What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 307 added, 309 removed, 1035 unchanged (37% of the section changed)

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Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Alan Semple 62 Director, Audit Committee Chairman and Nominating and Governance Committee member

Tym Tombar 48 Director, Audit Committee member and Compensation Committee member

Steven Bender 39 Vice President of Operations

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Bruce Rothstein has been our Chairman of the Board since 2011.

Rothstein has been a Member of Cadent Energy Partners LLC (“Cadent Energy Partners”), a natural resources private equity firm that invests in companies in the North American energy industry, since co‑founding Cadent Energy Partners

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., formerly a portfolio company of Cadent Energy Partners.

From May 2006 to August 2016, he served on the board of directors of Vedco Holdings, Inc., formerly a Cadent Energy Partners portfolio company.

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., formerly a Cadent Energy Partners portfolio company.

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, a portfolio company of Cadent Energy Partners.

Rothstein served as a director of Ardent Holdings, LLC.

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.

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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.

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

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.

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Melissa Law—Director .

Law was appointed by the Board to fill the newly created Board seat in January 2020.

Law has served as one of our directors since January 2020.

Law is an accomplished executive leader with significant experience in the oilfield services industry and more recent experience in the food & beverage ingredient industry.

Law currently serves as the President of Global Operations for Tate & Lyle since September 2017.

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 EHS, 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 and Lyle, Ms.

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 2014-2017 as well as Baker Hughes’ Australasia geo-market from 2013-2104.

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.

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Michael McGovern—Director .

McGovern has served as one of our directors since 2011 and he currently serves as our Compensation Committee chairman.

He served as Executive Advisor to Cadent Energy Partners from January 2008 to December 2014 and has served as Chairman and Chief Executive Officer of Sherwood Energy, LLC, a Cadent Energy Partners portfolio company, since March 2009.

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.

He also currently serves on the board of directors of Nuverra Environmental Solutions, Inc.

since August 2017 and Ion Geophysical (NYSE:

(“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.

McGovern has served as Chairman and Chief Executive Officer of Sherwood Energy, LLC since March 2009 and has served on the board of directors of Ion Geophysical (NYSE:

IO) since June 2019.

McGovern has also served as a director of GeoMet, Inc., an independent energy company, from September 2010 until December 2018.

McGovern served on the board of directors of Quicksilver Resources Inc.

from March 2013 until August 2016 and of Probe Holdings, Inc.

from February 2014 until July 2017.

He has also served on the board of directors of Fibrant (f/k/a DSM Caprolactam) from May 2016 to June 2019.

McGovern also served on the board of directors of Sonneborn, Inc.

from 2012 to December 2016.

He served on the board of directors of Nuverra Environmental Solutions, Inc.

from August 2017 until February 2022.

McGovern served as Executive Advisor to Cadent Energy Partners from January 2008 to December 2014.

McGovern graduated from the Centenary College of Louisiana in 1973 with a Bachelor of Science in Business.

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Gary Rosenthal—Director .

Rosenthal has served as one of our directors since January 2018 and currently serves as our Nominating and Governance Committee chairman.

Rosenthal has served as one of our directors since January 2018.

Rosenthal has been a partner in The Sterling Group, L.P., a private equity firm based in Houston, Texas, since January 2005.

He served as Chairman of the Board of Highline Aftermarket LLC, a former Sterling Group investment, from September 2019 until October 2020 and as a director from April 2016 until October 2020 .

Rosenthal has served as Chairman of the Board of Polychem Investments LLC since March 2019 and from October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC.

Both Polychem Investments LLC and Safe Fleet Investments LLC are Sterling Group portfolio companies.

Rosenthal has served as Chairman of the Board of Greenbridge

Investments LLC since March 2019 and Evergreen Recycling Investments LLC since June 2021.

From October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC.

Greenbridge Investments LLC, Evergreen Recycling Investments LLC and Safe Fleet Investments LLC are all Sterling Group portfolio companies.

From 2001 until 2018, Mr.

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Semple has served as one of our directors since April 2017.

He currently serves as our Audit Committee chairman.

Since December 2015, Mr.

Semple has served as a member of the board of directors and the Audit Committee of Teekay Corporation, a leading provider of international crude oil and gas marine transportation services, and as the Audit Committee Chairman since March 2018.

Since May 2019, Mr.

Semple has 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.

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.

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Semple’s more than 30 years of finance experience, primarily in the energy industry, makes him qualified to serve on our board of directors.

Tym Tombar—Director .

Tombar has served as one of our directors since July 2021.

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.

Tombar began his career with Goldman in its Energy & Power Principal Investment Area and Banking Group based in New York in 1994.

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 the board include his executive leadership and 25 years of investment and finance experience in the energy industry.

Our Executive Officers

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Tadlock served as a director and chairman of Polyflow Holdings, LLC until his resignation in 2018.

Tadlock also served as a director of Composite Energy Services, LLC and

Energy Services Holdings, LLC until his respective resignations in 2017.

Tadlock also served as a director of Composite Energy Services, LLC and Energy Services Holdings, LLC until his respective resignations in 2017.

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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Our business and affairs are managed under the direction of our board of directors.

Our board of directors consists of eight members, including our Chief Executive Officer.

Our board of directors consists of nine members, including our Chief Executive Officer.

Among the nine members of our board of directors, we have one female director and one director who is a member of a racial or ethnic minority group.

In connection with our IPO, we entered into a Stockholders’ Agreement with Cadent and Cactus WH Enterprises, a Delaware limited liability company owned by Messrs.

Scott Bender, Joel Bender and Steven Bender and certain of our other employees.

The Stockholders’ Agreement provides each of Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5%, respectively, of the outstanding shares of our common stock.

The Stockholders’ Agreement was amended in 2021 after Cadent withdrew from the Agreement.

The Amended and Restated Stockholders’ Agreement provides Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5%, respectively, of the outstanding shares of our common stock.

See “Item 13.

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Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2024, 2022 and 2023, respectively.

McGovern and O’Donnell have been assigned to Class I, Messrs.

McGovern, O’Donnell and Tombar have been assigned to Class I, Messrs.

Semple and Joel Bender and Ms.

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Our board of directors has reviewed the independence of our directors using the independence standards of the New York Stock Exchange (“NYSE”) and based on this review, determined that Messrs.

McGovern, O’Donnell, Rosenthal and Semple and Ms.

McGovern, O’Donnell, Rosenthal, Rothstein, Semple and Tombar and Ms.

Law are independent within the meaning of the NYSE listing standards currently in effect and within the meaning of Section 10A‑3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Our Audit Committee is currently comprised of Messrs.

Semple, McGovern and O’Donnell and Ms.

Semple, McGovern, O’Donnell and Tombar and Ms.

Law, each of whom are independent under the rules of the SEC.

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An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules.

The board has determined that Mr.

Semple satisfies the definition of an “audit committee financial expert.” Mr.

The board has determined that Messrs.

Semple, McGovern and Tombar satisfy the definition of an “audit committee financial expert.” Mr.

Semple serves as the chairman of the Audit Committee.

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the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our internal audit function and our independent accountants and our accounting practices.

In addition, the Audit Committee assists our board of directors in fulfilling its oversight responsibilities regarding our compliance

programs relating to legal and regulatory requirements.

In addition, the Audit Committee assists our board of directors in fulfilling its oversight responsibilities regarding our compliance programs relating to legal and regulatory requirements.

In connection with our IPO, we adopted an Audit Committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

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Our Compensation Committee is currently comprised of Messrs.

McGovern, O’Donnell and Rosenthal and Ms.

McGovern, O’Donnell, Rosenthal and Tombar and Ms.

Law, all of whom meet the independence standards established by the NYSE.

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At the present time, the roles of Chairman and CEO are separate.

Rothstein currently serves as the Chairman of the Board and is not considered independent under NYSE rules.

Executive Sessions of Non‑Employee Directors

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Our Corporate Governance Guidelines provide that the Chairman of the Board will serve as the lead director at executive sessions of the independent directors, unless the Chairman of the Board is not independent, in which case the lead director at such meetings will be an independent director selected by our board of directors.

At present, the Chairman of the Board is not independent, and the board has selected Mr.

O’Donnell to serve as the lead director at executive sessions of the independent directors.

The Chairman of the Board is independent and he serves as the lead director at executive sessions of the independent directors.

Communications with the Board of Directors

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Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day‑to‑day business operations.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate such risks.

Throughout the year, senior management reviews these risks at regular board of directors meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate such risks.

Specific to information security and cybersecurity risks, the Company undertakes intrusion prevention and detection measures, penetration testing, vulnerability assessments and total threat telemetry of various aspects of our information system.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board as a whole.

Our board of directors is responsible for monitoring and assessing strategic risk exposure, and the Audit Committee assists the board in fulfilling its oversight responsibilities by overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures.

