | | | | | 13,748 | 585,527 | | | 3/10/2023 | | | | | | | 81,467 | 3,469,680 | | William Marsh | | — | 331,731 | 464,423 | | | | | | | | 3/10/2023 | | | | 4,583 | 9,165 | 18,330 | | 390,337 | | | 3/10/2023 | | | | | | | 9,165 | 390,337 | | | 3/10/2023 | | | | | | | 10,184 | 433,737 |

  37. Grants of Plan Based Awards

    (1) Amounts in these columns represent the threshold, target and maximum estimated payouts for 2023 MIP cash bonus awards. Mr. Keifer’s 2023 MIP was pro-rated to reflect the portion of 2023 that Mr. Keifer served as the Interim Chief Financial Officer. The actual value of bonuses paid to our NEOs for 2023 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2) Shares in these columns represent the threshold, target and maximum number of estimated PSUs eligible for vesting per the award agreements executed on March 10, 2023 for all NEOs other than Mr. Keifer who did not receive a PSU grant given that he joined the Company as an employee in November of 2023. “Threshold” reflects the lowest possible payout (50% of the grant) if baseline performance goals are met, “Target” represents the number of PSUs awarded under each grant, and “Maximum” reflects the highest possible payout (200% of the grant). The award agreements under which the PSUs were issued provide that no PSUs will vest unless the threshold level of performance is achieved. Vested PSUs are paid in shares of our Class A Common Stock, and the payout, if any, with respect to PSUs will occur at the end of the three-year performance period. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—2023 LTIP Awards” for more information regarding these PSUs. The target number of PSUs granted was determined based on the average of the closing price on the 20 business days prior to the grant date. (3) This column includes the number of annual RSUs granted to our NEOs other than Mr. Keifer who did not receive annual RSUs given that he joined the Company as an employee in November of 2023, the Supplemental Tadlock RSUs, the Supplemental Marsh RSUs and the Tadlock RSUs and Steven Bender RSUs, in each case, granted during 2023. The number of RSUs granted was determined based on the average of the closing price on the 20 business days prior to the grant date. (4) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. With respect to the PSU awards, this column reflects the grant date fair value for such PSUs at target.

  38. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding stock awards held by our NEOs, other than Mr. Keifer who did not hold any stock awards, as of December 31, 2023.

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Scott Bender | 3/11/2021 | 7,786(2) | $353,484 | | | | | 3/11/2022 | 12,290(3) | 586,568 | 19,380(5) | $879,852 | | | 3/10/2023 | 22,913(4) | 1,040,250 | 22,913(6) | 1,040,250 | | Joel Bender | 3/11/2021 | 7,786(2) | $353,484 | | | | | 3/11/2022 | 12,290(3) | 586,568 | 19,380(5) | $879,852 | | | 3/10/2023 | 22,913(4) | 1,040,250 | 22,913(6) | 1,040,250 | | Stephen Tadlock | 3/11/2021 | 3,130(2) | $142,102 | | | | | 3/11/2022 | 5,168(3) | 234,627 | 7,752(5) | $351,941 | | | 3/10/2023 | 13,748(4) | 624,159 | 13,748(6) | 624,159 | | | 3/10/2023 | 10,184(4) | 462,354 | | | | | 3/10/2023 | 81,467(7) | 3,698,602 | | | | Steven Bender | 3/11/2021 | 3,114(2) | $141,376 | | | | | 3/11/2022 | 5,168(3) | 234,627 | 7,752(5) | $351,941 | | | 3/10/2023 | 13,748(4) | 624,159 | 13,748(6) | 624,159 | | | 3/10/2023 | 81,467(7) | 3,698,602 | | | | William Marsh | 5/24/2022 | 10,939(8) | $496,631 | 8,204(5) | $372,462 | | | 3/10/2023 | 9,165(4) | 416,091 | 9,165(6) | 416,091 | | | 3/10/2023 | 10,184(4) | 462,354 | | |

