whd-20240328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

Cactus, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Cactus, Inc.

920 Memorial City Way, Suite 300

Houston, Texas 77024

(713) 626-8800

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Cactus, Inc.:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Cactus, Inc. (the “Company”) will be held at the Company’s corporate headquarters at 920 Memorial City Way, Suite 300, Houston, Texas 77024, on May 14, 2024 at 9:00 a.m. Central Time. The Annual Meeting is being held for the following purposes:

1.To elect to the Company’s Board of Directors (the “Board”) the three Class I directors set forth in the accompanying Proxy Statement, each of whom will hold office until the 2027 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal;

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.To approve amendments to the Company’s Amended and Restated Certificate of Incorporation (the “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 and to make certain non-substantive changes related thereto;

4.To (i) approve amendments to the Charter to (a) change the required vote of stockholders to amend, alter or repeal any provision of the Company’s Bylaws from not less than 66 2/3% in voting power to not less than a majority in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, and (b) change the required vote of stockholders to amend, alter or repeal any provisions of the Charter, from at least 66 2/3% in voting power to at least a majority in voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class; and (ii) approve amendments to the Company’s Bylaws to remove a requirement that certain Bylaws may only be amended, altered or repealed upon the affirmative vote of at least 66 2/3% of the shares of the Company entitled to vote thereon, each of clause (i) and (ii) above, to take effect at the commencement of the 2026 annual meeting of stockholders;

5.To approve amendments to Article Ninth of the Charter to limit the liability of certain of the Company’s officers in specific circumstances, as permitted by Delaware law;

6.To approve amendments to (i) the Charter to delete, in its entirety, Article Tenth regarding the Company’s waiver of business opportunities presented to a former sponsor of the Company, Cadent Energy Partners II, L.P. and its affiliates (the “Sponsor”) and certain other parties, (ii) delete all references in the Charter and the Company’s Bylaws to the Stockholders’ Agreement with the Sponsor and Cactus WH Enterprises, LLC, which has terminated by its terms, and (iii) make non-substantive

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clean-up changes to the Charter to reflect the Company’s previously announced internal reorganization in which Cactus Companies, LLC acquired all of the outstanding units representing ownership interests in Cactus Wellhead, LLC;

7.To approve an amendment to the Charter to delete the Company’s waiver of Section 203 of the Delaware General Corporation Law (“DGCL”) and expressly provide that the Company elects to be governed by Section 203 of the DGCL;

8.To approve certain amendments to the Charter to require that the federal district courts of the United States of America be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America, to make certain clarifications related to the existing selection of the Court of Chancery of the State of Delaware as the exclusive forum for certain causes of action and provide that if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located in Delaware would be the forum; and

9.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Holders of record of the Company’s Class A common stock (NYSE: WHD) and Class B common stock (together, the “Common Stock”) at the close of business on March 20, 2024, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. These holders will vote together as a single class on each proposal.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares of Common Stock you own, will aid us in reducing the expense of any further proxy solicitation in connection with the Annual Meeting. We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

If your shares are held in “street name,” that is, your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee, as your record holder, that must be followed for your record holder to vote your shares of Common Stock per your instructions. Internet voting will also be offered to stockholders holding shares of Common Stock in street name.

We urge you to review the enclosed proxy materials carefully and to submit your proxy or voting instructions as soon as possible so that your Common Stock will be represented at the Annual Meeting.


			By Order of the Board of Directors,

			William Marsh Executive Vice President, General Counsel and Corporate Secretary

Houston, Texas

March 28, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2024: THE NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS, THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE AT www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 2, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date.

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ABOUT THE ANNUAL MEETING			1
PROPOSAL ONE: ELECTION OF DIRECTORS			6
DIRECTORS AND EXECUTIVE OFFICERS			7
COMPENSATION COMMITTEE REPORT			11
COMPENSATION DISCUSSION AND ANALYSIS			12
DIRECTOR COMPENSATION			38
CORPORATE GOVERNANCE			40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46
TRANSACTIONS WITH RELATED PERSONS			50
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			59
AUDIT COMMITTEE REPORT			61
PROPOSAL THREE: AMENDMENT OF THE COMPANY’S CHARTER TO DECLASSIFY THE BOARD			62
PROPOSAL FOUR: AMENDMENT OF THE COMPANY’S CHARTER AND BYLAWS TO REMOVE THE SUP E RMAJORITY VOTING REQUIREMENT			64
PROPOSAL FIVE: AMENDMENT OF THE COMPANY’S CHARTER TO ADD OFFICER EXCULPATION PROVISION			66
PROPOSAL SIX: AMENDMENT OF THE COMPANY’S CHARTER AND BYLAWS TO DELETE THE WAIVER OF BUSINESS OPPORTUNITY AND ELIMINATE PROVISIONS THAT ARE INOPERATIVE OR NO LONGER IN EFFECT			68
PROPOSAL SEVEN: AMENDMENT OF THE COMPANY’S CHARTER TO DELETE THE WAIVER OF SECTION 203 OF THE DGCL			70
PROPOSAL EIGHT: AMENDMENT OF THE COMPANY’S CHARTER TO AMEND THE FORUM SELECTION PROVISION			73
STOCKHOLDER PROPOSALS; IDENTIFICATION OF DIRECTOR CANDIDATES			75
SOLICITATION OF PROXIES			76
STOCKHOLDER LIST			76
ADDITIONAL INFORMATION			76
OTHER MATTERS			77
DIRECTIONS TO ANNUAL MEETING			77
APPENDIX A: Proposed Amendments to the Company’s Charter			78
APPENDIX B: Proposed Amendments to the Company’s Bylaws			86

