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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 34 added, 1260 removed, 82 unchanged (94% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We have evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as amended) as of December 31, 2021.

Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as amended) as of December 31, 2022.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.

7 unchanged sentences

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The directors and executive officers of the Company are:

Name Age Title

Bruce Rothstein 69 Chairman of the Board of Directors

Scott Bender 68 President, Chief Executive Officer and Director

Joel Bender 62 Senior Vice President, Chief Operating Officer and Director

Melissa Law 48 Director, Audit Committee member and Compensation Committee member

Michael McGovern 70 Director, Compensation Committee Chairman and Audit Committee member

John (Andy) O’Donnell 73 Director, Audit Committee member, Compensation Committee member and Nominating and Governance Committee member

Gary Rosenthal 72 Director, Nominating and Governance Committee Chairman and Compensation Committee member

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

Stephen Tadlock 43 Vice President, Chief Financial Officer and Treasurer

David Isaac 61 General Counsel, Vice President of Administration and Secretary

Set forth below is biographical information about each of our directors and executive officers.

Bruce Rothstein—Chairman of the Board of Directors .

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

Rothstein co-founded Cadent Energy Partners LLC (“Cadent Energy Partners”), a natural resources private equity firm that invests in companies in the North American energy industry, in 2003 and served as a Member of Cadent Energy Partners from 2003 until March 2021.

From November 2005 until November 2017, Mr.

Rothstein served on the board of directors of Array Holdings, Inc.

From May 2006 to August 2016, he served on the board of directors of Vedco Holdings, Inc.

From December 2007 to April 2016, Mr.

Rothstein served on the board of directors of Torqued‑Up Energy Services, Inc.

From December 2008 until February 2012, Mr.

Rothstein served as a director of Ardent Holdings, LLC.

Rothstein graduated from Cornell University in 1974 with a Bachelor of Arts in Mathematics and New York University’s Stern School of Business in 1985 with a Master of Business Administration.

We believe that Mr.

Rothstein’s extensive financial and energy investment experience brings valuable skills to our board of directors and qualifies him to serve on our board of directors.

Scott Bender—President, Chief Executive Officer and Director .

Scott Bender has been our President and Chief Executive Officer and one of our directors since 2011, when he and Mr.

Joel Bender founded Cactus LLC.

Prior to founding Cactus LLC, Mr.

Bender was President of Wood Group Pressure Control from 2000 to 2011.

He began his career in 1977 as President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation

Bender graduated from Princeton University in 1975 with a Bachelor of Science in Engineering and the University of Texas at Austin in 1977 with a Master of Business Administration.

We believe that Mr.

Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our board of directors and qualifies him to serve on our board.

Bender is the father of Steven Bender, our Vice President of Operations, and the brother of Joel Bender, our Senior Vice President and Chief Operating Officer and one of our directors.

Joel Bender—Senior Vice President, Chief Operating Officer and Director .

Joel Bender has been our Senior Vice President and Chief Operating Officer and one of our directors since 2011, when he and Mr.

Scott Bender founded Cactus LLC.

Prior to founding Cactus LLC, Mr.

Bender was Senior Vice President of Wood Group Pressure Control from 2000 to 2011.

He began his career in 1984 as Vice President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996.

Bender graduated from Washington University in 1981 with a Bachelor of Science in Engineering and the University of Houston in 1985 with a Master of Business Administration.

We believe that Mr.

Bender is the brother of Scott Bender, our President and Chief Executive Officer and one of our directors.

Melissa Law—Director .

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 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 & Lyle, Ms.

Law held various roles of increasing responsibility at Baker Hughes Incorporated from 1997 to 2017.

At Baker Hughes, Ms.

Law had full profit and loss responsibility for Baker Hughes’ Global Specialty Chemical Business from 2014 to 2017 as well as Baker Hughes’ Australasia geo-market from 2013 to 2014.

Prior to those roles, Ms.

Law held various other senior leadership roles in technology, manufacturing and operations at Baker Hughes.

Law is a graduate of the University of Houston from where she holds a Master of Science in Environmental Chemistry.

We believe Ms.

Law’s qualifications to serve on the board include her 20 years of experience in the energy industry and her multi-industry executive leadership and management experiences.

Michael McGovern—Director .

McGovern has served as one of our directors since 2011.

In February 2021, Mr.

McGovern was elected Chairman of the board of directors of Superior Energy Services, Inc.

(“Superior”) and in March 2021, he assumed the role as Superior’s principal executive officer.

In January 2022, he stepped down as the principal executive officer but remains as Superior’s Executive Chairman of the Board.

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.

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.

We believe Mr.

McGovern’s qualifications to serve on our board of directors include his 40 years of experience in the energy industry and his extensive executive leadership and management experience, including as Chief Executive Officer of several public companies.

John (Andy) O’Donnell—Director .

O’Donnell has served as one of our directors since January 2015.

O’Donnell served as an officer of Baker Hughes Incorporated from 1998 until his retirement in January 2014.

In his most recent role he served as Vice President, Office of the CEO of Baker Hughes Incorporated.

Prior to that he held multiple leadership positions within Baker Hughes Incorporated, including President of Western Hemisphere, President of BJ Services, President of Baker Petrolite and President of Baker Hughes Drilling Fluids.

He was responsible for the process segment, which was divested in early 2004.

O’Donnell also managed Project Renaissance, an enterprise‑wide cost savings effort, completed in 2001.

Prior to that he served as Vice President Manufacturing for Baker Oil Tools and Plant Manager for Hughes Tool Company.

He joined Hughes Tool Company in 1975 starting his career as a systems analyst.

O’Donnell served as an officer and aviator in the U.S.

Marine Corps and holds a B.S.

degree from the University of California, Davis.

He is a member of the board of directors of CIRCOR International, Inc., where he serves on the Compensation Committee and the Nominating and Governance Committee.

We believe Mr.

O’Donnell’s qualifications to serve on our board of directors include his years of experience in the energy industry and his extensive executive leadership and management experience, including as an officer of Baker Hughes Incorporated from 1998 until 2014.

Gary Rosenthal—Director .

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 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.

Rosenthal served as a director and chairman of the Compensation Committee of Oil States International, Inc.

He also served as Chairman of the Board of Hydrochem Holdings, Inc.

from May 2003 until December 2004.

From August 1998 to April 2001, he served as Chief Executive Officer of AXIA Incorporated, a diversified manufacturing company.

From 1991 to 1994, Mr.

Rosenthal served as Executive Chairman and then after its initial public offering, as Chairman and Chief Executive Officer of Wheatley-TXT Corp., a manufacturer of pumps and valves for the oilfield.

Rosenthal holds J.D.

degrees from Harvard University.

We believe that Mr.

Rosenthal’s qualifications to serve on our board of directors include his extensive executive leadership experience and his experience in the energy sector.

Alan Semple—Director .

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

Since December 2015, Mr.

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

From May 2019 until January 2022, Mr.

Semple served as a member of the Board of Directors and Chairman of the Audit Committee of Teekay GP, LLC, the general partner of Teekay LNG Partners, LP.

He was formerly Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in May 2015.

Prior to this, he held a number of senior finance roles in Wood Group since 1996.

Semple graduated from the University of Strathclyde (Glasgow, Scotland) in 1979 with a Bachelor of Arts degree in Business Administration and is a member of the Institute of Chartered Accountants of Scotland.

We believe that Mr.

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

Steven Bender—Vice President of Operations .

Steven Bender has been our Vice President of Operations since 2011.

From 2005 to 2011, Mr.

Bender served as Rental Business Manager of Wood Group Pressure Control.

Bender graduated from Rice University in 2005 with a Bachelor of Arts in English and Hispanic Studies and the University of Texas at Austin in 2010 with a Master of Business Administration.

Bender is the son of Scott Bender, our President and Chief Executive Officer and one of our directors.

Stephen Tadlock—Vice President, Chief Financial Officer and Treasurer .

Tadlock has been our Vice President, Chief Financial Officer and Treasurer since March 2019.