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The market value of these units is based on $45.40 per share, the closing price of the Company’s Class A Common Stock on December 29, 2023, the last trading day of the fiscal year. (2) Reflects RSUs which vested on March 11, 2024. (3) Reflects RSUs which vest over two years in equal annual installments on March 11, 2024 and March 11, 2025. (4) Reflects RSUs which vest over three years in equal annual installments on March 10, 2024, March 10, 2025 and March 10, 2026. (5) Reflects PSUs which will vest on December 31, 2024 subject to the Company’s satisfaction of ROCE performance targets. (6) Reflects PSUs, which vest on December 31, 2025 subject to the Company’s satisfaction of ROCE performance targets. See “Compensation Discussion and Analysis—Elements of Compensation—2023 LTIP Awards.” (7) Reflects RSUs which cliff vest on March 10, 2027. (8) Reflects RSUs which vest over two years in equal annual installments on May 24, 2024 and May 24, 2025.

  41. Stock Vested

    Stock Vested The following table provides information for our NEOs (other than Mr. Keifer, who did not have any RSU or PSU awards vest in 2023) on the number of shares of Class A Common Stock acquired upon the vesting of RSU and PSU awards in 2023 and the value realized, in each case before payment of any applicable withholding tax.

  42. Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Pre-tax Value Realized on Vesting ($) | | Scott Bender | 79,264 | $3,507,126 | | Joel Bender | 79,264 | 3,507,126 | | Stephen Tadlock | 34,304 | 1,513,779 | | Steven Bender | 34,145 | 1,506,743 | | William Marsh | 5,470 | 193,966 |

  43. Stock Vested

    (1) Reflects shares received pursuant to RSU and PSU awards vesting in 2023. The value realized upon vesting of these awards represents the aggregate dollar amount realized by the NEO upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting dates. For Messrs. Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender, RSUs vested on March 11, 2023 and the closing price of the Class A Common Stock was $42.59 and PSUs vested on December 31, 2023 and the applicable closing price of the Class A Common Stock on the last trading day before such date (December 29, 2023) was $45.40. For Mr. Marsh, RSUs vested on May 24, 2023 and the closing price of the Class A Common Stock was $35.46.

  44. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits.

  45. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Each of our NEOs may be entitled to certain severance and other benefits upon a termination of employment under their respective award agreements and employment agreements, as described in further detail below. The description of the relevant terms of such award agreements and employment agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed.