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Cactus, Inc.

920 Memorial City Way, Suite 300

Houston, Texas 77024

(713) 626-8800

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors (the “Board”) of Cactus, Inc. (the “Company”) is soliciting and requests your proxy for the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) that will be held on May 14, 2024 at 9:00 a.m. Central Time at the Company’s corporate headquarters at 920 Memorial City Way, Suite 300, Houston, Texas 77024. By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting. We are soliciting proxies from holders of our Class A common stock, par value $0.01 per share (“Class A Common Stock”) and our Class B common stock, par value $0.01 per share (“Class B Common Stock”). We refer to our Class A Common Stock and our Class B Common Stock together as our “Common Stock.”

We are a holding company that was incorporated as a Delaware corporation on February 17, 2017 for the purpose of, among other things, facilitating the Company’s initial public offering (our “IPO”). Our IPO closed on February 12, 2018. We are the sole managing member of Cactus Companies LLC (“Cactus Companies”). In this proxy statement (“Proxy Statement”), the terms “the Company,” “we,” “us,” “our” and similar terms refer to the Company and its consolidated subsidiaries, including Cactus Companies LLC (“Cactus Companies”), unless the context indicates otherwise.

ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

The purpose of the Annual Meeting is for our stockholders to consider and act upon the proposals described in this Proxy Statement and any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Notice and Access of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the internet instead of mailing printed copies of those materials to each stockholder. We have elected, in accordance with the Securities and Exchange Commission’s (the “SEC”) “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders and to post our proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (collectively, the “proxy materials”) electronically. By doing so, we save costs and reduce the environmental impact of the Annual Meeting. The Notice is first being mailed to our stockholders on or about April 2, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date. The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future Notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee may also sign up for electronic delivery at www.proxyvote.com. In addition, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the Notices and proxy

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materials at any time by dialing 1-800-579-1639. Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

Proposals to be Voted Upon at the Annual Meeting

At the Annual Meeting, our stockholders will be asked to consider and vote upon the following three proposals:

•Proposal ONE: To elect to the Board the three Class I directors set forth in this Proxy Statement, each of whom will hold office until our 2027 Annual Meeting of Stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal;

•Proposal TWO: To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

•Proposal THREE: To approve amendments to the Company’s Amended and Restated Certificate of Incorporation (the “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 and to make certain non-substantive changes related thereto (the “Declassification Amendment”);

•Proposal FOUR: To (i) approve amendments to the Charter to (a) change the required vote of stockholders to amend, alter or repeal any provision of the Company’s Bylaws from not less than 66 2/3% in voting power to not less than a majority in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, and (b) change the required vote of stockholders to amend, alter or repeal any provisions of the Charter, from at least 66 2/3% in voting power to at least a majority in voting power of the outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class; and (ii) approve amendments to the Company’s Bylaws to remove a requirement that certain Bylaws may only be amended, altered or repealed upon the affirmative vote of at least 66 2/3% of the shares of the Company entitled to vote thereon, each of clause (i) and (ii) above, to take effect at the commencement of the 2026 annual meeting of stockholders (the “Majority Vote Amendment”);

•Proposal FIVE: To approve amendments to Article Ninth of the Charter to limit the liability of certain of the Company’s officers in specific circumstances, as permitted by Delaware law (the “Officer Exculpation Amendment”);

•Proposal SIX: To approve amendments to (i) the Charter to delete, in its entirety, Article Tenth regarding the Company's waiver of business opportunities presented to a former sponsor of the Company, Cadent Energy Partners II, L.P. and its affiliates (the “Sponsor”) and certain other parties, (ii) delete all references in the Charter and the Company’s Bylaws to the Stockholders’ Agreement with the Sponsor and Cactus WH Enterprises, LLC, which has terminated by its terms, and (iii) make non-substantive clean-up changes to the Charter to reflect the Company’s previously announced internal reorganization in which Cactus Companies, LLC acquired all of the outstanding units representing ownership interests in Cactus Wellhead, LLC (the “Business Opportunity Amendment”);

