Bruce Rothstein
CactusAbout Bruce Rothstein
Independent director of Cactus, Inc. (WHD), age 72, serving on the Board since 2011; previously Chairman of the Board from 2011 to August 2023 . Rothstein co‑founded Cadent Energy Partners, a natural resources private equity firm, serving as a Member from 2003 to March 2021; prior board roles include Array Holdings, Vedco Holdings, Torqued‑Up Energy Services, and Ardent Holdings . Education: BA in Mathematics (Cornell University, 1974) and MBA (NYU Stern School of Business, 1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cactus, Inc. | Chairman of the Board | 2011–Aug 2023 | Led Board during growth and IPO era; transitioned to independent director status |
| Cadent Energy Partners LLC | Co‑Founder; Member | 2003–Mar 2021 | Energy private equity investing across North America |
| Array Holdings, Inc. | Director | Nov 2005–Nov 2017 | Private industrial portfolio oversight |
| Vedco Holdings, Inc. | Director | May 2006–Aug 2016 | Private energy services oversight |
| Torqued‑Up Energy Services, Inc. | Director | Dec 2007–Apr 2016 | Private OFS oversight |
| Ardent Holdings, LLC | Director | Dec 2008–Feb 2012 | Private energy holdings oversight |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Cadent Energy Partners LLC | Co‑Founder; Member | 2003–2021 | Energy PE; no current public company directorships disclosed |
Board Governance
- Committee memberships: Not currently listed on Audit, Compensation, or Nominating & Governance; those committees are comprised of other independent directors (Semple chairs Audit; McGovern chairs Compensation; Rosenthal chairs N&G) .
- Independence: Board determined Rothstein is independent under NYSE and SEC rules .
- Attendance: Board held 4 meetings; all directors attended more than 75% of Board and applicable committee meetings in 2024 .
- Board declassification: Shareholders approved declassification in 2024; Rothstein is designated a Class III director with term expiring in 2026 under phase‑in .
- Lead Independent Director: Gary Rosenthal serves as Lead Independent Director; executive sessions are held regularly .
Fixed Compensation
| Component | Program Terms (Directors) | Bruce Rothstein (2024) |
|---|---|---|
| Annual cash retainer | $94,000 (paid quarterly) | $94,000 |
| Committee chair fees | Audit: $20,000; Comp: $10,000; N&G: $10,000 | None (not a chair) |
| Committee member fees | Audit: $10,000; Comp: $5,000; N&G: $5,000 | None (not a member) |
| Equity grant (RSUs) | Annual RSUs with grant date value target ~$141,000; 1‑year vest | 3,116 RSUs granted on 3/11/2024 at $46.60 FV per share; grant date fair value $145,206; vest on 3/11/2025 |
| Total 2024 Director Comp | Cash + Stock | $239,206 (Cash $94,000; Stock $145,206) |
| Ownership guidelines | 4× annual cash retainer for non‑employee directors | Company states all non‑employee directors met/exceeded guidelines as of 3/27/2025 |
Performance Compensation
- Director awards are time‑based RSUs; no performance‑vested equity (no PSUs/options) are granted to directors under the program .
- Company‑level incentive metrics (for executives, not for directors) shown for context:
| Metric | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $291.4 | $364.3 | $437.2 | $392.1 |
| OCE/Revenue (%) | 66.7% | 61.7% | — | 56.9% |
| TRIR | 1.20 | 1.00 | — | 0.90 |
- PSU plan (executives) 2024–2026 uses ROCE metric:
| PSU Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) |
|---|---|---|---|---|
| ROCE (3‑yr avg) | 100% | 15% | 20% | 25% |
Other Directorships & Interlocks
| Company | Type | Relationship |
|---|---|---|
| Array Holdings, Inc. | Private | Past director |
| Vedco Holdings, Inc. | Private | Past director |
| Torqued‑Up Energy Services, Inc. | Private | Past director |
| Ardent Holdings, LLC | Private | Past director |
No current public company directorships disclosed; no explicit interlocks with customers/suppliers noted in the proxy .
Expertise & Qualifications
| Area | Details |
|---|---|
| Finance & investing | Energy private equity co‑founder with extensive investment experience |
| Industry | Decades of energy/OFS exposure through portfolio and board roles |
| Education | BA (Cornell, 1974); MBA (NYU Stern, 1985) |
Equity Ownership
| Security | Amount | Notes |
|---|---|---|
| Class A Common Stock | 15,293 | Beneficial ownership as of 2/28/2025 |
| Class B Common Stock | 122,186 | Represents corresponding CC Units; includes 104,390 held in family trusts |
| Combined voting power | 137,479 | Less than 1% of total voting power |
| RSUs vesting within 60 days of 2/28/2025 | 3,116 | Director RSUs granted 3/11/2024; vested 3/11/2025 |
| Hedging/pledging | Prohibited for directors and executive officers | Anti‑hedging & anti‑pledging policies in place |
Related distributions: As a CC Unit holder, Rothstein and his family trusts received approximately $0.2 million in pro rata distributions from Cactus Companies in 2024 .
Insider Trades and Transactions
| Date | Type | Quantity | Consideration/Price | Source |
|---|---|---|---|---|
| 11/18/2024 | CC Unit redemption → Class A issuance | 5,000 | 1 Class A per Unit; cancel 5,000 Class B | |
| 11/18/2024 | CC Unit redemption → Class A issuance | 40,000 | 1 Class A per Unit; cancel 40,000 Class B | |
| 11/19–20/2024 | Open‑market sale (reported) | 45,000 | ~$2.94mm total (article cites ~$65.29/sh) | |
| Filing index | SEC Form 4 filing index for above transactions | — | — |
Note: The SEC Form 4 XML confirms the CC Unit redemptions into Class A. Media summaries report subsequent sales totaling 45,000 shares with ~$2.94mm proceeds; review full SEC Form 4 tables to reconcile pricing detail .
Governance Assessment
- Independence and attendance: Rothstein is affirmatively independent and met attendance expectations (≥75%) in 2024—positive for Board effectiveness and investor confidence .
- Committee engagement: Not assigned to Audit, Compensation, or Nominating & Governance committees currently, limiting direct oversight involvement—neutral to modest negative for committee depth .
- Ownership alignment: Holds both Class A and significant Class B (CC Units) including family trusts; meets director ownership guidelines, which supports alignment, but CC Unit status creates ongoing economic flows outside public dividends .
- Related‑party exposure (RED FLAG potential): Received ~$0.2mm in 2024 pro rata CC Unit distributions; disclosed under related‑party policies and administered by Audit Committee, but investors should monitor CC Unit redemptions/distributions given dual‑class/Up‑C structure .
- Trading signals: November 2024 redemption of CC Units and subsequent sale (~45k shares, ~$2.94mm) may be for liquidity or diversification; not inherently negative but merits monitoring for patterns around corporate events (no 10b5‑1 checkbox noted in excerpt) .
- Policy safeguards: Anti‑hedging and anti‑pledging policies; proxy access; strong independent leadership via Lead Independent Director; Board declassification—all supportive governance practices .
Overall: Rothstein brings deep energy investing experience and long Cactus tenure. Independence and ownership guideline compliance are positives. Key monitoring items are ongoing CC Unit economics/related distributions and insider trade cadence, alongside limited current committee participation .