Our board of directors is responsible for monitoring and assessing strategic risk exposure, and the Audit Committee assists the board in fulfilling its oversight responsibilities by overseeing our major financial and information technology risk exposures and the steps our management has taken to monitor and control these exposures.

Risks specific to information security and cybersecurity are discussed with and presented to the board of directors as well as the audit committee on a quarterly basis.

One member of the audit committee has information security experience.

The Company has not experienced an information security breach in over three years.

Over this three-year timeframe it has not incurred any net expenses related to information security breaches and it has not incurred any penalties or settlements related to information security breaches.

In addition to a variety of projects designed to enhance the security of the Company’s systems, networks and technologies, the Company conducts periodic information security training for all employees.

Attendance at Annual Meetings

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All of the directors attended our annual meeting held in 2021.

Board and Committee Meeting Attendance

During 2020, the entire Board held eight meetings, the Audit Committee and Compensation Committee each held four meetings, and the Nominating and Governance Committee held two meetings.

Each of our directors attended more than 75% of the aggregate of the total number of meetings of the board and the total number of meeting held by all committees of the board on which he or she served.

Compensation Committee Interlocks and Insider Participation

During 2020, the Company’s Compensation Committee consisted of Messrs.

McGovern, O’Donnell and Rosenthal and Ms.

There were no compensation committee interlock relationships for the year ended December 31, 2020.

No member of our Compensation Committee during 2020 has engaged in any related party transaction in which our company was a participant.

Board of Directors and Committee Meeting Attendance

During 2021, the entire board of directors held ten meetings, the Audit Committee and the Nominating and Governance Committee each held four meetings and the Compensation Committee held three meetings.

Each of our directors attended more than 75% of the aggregate of the total number of board of directors meetings and the total number of meetings held by all committees on which he or she served.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than ten percent of the shares of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Copies of all filed reports are required to be furnished to us.

Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the years ended December 31, 2021 except in August 2021, a Form 4 was filed late for each of Cactus WH Enterprises, Scott Bender and Joel Bender.

The Form 4s related to the same transaction.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions and is available on our website at www.CactusWHD.com under “Corporate Governance” within the “Investors” section.

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and is available on our website at www.CactusWHD.com under “Corporate Governance” within the “Investors” section.

We will provide a copy of this document to any person, without charge, upon request, by writing to us at Cactus, Inc., Investor Relations, 920 Memorial City Way, Suite 300, Houston, Texas 77024.

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Target Pay Mix

The charts below show the mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2020.

The charts below show the target mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2021.

These charts illustrate that a majority of NEO total direct compensation is at-risk (86% for our Chief Executive Officer and an average of 77% for our other NEOs).

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ü 50% of CEO LTI value performance-based X No guaranteed bonuses

ü Balance of short- and long-term incentives X No excise tax gross-ups

ü Clawback policy for all executive officers that applies to cash and equity incentives X Prohibition on hedging, pledging and short sales by insiders

ü Balance of short-term and long-term incentives X No excise tax gross-ups

ü Clawback policy for NEOs that applies to cash and equity incentives X Prohibition on hedging, pledging and short sales by insiders

ü Share ownership guidelines for NEOs and directors X Prohibition on option repricing

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Say on Pay and Say on Frequency

At our 2019 Annual Meeting, a plurality of our stockholders expressed their preference for an advisory vote on executive compensation occurring every three years, and we have implemented their recommendation.

At the same 2019 Annual Meeting, we held our first advisory vote on compensation for our NEOs (“Say on Pay”).

In that vote, our stockholders expressed their support, with 94% of the shares of our Class A common stock and Class B common stock present or represented by proxy at the 2019 Annual Meeting voting in support of our executive compensation policies and practices for our NEOs during 2018.

At our 2019 Annual Meeting, a plurality of our stockholders expressed their preference for an advisory vote on executive compensation occurring every three years (“say on frequency”), and we have implemented their recommendation.

While not required to do so, the board of directors currently plan to hold another vote regarding say on frequency at the 2025 Annual Meeting.

In addition, at the 2019 Annual Meeting, we also held an advisory vote on compensation for our NEOs (“say on pay”).

The next advisory vote on this matter will therefore be held at the 2022 Annual Meeting.

In 2019, our stockholders expressed their support regarding say on pay, with 94% of the shares of our Class A common stock and Class B common stock present or represented by proxy at the 2019 Annual Meeting voting in support of our executive compensation policies and practices for our NEOs during 2018.

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 dialog with shareholders on the topic.

The Compensation Committee welcomes feedback from shareholders on the topic of executive compensation and is open to dialogue with shareholders on the topic.

In reviewing our program, our Compensation Committee considered the results of the 2019 advisory vote on executive compensation 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 2021.

Based on the say on frequency results approved by the overwhelming majority of our shareholders, we will conduct our next say on pay vote in 2022.

How We Make Compensation Decisions

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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 NEOs provide the initial recommendations on the appropriate goals for the qualitative and quantitative performance metrics used in our short-term cash incentive program.

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.

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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 2021 compensation analysis, the Company used the following peer group companies:

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Archrock, Inc.

NCS Multistage Holdings, Inc.

Core Laboratories, NV Newpark Resources, Inc.

ProPetro Holding Corp.

Core Laboratories, NV Patterson-UTI Energy, Inc.

Dril-Quip, Inc.

Oil States International, Inc.

Forum Energy Technologies ChampionX Corporation (1)

Frank’s International, NV RPC, Inc.

DMC Global Inc.

ChampionX Corporation

Frank’s International, NV Liberty Oilfield Services Inc.

Helix Energy Solutions Group, Inc.

USA Compression Partners, LP

(1) In 2019, the peer group companies included Pioneer Energy Services Corp.

This company was replaced with ChampionX Corporation for the 2020 peer group analysis as our independent compensation consultant advised the Compensation Committee that ChampionX Corporation would provide a better market comparison.

In selecting comparison companies, the Compensation Committee considered 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.

(1) In 2020, the peer group companies included Forum Energy Technologies, NCS Multistage Holdings, Inc., Newpark Resources, Inc.

and RPC, Inc.

These companies were replaced by DMC Global Inc., ProPetro Holding Corp., Patterson-UTI Energy, Inc.

and Liberty Oilfield Services Inc.

for the 2021 peer group analysis as our independent compensation consultant advised the Compensation Committee that the changes to the peer group would provide a better market comparison.

Elements of Compensation

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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 and which 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.

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 March 2020, the Compensation Committee of the Board approved base salaries for each of the Company’s NEOs.

The approved 2020 base salaries remained the same as 2019.

Subsequent to board approval and in light of the challenging economic environment, our NEOs agreed to the following base salary reductions:

50% reduction for Scott Bender, Joel Bender and Steven Bender and 25% reduction for Stephen Tadlock and David Isaac.

These initial reductions became effective in late March.

In May 2020, all five NEOs agreed to an additional 10% reduction in base salary, while Scott Bender agreed to a further “supplemental reduction” of his annual base salary.

In February 2021, in response to improving activity levels in our business, the Compensation Committee recommended reinstatement of Stephen Tadlock and David Isaac’s base salaries.

See the table below for details regarding our NEOs’ originally approved 2020 salaries, final reduced salaries in 2020 and current salaries as of February 2021.

Name Approved 2020 Base Salary Reduced 2020 Base Salary (1)

At the time of the Compensation Committee meeting in January 2021, our NEOs were receiving reduced salaries due to the economic challenges that were faced by the Company in 2020.

The base salaries of our NEOs, and in particular that of our CEO, were already well below those of our peer group median when they were voluntarily and substantially reduced in 2020 in light of the challenging economic conditions.

The reductions reflected the alignment of the interests of our NEOs with those of our shareholders and resulted in reduced short-term incentive compensation, which is discussed in the next section.

At the January 2021 meeting, the Compensation Committee approved the reinstatement of the previously approved base salary amounts for Messrs.

Tadlock and Isaac.

The base salaries for Scott Bender, Joel Bender and Steven Bender were approved by the Committee and also increased to previously approved amounts in April 2021.

In January 2022, the Compensation Committee approved additional prospective salary increases for our NEOs in recognition of their contributions to the Company.

The following table details our NEOs’ 2020 salaries prior to reduction, 2020 reduced salaries, fully-reinstated salaries in 2021 as well as their approved 2022 base salaries.

Name Original 2020 Base Salary Reduced 2020 Base Salary 2021

Base Salary (1)

Scott Bender $ 300,000 $ 57,207 $ 300,000 $ 400,000

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David Isaac 300,000 202,500 300,000 350,000

(1) Reflects the March and May 2020 salary reductions discussed above.

(1) Reflects the reinstatement of salaries in January 2021 for Messrs.