•Proposal SEVEN: To approve an amendment to the Charter to delete the Company’s waiver of Section 203 of the Delaware General Corporation Law (“DGCL”) and expressly provide that the Company elects to be governed by Section 203 of the DGCL (the “Section 203 Amendment”); and

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•Proposal EIGHT: To approve certain amendments to the Charter to require that the federal district courts of the United States of America be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America, to make certain clarifications related to the existing selection of the Court of Chancery of the State of Delaware as the exclusive forum for certain causes of action and provide that if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located in Delaware would be the forum (“Forum Selection Amendment”).

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. Management is not presently aware of any other business that might come before the Annual Meeting.

Recommendation of the Board

The Board has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the election to the Board of each of the director nominees (“Proposal ONE”); FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal TWO”); FOR the Declassification Amendment (“Proposal THREE”); FOR the Majority Vote Amendment (“Proposal FOUR”); FOR the Officer Exculpation Amendment (“Proposal FIVE”); FOR the Business Opportunity Amendment (“Proposal SIX”); FOR the Section 203 Amendment (“Proposal SEVEN”); and FOR the Forum Selection Amendment (“Proposal EIGHT”).

Who May Vote

Our Class A Common Stock and Class B Common Stock are the only classes of securities that entitle holders to vote generally at meetings of the Company’s stockholders. Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters presented at the Annual Meeting. Each share of Common Stock outstanding at the close of business on March 20, 2024 (the “Record Date”) entitles the holder to one vote at the Annual Meeting. On the Record Date, there were 65,518,468 shares of Class A Common Stock outstanding held by two stockholders of record and 14,033,979 shares of Class B Common Stock outstanding held by five stockholders of record (which amounts of stockholders do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting at the Annual Meeting

If on the Record Date you hold shares of our Common Stock that are represented by stock certificates or registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote in person at the Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting in person, you may vote by Internet or telephone by following the instructions on the Notice. Alternatively, if you received a paper copy of the proxy materials by mail, you may give a proxy by completing and returning the proxy card by mail. In order to vote through the Internet or by telephone, you should have your Notice or proxy card available, so you can input the required information from the Notice or the proxy card. When you log onto the Internet website address, you will receive instructions on how to vote your shares.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by way of the Internet or telephone or by completing and returning any proxy card you received. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of the Board stated in this Proxy Statement.

Any proxy given pursuant to this solicitation may be revoked by the person submitting such proxy at any time before its use by (1) delivering a written notice of revocation addressed to Cactus, Inc., Attn: General Counsel, 920 Memorial City Way, Suite 300, Houston, Texas 77024, (2) voting again by Internet or telephone, (3) completing

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and returning a proxy card bearing a later date or (4) attending the Annual Meeting and voting in person. Your last vote or proxy will be the vote or proxy that is counted. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request.

If on the Record Date you hold shares of our Common Stock in an account with a brokerage firm, bank or other nominee, then you are a beneficial owner of the shares and hold such shares in “street name,” and these proxy materials will be provided to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account with them, and the nominee has enclosed or provided voting instructions for you to use in directing it how to vote your shares. The nominee that holds your shares, however, is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you bring to the Annual Meeting a legal proxy from your broker, bank or other nominee confirming your beneficial ownership of the shares. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the voting instructions provided to you to ensure that your vote is counted.

If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your shares, your shares may constitute “broker non-votes.” Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. We will report the final results in a Current Report on Form 8-K that we will file with the SEC after the Annual Meeting.

Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, these proxy materials, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Notice. You should vote in accordance with all Notices and sets of proxy materials you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Quorum Requirement for the Annual Meeting

The presence at the Annual Meeting, whether in person or by valid proxy, of the persons holding a majority of shares of Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. On the Record Date, there were 65,518,468 shares of Class A Common Stock outstanding and 14,033,979 shares of Class B Common Stock outstanding. Abstentions (i.e., if you or your broker marks “ABSTAIN” on a proxy) and broker non-votes will be considered to be shares present at the Annual Meeting for purposes of establishing a quorum.

Broker Non-Votes

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on Proposal TWO, the ratification of our independent registered public accounting firm, for beneficial owners who have not provided voting instructions. However, without voting instructions from the beneficial owners, brokers cannot vote on “non-routine” proposals, including all of the proposals other than Proposal TWO.