  46. Quantification of Payments

    | | | Potential Payments Upon Termination and Change of Control | | | | | | | Executive Benefits and Payments Upon Separation | | Termination for Cause | Involuntary Termination without a Change of Control | Involuntary Termination with a Change of Control | Disability | Death | Change of Control (No Termination) | | Scott Bender | Compensation: | | | | | | | | | Cash Severance | $— | $450,000 | $450,000 | $225,000 | $37,500 | $— | | | Stock Awards(1) | — | 3,900,405(4) | 5,820,507 | 3,900,405 | 3,900,405 | 5,820,507 | | | Performance Cash Awards(2) | — | — | 448,035 | 448,035 | 448,035 | 448,035 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | 14,616 | 14,616 | 7,308 | 1,218 | — | | Total | | $— | $4,365,021 | $6,733,158 | $4,580,748 | $4,387,158 | $6,268,542 | | Joel Bender | Compensation: | | | | | | | | | Cash Severance | $— | $450,000 | $450,000 | $225,000 | $37,500 | $— | | | Stock Awards(1) | — | — | 5,820,507 | 3,900,405 | 3,900,405 | 5,820,507 | | | Performance Cash Awards(2) | — | — | 448,035 | 448,035 | 448,035 | 448,035 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | 14,616 | 14,616 | 7,308 | 1,218 | — | | Total | | $— | $464,616 | $6,733,158 | $4,580,748 | $4,387,158 | $6,268,542 | | Stephen Tadlock | Compensation: | | | | | | | | | Cash Severance | $— | $— | $225,000 | $— | $— | $— | | | Stock Awards(1) | — | — | 7,114,044 | 6,137,944 | 6,137,944 | 7,114,044 | | | Performance Cash Awards(2) | — | — | 358,428 | 358,428 | 358,428 | 358,428 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | — | — | — | — | — | | Total | | $— | $— | $7,697,472 | $6,496,372 | $6,496,372 | $7,472,472 | | Alan Keifer | Compensation: | | | | | | | | | Cash Severance | $— | $— | $— | $— | $— | $— | | | Stock Awards(1) | — | — | — | — | — | — | | | Performance Cash Awards(2) | — | — | 44,180 | 44,180 | 44,180 | 44,180 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | — | — | — | — | — | | Total | | $— | $— | $44,180 | $44,180 | $44,180 | $44,180 | | Steven Bender | Compensation: | | | | | | | | | Cash Severance | $— | $— | $— | $— | $— | $— | | | Stock Awards(1) | — | — | 6,650,964 | 5,674,864 | 5,674,864 | 6,650,964 | | | Performance Cash Awards(2) | — | — | 358,428 | 358,428 | 358,428 | 358,428 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | — | — | — | — | — | | Total | | $— | $— | $7,009,392 | $6,033,292 | $6,033,292 | $7,009,392 | | William Marsh | Compensation: | | | | | | | | | Cash Severance | $— | $— | $— | $— | $— | $— | | | Stock Awards(1) | — | — | 2,952,180 | 2,163,628 | 2,163,628 | 2,952,180 | | | Performance Cash Awards(2) | — | — | 336,026 | 336,026 | 336,026 | 336,026 | | | Benefits & Perquisites: | | | | | | | | | Health and Welfare Benefits(3) | — | — | — | — | — | — | | Total | | $— | $— | $3,288,206 | $2,499,654 | $2,499,654 | $3,288,206 |

  47. 2023 Chief Executive Officer Pay Ratio

    2023 Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (other than the Chief Executive Officer) and the annual total compensation of Scott Bender, our Chief Executive Officer. For 2023, our last completed fiscal year: •Scott Bender had total annual compensation of $2,871,666 as reflected in the Summary Compensation Table. ◦Our median employee’s annual total compensation was $98,835. ◦As a result, we estimate that Scott Bender’s 2023 annual total compensation was approximately 29 times that of our median employee. •To identify the median employee, we took the following steps: ◦We determined that, as of December 1, 2023, our employee population consisted of 1,640 individuals. This population consisted of our full-time and part-time employees (including both active employees and employees on leave as of December 1, 2023). ◦We selected December 1, 2023 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. ◦We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records. Compensation was annualized for employees that were not employed by us for all of 2023. ◦For our employees located outside of the United States, we obtained similar payroll records and converted such information into U.S. dollars using the year-end currency exchange rate. •To determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps: ◦After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. ◦With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table.

  48. Pay Versus Performance

    Pay Versus Performance

  49. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | In thousands | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income | Adjusted EBITDA | | 2023 | $2,871,666 | $2,328,935 | $3,272,334 | $3,721,264 | $132.28 | $115.10 | $214,840 | $398,065 | | 2022 | 3,052,475 | 4,343,372 | 2,037,769 | 2,931,606 | $146.45 | $112.94 | 145,122 | 227,925 | | 2021 | 2,031,846 | 3,713,542 | 1,358,309 | 2,045,335 | $110.98 | $69.94 | 67,470 | 120,355 | | 2020 | 1,655,662 | 2,367,716 | 1,067,903 | 1,289,806 | $75.96 | $57.92 | 59,215 | 121,022 |