Tadlock and Isaac and April 2021 for Scott Bender, Joel Bender and Steven Bender as discussed above.

Short-Term Incentives

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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 and total recordable incident rate (“TRIR”).

In February 2020, the Board approved the 2020 Management Incentive Plan (the “2020 MIP”), pursuant to which all participating employees would be eligible to receive a cash bonus upon the achievement of certain financial performance and safety metrics.

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 January 2021, the Board approved the 2021 Management Incentive Plan (the “2021 MIP”), pursuant to which all participating employees would be eligible to receive a cash bonus upon the achievement of certain financial performance and safety metrics.

Under the 2021 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 2021.

For Scott Bender, the bonus calculation is based on his actual base salary paid in 2020 excluding the “supplemental reduction” discussed above.

The approved 2020 Target Bonus percentage for each NEO is set forth in the table below.

The approved 2021 Target Bonus percentage for each NEO, which remained unchanged from 2020, is set forth in the table below.

Name Target Bonus %

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Target Bonus Opportunity

The 2020 MIP has two performance parameters on which the bonus is calculated.

The first parameter is Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the Board (Adjusted EBITDA), which is weighted as 90% of the bonus opportunity.

Participants begin to earn a bonus payout when Adjusted EBITDA performance reaches Threshold Adjusted EBITDA, which is set at 80% of Target Adjusted EBITDA.

NEOs and other participants are eligible for a Stretch bonus opportunity if actual Adjusted EBITDA exceeds Target Adjusted EBITDA.

The maximum Stretch bonus payment is achieved when Adjusted EBITDA performance reaches 120% of Target Adjusted EBITDA.

The maximum Stretch payment is 40% of the full, non-stretch bonus payment.

Performance under the MIP is assessed relative to pre-established goals approved by the Committee near the beginning of the fiscal year.

For 2021, the Compensation Committee approved performance objectives under the 2021 MIP after considering a combination of factors, including alignment with the Company’s business strategy, 2021 budget, investor expectations, recommendations from management and the Committee’s assessment of management’s ability to impact outcomes.

The 2021 MIP had three performance parameters on which the bonus for our NEOs was calculated.

The first parameter was Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the board of directors (“Adjusted EBITDA”), which was weighted as 80% of the bonus opportunity.

Participants began to earn a bonus payout when Adjusted EBITDA performance reached Threshold Adjusted EBITDA, which was set at 80% of Target Adjusted EBITDA.

NEOs and other participants were eligible for a Stretch bonus opportunity if actual Adjusted EBITDA exceeded Target Adjusted EBITDA.

The maximum Stretch bonus payment was achieved when Adjusted EBITDA performance reached 120% of Target Adjusted EBITDA.

The maximum Stretch payment was 40% of the full, non-stretch bonus payment.

The calculation of the Adjusted EBITDA portion of the bonus payout is linear between Threshold and Target and between Target and Stretch.

The second parameter is TRIR, which is weighted as 10% of the bonus opportunity.

Participants begin to earn a bonus payout when TRIR performance reaches Threshold TRIR of 1.65.

A full bonus payout on the TRIR parameter is achieved when safety performance reaches Target TRIR of 1.30 or lower.

The second parameter was OCE divided by revenue which was weighted as 10% of the bonus opportunity.

Participants began to earn a bonus payout on this parameter when the Company achieved its Threshold of 65.5% percent.

A full bonus payout on this parameter would be earned when the Company achieved its Target of 61.5%.

The calculation of the OCE/revenue portion of the bonus payout is linear between Threshold and Target.

The third parameter was TRIR, which was weighted as 10% of the bonus opportunity.

Participants began to earn a bonus payout when TRIR performance reached Threshold TRIR of 1.20.

A full bonus payout on the TRIR parameter would be achieved when safety performance reached Target TRIR of 1.00 or lower.

The calculation of the TRIR portion of the bonus payout is linear between Threshold and Target.

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Maximum (Stretch) 133.8 140%

OCE/Revenue Payout

Threshold 65.5% 0%

Target 61.5% 100%

Threshold 1.20 0%

Target 1.00 100%

2021 Award Determination

Performance under the MIP is assessed relative to pre-established goals approved by the Committee near the beginning of the fiscal year.

For 2020, the Compensation Committee approved performance objectives under the 2020 MIP after considering a combination of factors, including alignment with the Company’s business strategy, 2020 budget, investor expectations, recommendations from management and the Committee’s assessment of management’s ability to impact outcomes.

For 2020, the actual Adjusted EBITDA performance was $121.0 million which was below Threshold Adjusted EBITDA.

The 2020 TRIR performance was 0.55 which exceeded the Target.

Based on this performance, NEOs were eligible for zero payout on the Adjusted EBITDA component and 100% payout on the TRIR parameter.

In total, NEOs will receive a

payout for the 2020 MIP of 10% of Target in 2021.

In addition to the 2020 MIP bonus amounts calculated, the Compensation Committee awarded a supplemental, discretionary bonus amount to Messrs.

Tadlock and Isaac as set forth in the “Summary Compensation Table” below.

For 2021, the actual Adjusted EBITDA performance was $120.4 million which was between Target and Stretch performance.

Actual OCE/Revenue performance in 2021 was 57.7% which was better than Target while the 2021 TRIR performance was 1.29 which was higher than the required Threshold.

Based on this performance, in addition to earning a full target bonus on the Adjusted EBITDA component, our NEOs also earned 39.7% of their maximum stretch opportunity, or an additional 14.3% of the full, non-stretch bonus calculation.

NEOs also earned 100% of their bonus for performance on the OCE/Revenue parameter.

Based on the Company’s TRIR performance, our NEOs received no payment on the TRIR element.

The table below summarizes the metrics and performance standards approved for the 2021 MIP, and management’s level of achievement under the plan:

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Adjusted EBITDA $89.2 $111.5 $133.8 $120.4 107.9%

(1) Adjusted EBITDA is a non-GAAP financial measure.

See the reconciliation of Adjusted EBITDA to the most comparable financial measure calculated in accordance with GAAP under “Reconciliation of GAAP to Non-GAAP Financial Measures”.

Performance Parameter Threshold Target Actual % of Target

OCE/Revenue 65.5% 61.5% 57.7% 100%

TRIR 1.20 1.00 1.29 0%

(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.”

The following table shows the calculation of the 2021 bonus payment:

Performance Parameter % of Parameter Target Parameter % Earned Weighting Target Bonus % Earned

EBITDA 59% 0% 90% 0%

Adjusted EBITDA 107.9% 100.0% 80.0% 100.0%

OCE/Revenue 100.0% 100.0% 10.0% 10.0%

TRIR 0.0% 0.0% 10.0% 0.0%

Total 100.0% 90.0%

Stretch Bonus Component (39.7% (1) of Non-Stretch Bonus)

Total Bonus Percentage 104.3%

(1) Represents the 7.9% Adjusted EBITDA performance above Target applied against the maximum 120% of Target Adjusted EBITDA.

Long-Term Incentives

The primary purpose of awards under our long‑term incentive plan (the “LTIP”) is to enforce direct alignment between 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 is contingent upon our stock price performance.

Equity awards under the LTIP also promote long-term share ownership by our NEOs.

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Under the PSU awards granted to our NEOs in 2021, NEOs may earn shares based upon the company’s Return on Capital Employed (“ROCE”) performance.

The PSU Award Agreements are substantially similar, except one agreement provides for three-year cliff vesting of PSUs (“Three-Year Agreement”), and the other agreement provides for vesting of two-thirds of the PSUs granted thereunder upon conclusion of the two year performance period and vesting of the remaining one-third upon conclusion of the three-year performance period (“Two- and Three-Year Agreement”).

The PSU Award Agreements provide for the issuance on the vesting date(s) of a number of shares of our common stock determined based on the Company’s average annual return on capital employed (“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 period.

The PSU Award Agreement provides for the issuance of a number of shares of our common stock within sixty (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.

2021 LTIP Awards

On March 11, 2021, our NEOs received grants of PSUs and RSUs as set forth in the table below.

The RSU/PSU mix for Scott Bender and Joel Bender was 50/50 and 67/33 for Stephen Tadlock, Steven Bender and David Isaac.

In 2021, the mix will be 50/50 for all NEOs.

NEO Target # of PSUs Awarded (1)

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David Isaac 8,176 8,176 525,000

(1) PSU awards for Scott Bender and Joel Bender vest upon the conclusion of the three-year performance period based on the Company’s ROCE performance.

Two-thirds of the PSU awards for Stephen Tadlock, Steven Bender and David Isaac vest upon the conclusion of the two-year performance period and the remaining one-third vests upon the conclusion of the three-year performance period based on the Company’s ROCE performance.

(1) PSU awards vest upon the conclusion of the three-year performance period ending December 31, 2023 based on the Company’s ROCE performance.