Required Votes

Proposal ONE – Election of Directors. Each director will be elected by the affirmative vote of the plurality of the votes validly cast by holders of shares entitled to vote on the election of directors at the Annual Meeting. Since this is an Uncontested Election (as defined Company’s Bylaws”) if the number of shares voted “for”

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an incumbent director nominee does not exceed the number of “withhold” votes received by such director nominee, such director shall be deemed to have tendered his or her resignation to the Board for consideration following the certification of the election results. The Nominating and Governance Committee of the Company shall consider such resignation and make a recommendation to the Board on whether to accept or reject such director’s resignation or whether other action should be taken. The Board shall then consider each such tendered resignation and act on each, taking into account its fiduciary duties to the Company and the stockholders. Within 90 days from the date of the certification of the election results, the Company shall publicly disclose the decision of the Board, and, if applicable, the Board’s reason for rejecting any such tendered resignation(s).

Withheld votes and broker non-votes are not taken into account in determining the outcome of the election of directors.

Proposal TWO – Ratification of our Independent Registered Public Accounting Firm. Approval of the proposal to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to be voted on the matter at the Annual Meeting. Broker non-votes are not taken into account in determining the outcome of this proposal, and abstentions will have the effect of a vote against this proposal.

Proposals THREE through EIGHT – Charter and Bylaws Amendments. Approval of each of the Declassification Amendment, Majority Vote Amendment, Officer Exculpation Amendment, Business Opportunity Amendment, Section 203 Amendment and Forum Selection Amendment requires the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of Common Stock entitled to vote on the matter, voting together as a single class. Abstentions and broker non-votes, if any, will have the same effect as a vote against the proposal.

No proposal is contingent on the adoption of any other proposal, except the adoption of Proposal FOUR, the Majority Vote Amendment, is contingent on the approval of Proposal THREE, the Declassification Amendment. If the Declassification Amendment is not approved, the Majority Vote Amendment will not be deemed adopted and will not be implemented even if the Majority Vote Amendment is approved.

Default Voting

A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted “FOR” the election to the Board of each of the director nominees listed in Proposal ONE, “FOR” Proposal TWO, “FOR” Proposal THREE, “FOR” Proposal FOUR, “FOR” Proposal

FIVE, “FOR” Proposal SIX, “FOR” Proposal SEVEN, and “FOR” Proposal EIGHT.

If any other business properly comes before the stockholders for a vote at the meeting, your shares will be voted in accordance with the discretion of the holders of the proxy.

Other Matters to Be Voted on at the Annual Meeting

The Board is not currently aware of any business to be acted on at the Annual Meeting other than that which is described in the Notice of 2024 Annual Meeting of Stockholders and this Proxy Statement. If, however, other matters are properly brought to a vote at the Annual Meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or postpone the Annual Meeting, the persons designated as proxies will have discretion to vote on that proposal.

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PROPOSAL ONE:

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.

Vote Required

The election of directors in this Proposal ONE requires the affirmative vote of a plurality of the votes validly cast on the election of directors. Since this is an Uncontested Election (as defined Company’s Bylaws”) if the number of shares voted “for” an incumbent director nominee does not exceed the number of “withhold” votes received by such director nominee, such director shall be deemed to have tendered his or her resignation to the Board for consideration following the certification of the election results. The Nominating and Governance Committee of the Company shall consider such resignation and make a recommendation to the Board on whether to accept or reject such director’s resignation or whether other action should be taken. The Board shall then consider each such tendered resignation and act on each, taking into account its fiduciary duties to the Company and the stockholders. Within 90 days from the date of the certification of the election results, the Company shall publicly disclose the decision of the Board, and, if applicable, the Board’s reason for rejecting any such tendered resignation(s).

Neither abstentions, withheld votes nor broker non-votes will have any effect on the outcome of the election of directors.

Recommendation

The Board unanimously recommends that stockholders vote FOR the election to the Board of each of the director nominees.

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DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are:

Name

Age

Title

Scott Bender

Chief Executive Officer, Chairman of the Board of Directors, and Director

Joel Bender

President and Director

Melissa Law

Director, Audit Committee member and Compensation Committee member

Michael McGovern

Director, Compensation Committee Chairman and Audit Committee member

John (Andy) O’Donnell

Director, Audit Committee member, Compensation Committee member and Nominating and Governance Committee member

Gary Rosenthal

Lead Independent Director of the Board, Nominating and Governance Committee Chairman and Compensation Committee member

Bruce Rothstein

Director

Alan Semple

Director, Audit Committee Chairman and Nominating and Governance Committee member

Tym Tombar

Director, Audit Committee member and Compensation Committee member

Steven Bender

Chief Operating Officer

Alan Keifer

Interim Chief Financial Officer

William Marsh

Executive Vice President, General Counsel and Corporate Secretary

Stephen Tadlock

Executive Vice President, Chief Executive Officer of the Spoolable Technologies segment and Treasurer

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.