He was our Vice President and Chief Administrative Officer from March 2018 until March 2019 and joined our company in June 2017 as our Vice President of Corporate Services.

Tadlock previously worked at Cadent Energy Partners LLC from 2007 to 2017, where he most recently served as a Partner from 2014 to 2017.

While at Cadent Energy Partners LLC, Mr.

Tadlock managed investments across all energy sectors and worked with Cactus LLC since its founding in 2011 as a board observer.

Prior to joining Cadent Energy Partners LLC, Mr.

Tadlock was a consultant to Cairn Capital, a London based asset management firm.

Previously he was associate to the CEO of SoundView, a publicly traded investment bank in Old Greenwich, Connecticut.

Tadlock began his career as an analyst at UBS Investment Bank in New York, New York.

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 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.

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

David Isaac has been our General Counsel, Vice President of Administration and Secretary since 2018.

Isaac previously worked at Rockwater Energy Solutions, Inc.

from 2011 to 2017 where he most recently served as Senior Vice President of Human Resources and General Counsel.

While at Rockwater, Mr.

Isaac led the Human Resources, HSE, and Legal functions of the organization.

Prior to joining Rockwater, Mr.

Isaac was the Vice President of Human Resources and General Counsel of Inmar, Inc.

a private business-process outsourcing and reverse logistics firm in Winston-Salem, North Carolina.

Previously he served as Senior Vice President of Human Resources at Wachovia Bank, also in Winston-Salem, North Carolina.

Before Wachovia, Mr.

Isaac performed legal and human resources functions for Baker Hughes, Inc.

and its subsidiaries in Houston, Texas.

Isaac graduated from The College of William & Mary in 1983 with a Bachelor of Arts in Economics and from The Ohio State University in 1986 with a Juris Doctor.

Composition of Our Board of Directors

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

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 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.

Certain Relationships and Related Transactions, and Director Independence—Stockholders’ Agreement.”

In evaluating director candidates, our board of directors will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of our board of directors to fulfill their duties.

Our directors are divided into three classes serving staggered three‑year terms.

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

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

Semple and Joel Bender and Ms.

Law have been assigned to Class II, and Mr.

Rothstein, Scott Bender and Mr.

Rosenthal have been assigned to Class III.

At each of the Company’s annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired.

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, 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”).

Committees of the Board of Directors

We have a standing Audit Committee, Compensation Committee and a Nominating and Governance Committee.

Audit Committee

Rules implemented by the NYSE and the SEC require us to have an Audit Committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act.

Our Audit Committee is currently comprised of Messrs.

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

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

SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member.

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 Messrs.

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

Semple serves as the chairman of the Audit Committee.

The Audit Committee oversees, reviews, acts on and reports on various auditing and accounting matters to the board, including:

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 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.

Our Audit Committee charter is available on our website at www.CactusWHD.com.

Compensation Committee

Our Compensation Committee is currently comprised of Messrs.

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

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

McGovern serves as the chairman of the Compensation Committee.

The Compensation Committee establishes salaries, incentives and other forms of compensation for officers and other employees.

The Compensation Committee also administers our incentive compensation plans.

We have adopted a Compensation 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.

Our Compensation Committee charter is available on our website at www.CactusWHD.com.

Nominating and Governance Committee

Our Nominating and Governance Committee is currently comprised of Messrs.

O’Donnell, Rosenthal and Semple, all of whom meet the independence standards established by the NYSE.

Rosenthal serves as the chairman of the Nominating and Governance Committee.

The Nominating and Governance Committee identifies, evaluates and recommends qualified nominees to serve on our board of directors, develops and oversees our internal corporate governance processes and maintains a management succession plan.

We have adopted a Nominating and Governance 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.

Our Nominating and Governance Committee charter is available on our website at www.CactusWHD.com.

Corporate Governance

Corporate Governance Guidelines

Our board of directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to stockholders.

The Company’s “Corporate Governance Guidelines” cover the following principal subjects:

• the size of the board;

• qualifications and independence standards for the board;

• director responsibilities;

• board of director leadership;

• meetings of the board and of non‑employee directors;

• committee functions and independence of committee members;

• compensation of the board;

• self‑evaluation and succession planning;

• ethics and conflicts of interest (a copy of the current “Code of Business Conduct and Ethics” is posted on the Company’s website at www.CactusWHD.com);

• stockholder communications with directors;

• access to senior management and to independent advisors.

The Corporate Governance Guidelines are posted on the Company’s website at www.CactusWHD.com.

The Corporate Governance Guidelines will be reviewed periodically and as necessary by the board for its approval.

The NYSE has adopted rules that require listed companies to adopt governance guidelines covering certain matters.

The Company believes that the Corporate Governance Guidelines comply with the NYSE rules.

Anti-Hedging and Pledging Policies

Our directors and executive officers are prohibited from hedging their ownership of Company stock.

Furthermore, our directors and executive officers are prohibited from pledging their Company stock.

Board Leadership

Our board of directors directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company.

Our board’s responsibility is one of oversight, and in performing its oversight role, our board serves as the ultimate decision‑making body of the Company, except for those matters reserved to or shared with our stockholders.

In accordance with the Company’s Corporate Governance Guidelines, our board of directors selects the Company’s Chairman and the Company’s CEO in any way it considers in the best interests of the Company and, accordingly, does not have a policy on whether the roles of Chairman and CEO should be separate or combined and, if separate, whether the Chairman should be selected from the independent directors.

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

Executive Sessions of Non‑Employee Directors

Our board of directors holds regular executive sessions in which the non‑employee directors meet without any members of management present.

The purpose of these executive sessions is to promote open and candid discussion among the non‑employee directors.

The Chairman of the Board will serve as the lead director at executive sessions of the non‑employee directors, unless the Chairman of the Board is a member of management, in which case the lead director at such meetings will be the chairman of the Audit Committee.

If the non‑employee directors include members who are not independent within the listing requirements of the NYSE, the independent members of the board will meet in executive session at least once per year.

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.

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

Stockholders and any other interested parties may send communications to the board, any committee of the board, the Chairman of the Board or any other director in particular to:

Cactus, Inc., 920 Memorial City Way, Suite 300 Houston, Texas 77024.

Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication.

Our General Counsel will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if:

(1) the communication complies with the requirements of any applicable policy adopted by the board relating to the subject matter of the communication;

and (2) the communication falls within the scope of matters generally considered by the board.

To the extent the subject matter of a communication relates to matters that have been delegated by the board to a committee or to an executive officer of the Company, then our General Counsel may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated.

The acceptance and forwarding of communications to the members of the board or an executive officer does not imply or create any fiduciary duty of the board members or executive officer to the person submitting the communications.

Oversight of Risk Management

Risk assessment, management and oversight are an integral part of our governance and management processes.

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, including information security and cybersecurity 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 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

While we have no formal policy regarding director attendance at our annual meetings of stockholders, directors are encouraged to attend our annual meetings, if practicable.

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

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 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.

We intend to satisfy the disclosure requirement under Item 406(b) of Regulation S-K regarding amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics by posting such information on our website at the address and the location specified above.

The information required by this item (and only such information) is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of December 31, 2022 (“Proxy Statement”).

Executive Compensation

This Compensation Discussion and Analysis (“CD&A”) provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers (collectively our named executive officers or “NEOs”) during the last completed fiscal year and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion.

Throughout this discussion, the following individuals are referred to as our NEOs and are included in the Summary Compensation Table which follows:

Name Position

Scott Bender President, Chief Executive Officer and Director

Joel Bender Senior Vice President, Chief Operating Officer and Director

Stephen Tadlock Vice President, Chief Financial Officer and Treasurer

Steven Bender Vice President of Operations

David Isaac General Counsel, Vice President of Administration and Secretary

Executive Compensation Philosophy and Objectives

The core principle of our executive compensation philosophy is to pay for performance that is aligned with our business strategy and drives growth in shareholder value over the short and long term.

Accordingly, a significant portion of the compensation that we pay to our NEOs is in the form of variable, “at-risk” cash and equity incentives.