(2) RSUs vest 33% per year, beginning on the first anniversary of the grant date.

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(% of Target) (50% Payout) (100% Payout) (200% Payout)

ROCE for the applicable performance period (1)

ROCE for January 1, 2021 to December 31, 2023 (1)

100% 15% 20% 25%

(1) For the Two- and Three-Year Agreement PSUs, the performance period is January 1, 2020 to December 31, 2021 for the two-thirds of the PSUs that vest upon the conclusion of the two-year performance period and January 1, 2020 to December 31, 2022 for the remaining one-third that vest upon the conclusion of the three-year performance period.

The performance period is January 1, 2020 to December 31, 2022 for the Three-Year Agreement PSUs which cliff vest upon the conclusion of the three-year performance period.

(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.

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Stock Ownership Guidelines

In 2019, the Committee established stock ownership guidelines for our NEOs and non-employee directors.

The approved guidelines are as follows:

The Committee has established stock ownership guidelines for our NEOs and non-employee directors which are as follows:

Position Required Level of Ownership

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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 February 11, 2021, all of our NEOs and non-employee directors have met or exceeded the ownership expectations under the guidelines other than Ms.

Law, who joined the Board in January 2020.

Law has until January 2025 to achieve the stock ownership requirement.

As of February 11, 2022, each of our NEOs and non-employee directors met or exceeded the ownership expectations under the guidelines.

Clawback Policy

In 2019, our Board adopted the Executive Compensation Clawback Policy (the “Clawback Policy”).

In the event of a restatement of our financial statements (other than a restatement caused by a change in applicable accounting rules or

interpretations), the result of which is that any performance-based compensation paid under an incentive compensation plan would have been a lower amount had it been calculated based on such restated results, the Compensation Committee may seek to recover for the benefit of the Company the after tax portion of the difference between the compensation actually paid to the executive and the corrected amount based on the restated financial results.

Our Executive Compensation Clawback Policy (the “Clawback Policy”) provides that in the event of a restatement of our financial statements (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation paid under an incentive compensation plan would have been a lower amount had it been calculated based on such restated results, the Compensation Committee may seek to recover for the benefit of the Company the after tax portion of the difference between the compensation actually paid to the executive and the corrected amount based on the restated financial results.

Retirement, Health and Welfare Benefits

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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.

The Company offers a defined contribution 401(k) retirement plan to substantially all of its U.S.

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.

The Company also offers a defined contribution 401(k) retirement plan to substantially all of its U.S.

employees, including the NEOs.

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Company matching contributions vest 20% per year on the first five anniversaries of the respective employee’s hire date.

In light of the challenging economic environment, the Company indefinitely suspended matching contributions to the retirement plan effective June 1, 2020.

In light of the challenging economic environment, the Company temporarily suspended matching contributions to the retirement plan in June 2020 and reinstated the matching contributions in August 2021.

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

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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 adjusted in 2020 to address market conditions.

We want our executives to be motivated to achieve Cactus’s short-term and long-term goals, without sacrificing our financial and corporate integrity in trying to achieve those goals.

We also provide compensation to our NEOs in the form of a reasonable base salary (adjusted in 2020 and early 2021 to address market conditions).

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.

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Employment Agreements

In February 2018, in connection with our IPO, we amended and restated our employment agreements with Messrs.

Scott and Joel Bender (as amended and restated, each, an “Employment Agreement”).

Each Employment Agreement reflects the executive’s base salary of $300,000 and has an initial three‑year term that will extend automatically for one‑year periods thereafter unless advance written notice by either party is provided.

Under the Employment Agreements, each of Messrs.

agreements and further described below under “—Potential Payments upon Termination or Change of Control.” In addition, the agreements provide for:

In February 2019, we amended our employment agreements with Messrs.

Scott and Joel Bender to provide that they be eligible to receive an additional annual cash bonus of up to 40% of the regular annual target cash bonus actually paid, determined in the good faith discretion of the Board if the executive satisfies additional budgetary and performance goals, as determined annually by the Board.

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;

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• termination benefits, including, in specified circumstances, severance payments;

• an annual cash bonus of up to 100% of annual base salary in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board.

In February 2019, we amended the Employment Agreements to provide that Scott Bender and Joel Bender shall be eligible to receive an additional annual cash bonus of up to 40% of the regular annual target cash bonus actually paid, determined in the good faith discretion of the Board if the executive satisfies additional budgetary and performance goals, as determined annually by the Board.

• 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.

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Tadlock being terminated by the new entity.

In addition, Mr.

Isaac will be eligible to receive severance payments should he be subject to a Qualifying Termination prior to the third anniversary of his commencement date.

Severance payments that could become payable to Messrs.

Scott and Joel Bender, Mr.

Tadlock and Mr.

Isaac pursuant to these arrangements have been described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.”

Scott and Joel Bender and Mr.

Tadlock pursuant to these arrangements have been described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.”

Non‑Compete Agreements

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2020 183,750 — 14,641 600,016 15,204 813,611

2019 296,154 — 248,489 599,975 25,789 1,170,407

David Isaac, General Counsel, Vice President of Administration and Secretary

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2020 238,125 21,094 15,406 525,022 5,675 805,322

(1) In recognition of their leadership and contributions to the Company during the significant decline in activity caused by the COVID-19 pandemic and its related economic impact, the Compensation Committee elected to award Messrs.

Tadlock and Isaac a supplemental cash bonus for 2020.

2019 296,154 — 165,659 449,972 14,260 926,045

(1) In calculating payments due under the 2021 Non-Equity Incentive Plan, the Company uses the NEO’s eligible earnings as a basis to determine the bonus amount.

In recognition of the fact that Scott Bender voluntarily incurred a larger salary decrease than Joel Bender during a portion of 2021, the Compensation Committee approved a bonus award to Scott Bender in order for his total 2021 cash bonus payment to be equal to that of Joel Bender.

Additionally, due to the fact that Steven Bender’s full salary was restored at a date later than the restoration of full salaries for Mr.

Tadlock and Mr.

Isaac, the Compensation Committee approved a bonus award for Steven Bender equivalent to the Non-Equity Incentive Plan payment Steven Bender would have received if his full salary had been restored on the same date as Messrs.

Tadlock and Isaac.

(2) Amounts of “Non-Equity Incentive Plan Compensation” paid to each applicable NEO were made pursuant to the Company’s short-term incentive program.

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 PSUs granted to each NEO and computed in accordance with FASB ASC Topic 718.

(4) Amounts reflected within the “All Other Compensation” column are comprised of the following amounts:

Name Year Employer

(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.

(4) Amounts reflected within the “All Other Compensation” column for 2021 are comprised of the following amounts:

Name Employer

Contributions to 401(k) Plan Vehicle

Allowance Gas

Reimbursement Total

Scott Bender $ 6,200 $ 7,200

2019 14,375 14,400 327 29,102

2018 15,670 14,400 1,065 31,135

Joel Bender 6,200 7,200

2019 15,720 14,400 — 30,120

2018 15,670 14,400 — 30,070

Stephen Tadlock 4,113 7,200

2019 10,373 14,400 — 24,773

2018 9,380 14,400 — 23,780

Steven Bender 3,256 7,200

2019 11,389 14,400 — 25,789

David Isaac 865 —

2019 14,260 — — 14,260

(5) Although Messrs.

Scott and Joel Bender each serve on our Board, they are not compensated for their services as directors.

(6) Steven Bender and David Isaac were not NEOs prior to 2019.

Grants of Plan-Based Awards

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The award agreements under which the PSUs were issued provide that no PSUs will vest unless a specified 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 all applicable performance periods.

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—2021 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 RSUs granted to our NEOs during 2021.

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.

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3/11/2021 23,358 (4)

890,641 23,358 (6)

Joel Bender 3/11/2019 13,380 (2)

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3/11/2021 23,358 (4)

890,641 23,358 (6)

Stephen Tadlock 3/11/2019 13,406 (2)

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3/11/2021 9,390 (4)

358,041 9,390 (6)

Steven Bender 3/11/2019 5,352 (2)

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3/11/2021 9,343 (4)

359,249 9,343 (6)

David Isaac 3/11/2019 4,014 (2)

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3/11/2021 8,176 (4)

(1) The market value of these units is based on the closing price of the Company’s Class A common stock on December 31, 2020 ($26.07), the last trading day of the fiscal year.

(2) Reflects RSUs which vest on February 7, 2021.

311,751 8,176 (6)

(1) The market value of these units is based on $38.13 per share, the closing price of the Company’s Class A common stock on December 31, 2021, the last trading day of the fiscal year.

(2) Reflects RSUs which vest on March 11, 2022.

(3) Reflects RSUs which vest over two years in equal annual installments on March 11, 2022 and March 11, 2023.