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

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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

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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

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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.

Our Executive Officers

Steven Bender—Chief Operating Officer. Steven Bender has been our Chief Operating Officer since August 2023. He served as our Vice President of Operations from 2011 to August 2023. From 2005 to 2011, Mr. Bender served as Rental Business Manager of Wood Group Pressure Control. Mr. Bender graduated from Rice University in 2005 with a Bachelor of Arts in English and Hispanic Studies and the University of Texas at Austin in 2010 with a Master of Business Administration. Mr. Bender is the son of Scott Bender, our Chief Executive Officer, Chairman of the Board of Directors and one of our directors and the nephew of Joel Bender, our President and one of our directors.

Alan Keifer – Interim Chief Financial Officer. Alan Keifer has been our interim Chief Financial Officer since November 2023. Mr. Keifer provided financial reporting and accounting consulting services to the Company from February 2018 until November 2023. He previously held various positions of increasing responsibility at Baker Hughes, Inc., where he served as Vice President, Controller and Chief Accounting Officer from July 1999 to August 2016. Prior to that, he held various finance and accounting roles within Baker Hughes. Mr. Keifer was employed by Ernst and Young prior to joining Baker Hughes in 1990. Mr. Keifer obtained a Bachelor of Business Administration with a major in accounting and a minor in finance in 1977 from The University of Iowa.

William Marsh—Executive Vice President, General Counsel and Corporate Secretary. Mr. Marsh was appointed Executive Vice President and General Counsel in August 2023. Prior to that he served as General Counsel and Vice President of Administration from May 2022, when he joined the Company, until August 2023. Mr. Marsh was previously of counsel with the law firm of Bracewell LLP representing clients in a variety of corporate matters. From 2017 until 2020 he was the Chief Legal Officer of Baker Hughes Company. He served as the Vice President and General Counsel of Baker Hughes Incorporated from 2013 to 2017. Prior to that, he held various executive, legal and corporate roles within Baker Hughes Incorporated. Mr. Marsh was a partner with the law firm of Ballard Spahr prior to joining Baker Hughes in 1998. From March 2015 to March 2017, he served as a member of the Board of Directors of Altabank (NASDQ: ALTA). He has served as a member of the Board of Directors of the Houston World Affairs Council and the Advisory Board of the University of Houston Center for US and Mexican Law. Mr. Marsh obtained a Bachelor of Science in Accounting in 1985 and a Juris Doctor in 1989 from Brigham Young University.

Stephen Tadlock—Executive Vice President, Chief Executive Officer of the Spoolable Technologies segment, and Treasurer. Mr. Tadlock has been our Executive Vice President, the Chief Executive Officer of our Spoolable Technologies segment and our Treasurer since November 2023. Prior to that he served as our Vice President, Chief Financial Officer and Treasurer from March 2019 until November 2023. He served as our Vice President and Chief Administrative Officer from March 2018 until March 2019 and joined our company in June 2017 as our Vice President of Corporate Services. Mr. Tadlock previously worked at Cadent Energy Partners from 2007 to 2017, where he most recently served as a Partner from 2014 to 2017. While at Cadent Energy Partners, Mr. Tadlock managed investments across all energy sectors and worked with Cactus LLC since its founding in 2011 as a board observer. Prior to joining Cadent Energy Partners, Mr. Tadlock was a consultant to Cairn Capital, a London based asset management firm. Previously he was associate to the CEO of SoundView, a publicly traded investment bank in Old Greenwich, Connecticut. Mr. Tadlock began his career as an analyst at UBS Investment Bank in New York, New York. Mr. Tadlock served as a director and chairman of Polyflow Holdings, LLC until his resignation in 2018. Mr. Tadlock also served as a director of Composite Energy Services, LLC and Energy Services Holdings, LLC until his respective resignations in 2017. Mr. Tadlock graduated from Princeton University in 2001 with a Bachelor of Science in Engineering in Operations Research and from the Wharton School at the University of Pennsylvania in 2007 with a Master of Business in Administration.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”) with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board that such Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2024 annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.