  50. Pay Versus Performance

    (1) The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Scott Bender, in the Summary Compensation Table for the fiscal years presented. (2) The dollar amounts reported represent the amount of “compensation actually paid” or “CAP”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but do include the year-end value of equity awards granted during the reported year and the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. (3) For 2023, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A in this proxy statement. For 2022, reflects compensation information for Mr. Joel Bender, Mr. Tadlock, Mr. Steven Bender and Mr. William Marsh. For 2021 and 2020, reflects compensation information for Mr. Joel Bender, Mr. Tadlock, Mr. Steven Bender and Mr. David Isaac, our former General Counsel who was also an NEO in 2021 and 2020. (4) Reflects cumulative total shareholder return of the PHLX Oil Service Index for each applicable fiscal year calculated based on a fixed investment of $100 and assuming dividends are reinvested. The PHLX Oil Service Index is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Cactus’ Annual Report on Form 10-K for the year ended December 31, 2023. To better align with SEC guidance, the table reports the PHLX Oil Service Index “XOSX” value (rather than the “OSX” value reported in the proxy statement with respect to our 2023 annual meeting of stockholders) as this value assumes dividend reinvestment. This update is not a change in our peer group, but reflects an update to the way we calculate peer company total shareholder return. To calculate the amounts in the “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” columns in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation and the average of our NEOs’ other than our CEO’s “Total” compensation, in each case, as reported in the Summary Compensation Table:

  51. Pay Versus Performance

    | | As Reported in Summary Compensation Table(1) | | Equity Award Adjustments | | | | | | Year | Total | Stock Awards | Fair Value at Year End of Unvested RSUs and PSUs that were Granted in Current Year(2) | Increase/(Decrease) in Fair Value at End of Year of Unvested RSUs and PSUs from End of Prior Year(3) | Increase/(Decrease) in Fair Value at Vesting Date of RSUs and PSUs from End of Prior Year(4) | Fair Value as of Prior Year End of RSUs and PSUs Granted in Prior Year that Failed to Vest(5) | Total Compensation Actually Paid | | CEO | | | | | | | | | 2023 | $2,871,666 | $(1,951,730) | $2,080,500 | $(194,818) | $(476,683) | $— | $2,328,935 | | 2022 | 3,052,475 | (2,158,932) | 1,948,078 | 694,224 | 1,226,233 | (418,706) | 4,343,372 | | 2021 | 2,031,846 | (1,533,220) | 1,781,281 | 1,198,870 | 234,765 | — | 3,713,542 | | 2020 | 1,655,662 | (1,500,004) | 2,931,927 | (337,589) | (382,280) | — | 2,367,716 | | Non-CEO NEOs | | | | | | | | | 2023 | $3,272,334 | $(2,576,269) | $3,432,830 | $(110,944) | $(296,687) | $— | $3,721,264 | | 2022 | 2,037,769 | (1,279,169) | 1,185,885 | 327,583 | 823,993 | (164,455) | 2,931,606 | | 2021 | 1,358,309 | (824,882) | 958,359 | 565,614 | 175,583 | (187,648) | 2,045,335 | | 2020 | 1,067,903 | (807,012) | 1,577,409 | (259,659) | (288,835) | — | 1,289,806 |

  52. Pay Versus Performance

    (1) Reflects, for Mr. Scott Bender, the applicable amounts reported in the “Summary Compensation Table Total for CEO” column in the table above and the “Stock Awards” column in the Summary Compensation Table, and for the Non-CEO NEOs, the amounts reported in the “Average Summary Compensation Table Total for Non-CEO NEOs” column in the table above and the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table. (2) Reflects the fair value, with respect to Mr. Scott Bender, and the average of the fair value, with respect to the Non-CEO NEOs, as of the end of the covered year of RSUs and PSUs granted in the covered year that were outstanding and unvested (in whole or in part) as of the end of the covered year. (3) Reflects the change in fair value, with respect to Mr. Scott Bender, and the average of the change in fair value, with respect to the Non-CEO NEOs, from the end of the prior year to the end of the covered year of RSUs and PSUs granted in a prior year that remained outstanding and unvested (in whole or in part) as of the end of the covered year. (4) Reflects the change in fair value, with respect to Mr. Scott Bender, and the average of the change in fair value, with respect to the Non-CEO NEOs, from December 31 of the prior fiscal year to the vesting date in the covered year, when such awards were granted in a prior year. (5) Reflects the fair value, with respect to Mr. Scott Bender, and the average of the fair value, with respect to the Non-CEO NEOs, in each case, as of the end of the prior year of awards granted in a prior fiscal year that failed to meet the applicable vesting conditions during the covered year.

