Gary Rosenthal
CactusAbout Gary Rosenthal
Gary L. Rosenthal (age 75) is Lead Independent Director at Cactus, Inc. (NYSE: WHD), serving on the Board since January 2018 and appointed Lead Independent Director in August 2023. He is a Partner at The Sterling Group, L.P. (since 2005) and holds A.B. and J.D. degrees from Harvard University . He is independent under NYSE standards; in 2024 he attended >75% of aggregate Board and committee meetings and presides over executive sessions of non‑employee directors as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AXIA Incorporated | Chief Executive Officer | Aug 1998–Apr 2001 | Led diversified manufacturing company . |
| Wheatley‑TXT Corp. | Executive Chairman; then Chairman & CEO post‑IPO | 1991–1994 | Oilfield pumps/valves; public company leadership . |
| Hydrochem Holdings, Inc. | Chairman of the Board | May 2003–Dec 2004 | Private company board leadership . |
| Oil States International, Inc. | Director; Chair, Compensation Committee | 2001–2018 | Public company comp committee leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sterling Group, L.P. | Partner | Jan 2005–present | Houston-based private equity firm . |
| Safe Fleet Investments LLC | Chairman of the Board | Oct 2013–Feb 2018 | Sterling portfolio company . |
| Highline Aftermarket LLC | Director (Apr 2016–Oct 2020); Chairman (Sep 2019–Oct 2020) | 2016–2020 | Sterling portfolio company . |
| Greenbridge Investments LLC | Chairman of the Board | Since Mar 2019 | Sterling portfolio company . |
| Evergreen Recycling Investments LLC | Chairman of the Board | Since Jun 2021 | Sterling portfolio company . |
| Ergotron Investments LLC | Director | Since Jul 2022 | Sterling portfolio company . |
Board Governance
- Roles and committees: Lead Independent Director; Chair, Nominating & Governance Committee; Member, Compensation Committee .
- Independence: Board determined Rosenthal is independent under NYSE and SEC rules .
- Attendance and engagement: All directors, including Rosenthal, attended >75% of Board and committee meetings in 2024; the Board held regular executive sessions of non‑management directors, which he presides over as Lead Independent Director .
- Governance posture: Board declassification approved in 2024 with phased implementation, increasing annual accountability starting 2025–2027 (context for Board effectiveness) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $80,000 | $94,000 |
| Committee chair/member fees applicable to Rosenthal | Comp Committee member: $5,000; Nominating & Governance Chair: $10,000 | Comp Committee member: $5,000; Nominating & Governance Chair: $10,000 |
| Total cash fees (Rosenthal) | $95,000 | $109,000 |
Notes: The non‑employee director program increased effective Jan 1, 2024 (cash retainer to $94k; equity grant to $141k), modestly shifting mix toward fixed cash/equity while keeping committee differentials unchanged .
Performance Compensation
Non‑employee directors receive time‑based RSUs (no performance metrics). Grants vest in full one year after grant.
| Equity Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual equity grant value (program) | $100,000 (RSUs) | $141,000 (RSUs) | Not disclosed in proxy; Form 4 shows grant occurred |
| RSUs granted to Rosenthal | 2,037 RSUs on 3/10/2023; vests 3/10/2024 | 3,116 RSUs on 3/11/2024; vests 3/11/2025 | 2,524 RSUs on 3/10/2025; vests 3/10/2026 |
| Grant date fair value (Rosenthal) | $86,756 | $145,206 | Not stated (Form 4 discloses units, not value) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Rosenthal in the latest proxy .
- Committee interlocks: Company discloses no Compensation Committee interlocks in 2024 (no cross‑board/officer interlocks) .
- Prior public board: Oil States International, Inc. (ended 2018) .
Expertise & Qualifications
- Private equity and operational leadership across industrial/oilfield businesses; prior public-company board and compensation committee chair experience .
- Lead Independent Director responsibilities include setting agendas and presiding over executive sessions; enhances independent oversight of CEO evaluation and Board performance discussions .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (Class A) | 13,299 shares; <1% of outstanding (as of Feb 28, 2025) |
| Unvested director RSUs at 12/31/2024 | 3,116 RSUs (vested 3/11/2025) |
| Ownership guidelines (directors) | 4x annual cash retainer; compliance required within 5 years |
| Compliance status (as of Mar 27, 2025) | All non‑employee directors, including Rosenthal, met or exceeded ownership guidelines |
| Hedging/Pledging | Prohibited for directors; no pledging permitted (policy) |
Insider Trades (Form 4 snapshot)
| Date (Transact./File) | Security | Type | Quantity | Vesting/Notes | Source |
|---|---|---|---|---|---|
| 3/10/2025 (filed 3/12/2025) | RSUs | Award (A) | 2,524 | Vests on first anniversary |
Governance Assessment
- Positives/Green flags:
- Independent; Lead Independent Director; chairs Nominating & Governance and serves on Compensation Committee—strong governance footprint .
- Regular executive sessions led by Rosenthal; clear separation for CEO evaluation and Board performance oversight .
- Ownership alignment: meaningful equity holdings and RSU participation; directors meet 4x retainer ownership guideline; anti‑hedging/pledging policy reduces misalignment risk .
- Attendance: >75% in 2024; Board declassification path enhances accountability to shareholders .
- Monitoring items:
- Private equity affiliation (Sterling Group) and multiple private‑company chairs—no related‑party transactions disclosed with Cactus, but continue monitoring for potential related‑party exposure in future filings .
- Director compensation increased in 2024 (cash and equity); currently aligned with market, but watch for future escalations vs scope of responsibilities .
Director Compensation (2024 actual – Rosenthal)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $109,000 |
| Stock awards (RSUs) – grant date fair value | $145,206 |
| Total | $254,206 |
Board Governance Details (Committee Matrix)
| Director | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Gary L. Rosenthal | — | Member | Chairman |
Independence, Attendance, and Executive Sessions
- Independence: Board determined Rosenthal is independent under NYSE and SEC rules .
- Attendance: Each director attended >75% of total Board and committee meetings in 2024 .
- Executive sessions: Regularly held; Rosenthal presides as Lead Independent Director .
Potential Conflicts and Related-Party Exposure
- Company policy: Related‑party transactions reviewed by the Audit Committee; disclosure threshold >$120,000 .
- Disclosures: 2024–2025 filings show no related‑party transactions involving Rosenthal; anti‑hedging/pledging policies in place .
Summary Signals for Investors
- Strong governance influence (Lead Independent + committee leadership), independence, and robust ownership alignment are supportive of investor confidence .
- No disclosed conflicts or related‑party transactions involving Rosenthal; attendance and engagement metrics are solid .
- Compensation program for directors is conventional (cash + annual RSUs) with elevated 2024 levels; equity continues to align directors with shareholder outcomes .