			Compensation Committee of the Board of Directors of Cactus, Inc.
			Michael McGovern, Chairman Melissa Law, Member John (Andy) O’Donnell, Member Gary Rosenthal, Member Tym Tombar, Member

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers (collectively our named executive officers or “NEOs”) during the last completed fiscal year and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion. Throughout this discussion, the following individuals are referred to as our NEOs and are included in the Summary Compensation Table which follows:


Name						Position
Scott Bender(1)						Chief Executive Officer and Chairman of the Board
Joel Bender(1)						President and Director
Stephen Tadlock(2)						Executive Vice President and Treasurer. Chief Executive Officer of the Spoolable Technologies Segment, Former Chief Financial Officer
Alan Keifer(3)						Interim Chief Financial Officer
Steven Bender(1)						Chief Operating Officer
William Marsh(1)						Executive Vice President, General Counsel and Secretary

(1) On August 1, 2023, certain of our NEOs were appointed to new positions as follows:

•Mr. Scott Bender, who had served as our President, Chief Executive officer and as a member of our Board, was appointed as Chairman of the Board and was replaced by Mr. Joel Bender as President. Mr. Scott Bender still serves as our Chief Executive Officer;

•Mr. Joel Bender, who had served as our Senior Vice President, Chief Operating Officer and as a member of our Board, replaced Mr. Scott Bender as President of the Company and was replaced by Mr. Steven Bender as Chief Operating Officer of the Company. Mr. Joel Bender still serves as a member of our Board;

•Mr. Steven Bender, who had served as our Vice President of Operations, was appointed as Chief Operating Officer of the Company; and

•Mr. Marsh, who had served as our General Counsel, Vice President of Administration and Secretary, was appointed as our Executive Vice President and no longer serves as our Vice President of Administration. Mr. Marsh still serves as our General Counsel and Secretary.

(2) On October 18, 2023, Stephen Tadlock was appointed Executive Vice President and Chief Executive Officer of our Spoolable Technologies segment. Until Alan Keifer’s appointment as Interim Chief Financial Officer (as discussed below) effective November 13, 2023, Mr. Tadlock continued to serve as our Chief Financial Officer. Mr. Tadlock remains our Executive Vice President and Treasurer.

(3) Effective November 13, 2023, Alan Keifer was appointed our Interim Chief Financial Officer.

Executive Compensation Philosophy and Objectives

The core principle of our executive compensation philosophy is to pay for performance that is aligned with our business strategy and drives growth in shareholder value over the short and long term. Accordingly, a significant portion of the compensation that we pay to our NEOs is in the form of variable, “at-risk” cash and equity incentives. The following compensation objectives are considered in setting the compensation components for our executive officers:

•Attraction and retention: providing compensation opportunities that reflect competitive market practices so that we can attract and retain key executives responsible not only for our continued growth

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and profitability, but also for ensuring proper corporate governance while carrying out the goals and plans of the Company;

•Paying for performance: linking a significant portion of compensation to variable, “at-risk” incentive compensation with realized values dependent upon financial, operational, and stock price performance to ensure that compensation earned by our NEOs reflects our performance; and

•Shareholder alignment: providing a balance of short-term and long-term incentive opportunities with a majority of NEO compensation in the form of equity in order to ensure alignment of interests between our NEOs and our shareholders, and to promote an ownership culture among our executive officers.

Our compensation philosophy is supported by the following pay elements:

Grounding Principles

Element

Key Characteristic

Attraction & Retention

Pay for Performance

Shareholder Alignment

Base Salary

• Annual fixed cash compensation

• Critical factor in attracting and retaining qualified talent

Short-term Incentives (STI)

• Annual variable cash award

• Awards are tied to achievement of key financial and safety objectives

Long-term Incentives (LTI)

• Provided in the form of performance-based and time-based equity

• Promotes alignment with shareholders by tying a majority of NEO compensation to creation of long-term value and by encouraging NEOs to build meaningful equity ownership

Target Pay Mix

The charts below show the target mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2023. These charts illustrate that a majority of NEO total direct compensation is at-risk (84% for our Chief Executive Officer and an average of 76%(1) for our other NEOs).

(1) Because Mr. Keifer commenced employment in November 2023, Mr. Keifer’s total direct compensation has been annualized for inclusion in the “Other NEOs” chart.

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Compensation Program Governance

We have worked extensively and deliberately to develop a thoughtful, fair, and effective executive compensation program that helps us to deliver long-term sustainable growth to our shareholders. The following chart highlights several features of our compensation practices that are intended to meet our objectives:

What We Do

What We Don’t Do

Significant majority of pay at risk

No excessive perquisites

50% of NEO LTI value performance-based

No guaranteed bonuses

Focus on return of capital

No excise tax gross-ups

Balance of short-term and long-term incentives

No hedging, pledging and short sales by insiders

Clawback policy for NEOs that applies to cash and equity incentives

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

Say-on-Pay and Say-on-Frequency

At our 2019 Annual Meeting, we held a “say-on-frequency” vote, pursuant to which a plurality of our stockholders expressed their preference for an advisory vote on executive compensation (a “say-on-pay vote”) occurring every three years, and we have implemented their recommendation. Our last say-on-pay vote occurred at our Annual Meeting in 2022. Our Board currently plans to hold another say-on-frequency vote at the 2025 Annual Meeting.