The following compensation objectives are considered in setting the compensation components for our executive officers:

• Attraction and retention:

providing compensation opportunities that reflect competitive market practices so that we can attract and retain key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance while carrying out the goals and plans of the Company;

• Paying for performance:

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

• Shareholder alignment:

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

Our compensation philosophy is supported by the following pay elements:

Grounding Principles

Element Key Characteristic Attraction & Retention Pay for Performance Shareholder Alignment

Base Salary • Annual fixed cash compensation

• Critical factor in attracting and retaining qualified talent

Short-term Incentives (STI) • Annual variable cash award

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

Long-term Incentives (LTI) • Provided in the form of performance-based and time-based equity

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

Target Pay Mix

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

Compensation Program Governance

We have worked extensively and deliberately to develop a thoughtful, fair, and effective executive compensation program that helps us to deliver long-term sustainable growth to our shareholders.

The following chart highlights several features of our compensation practices that are intended to meet our objectives:

What We Do What We Don’t Do

ü Significant majority of pay at risk X No excessive perquisites

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

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

ü Regularly evaluate risks of our compensation policy

ü Independent compensation consultant

ü One-year minimum vesting requirement for LTIP grants

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 (“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 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.

How We Make Compensation Decisions

Role of the Compensation Committee

The Compensation Committee has the responsibility for reviewing and approving the compensation policies, programs, and plans for our senior officers (including our NEOs) and our non-employee directors.

The Compensation Committee’s responsibilities include administering our Management Incentive Plan (“MIP”), which provides for annual cash incentive opportunities, and our long-term incentive plan (the “LTIP”), which provides for the grant of equity-based awards.

In addition, the Compensation Committee regularly reviews current best compensation and governance practices to ensure that our executive compensation program is consistent with recent developments and market practice.

In overseeing the compensation of our directors and officers, our Compensation Committee considers various analyses and perspectives provided by its independent compensation consultant and by Company management.

Subject to Board approval in certain circumstances, the Compensation Committee has the sole authority to make final decisions with respect to our executive compensation program, and the Compensation Committee is under no obligation to use the input of other parties.

For more detailed information regarding the Compensation Committee, please refer to the Compensation Committee Charter, which may be accessed via our website at www.CactusWHD.com by selecting “Investors,” “Corporate Governance” and then “Governance Documents.”

Role of Executive Officers in Compensation Decisions

With respect to the compensation of the NEOs other than our Chief Executive Officer, the Compensation Committee considers the recommendations of our Chief Executive Officer and each NEO’s individual performance.

In light of our NEOs’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation

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

However, the Committee is under no obligation to follow those recommendations, and only Compensation Committee members are allowed to vote on decisions regarding NEO compensation.

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

In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

Role of Independent Compensation Consultant

Pearl Meyer & Partners, LLC (“Pearl Meyer”) serves as independent compensation consultant for, and reports directly to, the Compensation Committee.

Representatives of Pearl Meyer attend Compensation Committee meetings as requested and communicate with the Compensation Committee informally between meetings as necessary.

Pearl Meyer assists and advises the Compensation Committee on all aspects of our executive compensation program.

Services provided by the independent compensation consultant include:

• reviewing the compensation and stock performance of peer companies and recommending changes to our peer group, as necessary;

• reviewing executive compensation based on an analysis of market-based compensation data;

• analyzing the effectiveness of our executive compensation program and recommending changes, as necessary;

• evaluating how well our executive compensation adheres to program objectives.

To facilitate the delivery of these services to the Compensation Committee, Pearl Meyer interfaces with our management, primarily with our General Counsel and VP of Administration.

In 2021, Pearl Meyer did not provide any services to the Company other than those requested by the Compensation Committee in Pearl Meyer’s role as the Committee’s independent advisor.

Other than those services requested by the Compensation Committee, Pearl Meyer did not have any business or personal relationships with members of the Compensation Committee or executives of the Company, did not own any of the Company’s common stock and maintained policies and procedures designed to avoid such conflicts of interest.

As such, the Compensation Committee determined the engagement of Pearl Meyer in 2021 did not create any conflicts of interest.

Role of Competitive Benchmarking

The Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies.

The Compensation Committee does not set specific percentile goals against competitive data for purposes of determining executive compensation levels.

In establishing individual compensation opportunities, the Committee considers this competitive data as well as a variety of other factors including individual performance, competencies, scope of responsibility, and internal equity.

The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly, as well as other similarly sized companies in related industries that could potentially compete with us for executive talent.

The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”), as well as for broader general industry companies of comparable size and business complexity (compensation survey data), as provided to the Committee by their independent advisor.

In selecting comparison companies, the Compensation Committee considers various factors including each company’s participation in the energy services sector as well as market capitalization, annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees.

The selected peer companies are reviewed from time to time to ensure their

continued appropriateness for comparative purposes.

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

2021 Compensation Peer Group (1)

Archrock, Inc.

ProPetro Holding Corp.

Core Laboratories, NV Patterson-UTI Energy, Inc.

Dril-Quip, Inc.

Oil States International, Inc.

DMC Global Inc.

ChampionX Corporation

Frank’s International, NV Liberty Oilfield Services Inc.

Helix Energy Solutions Group, Inc.

USA Compression Partners, LP

(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

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive.

The Compensation Committee reviews each executive’s base salary annually.

Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge.

The Compensation Committee also considers compensation data from peer group companies and other similarly sized companies in businesses comparable to the Company’s, the Company’s and the executive’s performance, and any significant changes in the executive’s responsibilities.

The Compensation Committee considers all of these factors together plus overall industry conditions.

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

Joel Bender 300,000 135,000 300,000 400,000

Stephen Tadlock 335,000 226,125 335,000 400,000

Steven Bender 300,000 135,000 300,000 400,000

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

(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

Our NEOs are eligible for an annual incentive bonus which is designed to focus executives on execution of our annual plan, which is linked to our long-term strategy.

Execution against our annual corporate plan is important to drive long-term

shareholder value by improving financial strength, managing costs and investing in projects that will deliver future value.

We employ financial and safety performance metrics to further specific objectives of our strategy, such as Adjusted EBITDA, Operating Capital Employed (“OCE”) divided by revenue and total recordable incident rate (“TRIR”).

In 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.

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

Name Target Bonus %

Scott Bender 100%

Joel Bender 100%

Stephen Tadlock 80%

Steven Bender 80%

David Isaac 65%

Target Bonus Opportunity

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

For 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 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.

Depending upon Company performance, actual payouts under the 2021 MIP may be between 0% and 140% of the Target Bonus for each NEO.

The percentages of base salary payable to each NEO with respect to 2021 performance are set forth in the tables below.

Adjusted EBITDA

(in millions) Bonus %

Threshold $89.2 0%

Target 111.5 100%

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

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:

($ in millions)

Performance Parameter Threshold Target Stretch Actual (1)

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

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

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 are contingent upon our stock price performance.

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

The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock‑based awards, cash awards, substitute awards and performance awards.

The Board has delegated to the Compensation Committee the authority to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards.

In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

In 2021, the Compensation Committee approved LTIP awards using a mix of performance stock units (“PSUs”) and time-based restricted stock units (“RSUs”).

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 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.

NEO Target # of PSUs Awarded (1)

# of RSUs Awarded (2)

Approximate Compensation Value Intended to be Delivered

Scott Bender 23,358 23,358 $ 1,500,000

Joel Bender 23,358 23,358 1,500,000

Stephen Tadlock 9,390 9,390 603,000

Steven Bender 9,343 9,343 600,000

David Isaac 8,176 8,176 525,000

(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.

2021-2023 Performance Stock Unit Metrics and Goals:

Weight Threshold Target Maximum

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

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

100% 15% 20% 25%

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

If the Company’s ROCE performance falls between any of these payout levels, the percentage multiple of the target PSUs will be interpolated based on the actual ROCE of the Company in relation to the payout levels.

Notwithstanding the foregoing, in the event the Company’s ROCE for the performance period is less than the ROCE of the median performer of the Company’s peer companies (as defined per the agreement), when ranked by ROCE over the performance period, then the number of earned PSUs will be capped at 100% of the target number of PSUs.

Other Compensation Practices and Policies

Stock Ownership Guidelines

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

Position Required Level of Ownership

Chief Executive Officer 6 times base salary

Other NEOs 2 times base salary

Non-Employee Directors 3 times annual cash retainer for Board service

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

Clawback Policy

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

The Company offers retirement, health and welfare benefits to substantially all of its U.S.

employees including executive officers.

Executive officers are eligible for these benefits on the same basis as other employees.

Health and welfare benefits we offer to our employees include medical, vision and dental coverage, life insurance, accidental death and dismemberment, short and long-term disability insurance, flexible spending accounts and employee assistance.

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

employees, including the NEOs.

Participants may contribute from 1% to 85% of their base pay and cash incentive compensation (subject to U.S.

Internal Revenue Service (“IRS”) limitations), and the Company has historically made matching contributions under this plan on the first 7% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 4% employee contribution).

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

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.

Additionally, Scott Bender receives a gasoline reimbursement.

Compensation Risk

Our compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on an individual basis and at the entity level.

In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking.

Our compensation strategies are designed to encourage company growth and appropriate risk taking but not to encourage excessive risk taking.

We also attempt to design the compensation program for our larger general employee population so that it does not inappropriately incentivize our employees to take unnecessary risks in their day-to-day activities.

We recognize, however, that there are trade-offs and that it can be difficult in specific situations to maintain the appropriate balance.

As such, we continue to evaluate our programs with a goal of preventing them from becoming materially imbalanced one way or the other.

Our compensation arrangements contain certain design elements that are intended to minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results.

Those elements include a maximum amount that can be earned under our annual incentive cash compensation program.

We also provide compensation to our NEOs in the form of a reasonable base salary (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.

In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees, including our NEOs, are reasonably likely to have a material adverse effect on us.

Employment, Severance, and Change-in-Control Agreements

Employment Agreements

In 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;

• participation in all of our employee benefit plans to the extent the executive is eligible thereunder;

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

• an annual cash bonus of up to 100% of annual base salary (“Base Bonus”) and an opportunity to earn an additional Stretch Bonus opportunity of up to 40% of the Base Bonus in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board.

We have not entered into separate severance agreements with Messrs.

Scott and Joel Bender and instead rely on the terms of each executive’s Employment Agreement to dictate the terms of any severance arrangements.

Tadlock will be eligible to receive severance payments should a merger or sale transaction result in Mr.

Tadlock being terminated by the new entity.

Severance payments that could become payable to Messrs.

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

In connection with our IPO, on February 12, 2018, Cactus LLC entered into amended and restated noncompetition agreements (each, a “Noncompetition Agreement”) with each of Scott Bender and Joel Bender.

Each of the Noncompetition Agreements provide that, for a period of one year following termination of his employment, Scott Bender and Joel Bender will not (i) compete against us in connection with our business, (ii) solicit or induce any of our employees to leave his or her employment with us or hire any of our employees or (iii) solicit or entice customers who were our customers within the one‑year period immediately prior to his date of termination to cease doing business with us or to begin doing business with our competitors.

Pursuant to his employment arrangement with the Company, Mr.

Isaac is subject to the same restrictions.

Summary Compensation Table

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

Name and Principal Position Year Salary Bonus (1)

Incentive Plan

Compensation (2)

Compensation (4)

Scott Bender, President, Chief Executive Officer and Director (5)

2021 $ 225,294 $ 24,964 $ 234,968 $ 1,533,220 $ 13,400 $ 2,031,846

2020 122,745 — 18,301 1,500,004 14,612 1,655,662

2019 300,000 — 334,835 1,499,994 29,102 2,163,931

Joel Bender, Senior Vice President, Chief Operating Officer and Director (5)

2021 249,231 — 259,932 1,533,220 13,400 2,055,783

2020 183,750 — 18,301 1,500,004 15,201 1,717,256

2019 300,000 — 334,835 1,499,994 30,120 2,164,949

Stephen Tadlock, Vice President, Chief Financial Officer and Treasurer

2021 328,719 — 274,266 616,360 11,313 1,230,658

2020 265,906 28,827 21,173 603,007 16,508 935,421

2019 321,923 — 180,971 1,502,947 24,773 2,030,614

Steven Bender, Vice President of Operations

2021 249,231 34,417 207,946 613,274 10,456 1,115,324

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

2021 294,375 — 199,560 536,672 865 1,031,472

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

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 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

Scott Bender $ 6,200 $ 7,200

Joel Bender 6,200 7,200

Stephen Tadlock 4,113 7,200

Steven Bender 3,256 7,200

David Isaac 865 —

(5) Although Messrs.

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

Grants of Plan-Based Awards

The following table provides information about equity and non-equity awards granted to our NEOs in 2021.

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under

Equity Incentive Plan Awards (2)

All Other Stock Awards:

Number of Shares of Stock or Units

Grant Date Fair Value of Stock Awards

Date Threshold

($) Threshold (#) Target

(#) Maximum (#)

Scott Bender $ — $ 225,294 $ 315,412

3/11/2021 11,679 23,358 46,716 $ 766,610

3/11/2021 23,358 766,610

Joel Bender — 249,231 348,923

3/11/2021 11,679 23,358 46,716 766,610

3/11/2021 23,358 766,610

Stephen Tadlock — 262,975 368,165

3/11/2021 4,695 9,390 18,780 308,180

3/11/2021 9,390 308,180

Steven Bender — 199,385 279,139

3/11/2021 4,672 9,343 18,686 306,637

3/11/2021 9,343 306,637

David Isaac — 191,344 267,881

3/11/2021 4,088 8,176 16,352 268,336

3/11/2021 8,176 268,336

(1) Amounts in these columns represent the threshold, target and maximum estimated payouts for 2021 MIP cash bonus awards.

The actual value of bonuses paid to our NEOs for 2021 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

(2) Shares in these columns represent the threshold, target and maximum number of estimated PSUs eligible for vesting per the award agreements executed on March 11, 2021.

“Threshold” reflects the lowest possible payout (50% of the grant), “Target” represents the number of PSUs awarded under each grant, and “Maximum” reflects the highest possible payout (200% of the grant).

The award agreements under which the PSUs were issued provide that no PSUs will vest unless 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 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.

With respect to the PSU awards, this column reflects the grant date fair value for such PSUs at target.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table reflects information regarding outstanding stock awards held by our NEOs as of December 31, 2021.

Name Grant Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units That Have Not Vested ($) (1)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)

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

3/11/2020 36,603 (3)

1,395,672 54,905 (5)

3/11/2021 23,358 (4)

890,641 23,358 (6)

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

3/11/2020 36,603 (3)

1,395,672 54,905 (5)

3/11/2021 23,358 (4)

890,641 23,358 (6)

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

3/11/2020 19,619 (3)

748,072 4,905 (5)

3/11/2021 9,390 (4)

358,041 9,390 (6)

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

3/11/2020 19,522 (3)

744,374 4,880 (5)

3/11/2021 9,343 (4)

359,249 9,343 (6)

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

3/11/2020 17,082 (3)

651,337 4,270 (5)

3/11/2021 8,176 (4)

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.

(4) Reflects RSUs which vest over three years in equal annual installments on March 11, 2022, March 11, 2023 and March 11, 2024.

(5) Reflects PSUs 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.”

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.

Stock Awards (1)

Name Number of Shares Acquired on Vesting (#) Pre-tax Value Realized on Vesting ($)

Scott Bender 49,225 $ 1,549,073

Joel Bender 49,225 1,549,073

Stephen Tadlock 56,110 1,716,858

Steven Bender 25,638 801,546

David Isaac 15,593 548,169

(1) Reflects shares received pursuant to RSU awards vesting in 2021.

The value realized upon vesting of these awards represents the aggregate dollar amount realized by the NEO upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting dates.

For Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender, the applicable vesting dates were February 7, 2021 and March 11, 2021 and the closing price of the Class A common stock on these dates was $29.03 and $32.82, respectively.