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(5) Reflects PSUs which will vest on December 31, 2022 subject to the Company’s satisfaction of ROCE performance targets.

See “Compensation Discussion and Analysis—Elements of Compensation—2020 LTIP Awards.”

(6) Reflects PSUs, two-thirds of which vest on December 31, 2021 and one-third which will vest on December 31, 2022 subject to the Company’s satisfaction of ROCE performance targets.

(6) Reflects PSUs which vest on December 31, 2023 subject to the Company’s satisfaction of ROCE performance targets.

See “Compensation Discussion and Analysis—Elements of Compensation—2021 LTIP Awards.”

(7) Reflects RSUs which vest on October 24, 2021.

The following table provides information for our NEOs on the number of shares of Class A common stock acquired upon the vesting of RSU awards in 2021 and the value realized, in each case before payment of any applicable withholding tax.

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Tadlock being terminated by the new entity.

David Isaac Severance Agreement

Pursuant to the terms of a severance agreement, Mr.

Isaac is entitled to a severance payment in the event of a Qualifying Termination prior to September 24, 2021.

Isaac has a Qualifying Termination during the period from September 25, 2020 until September 24, 2021, he will be eligible to receive a severance payment equal to 1/3 of his then current annual base salary.

The Company’s RSU award agreements provide that restricted stock awards will become fully vested on (i) the date a Change of Control occurs, (ii) the termination of an employee’s employment due to his death or a Disability or (iii) upon the employee’s Normal Retirement.

The Company’s RSU award agreements provide that restricted stock awards will become fully vested on (i) the date a Change of Control occurs, (ii) the termination of an employee’s employment due to his or her death or a Disability or (iii) upon the employee’s Normal Retirement.

As used in the RSU award agreements, “Disability” means that the employee is unable to perform the essential functions of their duties for three consecutive months, or three months during any six-month period, as determined after an examination by a medical doctor selected by written agreement of the employee and the Company.

As used in the RSU award agreements, “Normal Retirement” means an employee’s separation from service without Cause on or following the age of 65.

For purposes of the RSU award agreements, “Cause” means the employee (i) is convicted of, or enters a nolo contendere or guilty plea with respect to a crime involving fraud, theft, embezzlement or other act of material dishonesty, the Board’s loss of confidence in the employee because he is convicted of or enters a nolo contendere or guilty plea with respect to any felony or crime involving moral turpitude;

For purposes of the RSU award agreements, “Cause” means the employee (i) is convicted of, or enters a nolo contendere or guilty plea with respect to a crime involving fraud, theft, embezzlement or other act of material dishonesty, the Board’s loss of confidence in the employee because he or she is convicted of or enters a nolo contendere or guilty plea with respect to any felony or crime involving moral turpitude;

(ii) commits any other material breach of any of the provisions of their employment agreement with the Company (if applicable) or any material employment contract, policy or agreement the employee has entered into with the Company, other than a breach which (being capable of being remedied) is remedied by the employee within fourteen days of being called upon to do so in writing by the Company;

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As used in the PSU award agreement, the term “Disability” means an employee’s inability to perform the essential functions of their duties for three consecutive months or three months during any six-month period, and the term “Normal Retirement” means an employee’s separation from service without Cause on or following the age of 65.

In the event of a change in control,

the performance period will be deemed to have ended, and the Company shall calculate the number of earned units to which the employee is entitled (if any) based on actual performance during the truncated period.

In the event of a change in control, the performance period will be deemed to have ended, and the Company shall calculate the number of earned units to which the employee is entitled (if any) based on actual performance during the truncated period.

Management Incentive Plan Awards

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Shown in the table below are potential payments upon the assumed (i) involuntary not for Cause termination of our NEOs other than during the 24-month period following a Change of Control, or (ii) involuntary not for Cause termination or termination by the NEO for “Good Reason,” in either case, during the 24-month period following a Change of Control of the Company, occurring as of December 31, 2021.

In addition, the tables that follow show the potential payments upon the hypothetical (i) disability, retirement or death of our NEOs, and (ii) Change of Control of the Company, in each case, occurring as of December 31, 2020.

In addition, the table that follows shows the potential payments upon the hypothetical (i) disability, retirement or death of our NEOs, and (ii) Change of Control of the Company, in each case, occurring as of December 31, 2021.

The table includes estimated amounts because actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or upon a Change of Control.

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Total $ — $ — $ 2,225,137 $ 2,054,963 $ 2,054,963 $ 2,225,137

Potential Payments Upon Termination and Change of Control

Executive Benefits and Payments Upon Separation Termination for Cause Involuntary Not for Cause Termination without a Change of Control Termination with a Change of Control Disability or Normal Retirement Death Change of Control (No Termination)

David Isaac Compensation:

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For PSUs, upon a change in control, the performance period is deemed to have ended and a calculation is made to determine the number of earned units for the truncated period.

As of December 31, 2020, the Company’s ROCE performance did not exceed the threshold level;

therefore, the PSUs would not have vested as of December 31, 2020 upon a change in control event.

As of December 31, 2021, the Company’s ROCE performance relating to the 2020 PSU grants did not exceed the threshold level;

therefore, the 2020 PSUs would not have vested upon a change in control event.

Additionally, the Company’s ROCE performance relating to the 2021 PSU grants exceeded the maximum level as of December 31, 2021;

therefore, the 2021 PSUs would have vested at 200% upon a change in control event.

(2) Reflects each NEO’s 2021 performance cash award earned under the Company’s short-term incentive program.

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For 2021, our last completed fiscal year:

• Scott Bender had total annual compensation of $1,655,662 as reflected in the Summary Compensation Table included in this Proxy Statement.

• Scott Bender had total annual compensation of $2,031,846 as reflected in the Summary Compensation Table.

◦ Our median employee’s annual total compensation was $92,211.

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• 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 2020 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $84,103.

◦ After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2021 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 2021 Summary Compensation Table.

Director Compensation

In light of the challenging economic environment, effective April 1, 2020, the Compensation Committee approved an amendment to our non-employee director compensation program whereby the amount of the cash retainers payable to directors were reduced by 25%.

Accordingly, pursuant to our non-employee director compensation program in effect after April 1, 2020, each non-employee director received the following compensation for his or her service on the Board:

• a cash retainer of $60,000 per year, payable quarterly in arrears (reduced from $80,000);

• an additional cash retainer of $15,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Audit Committee (reduced from $20,000) and an additional cash retainer of $7,500 per year for each other member of our Audit Committee (reduced from $10,000);

• an additional cash retainer of $7,500 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Compensation Committee (reduced from $10,000) and an additional cash retainer of $3,750 per year for each other member of our Compensation Committee (reduced from $5,000);

• an additional cash retainer of $7,500 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Nominating and Governance Committee (reduced from $10,000) and an additional $3,750 per year for each other member of our Nominating and Governance Committee (reduced from $5,000);

• annual equity‑based compensation with an aggregate grant date value of $75,000 (reduced from $100,000).

In addition, a cash retainer of $15,000 per year is payable to a non‑employee Chairman of the Board quarterly in arrears (reduced from $20,000).

In April 2021, the Compensation Committee approved a restoration of the compensation program of non-employee directors to the levels prior to the 25% reductions enacted on April 1, 2020.

Accordingly, in the second quarter of 2021, each non-employee director received the following compensation for his or her service on the 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;

• 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.

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Bruce Rothstein $ 92,239 $ 102,234 $ 194,473

$ 81,250 $ 100,005 $ 181,255

Melissa Law 87,628 102,234 189,862

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Alan Semple 96,851 102,234 199,085

Tym Tombar 47,500 98,546 146,046

(1) The amounts shown in this column reflect cash fees earned by each director during 2021.

Compensation reductions became effective as of April 1, 2020.

Amounts reflect compensation at the 25% reduction previously enacted in 2020 for the period from January 2021 through April 2021 and the reinstated cash fees enacted in April 2021 for the remainder of 2021.

(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 2021.

Rothstein does not directly receive any compensation for his services as a director.

Rothstein is a Managing Partner of Cadent Energy Partners LLC.

Rothstein’s services as a managing partner at Cadent, all compensation and equity awards that he receives are payable and transferred to Cadent.

Consistent with the director compensation program described above, on January 30, 2020, the Compensation Committee awarded Melissa Law 3,361 restricted stock units (at a value of $29.75 per unit reflecting the average of the trading high and trading low on the date of grant).

On March 11, 2021, the Compensation Committee awarded each of Messrs.

Rothstein, O’Donnell, McGovern, Semple and Rosenthal 7,321 restricted stock units (at a value of $13.66 per unit reflecting the average of the trading high and trading low on the date of grant).

In light of recovering activity levels, our non-employee directors will be granted $100,000 in RSUs in March 2021.

The 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.