Our Compensation Committee values the opinions of our shareholders regarding NEO compensation. The Compensation Committee welcomes feedback from shareholders on the topic of executive compensation and is open to dialogue with shareholders on the topic. At the 2022 Annual Meeting, we held a say-on-pay vote, pursuant to which our stockholders expressed their support regarding our executive compensation program, with approximately 95% of the shares of our Class A Common Stock and Class B Common Stock present or represented by proxy at the 2022 Annual Meeting and entitled to be voted on the matter voting to approve the compensation of our NEOs. In reviewing our program, our Compensation Committee considered the results of the 2022 say-on-pay vote and the support expressed by stockholders in their overall assessment of our programs. Our Compensation Committee elected to apply similar principles in determining the types and amounts of compensation to be paid to our NEOs for 2023. We will conduct our next say-on-pay vote at the 2025 Annual Meeting.

How We Make Compensation Decisions

Role of the Compensation Committee

The Compensation Committee has the responsibility for reviewing and approving the compensation policies, programs, and plans for our senior officers (including our NEOs) and our non-employee directors. The Compensation Committee’s responsibilities include administering our Management Incentive Plan (“MIP”), which provides for annual cash incentive opportunities, and our long-term incentive plan (the “LTIP”), which provides for the grant of equity-based awards. In addition, the Compensation Committee regularly reviews current best compensation and governance practices to ensure that our executive compensation program is consistent with recent developments and market practice. In overseeing the compensation of our directors and officers, our Compensation Committee considers various analyses and perspectives provided by its independent compensation consultant and by Company management. Subject to Board approval in certain circumstances, the Compensation Committee has the

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sole authority to make final decisions with respect to our executive compensation program, and the Compensation Committee is under no obligation to use the input of other parties. For more detailed information regarding the Compensation Committee, please refer to the Compensation Committee Charter, which may be accessed via our website at www.cactuswhd.com by selecting “Investors,” “Corporate Governance” and then “Governance Documents.”

Role of Executive Officers in Compensation Decisions

With respect to the compensation of the NEOs other than our Chief Executive Officer, the Compensation Committee considers the recommendations of our Chief Executive Officer and each NEO’s individual performance. In light of our NEOs’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation Committee requests that our CEO provide the initial recommendations on the appropriate goals for the qualitative and quantitative performance metrics used in our short-term cash incentive program. However, the Committee is under no obligation to follow those recommendations, and only Compensation Committee members are allowed to vote on decisions regarding NEO compensation.

The Compensation Committee may invite any NEO to attend Compensation Committee meetings to report on the Company’s progress with respect to the annual quantitative and qualitative performance metrics, but any such officer is excluded from any decisions or discussions regarding his individual compensation. 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.

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.

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.

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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:


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

Elements of Compensation

Base Salary

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive. The Compensation Committee reviews each executive’s base salary annually. Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge. The Compensation Committee also considers compensation data from peer group companies and other similarly sized companies in businesses comparable to the Company’s, the Company’s and the executive’s performance, and any significant changes in the executive’s responsibilities. The Compensation Committee considers all of these factors together plus overall industry conditions.

In January 2023, the Compensation Committee increased the salaries for our NEOs in recognition of their contributions to the Company. The following table details our NEOs’ base salaries for 2022 and 2023 as well as their recently approved base salaries for 2024.


Name	2022 Base Salary		2023 Base Salary		2024 Base Salary
Scott Bender	$	400,000	$	450,000	$	450,000
Joel Bender	400,000		450,000		450,000
Stephen Tadlock	400,000		450,000		450,000
Steven Bender	400,000		450,000		450,000
William Marsh	400,000		450,000		450,000

While Mr. Keifer serves as our Interim Chief Financial Officer, he will receive an annualized base salary of $405,000.

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

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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.


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

(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

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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.


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

(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.”


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


	TRIR	Payout
Threshold	1.20	0%
Target	1.00	100%

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:


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

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

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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:


	($ 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%


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%

(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.

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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.


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

(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:

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%

(1) The PSUs cliff vest upon the conclusion of the three-year performance period based on the ROCE performance.

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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%.

Other Compensation Practices and Policies

Stock Ownership Guidelines

Our Stock Ownership Guidelines establish stock ownership thresholds for our NEOs and non-employee directors as follows:


Position						Required Level of Ownership
Chief Executive Officer						6 times base salary
Other NEOs						2 times base salary
Non-Employee Directors						3 times annual cash retainer for Board service(1)

(1) Effective January 1, 2024, our non-employee directors will be required to establish a stock ownership threshold of 4 times their annual cash retainer for Board service.