  53. Financial Performance Measure Used by the Company to Link Compensation Actually Paid to the NEOs for the Most Recently Completed Fiscal Year

    Financial Performance Measure Used by the Company to Link Compensation Actually Paid to the NEOs for the Most Recently Completed Fiscal Year The following table identifies the three most important financial performance measures used by our Compensation Committee to link the “compensation actually paid” to our CEO and other NEOs in 2023, calculated in accordance with SEC regulations, to company performance. The role of each of these performance measures on our NEO’s compensation is discussed in the CD&A above.

  54. Financial Performance Measure Used by the Company to Link Compensation Actually Paid to the NEOs for the Most Recently Completed Fiscal Year

    | Financial Performance Measures | | Adjusted EBITDA | | OCE/revenue | | ROCE |

  55. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Pursuant to our non-employee director compensation program, in 2023, each non-employee director received the following compensation for his or her service on our Board: •a cash retainer of $80,000 per year, payable quarterly in arrears; •an additional cash retainer of $20,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Audit Committee and an additional cash retainer of $10,000 per year for each other member of our Audit Committee; •an additional cash retainer of $10,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Compensation Committee and an additional cash retainer of $5,000 per year for each other member of our Compensation Committee; •an additional cash retainer of $10,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Nominating and Governance Committee and an additional $5,000 per year for each other member of our Nominating and Governance Committee; and •annual equity‑based compensation with an aggregate grant date value of $100,000. In addition, a cash retainer of $20,000 per year is payable to a non‑employee Chairman of the Board quarterly in arrears. Each director is reimbursed for out‑of‑pocket expenses incurred in connection with attending board and committee meetings. In August 2023, the non-employee director compensation program was amended to provide that, beginning January 1, 2024, the annual cash retainer and equity-based compensation paid to each non-employee director for service on the Board would be increased to $94,000 and $141,000, respectively. Messrs. Scott and Joel Bender, as employees of the Company, do not receive compensation for their services as directors in addition to their employee compensation described above. The table below reflects the compensation provided during 2023 to each member of our Board who was not employed by the Company.

  56. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Bruce Rothstein | $91,740 | $86,756 | $178,496 | | Melissa Law | 95,000 | 86,756 | 181,756 | | Michael McGovern | 100,000 | 86,756 | 186,756 | | John (Andy) O’Donnell | 100,000 | 86,756 | 186,756 | | Gary L. Rosenthal | 95,000 | 86,756 | 181,756 | | Alan Semple | 105,000 | 86,756 | 191,756 | | Tym Tombar | 95,000 | 86,756 | 181,756 |

  57. DIRECTOR COMPENSATION

    (1) The amounts shown in this column reflect cash fees earned by each director during 2023 and does not reflect any reimbursements for expenses incurred while attending board or committee meetings. (2) Amounts reported in this column represent the grant date fair market value determined in accordance with FASB ASC Topic 718 of restricted stock units granted during 2023 (granted on March 10, 2023). Consistent with the director compensation program described above, on March 10, 2023, the Compensation Committee made grants of 2,037 restricted stock units at a fair value of $42.59 per share to each of our non-employee directors. These awards of restricted stock units will vest in full on the first anniversary of the date of grant and are subject to forfeiture pursuant to the terms of the notice of grant and award agreement under which they were granted as well as the terms of the LTIP on that date. As of December 31, 2023, the aggregate number of unvested restricted stock unit awards held by non-employee directors were as follows:

  58. DIRECTOR COMPENSATION

    | Name | Stock Awards (#)(1) | | Bruce Rothstein | 2,037 | | Melissa Law | 2,037 | | Michael McGovern | 2,037 | | John (Andy) O’Donnell | 2,037 | | Gary L. Rosenthal | 2,037 | | Alan Semple | 2,037 | | Tym Tombar | 2,037 |

  59. DIRECTOR COMPENSATION

    (1) RSUs vested on March 10, 2024.