Rothstein, O’Donnell, McGovern, Semple and Rosenthal and Ms.

Law 3,115 restricted stock units at a fair value of $32.82 per share.

Consistent with the director compensation program, the Compensation Committee also awarded Tym Tombar 2,512 RSUs at a fair value of $39.23 per share.

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.

The RSU awards 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, 2021, the aggregate number of unvested restricted stock unit awards held by non-employee directors were as follows:

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Alan Semple 3,115 (1)

Tym Tombar 2,512 (2)

(1) RSUs vest on March 11, 2022.

(2) RSUs vested on January 30, 2021.

(3) Represents 21,930 RSUs that vested on February 7, 2021 and 7,321 RSUs that vest on March 11, 2021.

(2) RSUs vest on July 1, 2022.

Compensation Committee Interlocks and Insider Participation

During 2021, the Company’s Compensation Committee consisted of Messrs.

McGovern, O’Donnell and Rosenthal and Ms.

McGovern, O’Donnell, Rosenthal and Tombar and Ms.

During 2021, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions.

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Michael McGovern, Chairman

Melissa Law, Member

John (Andy) O’Donnell, Member

Gary Rosenthal, Member

Melissa Law, Member

Tym Tombar, Member

Reconciliation of GAAP to Non-GAAP Financial Measures

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Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.

See the following reconciliation (in thousands):

Year Ended December 31, 2021

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EBITDA 112,227

Severance expenses 1,864

Other non-operating expense 555

Other non-operating income (898)

Secondary offering related expenses 406

Stock-based compensation 8,620

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The following table sets forth certain information regarding the beneficial ownership of common stock as of February 14, 2022, by (i) each person who is known by the Company to own beneficially more than five percent of the outstanding shares of common stock, (ii) each NEO of the Company, (iii) each director and director nominee of the Company and (iv) all directors and executive officers as a group.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock issuable upon the conversion of restricted stock units (“RSUs”) held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of February 11, 2021, are deemed to be issued and outstanding.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Class A common stock issuable upon the vesting of RSUs held by that person

that will vest within 60 days of February 14, 2022, are deemed to be issued and outstanding.

These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder.

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5% Stockholders

Cadent Energy Partners II, L.P.

15,260 * 8,347,466 30.2 % 8,362,726 11.1 %

Cactus WH Enterprises, LLC (3)

— — % 15,014,963 90.0 % 15,014,963 19.8 %

The Bank of New York Mellon Corporation (5)

2,562,792 5.4 % — — % 2,562,792 3.4 %

BlackRock, Inc.

The Vanguard Group (4)

5,627,890 9.5 % — — % 5,627,890 7.4 %

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5,416,577 9.2 % — — % 5,416,577 7.2 %

The Vanguard Group (6)

AllianceBernstein L.P.

4,864,730 8.2 % — — % 4,864,730 6.4 %

Directors and NEOs:

Bruce Rothstein (3)

BlackRock, Inc.

3,892,630 6.6 % — — % 3,892,630 5.1 %

The Bank of New York Mellon Corporation (8)

3,042,294 5.2 % — — % 3,042,294 4.0 %

Directors and NEOs:

Scott Bender (3)

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108,071 * 15,014,963 90.0 % 15,123,034 20.0 %

Stephen Tadlock (9)

Bruce Rothstein (9),(12)

8,202 * 212,186 1.3 % 220,388 *

David Isaac (10)

Stephen Tadlock (10)

110,474 * — — % 110,474 *

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54,794 * — — % 54,794 *

Alan Semple (12)

50,035 * — — % 50,035 *

John (Andy) O’Donnell (12)

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18,375 * 24,024 * 42,399 *

Alan Semple (14)

David Isaac (13)

30,003 * — — % 30,003 *

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20,208 * — — % 20,208 *

Tym Tombar 15,400 * — — % 15,400 *

Melissa Law (12)

6,476 * — — % 6,476 *

Directors and executive officers as a group (12 persons) 550,344 * 15,278,681 91.6 % 15,829,025 20.9 %

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See “Transactions with Related Persons— Cactus Wellhead LLC Agreement.” The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

direct the disposition of such security.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

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equal to the number of CW Units that they hold.

(3) Cadent Energy Partners II, L.P., its general partner, Cadent Energy Partners II - GP, L.P., and Cadent Management Services, LLC (“Cadent Management”), its manager, are indirectly controlled by Cadent Energy Partners.

Cadent Energy Partners controls all voting and dispositive power over the reported shares and therefore may be deemed to be the beneficial owner of such shares.

Any decision taken by Cadent Management to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Cadent has to be approved by its investment committee.

There are four members of the investment committee, and unanimous approval of the members of the investment committee is required to approve an action.

Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.

This is the situation with regard to the investment committee of Cadent Management.

Bruce Rothstein, the Chairman of our board of directors, is a Managing Director of Cadent Energy Partners.

Certain of our directors and officers have passive interests in Cadent.

In connection with our IPO, Cactus Inc.

entered into a Stockholders’ Agreement with Cadent and Cactus WH Enterprises, which provides Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5% of the outstanding shares of our common stock.

Therefore, Cadent and Cactus WH Enterprises may each be deemed to beneficially own an aggregate 25,979,200 shares of our Class B common stock, representing an aggregate combined voting power of 34.4%.

Cadent also owns 7,939 shares of Class A common stock that were issued to Mr.

Rothstein in connection with the vesting of previously granted restricted stock units.

Rothstein’s position as a managing director at Cadent Energy Partners, all compensation and equity awards that he receives are directly payable or transferred to Cadent Management, a subsidiary of Cadent Energy Partners.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” include 7,321 shares of Class A Common Stock issuable upon the vesting of RSU awards previously granted to Mr.

The business address of Cadent Energy Partners II, L.P.

is 800 Westchester Avenue, Rye Brook, NY 10573.

(4) Scott Bender and Joel Bender control Cactus WH Enterprises and may be deemed to share voting and dispositive power over the reported shares and, therefore, will also be deemed to be the beneficial owners of such shares.

In connection with our IPO, Cactus Inc.

Therefore, Cadent and Cactus WH Enterprises may each be deemed to beneficially own an aggregate 25,979,200 shares, representing an aggregate combined voting power of 34.4%.

(3) Scott Bender and Joel Bender control Cactus WH Enterprises and may be deemed to share voting and dispositive power over the 15,014,963 shares listed as being owned by Cactus WH Enterprises and, therefore, will also be deemed to be the beneficial owners of such shares.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Scott Bender includes 39,467 shares of Class A Common Stock issuable to Scott Bender upon the vesting of previously granted RSU awards.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Joel Bender includes 39,467 shares of Class A Common Stock issuable to Joel Bender upon the vesting of previously granted RSU awards.

The business address of Cactus WH Enterprises is 920 Memorial City Way, Suite 300, Houston, TX 77024.

(5) Based on the Schedule 13G filed on February 1, 2021 by The Bank of New York Mellon Corporation (“The Bank of New York”), which states that The Bank of New York and its affiliates have sole voting power over 2,406,485 shares of our Class A common stock, shared voting power over 363 shares of our Class A common stock, sole dispositive power over 1,167,061 shares of our Class A common stock and shared dispositive power over 1,383,060 shares of our Class A common stock.

All shares covered by such filings are held by The Bank of New York and/or its subsidiaries.

The address of The Bank of New York is c/o The Bank of New York Mellon Corporation, 240 Greenwich Street, New York, NY 10286.

(6) Based on the Schedule 13G/A, filed on January 29, 2021 by BlackRock, Inc., (“BlackRock”) a parent holding company, which states that BlackRock and its affiliates have sole voting power over 3,661,227 shares of our Class A common stock and sole dispositive power over 3,759,121 shares of our Class A common stock.

All shares covered by such filings are held by BlackRock and/or its subsidiaries.

The address of BlackRock, Inc.

is 55 East 52nd Street, New York, NY 10055.

(7) Based on the Schedule 13G filed on January 11, 2021 by T.

(4) Based on the Schedule 13G/A, filed February 9, 2022 by The Vanguard Group (“Vanguard”), which states that Vanguard has shared voting power over 105,918 shares of our Class A common stock, sole dispositive power over 5,471,985 shares of our Class A common stock and shared dispositive power over 155,905 shares of our Class A common stock.

The address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.

(5) Based on the Schedule 13G/A filed on February 14, 2022 by T.

Rowe Price Associates, Inc.

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Pratt Street, Baltimore, MD 21202.

(8) Based on the Schedule 13G/A, filed February 10, 2021 by The Vanguard Group (“Vanguard”), which states that Vanguard has shared voting power over 76,253 shares of our Class A common stock, sole dispositive power over 4,308,712 shares of

our Class A common stock and shared dispositive power over 111,259 shares of our Class A common stock.