Stock ownership levels must be achieved by each NEO or non-employee director within five years of becoming subject to the guidelines, or within five years of any material change to the guideline level of ownership. As of March 28, 2024, each of our NEOs, other than Mr. Keifer who joined the Company in November 2023, and non-employee directors met or exceeded the ownership expectations under the guidelines.

Clawback Policy

We adopted a policy for the recovery of erroneously awarded compensation (the “Clawback Policy”) in compliance with the new rules adopted by the Securities and Exchange Commission and the New York Stock Exchange. The Clawback Policy provides that in the event of certain restatements of our financial statements, the result of which is that certain incentive-based compensation received on or after October 2, 2023 would have been a lower amount had it been calculated based on such restated results, the Compensation Committee must recover for the benefit of the Company the difference between the gross amount of the compensation actually paid to the executive and the gross amount of the corrected amount based on the restated financial results.

Retirement, Health and Welfare Benefits

The Company offers retirement, health and welfare benefits to all of its full-time U.S. employees including executive officers. Executive officers are eligible for these benefits on the same basis as other employees. Health and welfare benefits we offer to our employees include: medical, vision and dental coverage, life insurance, accidental death and dismemberment, short and long-term disability insurance, flexible spending accounts and employee assistance.

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The Company also offers a defined contribution 401(k) retirement plan to all of its full-time U.S. employees, including the NEOs. Participants may contribute from 1% to 85% of their base pay and cash incentive compensation (subject to U.S. Internal Revenue Service (“IRS”) limitations), and the Company has historically made matching contributions under this plan on the first 7% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 4% employee contribution). Company matching contributions vest 20% per year on the first five anniversaries of the respective employee’s hire date.

Perquisites

We provide Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender with bi-weekly vehicle allowances.

Compensation Risk

Our compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on an individual basis and at the entity level. In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking. Our compensation strategies are designed to encourage company growth and appropriate risk taking but not to encourage excessive risk taking. We also attempt to design the compensation program for our larger general employee population so that it does not inappropriately incentivize our employees to take unnecessary risks in their day-to-day activities. We recognize, however, that there are trade-offs and that it can be difficult in specific situations to maintain the appropriate balance. As such, we continue to evaluate our programs with a goal of preventing them from becoming materially imbalanced one way or the other.

Our compensation arrangements contain certain design elements that are intended to minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results. Those elements include a maximum amount that can be earned under our annual incentive cash compensation program. We also provide compensation to our NEOs in the form of a reasonable base salary. We want our executives to be motivated to achieve our short-term and long-term goals, without sacrificing our financial and corporate integrity in trying to achieve those goals. While an executive’s overall compensation should be strongly influenced by the achievement of specific financial and operational targets, we also believe that a portion of an executive’s compensation should be awarded in components that provide a degree of financial certainty. In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees, including our NEOs, are reasonably likely to have a material adverse effect on us.

Employment, Severance and Change-in-Control 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

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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.”

Offer Letters

In connection with Messrs. Tadlock and Marsh joining the Company in May 2017 and May 2022, respectively, the Company provided them with offer letters establishing the terms of their employment, including their compensation. Pursuant to the terms of the offer letters, Messrs. Tadlock and Marsh are eligible to participate in the Company’s management incentive plan, as described above under “—Elements of Compensation—Short-Term Incentives,” and the Company’s long-term incentive plan, as described above under “—Elements of Compensation—Long-Term Incentives,” and are also eligible to participate in and receive benefits offered to our employees and to receive certain other fringe benefits. Additionally, Mr. Tadlock’s offer letter provides that he is eligible to receive severance payments should a merger or sale transaction result in Mr. Tadlock being terminated by the new entity. Severance payments that could become payable to Mr. Tadlock pursuant to his offer letter have been described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.” Under the terms of his offer letter, Mr. Marsh was eligible to receive a one-time RSU award with a grant date value of $400,000 that will vest in equal one-third installments over the three years.

Non-Compete Agreements

In connection with our IPO, on February 12, 2018, Cactus LLC entered into amended and restated noncompetition agreements (each, a “Noncompetition Agreement”) with each of Scott Bender and Joel Bender. Each of the Noncompetition Agreements provide that, for a period of one year following termination of his employment, Scott Bender and Joel Bender will not (i) compete against us in connection with our business, (ii) solicit or induce any of our employees to leave his or her employment with us or hire any of our employees or (iii) solicit or entice customers who were our customers within the one‑year period immediately prior to his date of termination to cease doing business with us or to begin doing business with our competitors.

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Summary Compensation Table

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


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

SEC Form DEF 14A filed by Cactus Inc.