Alan Semple
CactusAbout Alan Semple
Alan Semple (age 65) is an independent director of Cactus, Inc. (NYSE: WHD), serving since April 2017 and currently chairing the Audit Committee; he is also a member of the Nominating & Governance Committee . He holds a BA in Business Administration from the University of Strathclyde (1979) and is a member of the Institute of Chartered Accountants of Scotland; he previously served as Director and Chief Financial Officer of John Wood Group PLC until his retirement in May 2015, after senior finance roles at Wood Group since 1996 . Semple is recognized by the Board as an “audit committee financial expert,” reflecting deep finance oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Wood Group PLC | Director and Chief Financial Officer | 2000–May 2015 | Led finance at FTSE-listed energy services firm; public-company reporting and controls |
| John Wood Group PLC | Senior finance roles | 1996–2000 | Finance leadership pipeline prior to CFO appointment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teekay Tankers Ltd | Director; Audit Committee Chair | Jan 1, 2025–present | Chairs Audit; oversees financial reporting and risk controls |
| Teekay Corporation | Director; Audit Committee member; Audit Chair from Mar 2018 | Dec 2015–Dec 2024 | Led audit oversight for global shipping group |
| Teekay GP, LLC (Teekay LNG GP) | Director; Audit Committee Chair | May 2019–Jan 2022 | Chaired audit at LNG partnership general partner |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Committee assignments | Audit Committee Chair; Nominating & Governance Committee member |
| Independence status | Board determined Semple is independent under NYSE and SEC rules |
| Financial expertise | Board-designated “audit committee financial expert” |
| Meeting attendance | In 2024, Board met 4x; Audit 4x; N&G 3x; Comp 4x. Each director attended >75% of Board and committee meetings held during their service period |
| Executive sessions | Regular executive sessions of non‑employee directors; presided by Lead Independent Director |
| Re-election vote (signal) | 2025 Annual Meeting: For 72,115,706; Against 4,099,260; Abstain 764,664; Broker non‑votes 991,355. Lower support than other nominees (watchpoint) |
| Anti-hedging/pledging | Directors prohibited from hedging and pledging Company stock (alignment positive) |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Board annual cash retainer | $94,000 |
| 2024 | Audit Committee Chair fee | $20,000 |
| 2024 | Nominating & Governance Committee member fee | $5,000 |
| 2024 | Total cash fees earned (actual) | $119,000 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| Mar 11, 2024 | RSUs (director annual grant) | 3,116 | $145,206 ($46.60 per RSU) | 100% vest on first anniversary (Mar 11, 2025) | None; director equity awards are time-based RSUs (no PSUs/options) |
Note: Stock options are not part of WHD’s compensation program; directors receive annual RSUs with time-based vesting and no performance metrics .
Other Directorships & Interlocks
| Company | Sector Link to WHD | Shared directorships with WHD ecosystem | Committee Roles |
|---|---|---|---|
| Teekay Tankers Ltd | Marine crude transportation (indirect energy exposure) | None disclosed | Audit Chair |
| Teekay Corporation | Marine energy/shipping | None disclosed | Audit Chair from Mar 2018 |
| Teekay GP, LLC | LNG partnership GP | None disclosed | Audit Chair |
Expertise & Qualifications
- 30+ years finance experience, including public-company CFO tenure at Wood Group; deep accounting and reporting oversight .
- Audit Committee financial expert; extensive audit-chair experience across multiple boards .
- Energy industry domain expertise spanning services and maritime logistics; global operating perspective .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Class A) | RSUs Vesting Within 60 Days | Ownership % of Outstanding | Hedging/Pledging | Stock Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|---|
| Feb 28, 2025 | 37,126 shares | 3,116 RSUs | <1% (asterisked in proxy) | Prohibited; no pledging allowed | 4x annual cash retainer for non‑employee directors | As of Mar 27, 2025, all non‑employee directors met/exceeded guidelines |
Governance Assessment
- Board effectiveness: Semple’s audit-chair leadership, independence, and designation as an “audit committee financial expert” support robust oversight of financial reporting, controls, and risk, aligning with investor confidence .
- Engagement: Documented >75% attendance in 2024 for Board and committees; regular executive sessions strengthen independent oversight .
- Alignment: Prohibitions on hedging/pledging and director ownership guidelines (with compliance met) indicate strong alignment mechanisms; director equity is time-based RSUs without performance metrics (industry-standard, but less performance-linked) .
- Signals: 2025 re-election support for Semple was meaningfully lower than for other nominees (e.g., Melissa Law), warranting monitoring of shareholder sentiment and any concerns raised during engagements (vote spread may signal targeted investor scrutiny) .
- Conflicts/related-party exposure: No related-party transactions disclosed for Semple; company maintains formal related-party review policy overseen by the Audit Committee—a positive governance control .
- Shareholder feedback context: 2025 Say‑on‑Pay approved with strong support (76.2M for vs 0.73M against), and frequency moved to annual based on the vote—signals responsiveness of the board to shareholder preferences .
RED FLAGS
- Relative voting support: Semple’s higher “against” and abstain counts vs peers in the 2025 election are a watchpoint; continued engagement and disclosure around audit oversight priorities may be prudent .
Compensation Committee Analysis (context)
- Independent compensation consultant (Pearl Meyer) engaged solely by the committee; no conflicts of interest in 2024—supports governance quality of pay decisions .
- Committee composition entirely independent; clear charters and oversight of incentive plans .
Related Party Transactions (company context)
- Policy requires Audit Committee review/approval; 2024 distributions related to CC Units involved insiders (Bender family and Rothstein), but no transactions implicating Semple; underscores his independent posture in overseeing related-party controls .