For David Isaac, the applicable vesting dates were March 11, 2021 and October 24, 2021, and the closing price of the Class A common stock on these dates was $32.82 and $44.80, respectively.

Pension Benefits and Nonqualified Deferred Compensation

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

Potential Payments Upon Termination or Change of Control

Each of our NEOs may be entitled to certain severance and other benefits upon a termination of employment under their respective award agreements and employment agreements, as described in further detail below.

The description of the relevant terms of such award agreements and employment agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed.

Employment Agreements

Scott Bender and Joel Bender Employment Agreements

We have entered into employment agreements with Messrs.

Scott and Joel Bender.

The Employment Agreements do not provide for accelerated or enhanced cash payments or health and welfare benefits upon a change in control but do provide for salary continuation payments and subsidized health and welfare benefits upon the termination of the executive’s employment for “good reason” or without “cause.” To receive benefits under the Employment Agreements, the executive officer will be required to execute a release of all claims against the Company.

Termination for Good Reason or Without Cause.

If either Scott or Joel Bender terminates his employment for “good reason” or is terminated by us without “cause,” he will be entitled to receive as severance, in addition to any amounts earned and unpaid through the date of termination, his then‑current base salary and benefits (except car and expense reimbursement benefits) for the remaining term of the Employment Agreement if such term is greater than one year, or if such term is not greater than one year, one year from the date of termination, paid in lump sum within 60 days after the executive’s separation from service.

Termination Due to Disability.

If either Scott or Joel Bender’s employment is terminated by either us or the executive due to disability, he will be entitled to receive as severance his then‑current base salary and benefits through the remainder of the calendar month during which such termination is effective and for the lesser of (a) six consecutive months thereafter or (b) the date on which disability insurance benefits commence under any disability insurance coverage which may be provided by us, paid in lump sum within 30 days after the executive’s termination due to disability.

Termination Due to Death.

If either Scott or Joel Bender’s employment is terminated due to death, his estate will be entitled to receive his then‑current base salary and accrued benefits through the end of the calendar month in which his death occurs, paid in lump sum within 30 days after the executive’s termination due to death.

In each case, if the executive is entitled

to severance payments, during such severance period we will pay such executive’s portion of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium payments, and if COBRA is no longer available during such period, we will provide similar health insurance coverage for such executive during the severance period.

For purposes of Scott and Joel Bender’s Employment Agreements:

• The term “cause” means the executive (i) is convicted of, or enters a nolo contendre or guilty plea with respect to, a crime involving fraud, theft, embezzlement or other act of material dishonesty or the Board’s loss of confidence in the executive because he is convicted of, or enters a nolo contendre 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 his employment agreement other than a breach which (being capable of being remedied) is remedied by him within 14 days of being called upon to do so in writing by us;

or (iii) fails to perform his duties and responsibilities (other than a failure from disability) for a period of 30 consecutive days.

• The term “good reason” means any of the following:

(i) we commit any material breach of the provisions of the executive’s Employment Agreement;

(ii) we assign the executive to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities or duties as of the effective date of the Employment Agreement;

(iii) the requirement by us that the executive be based anywhere other than Houston, Texas, provided that such a change in geographic location be deemed material;

or (iv) any decrease of more than 10% in the executive’s base salary as of the effective date of the Employment Agreement.

In any case, the executive must provide written notice of termination for good reason within 90 days of the initial existence of the condition at issue, and we will have the opportunity to cure such circumstances within a 30‑day period of receipt of such notice.

Stephen Tadlock Offer Letter

Pursuant to the terms of his offer letter, Mr.

Tadlock will be eligible to receive six months of severance should a merger or sale transaction result in Mr.

Tadlock being terminated by the new entity.

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 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;

or (iii) fails to perform their duties and responsibilities (other than a failure resulting from Disability).

The Company’s PSU award agreements provide that 100% of target PSUs shall immediately become earned units upon (i) the employee’s termination of employment due to death or Disability or (ii) the employee’s Normal Retirement.

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.

Management Incentive Plan Awards

The Company’s Management Incentive Plan provides that participants whose employment ends before the bonus payments are made forfeit all rights to participate in the Management Incentive Plan and to receive any bonus relating to prior service, except for the following:

• Injury, disability or ill-health (as determined by the Compensation Committee);

• Change of control;

Quantification of Payments

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 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.

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)

Scott Bender Compensation:

Cash Severance $ — $ 300,000 $ 300,000 $ 150,000 $ 25,000 $ —

Stock Awards (1)

— 5,780,661 (4)

4,577,773 5,780,661 5,780,661 4,577,773

Performance Cash Awards (2)

— — 234,968 234,968 234,968 234,968

Benefits & Perquisites:

Health and Welfare Benefits (3)

— 11,369 11,369 5,684 947 —

Total $ — $ 6,092,030 $ 5,124,110 $ 6,171,313 $ 6,041,576 $ 4,812,741

Joel Bender Compensation:

Cash Severance $ — $ 300,000 $ 300,000 $ 150,000 $ 25,000 $ —

Stock Awards (1)

— — 4,577,773 5,780,661 5,780,661 4,577,773

Performance Cash Awards (2)

— — 259,932 259,932 259,932 259,932

Benefits & Perquisites:

Health and Welfare Benefits (3)

— 11,369 11,369 5,684 947 —

Total $ — $ 311,369 $ 5,149,074 $ 6,196,277 $ 6,066,540 $ 4,837,705

Stephen Tadlock Compensation:

Cash Severance $ — $ — $ 167,500 $ — $ — $ —

Stock Awards (1)

— — 2,333,365 2,162,352 2,162,352 2,333,365

Performance Cash Awards (2)

— — 274,266 274,266 274,266 274,266

Benefits & Perquisites:

Health and Welfare Benefits (3)

Total $ — $ — $ 2,775,131 $ 2,436,618 $ 2,436,618 $ 2,607,631

Steven Bender Compensation:

Cash Severance $ — $ — $ — $ — $ — $ —

Stock Awards (1)

— — 2,017,191 1,847,017 1,847,017 2,017,191

Performance Cash Awards (2)

— — 207,946 207,946 207,946 207,946

Benefits & Perquisites:

Health and Welfare Benefits (3)

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

David Isaac Compensation:

Cash Severance $ — $ — $ — $ — $ — $ —

Stock Awards (1)

— — 1,739,643 1,590,707 1,590,707 1,739,643

Performance Cash Awards (2)

— — 199,560 199,560 199,560 199,560

Benefits & Perquisites:

Health and Welfare Benefits (3)

Total $ — $ — $ 1,939,203 $ 1,790,267 $ 1,790,267 $ 1,939,203

(1) Reflects the value of unvested RSU and target PSU awards as of December 31, 2021 that would be accelerated as a result of the separation event based on the Company’s stock price of $38.13, which was the closing market price of the Company’s Class A common stock as of December 31, 2021.

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, 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.

(3) Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the NEO under the Company’s health and welfare benefit plans for the applicable continuation period specified in the Executive Agreements.

(4) Due to Mr.

Bender’s eligibility for “Normal Retirement” treatment in the event of a separation from service without cause, this reflects the value of unvested RSUs and PSUs held by Mr.

Bender as of December 31, 2021 that would be accelerated upon his “Normal Retirement.”

2021 Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (other than the Chief Executive Officer) and the annual total compensation of Scott Bender, our Chief Executive Officer.

For 2021, our last completed fiscal year:

• 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.

◦ As a result, we estimate that Scott Bender’s 2021 annual total compensation was approximately 22 times that of our median employee.

• To identify the median employee, we took the following steps:

◦ We determined that, as of December 1, 2021, our employee population consisted of 1,037 individuals.

This population consisted of our full-time and part-time employees (including both active employees and employees on leave as of December 1, 2021).

◦ We selected December 1, 2021 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.

◦ We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records.

Compensation was annualized for employees that were not employed by us for all of 2021.

◦ For our employees located outside of the United States, we obtained similar payroll records and converted such information into U.S.

dollars using the year-end currency exchange rate.