The address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.

(6) Based on the Schedule 13G filed on February 14, 2022 by AllianceBernstein L.P.

(“AllianceBernstein”), which states that AllianceBernstein has sole voting power over 4,204,305 shares of our Class A common stock and sole dispositive power over 4,864,730 shares of our Class A common stock.

The address of AllianceBernstein is 1345 Avenue of the Americas, New York, NY 10105.

(7) Based on the Schedule 13G/A, filed on February 3, 2022 by BlackRock, Inc., (“BlackRock”) a parent holding company, which states that BlackRock and its affiliates have sole voting power over 3,818,218 shares of our Class A common stock and sole dispositive power over 3,892,630 shares of our Class A common stock.

All shares covered by such filings are held by BlackRock and/or its subsidiaries.

The address of BlackRock, Inc.

is 55 East 52nd Street, New York, NY 10055.

(8) Based on the Schedule 13G filed on February 2, 2022 by The Bank of New York Mellon Corporation (“The Bank of New York”), which states that The Bank of New York and its affiliates have sole voting power over 2,882,029 shares of our Class A common stock, shared voting power over 522 shares of our Class A common stock, sole dispositive power over 917,683 shares of our Class A common stock and shared dispositive power over 2,110,466 shares of our Class A common stock.

All shares covered by such filings are held by The Bank of New York and/or its subsidiaries.

The address of The Bank of New York is c/o The Bank of New York Mellon Corporation, 240 Greenwich Street, New York, NY 10286.

(9) The Class B common stock held by Mr.

Rothstein includes 184,390 shares held in trusts for members of his family.

(10) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

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(11) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Isaac includes 12,554 shares of Class A Common Stock issuable to Mr.

Isaac upon the vesting of previously granted RSU awards.

(11) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Steven Bender includes 18,228 shares of Class A Common Stock issuable to Mr.

Steven Bender upon the vesting of previously granted RSU awards.

(12) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

O’Donnell includes 7,321 shares of Class A Common Stock issuable to Mr.

O’Donnell upon the vesting of previously granted RSU awards.

(13) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

McGovern includes 7,321 shares of Class A Common Stock issuable to Mr.

McGovern upon the vesting of previously granted RSU awards.

(14) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Semple includes 7,321 shares of Class A Common Stock issuable to Mr.

Semple upon the vesting of previously granted RSU awards.

(12) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” includes 3,115 shares of Class A Common Stock issuable upon the vesting of previously granted RSU awards.

(13) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Rosenthal includes 7,321 shares of Class A Common Stock issuable to Mr.

Rosenthal upon the vesting of previously granted RSU awards.

Isaac includes 15,281 shares of Class A Common Stock issuable to Mr.

Isaac upon the vesting of previously granted RSU awards.

Changes in Control

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to fund its dividend, TRA liability and estimated tax payments and made pro rata distributions to the other members totaling $9.7 million.

Two of our independent directors, Messrs.

McGovern and O’Donnell, have the right to receive pro rata distributions with respect to their percentage ownership of CW Units.

During 2020, a company controlled by Scott Bender and Joel Bender received approximately $10.4

million in pro rata distributions with respect to its percentage ownership of CW Units.

Three of our independent directors, Messrs.

McGovern, O’Donnell and Rothstein, have the right to receive pro rata distributions with respect to their percentage ownership of CW Units.

During 2021, Messrs.

McGovern, O’Donnell and Rothstein received approximately $12 thousand, $15 thousand and $21 thousand, respectively, in pro rata distributions from Cactus LLC.

During 2021, a company controlled by Scott Bender and Joel Bender received approximately $8.1 million in pro rata distributions with respect to its percentage ownership of CW Units.

In addition, Cadent and Steven Bender received pro rata distributions of approximately $0.8 million and $0.7 million, respectively, during 2021 with respect to their percentage ownership of CW Units.

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Conversely, if at any time, any shares of our Class A Common Stock are redeemed, repurchased or otherwise acquired, Cactus LLC shall redeem, repurchase or otherwise acquire an equal number of CW Units held by us, upon the same terms and for the same price, as the shares of our Class A Common Stock are redeemed, repurchased or otherwise acquired.

Under the Cactus Wellhead LLC Agreement, Cadent and its affiliates are not required to offer to us an opportunity to participate in specified business opportunities that are from time to time presented to Cadent and its affiliates, including any of our directors affiliated with Cadent.

The Cactus Wellhead LLC Agreement further provides that if Cadent or an affiliate, including any of our directors affiliated with Cadent, becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us (unless such opportunity is expressly offered to such director in his capacity as one of our directors).

In addition, the Cactus Wellhead LLC Agreement provides that none of Cadent and its affiliates, including any of our directors affiliated with Cadent, will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates.

Cactus LLC will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company.

Upon dissolution, Cactus LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner:

(a) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Cactus LLC, (b) second, to establish cash reserves for contingent or unforeseen liabilities and (c) third, to the members in proportion to the number of CW Units owned by each of them.

(a) first, to creditors (including to the extent permitted by law, creditors

who are members) in satisfaction of the liabilities of Cactus LLC, (b) second, to establish cash reserves for contingent or unforeseen liabilities and (c) third, to the members in proportion to the number of CW Units owned by each of them.

Tax Receivable Agreement

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These adjustments will be allocated to Cactus Inc.

Such adjustments to the tax basis of the tangible and intangible assets of Cactus

LLC would not have been available to Cactus Inc.

Such adjustments to the tax basis of the tangible and intangible assets of Cactus LLC would not have been available to Cactus Inc.

absent its acquisition or deemed acquisition of CW Units pursuant to the exercise of the Redemption Right or the Call Right.

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We have determined that it is more likely than not that actual cash tax savings will be realized by Cactus Inc.

from the tax benefits resulting from our IPO (and the related transactions), the follow-on equity offerings in July 2018 and March 2019 and other CW Unit exchanges.

from the tax benefits resulting from our IPO (and the related transactions), the follow-on equity offerings in July 2018, March 2019 and March 2021 and other CW Unit exchanges.

Future exchanges of CW Units create additional liability and follow the same accounting procedures.

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This ability, in turn, may depend on the ability of Cactus LLC’s subsidiaries to make distributions to it.

that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by Cactus LLC or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

The ability of Cactus LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by Cactus LLC or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

Additionally, distributions made by Cactus LLC generally require pro-rata distribution among all its members, which could be significant.

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McGovern and O’Donnell, have the right to receive payments under the Tax Receivable Agreement in respect of CW Units owned by them at the time of our IPO.

In 2021, Messrs.

McGovern and O’Donnell each received payments, net of administrative fees, under the TRA of approximately $6 thousand.

Rothstein, one of our independent directors, and trusts established for the benefit of Mr.

Rothstein’s family have the right to receive payments under the Tax Receivable Agreement in respect of CW Units distributed to them by Cadent in 2021.

Rothstein did not receive any payments under the Tax Receivable Agreement during 2021.

During 2021, a company controlled by Scott Bender and Joel Bender received approximately $2.8 million in payments, net of administrative fees, under the TRA in respect of CW Units owned by them.

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Registration Rights Agreement

In connection with our IPO, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Cadent, Cactus WH Enterprises and Lee Boquet (together with Cactus WH Enterprises and Cadent, the “Registration Rights Holders”).

In connection with our IPO, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Cadent, Cactus WH Enterprises and Lee Boquet.

As Cadent no longer owns any “Registrable Securities,” as defined in the Registration Rights Agreement, references herein to the “Registration Rights Holders” refer to Cactus WH Enterprises and Lee Boquet.

Pursuant to the Registration Rights Agreement, we agreed to register the sale of shares of Class A Common Stock by the Registration Rights Holders under certain circumstances as described below.

On March 15, 2019, in accordance with the requirements of the Registration Rights Agreement, we filed a shelf registration statement on Form S-3 pursuant to the Securities Act of 1933, as amended, to, among other things, permit the resale by the Registration Rights Holders of shares of Class A Common Stock issuable upon the exercise of redemption rights.

If at any time we are not eligible to register the sale of our securities on Form S‑3, each of Cadent and Cactus WH Enterprises will have the right to request three “demand” registrations, provided that the aggregate amount of registrable securities that are requested to be included in such demand registration is at least $25,000,000.

On March 15, 2019, in accordance with the requirements of the Registration Rights Agreement, we filed a shelf registration statement on Form S-3 (the “Expiring Shelf Registration Statement”) pursuant to the Securities Act of 1933, as amended, to, among other things, permit the resale by the Registration Rights Holders of shares of Class A Common Stock issuable upon the exercise of redemption rights.

Shortly following the filing of this annual report, we intend to file a new registration statement to replace the Expiring Shelf Registration Statement.