• To determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps:

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

Scott and Joel Bender, as employees of the Company, do not receive compensation for their services as directors in addition to their employee compensation described above.

The table below reflects the compensation provided during 2021 to each member of the Board who was not employed by the Company.

Name Fees Earned or Paid in Cash (1)

Stock Awards (2)

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

Melissa Law 87,628 102,234 189,862

Michael McGovern 92,239 102,234 194,473

John (Andy) O'Donnell 92,239 102,234 194,473

Rosenthal 87,628 102,234 189,862

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.

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.

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

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:

Name Stock Awards (#)

Bruce Rothstein 3,115 (1)

Melissa Law 3,115 (1)

Michael McGovern 3,115 (1)

John (Andy) O'Donnell 3,115 (1)

Rosenthal 3,115 (1)

Alan Semple 3,115 (1)

Tym Tombar 2,512 (2)

(1) RSUs vest on March 11, 2022.

(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, 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.

In 2021, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Cactus Inc.

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402 of Regulation S-K promulgated by the SEC with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2022 annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Compensation Committee of the Board of Directors

Michael McGovern, Chairman

Melissa Law, Member

John (Andy) O’Donnell, Member

Gary Rosenthal, Member

Tym Tombar, Member

Reconciliation of GAAP to Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not measures of net income as determined by GAAP.

EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization.

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

See the following reconciliation (in thousands):

Year Ended December 31, 2021

Net income $ 67,470

Interest income, net 774

Income tax expense 7,675

Depreciation and amortization 36,308

EBITDA 112,227

Other non-operating income (898)

Secondary offering related expenses 406

Stock-based compensation 8,620

Adjusted EBITDA $ 120,355

The information required by this item (and only such information) is incorporated by reference to our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

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 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.

All of such information is based on publicly available filings, unless otherwise known to us from other sources.

As of February 14, 2022, 59,035,237 shares of our Class A common stock and 16,674,282 shares of our Class B common stock were outstanding.

Unless otherwise noted, the mailing address of each person or entity named below is 920 Memorial City Way, Suite 300 Houston, Texas 77024.

Shares Beneficially Owned by

Certain Beneficial Owners and Management (1)

Common Stock Class B

Common Stock Combined Voting Power (2)

class Number % of

5% Stockholders

Cactus WH Enterprises, LLC (3)

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

The Vanguard Group (4)

5,627,890 9.5 % — — % 5,627,890 7.4 %

Rowe Price Associates (5)

5,416,577 9.2 % — — % 5,416,577 7.2 %

AllianceBernstein L.P.

4,864,730 8.2 % — — % 4,864,730 6.4 %

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)

109,931 * 15,014,963 90.0 % 15,124,894 20.0 %

Joel Bender (3)

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

Bruce Rothstein (9),(12)

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

Stephen Tadlock (10)

110,474 * — — % 110,474 *

Steven Bender (11)

54,794 * — — % 54,794 *

Alan Semple (12)

50,035 * — — % 50,035 *

John (Andy) O’Donnell (12)

18,375 * 27,508 * 45,883 *

Michael McGovern (12)

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

David Isaac (13)

30,003 * — — % 30,003 *

Gary Rosenthal (12)

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 %

* Less than 1.0%

(1) Subject to the terms of the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), each holder of common units representing limited liability company interests in Cactus LLC (such units, “CW Units” and holders of CW Units, “CW Unit Holders”), subject to certain limitations, has the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at our election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

(instead of Cactus LLC) will have the right (the “Call Right”) to acquire each tendered CW Unit directly from the exchanging CW Unit Holder for, at its election, (x) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B Common Stock will be canceled.

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.

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.

Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock, except to the extent this power may be shared with a spouse.

(2) Represents percentage of voting power of our Class A Common Stock and Class B Common Stock voting together as a single class.

The CW Unit Holders hold one share of Class B Common Stock for each CW Unit that they own.

Each share of Class B Common Stock has no economic rights but entitles the holder thereof to one vote for each CW Unit held by such holder.

Accordingly, the CW Unit Holders collectively have a number of votes in Cactus Inc.

equal to the number of CW Units that they hold.

(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.

(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.

Rowe Price”), which states that T.

Rowe Price and its affiliates have sole voting power over 1,796,800 shares of our Class A common stock and sole dispositive power over 5,416,577 shares of our Class A common stock.

The address of T.

Rowe Price is 100 E.

Pratt Street, Baltimore, MD 21202.

(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.

Tadlock includes 26,345 shares of Class A Common Stock issuable to Mr.

Tadlock 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” 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.

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

We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth certain information relating to our LTIP as of December 31, 2021.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price of outstanding options, warrants and rights ($) (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)

Equity compensation plans approved by security holders N/A N/A N/A

Equity compensation plans not approved by security holders (4)

673,337 N/A 1,295,150

Total 673,337 N/A 1,295,150

(1) This column reflects all shares subject to time-based restricted stock units and performance-based stock units granted under the LTIP that were outstanding and unvested as of December 31, 2021.

No stock options or warrants have been granted under the LTIP.

(2) No stock options have been granted under the LTIP, and the restricted stock units reflected in column (a) are not reflected in this column as they do not have an exercise price.

(3) This column reflects the total number of shares remaining available for issuance under the LTIP as of December 31, 2021.

(4) See “Item 11.

Executive Compensation—Elements of Compensation” for more information about our LTIP.

The information required by this item (and only such information) is incorporated by reference to our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

Policies and Procedures for Review of Related Party Transactions

A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

• any person who is known by us to be the beneficial owner of more than 5% of any class of our voting securities;

• any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock;

• any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

Our board of directors adopted a written Related Party Transactions policy prior to the completion of our IPO.

Pursuant to this policy, our Audit Committee has and will continue to review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions.

In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee takes into account, among other factors, the following:

(i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction.

Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Cactus Wellhead LLC Agreement

Under the Cactus Wellhead LLC Agreement, each CW Unit Holder, subject to certain limitations, has the right, pursuant to the Redemption Right, to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at Cactus LLC’s election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

(instead of Cactus LLC) will have the right, pursuant to the Call Right, to acquire each tendered CW Unit directly from the exchanging CW Unit Holder for, at its election, (x) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B Common Stock will be canceled.

In addition, any redemptions involving all of the CW Units held by a CW Unit Holder (subject to the discretion of Cactus Inc.

to suspend or otherwise restrict redemptions under certain circumstances) may occur at any time.

As the CW Unit Holders redeem their CW Units, our membership interest in Cactus LLC will be correspondingly increased, the number of shares of Class A Common Stock outstanding will be increased, and the number of shares of Class B Common Stock outstanding will be reduced.

Any exercise by Cactus LLC or Cactus Inc.

of the right to acquire redeemed CW Units for cash must be approved by the board of directors of Cactus Inc.

To date, neither Cactus Inc.

nor Cactus LLC have elected to acquire CW Units for cash in connection with exchanges by CW Unit Holders.

It is the policy of Cactus Inc.

that any exercise by Cactus Inc.

or Cactus LLC of the right to acquire redeemed CW Units for cash must be approved by a majority of those members of the board of directors of Cactus Inc.

who have no interest in such transaction.

Under the Cactus Wellhead LLC Agreement, we have the right to determine when distributions will be made to CW Unit Holders and the amount of any such distributions.

If we authorize a distribution, such distribution will be made to the holders of CW Units on a pro rata basis in accordance with their respective percentage ownership of CW Units.

For the year ended December 31, 2021, Cactus LLC distributed $30.6 million to Cactus Inc.

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

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.

The holders of CW Units, including us, will generally incur U.S.

federal, state and local income taxes on their proportionate share of any taxable income of Cactus LLC and will be allocated their proportionate share of any taxable loss of Cactus LLC.

Net profits and net losses of Cactus LLC generally will be allocated to holders of CW Units on a pro rata basis in accordance with their respective percentage ownership of CW Units, except that certain non pro rata adjustments will be required to be made to reflect built-in gains and losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses.

To the extent Cactus LLC has available cash and subject to the terms of any current or future credit agreements or debt instruments, we intend to cause Cactus LLC to make (i) pro rata distributions to the holders of CW Units, including us, in an amount at least sufficient to allow us to pay our taxes and make payments under the Tax Receivable Agreement that we entered into with the TRA Holders in connection with our IPO and (ii) non pro rata payments to Cactus Inc.

to reimburse us for our corporate and other overhead expenses incurred by us in connection with serving as a managing member of Cactus LLC.

The Cactus Wellhead LLC Agreement provides that, except as otherwise determined by us, at any time we issue a share of our Class A Common Stock or any other equity security, the net proceeds received by us with respect to such issuance, if any, shall be concurrently invested in Cactus LLC, and Cactus LLC shall issue to us one CW Unit or other economically equivalent equity interest.

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.

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.

Tax Receivable Agreement

Pursuant to the Cactus Wellhead LLC Agreement, each TRA Holder will, subject to certain limitations, have the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at Cactus LLC’s election, (x) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

(instead of Cactus LLC) will have the right (the “Call Right”) to acquire each tendered CW Unit directly from the exchanging TRA Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be canceled.

Cactus LLC has made for itself (and for each of its direct or indirect subsidiaries that is treated as a partnership for U.S.

federal income tax purposes and that it controls) an election under Section 754 of the Internal Revenue Code (the “Code”), effective for 2018 and each taxable year in which a redemption of CW Units pursuant to the Redemption Right or the Call Right occurs.

Pursuant to the Section 754 election, redemptions of CW Units pursuant to the Redemption Right or the Call Right are expected to result in adjustments to the tax basis of the tangible and intangible assets of Cactus LLC.

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.

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

In addition, the repayment of borrowings outstanding under the Cactus LLC term loan facility resulted in adjustments to the tax basis of the tangible and intangible assets of Cactus LLC, a portion of which was allocated to Cactus Inc.

These basis adjustments are expected to increase (for tax purposes) Cactus Inc.’s depreciation and amortization deductions and may also decrease Cactus Inc.’s gains (or increase its losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

Such increased deductions and losses and reduced gains may reduce the amount of tax that Cactus Inc.

would otherwise be required to pay in the future.

The TRA will generally provide for the payment by Cactus Inc.

to each TRA Holder of 85% of the net cash savings, if any, in U.S.

federal, state and local income tax and franchise tax that Cactus Inc.

actually realizes or is deemed to realize in certain circumstances as a result of (i) certain increases in tax basis that occur as a result of Cactus Inc.’s acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of such TRA Holder’s CW Units in connection with CW Unit exchanges or pursuant to the exercise of the Redemption Right or the Call Right, (ii) certain increases in tax basis resulting from the repayment of borrowings outstanding under Cactus LLC’s term loan facility and (iii) imputed interest deemed to be paid by Cactus Inc.

as a result of, and additional tax basis arising from, any payments Cactus Inc.

makes under the TRA.

We will retain the benefit of the remaining 15% of the cash savings.

The payment obligations under the TRA are Cactus Inc.’s obligations and not obligations of Cactus LLC, and we expect that the payments we will be required to make under the TRA will be substantial.

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, March 2019 and March 2021 and other CW Unit exchanges.

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

Estimating the amount and timing of payments that may become due under the TRA is by its nature imprecise and the assumptions used in the estimate can change.

For purposes of the TRA, net cash savings in tax generally will be calculated by comparing Cactus Inc.’s actual tax liability (determined by using the actual applicable U.S.

federal income tax rate and an assumed combined state and local income tax rate) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA.

The amounts payable, as well as the timing of any payments under the TRA, are dependent upon significant future events and assumptions, including the timing of the redemption of CW Units, the price of our Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its CW Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future and the U.S.

federal income tax rate then applicable, and the portion of Cactus Inc.’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.

A delay in the timing of redemptions of CW Units, holding other assumptions constant, would be expected to decrease the discounted value of the amounts payable under the TRA as the benefit of the depreciation and amortization deductions would be delayed and the estimated increase in tax basis could be reduced as a result of allocations of Cactus LLC taxable income to the redeeming unit holder prior to the redemption.

Stock price increases or decreases at the time of each redemption of CW Units would be expected to result in a corresponding increase or decrease in the undiscounted amounts payable under the TRA in an amount equal to 85% of the tax-effected change in price.

The amounts payable under the TRA are dependent upon Cactus Inc.

having sufficient future taxable income to utilize the tax benefits on which it is required to make payments under the TRA.

If Cactus Inc.’s projected taxable income is significantly reduced, the expected payments would be reduced to the extent such tax benefits do not result in a reduction of Cactus Inc.’s future income tax liabilities.

It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding liability from the TRA.

Moreover, there may be a negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the TRA exceed the actual benefits we realize in respect of the tax attributes subject to the TRA or (ii) distributions to Cactus Inc.

by Cactus LLC are not sufficient to permit Cactus Inc.

to make payments under the TRA after it has paid its taxes and other obligations.

The payments under the TRA are not conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus LLC or Cactus Inc.

In addition, although we are not aware of any issue that would cause the Internal Revenue Service (“IRS”) or other relevant tax authorities to challenge potential tax basis increases or other tax benefits covered under the TRA, the TRA Holders will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess.

As a result, in such circumstances, Cactus Inc.

could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments.

The term of the TRA commenced upon completion of our IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless we exercise our right to terminate the TRA.

In the event that the TRA is not terminated, the payments under the TRA, which commenced in 2019, will continue for approximately 20 years after the date of the last redemption of CW Units.

Accordingly, it is expected that payments will continue to be made under the TRA for more than 20 years.

If we elect to terminate the TRA early (or it is terminated early due to certain mergers, asset sales, other forms of business combinations or other changes of control), our obligations under the TRA would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the TRA (determined by applying a discount rate of one-year LIBOR plus 150 basis points) and such payment is expected to be substantial.

The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the TRA, including the assumptions that (i) we have sufficient taxable income to fully utilize the tax benefits covered by the TRA and (ii) any CW Units (other than those held by Cactus Inc.) outstanding on the termination date are deemed to be redeemed on the termination date.

Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

Assuming no material changes in the relevant tax law, we expect that if the TRA were terminated as of December 31, 2021, the estimated termination payments, based on the assumptions discussed above, would be approximately $361.9 million (calculated using a discount rate equal to one-year LIBOR plus 150 basis points, applied against an undiscounted liability of $422.0 million).

A 10% increase in the price of our Class A Common Stock at December 31, 2021 would have increased the discounted liability by $12.9 million to $374.8 million (an undiscounted increase of $15.4 million to $437.5 million), and likewise, a 10% decrease in the price of our Class A Common Stock at December 31, 2021 would have decreased the discounted liability by $12.9 million to $349.0 million (an undiscounted decrease of $15.4 million to $406.7 million).

The TRA provides that in the event that we breach any of our material obligations under the TRA, whether as a result of (i) our failure to make any payment when due (including in cases where we elect to terminate the TRA early, the TRA is terminated early due to certain mergers, asset sales, or other forms of business combinations or changes of control or we have available cash but fail to make payments when due under circumstances where we do not have the right to elect to defer the payment, as described below), (ii) our failure to honor any other material obligation under it or (iii) by operation of law as a result of the rejection of the TRA in a case commenced under the U.S.

Bankruptcy Code or otherwise, then the TRA Holders may elect to treat such breach as an early termination, which would cause all our payment and other obligations under the TRA to be accelerated and become due and payable applying the same assumptions described above.

As a result of either an early termination or a change of control, we could be required to make payments under the TRA that exceed our actual cash tax savings under the TRA.

In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control.

Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the TRA Holders under the TRA.

For example, the earlier disposition of assets following a redemption of CW Units may accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before a redemption of CW Units may increase the TRA Holders’ tax liability without giving rise to any rights of the TRA Holders to receive payments under the TRA.

Such effects may result in differences or conflicts of interest between the interests of the TRA Holders and other shareholders.

Payments generally are due under the TRA within five business days following the finalization of the schedule with respect to which the payment obligation is calculated.

However, interest on such payments will begin to accrue from the due date (without extensions) of our U.S.

federal income tax return for the period to which such payments relate until such payment date at a rate equal to one-year LIBOR plus 150 basis points.

Except in cases where we elect to terminate the TRA early or it is otherwise terminated as described above, generally we may elect to defer payments due under the TRA if we do not have available cash to satisfy our payment obligations under the TRA.

Any such deferred payments under the TRA generally will accrue interest from the due date for such payment until the payment date at a rate of one-year LIBOR plus 550 basis points.

However, interest will accrue from the due date for such payment until the payment date at a rate of one-year LIBOR plus 150 basis points if we are unable to make such payment as a result of limitations imposed by our credit facility.

We have no present intention to defer payments under the TRA.

Because we are a holding company with no operations of our own, our ability to make payments under the TRA is dependent on the ability of Cactus LLC to make distributions to us in an amount sufficient to cover our obligations under the TRA.

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

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.

To the extent that we are unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid.

Two of our independent directors, Messrs.

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.

In addition, Cadent and Steven Bender received payments, net of administrative fees, under the TRA of approximately $6.4 million and $0.2 million, respectively, during 2021 in respect of CW Units owned by them.

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.

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 (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.

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.

Also, any demand for a registered offering or a takedown and the exercise of any piggyback registration rights will be subject to the constraints of any applicable lock‑up arrangements.

In addition, we may postpone the filing of a demanded registration statement, suspend the initial effectiveness of any shelf registration statement or delay offerings and sales under any effective shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board determines that such registration or offering could materially interfere with a bona fide business, acquisition or divestiture or financing transaction or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect us;

provided that we shall not delay the filing of any demanded registration statement more than once in any 12‑month period.

We will generally pay all registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective.

Stockholders’ Agreement

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

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;

• at least 25% of the directors on the board are CWHE Directors for so long as Cactus WH Enterprises 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 CWHE Directors for so long as Cactus WH Enterprises and its affiliates collectively beneficially own less than 10% but at least 5% of the outstanding shares of Common Stock;

• 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 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

In July 2019, Cactus LLC entered into a Non-Exclusive Aircraft Lease Agreement (the “SusieAir Lease”) with SusieAir, LLC (“SusieAir”), an entity wholly owned by Mr.

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.

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

The SusieAir Lease has an initial term of one year and automatically renews for successive one year terms unless either party gives at least 15 days’ advance notice of its intention to terminate the agreement.

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 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.

During 2021, total expense recognized in connection with these rentals totaled $0.2 million.

As of December 31, 2021, we owed less than $0.1 million to SusieAir, which amount is included in accounts payable in the consolidated balance sheets.

Cactus LLC is also responsible for employing pilots and certain fuel true up fees.

Scott Bender and Mr.

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

We have entered into employment agreements and non‑compete agreements with Scott Bender, our Chief Executive Officer, and Joel Bender, our Chief Operating Officer.

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

For more information, please read Part III.

Executive Compensation—Employment, Severance and Change in Control Agreements—Employment Agreements.

Director Independence

See “Item 10.

Directors, Executive Officers and Corporate Governance” for a discussion of the directors who our Board has determined to be independent.

The information required by this item (and only such information) is incorporated by reference to our Proxy Statement.

Principal Accountant Fees and Services

The table below sets forth the aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP, our independent registered public accounting firm, for services rendered for each of the last two fiscal years:

(in thousands)

Audit Fees (1)

$ 1,722 $ 1,422

Audit-Related Fees 1 1

All Other Fees — —

Total $ 1,723 $ 1,423

(1) Audit fees consist of the aggregate fees billed or expected to be billed for professional services rendered for (i) the audit of annual financial statements, (ii) reviews of our quarterly financial statements, (iii) statutory audits, (iv) research necessary to comply with generally accepted accounting principles and (v) other filings with the SEC, including consents and comfort letters.

The charter of the Audit Committee and its pre‑approval policy require that the Audit Committee review and pre‑approve the plan and scope of our independent registered public accounting firm’s audit, audit‑related, tax and other services.

During 2021 and 2020, all audit and non-audit services were pre-approved by the Audit Committee.

Exhibits, Financial Statement Schedules

The information required by this item (and only such information) is incorporated by reference to our Proxy Statement.

Exhibits and Financial Statement Schedules

(1) Financial Statements

7 unchanged sentences

The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below.

2.1 Agreement and Plan of Merger among Cactus, Inc., Atlas Merger Sub, LLC, HighRidge Resources, Inc.

and FlexSteel LTIP LP, dated as of December 30, 2022 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on January 3, 2023)

3.1 Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

3.2 Amended and Restated Bylaws of Cactus, Inc effective as of September 8, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on September 9, 2020)

4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.1 First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, LLC, (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

3.2 Amended and Restated Bylaws of Cactus, Inc., effective as of February 7, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 8, 2023)

4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.1 Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies, LLC, dated February 27, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on March 1, 2023)

10.2† Amended and Restated Employment Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10 unchanged sentences

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)

10.14 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.

333‑222540) filed with the Commission on January 12, 2018)

10.14† Cactus, Inc.

9 unchanged sentences

333‑222540) filed with the Commission on January 12, 2018)

10.20 Credit Agreement, dated as of August 21, 2018, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on August 24, 2018)

10.21 First Amendment to Credit Agreement, dated as of September 18, 2020, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.C., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on November 5, 2020)

10.18 Amended and Restated Credit Agreement, dated as of February 28, 2023, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as gu a ra ntors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on March 1, 2023)

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

333-225269) filed with the Commission on May 29, 2018)

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.

10.20† 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.

333-225269) filed with the Commission on May 29, 2018)

4 unchanged sentences

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

Long Term Incentive Plan

Long Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed with the Commission on February 28, 2022)

10.24† 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 )

1 unchanged sentence

10.26† Severance Agreement by and between Cactus Wellhead, LLC and David Isaac, dated as of September 24, 2018 (incorporated by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.27†* Offer Letter to William Marsh dated April 25, 2022

21.1* List of Subsidiaries of Cactus, Inc.

5 unchanged sentences

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Calculation Linkbase Document

101.LAB* XBRL Taxonomy Label Linkbase Document

101.PRE* XBRL Taxonomy Presentation Linkbase Document

101.DEF* XBRL Taxonomy Definition Document

101.SCH* XBRL Inline Taxonomy Extension Schema Document

101.CAL* XBRL Inline Taxonomy Calculation Linkbase Document

101.LAB* XBRL Inline Taxonomy Label Linkbase Document

101.PRE* XBRL Inline Taxonomy Presentation Linkbase Document

101.DEF* XBRL Inline Taxonomy Definition Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

February 28, 2022 By:

March 1, 2023

/s/ Scott Bender

2 unchanged sentences

Signature Title Date

/s/ Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer) February 28, 2022

/s/ Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 28, 2022

/s/ Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer) March 1, 2023

/s/ Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) March 1, 2023

Stephen Tadlock

/s/ Donna Anderson Chief Accounting Officer (Principal Accounting Officer) February 28, 2022

/s/ Donna Anderson Chief Accounting Officer (Principal Accounting Officer) March 1, 2023

Donna Anderson

/s/ Bruce Rothstein Chairman of the Board and Director February 28, 2022

/s/ Bruce Rothstein Chairman of the Board and Director March 1, 2023

Bruce Rothstein

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

/s/ Melissa Law Director February 28, 2022

/s/ Michael McGovern Director February 28, 2022

/s/ Joel Bender Senior Vice President, Chief Operating Officer and Director March 1, 2023

/s/ Melissa Law Director March 1, 2023

/s/ Michael McGovern Director March 1, 2023

Michael McGovern

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

/s/ John (Andy) O’Donnell Director March 1, 2023

John (Andy) O’Donnell

/s/ Gary Rosenthal Director February 28, 2022

/s/ Gary Rosenthal Director March 1, 2023

Gary Rosenthal

/s/ Alan Semple Director February 28, 2022

/s/ Tym Tombar Director February 28, 2022

/s/ Alan Semple Director March 1, 2023

/s/ Tym Tombar Director March 1, 2023

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