If at any time we are not eligible to register the sale of our securities on Form S‑3, Cactus WH Enterprises will have the right to request three “demand” registrations, provided that the aggregate amount of registrable securities that are requested to be included in such demand registration is at least $25,000,000.

Further, the Registration Rights Holders and certain of their assignees will have customary “piggyback” registration rights.

Upon the demand of a Registration Rights Holder, we will facilitate in the manner described in the Registration Rights Agreement a “takedown” of Class A Common Stock off of an effective shelf registration statement.

A shelf takedown may take the form of an underwritten public offering provided that the aggregate amount of registrable securities that are requested to be included in such offering is at least $25,000,000.

A shelf takedown may take

the form of an underwritten public offering provided that the aggregate amount of registrable securities that are requested to be included in such offering is at least $25,000,000.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a registration statement under certain circumstances.

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In connection with our IPO, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Cadent and Cactus WH Enterprises.

Summaries of certain material terms of the Stockholders’ Agreement are set forth below.

Among other things, the Stockholders’ Agreement provides Cadent with the right to designate a number of nominees (each, a “Cadent Director”) to our board of directors such that:

• at least 50% of the directors on the board are Cadent Directors for so long as Cadent and its affiliates collectively beneficially own at least 20% of the outstanding shares of Common Stock;

• at least 25% of the directors on the board are Cadent Directors for so long as Cadent and its affiliates collectively beneficially own less than 20% but at least 10% of the outstanding shares of Common Stock;

• at least one of the directors on the board are Cadent Directors for so long as Cadent and its affiliates collectively beneficially own less than 10% but at least 5% of the outstanding shares of Common Stock;

• once Cadent and its affiliates collectively own less than 5% of the outstanding shares of Common Stock, Cadent will not have any board designation rights.

Further, the Stockholders’ Agreement provides Cactus WH Enterprises with the right to designate a number of nominees (each, a “CWHE Director”) to the Board such that:

The Stockholders’ Agreement was subsequently amended in 2021 after Cadent withdrew from the Agreement.

The Amended and Restated Stockholders’ Agreement provides Cactus WH Enterprises, but not Cadent, with the right to designate a certain number of nominees to our board of directors (“CWHE Directors”) so long as it and its respective affiliates collectively beneficially own at least 5% of the outstanding shares of our common stock as set forth below.

Among other things, the Stockholders’ Agreement provides Cactus WH Enterprises with the right to designate a number of nominees (each, a “CWHE Director”) to the Board such that:

• at least 50% of the directors on the board are CWHE Directors for so long as Cactus WH Enterprises and its affiliates collectively beneficially own at least 20% of the outstanding shares of Common Stock;

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• once Cactus WH Enterprises and its affiliates collectively own less than 5% of the outstanding shares of Common Stock, Cactus WH Enterprises will not have any Board designation rights.

In the event that the percentage ownership of Cadent or Cactus WH Enterprises declines such that the number of Cadent Directors or CWHE Directors, as the case may be, exceeds the number of directors that Cadent or Cactus WH Enterprises is then entitled to designate to our board of directors under the Stockholders’ Agreement, then if requested by the Company, Cadent or Cactus WH Enterprises shall take such actions as are reasonably necessary to remove such excess Cadent Directors or CWHE Directors from the board.

Currently, Bruce Rothstein and Michael McGovern are each deemed to be designees of Cadent, and Scott Bender, Joel Bender and Alan Semple are each deemed to be designees of Cactus WH Enterprises.

Pursuant to the Stockholders’ Agreement, we, Cadent and Cactus WH Enterprises are required to take all necessary action, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by Cadent and Cactus WH Enterprises.

The rights granted to Cadent and Cactus WH Enterprises to designate directors are additive to and not intended to limit in any way the rights that Cadent and Cactus WH Enterprises or any of their affiliates may have to nominate, elect or remove our directors under our amended and restated certificate of incorporation, our amended and restated bylaws or the Delaware General Corporation Law.

In the event that the percentage ownership of Cactus WH Enterprises declines such that the number of CWHE Directors exceeds the number of directors that Cactus WH Enterprises is then entitled to designate to our board of directors under the Stockholders’ Agreement, then if requested by the Company, Cactus WH Enterprises shall take such actions as are reasonably necessary to remove such excess CWHE Directors from the board.

Currently, Scott Bender, Joel Bender and Alan Semple are each deemed to be designees of Cactus WH Enterprises.

Pursuant to the Stockholders’ Agreement, the Company and Cactus WH Enterprises are required to take all necessary action, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by Cactus WH Enterprises.

The rights granted to Cactus WH Enterprises to designate directors are additive to and not intended to limit in any way the rights that Cactus WH Enterprises or any of its affiliates may have to nominate, elect or remove our directors under our amended and restated certificate of incorporation, our amended and restated bylaws or the Delaware General Corporation Law.

The Stockholders’ Agreement shall terminate on January 29, 2023.

Non-Exclusive Aircraft Lease Agreements

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Scott Bender, pursuant to which Cactus LLC leases an aircraft, excluding crew, from SusieAir.

The 2019 agreement replaced the previous agreement originally entered into in 2014 due to the sale of the aircraft under the previous lease.

The 2019 agreement replaced the previous agreement originally entered into in 2014 due to the

sale of the aircraft under the previous lease.

Under the SusieAir Lease, the aircraft may be subject to use by other lessees.

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The SusieAir Lease shall terminate automatically upon a sale or total loss of the aircraft or at any time, upon 30 days’ written notice by either party.

Cactus LLC pays SusieAir a base hourly rent of $1,750 per flight hour of use of the aircraft, payable monthly, for the hours of aircraft operation during the prior calendar month.

Cactus LLC paid SusieAir a base hourly rent of $1,750 per flight hour of use of the aircraft, payable monthly, for the hours of aircraft operation during the prior calendar month.

The SusieAir Lease generally provides that Cactus LLC will indemnify SusieAir from liabilities arising from the operation of the aircraft.

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Scott Bender and Mr.

Joel Bender pay the Company $1,800/day for their personal use of the pilots employed by the Company.

Joel Bender paid the Company from $600 to $1,800/day for their personal use of the pilots employed by the Company, depending on how many company pilots are utilized for the day.

Employment Agreements

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Tadlock has an agreement providing him severance pay under certain circumstances.

Isaac also has an agreement providing him severance pay under certain circumstances and he also

has a non-compete agreement.

For more information, please read Part III.

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10.3† First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Scott Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

10.4† Second Amended and Restated Employment Agreement with Scott Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)

10.5† Amended and Restated Employment Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.6† First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Joel Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

10.7† Second Amended and Restated Employment Agreement with Joel Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)

10.8† Amended and Restated Noncompetition Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

1 unchanged sentence

10.10† Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 12, 2018)

10.9† Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.8 to this Annual Report pursuant to Instruction 2 to Item 6-1 of Regulation S-K (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.11†* Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.10 to this Annual Report pursuant to Instruction 2 to Item 6-1 of Regulation S-K

10.12 Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.13 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.12 Stockholders’ Agreement, effective as of February 12, 2018., by and among Cactus, Inc., Cadent Energy Partners II, L.P.

and Cactus WH Enterprises, LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.14 Amended and Restated Stockholder’s Agreement dated as of March 24, 2021, by and between Cactus, Inc.

and Cactus WH Enterprises, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on March 29, 2021)

10.15 Credit Agreement, dated July 31, 2014, among Cactus Wellhead, LLC, Credit Suisse AG, as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S‑1 (File No.

15 unchanged sentences

333-225 2 69) filed with the Commission on May 29, 2018)

10.21† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.7 to the Registrants Form S-8 Registration Statement (File No.

10.23† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.

8 to the Registrants Form S-8 Registration Statement (File No.

333-225 2 69) filed with the Commission on May 29, 2018)

3 unchanged sentences

Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on March 17, 2020)

10.26†* Form of Performance Stock Unit Agreement under the Cactus, Inc.

Long Term Incentive Plan

10.27† Offer Letter to Stephen Tadlock dated May 30, 2017 (incorporated by reference to Item 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 15, 2019 )

5 unchanged sentences

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Chief Executive Officer pursuant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

24 unchanged sentences

/s/ Joel Bender Senior Vice President, Chief Operating Officer and Director February 28, 2022

/s/ John (Andy) O’Donnell Director February 26, 2021

John (Andy) O’Donnell

/s/ Melissa Law Director February 28, 2022

/s/ Michael McGovern Director February 28, 2022

Michael McGovern

/s/ Alan Semple Director February 26, 2021

/s/ John (Andy) O’Donnell Director February 28, 2022

John (Andy) O’Donnell

/s/ Gary Rosenthal Director February 28, 2022

Gary Rosenthal

/s/ Melissa Law Director February 26, 2021

/s/ Alan Semple Director February 28, 2022

/s/ Tym Tombar Director February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures