Joel Bender
CactusAbout Joel Bender
President and Director at Cactus, Inc. (NYSE: WHD). Age 65; President since August 2023; Director since 2011; co‑founder of Cactus Wellhead, LLC with his brother Scott Bender (current CEO/Chairman). Education: B.S. in Engineering (Washington University, 1981) and MBA (University of Houston, 1985) .
Performance context: Company TSR (value of initial $100) improved from $75.96 (2020) to $167.66 (2024); Net Income rose from $59.2m (2020) to $232.8m (2024); Adjusted EBITDA rose from $121.0m (2020) to $392.1m (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cactus, Inc. | President | 2023–present | Executive leadership of operations; co-founder lineage supports continuity post FlexSteel acquisition integration . |
| Cactus, Inc. | SVP & COO | 2011–2023 | Scaled operations during upcycle and downturns; co-founded Cactus LLC (operating subsidiary) . |
| Wood Group Pressure Control | Senior Vice President | 2000–2011 | Senior operating leadership in oilfield services . |
| Cactus Wellhead Equipment (subsidiary of Cactus Pipe) | Vice President | 1984–1996 | Early leadership; business later sold to Cooper Cameron . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cactus, Inc. | Director (employee) | 2011–present | Standing director; not compensated as a director . |
Fixed Compensation
- Base salary: $450,000 for 2023, 2024, and approved for 2025 (no increases 2023→2025) .
- Perquisites: Vehicle allowance $14,400 and 401(k) employer contribution $9,849 (2024) .
- Pension/Deferred comp: No defined benefit pension or nonqualified deferred compensation plan .
| Year | Base Salary ($) | Perquisites/Other ($) | Notes |
|---|---|---|---|
| 2023 | 450,000 | 35,970 | Includes 401(k) match and vehicle allowance . |
| 2024 | 450,000 | 24,249 | As above. |
| 2025 | 450,000 (approved) | — | — |
Performance Compensation
- Annual bonus (MIP): Target 100% of salary; 2024 payout at 115.2% of target based on metrics: Adjusted EBITDA (80% weight), OCE/Revenue (10%), TRIR (10%) with a stretch bonus up to 40% tied to EBITDA; actual 2024 EBITDA $392.1m, OCE/Revenue 56.9%, TRIR 0.90 .
- 2024 actual bonus paid to Joel: $518,562 .
| 2024 MIP Metric | Weight | Threshold | Target | Actual | Payout on Metric |
|---|---|---|---|---|---|
| Adjusted EBITDA ($m) | 80% | 291.4 | 364.3 | 392.1 | 100% + 15.2% stretch component overall . |
| OCE/Revenue | 10% | 66.7% | 61.7% | 56.9% | 100% . |
| TRIR | 10% | 1.20 | 1.00 | 0.90 | 100% . |
| Total MIP payout | — | — | 100% | — | 115.2% of target . |
Long-Term Incentives (structure and 2024 grants):
- Mix: 50% PSUs (3-year cliff) based on ROCE; 50% time-based RSUs (3-year ratable) .
- 2024 grants to Joel: 24,857 PSUs (target) and 24,857 RSUs; grant date fair value $1,158,336 each .
- PSU 2024–2026 goals: ROCE Threshold 15% (50% payout), Target 20% (100%), Maximum 25% (200%), capped at 100% if below peer median ROCE .
- Prior-cycle performance: 2022 PSUs vested at 200% (ROCE ≈39% vs 25% max) .
| LTI Element | 2024 Grant | Vesting | Performance Metric |
|---|---|---|---|
| PSUs | 24,857 (target) | Cliff at 12/31/2026 based on results | 3-yr ROCE with 50–200% payout; peer cap at 100% if below median . |
| RSUs | 24,857 | 1/3 on 3/11/2025, 3/11/2026, 3/11/2027 | Time-based. |
Summary of multi-year compensation:
| Year | Salary ($) | Non-Equity Incentive ($) | Stock Awards ($, grant date fair value) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 392,308 | 473,095 | 2,158,932 | 33,770 | 3,058,105 |
| 2023 | 442,308 | 435,926 | 1,951,730 | 35,970 | 2,865,934 |
| 2024 | 450,000 | 518,562 | 2,316,672 | 24,249 | 3,309,483 |
Equity Ownership & Alignment
- Beneficial ownership: 217,729 Class A shares (<1%); 10,160,359 Class B shares via Cactus WH Enterprises, LLC (controlled by Scott and Joel); combined voting power 10,378,088 (≈13.0%) .
- Upcoming vesting/overhang (as of 12/31/2024):
- RSUs: 6,460 vest 3/11/2025 (2022 grant) ; 15,275 vest in equal installments on 3/10/2025 and 3/10/2026 (2023 grant) ; 24,857 vest 1/3 on 3/11/2025, 3/11/2026, 3/11/2027 (2024 grant) .
- PSUs: 22,913 eligible with performance period ending 12/31/2025 (2023 grant) ; 24,857 eligible with performance period ending 12/31/2026 (2024 grant) .
- 2024 stock vested: 60,644 shares (pre‑tax value $3,281,293) .
- Ownership guidelines: Other NEOs must hold 2x salary; as of Mar 27, 2025, all NEOs/directors met or exceeded; hedging and pledging prohibited .
| Holder | Class A | Class B | Combined Voting Power | Notes |
|---|---|---|---|---|
| Joel Bender | 217,729 (<1%) | 10,160,359 (88.9% of Class B) | 10,378,088 (13.0%) | Class B tied to CC Units; Cactus WH Enterprises controlled by Scott & Joel . |
Employment Terms
- Agreement: Second Amended and Restated Employment Agreement (April 2021) with automatic continuation until terminated (90–120 days’ notice to not extend) .
- Target bonus opportunities in agreement: up to 100% of base (Base Bonus) plus discretionary stretch up to 40% based on annual Board‑set goals (consistent with MIP) .
- Severance (Good Reason or Without Cause): Lump‑sum salary and subsidized benefits for the remaining term if >1 year, or for one year if remaining term ≤1 year; no special change‑in‑control cash enhancements .
- Disability/Death: Lump‑sum salary through specified periods; see agreement definitions/timelines .
- Non‑compete/Non‑solicit: 1 year post‑termination (non‑compete, non‑solicit employees/customers) .
- Clawback: SEC/NYSE‑compliant policy covering cash and equity incentives .
- Change‑in‑Control (CIC) – equity treatment (from award agreements): RSUs fully vest at CIC/death/disability/Normal Retirement; PSUs convert to 100% of target for death/disability/Normal Retirement; at CIC, performance period truncates and PSUs earned based on actual performance to date .
- Quantified exposure as of 12/31/2024:
- Involuntary termination without CIC: ~$5.97m total (includes $450k cash severance; ~$5.51m stock awards accelerated under “Normal Retirement” treatment; ~$15k benefits) .
- Involuntary termination with CIC: ~$9.28m total (includes $450k cash; ~$8.29m stock awards; ~$518.6k earned performance cash; ~$15k benefits) .
- CIC (no termination): ~$8.81m (equity and earned performance cash) .
| Provision | Key Terms |
|---|---|
| Term/Auto-renewal | Continues until terminated; 90–120 days’ notice to not extend . |
| Severance (G.R./W.O.C.) | Lump‑sum salary for remaining term (min 1 year) + subsidized benefits; no CIC cash enhancements . |
| Non‑compete/solicit | 1 year post‑termination; employees and customers . |
| Equity on CIC/Death/Disability/Normal Retirement | RSUs vest; PSUs target or performance‑truncated per event . |
| Clawback | Applies to cash and equity, SEC/NYSE compliant . |
Board Governance
- Role: Employee director since 2011; Class II director up for annual election in 2025 due to declassification phase‑in; not independent (employee; sibling of CEO/Chair) .
- Committees: None (Audit, Compensation, Nominating/Governance membership comprises independent directors) .
- Board leadership: CEO also serves as Chairman; Lead Independent Director in place (Gary Rosenthal) with defined authority; regular executive sessions of non‑employee directors .
- Attendance: 2024 Board met 4x; each director attended >75% of Board/committee meetings .
- Director pay: Employee directors (Scott and Joel) receive no director compensation .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (initial $100) | $75.96 | $110.98 | $146.45 | $132.28 | $167.66 |
| Net Income ($000s) | 59,215 | 67,470 | 145,122 | 214,840 | 232,758 |
| Adjusted EBITDA ($000s) | 121,022 | 120,335 | 227,925 | 398,065 | 392,050 |
- Incentive alignment evidence: 2022 PSUs paid at 200% on ~39% ROCE over the performance period, exceeding the maximum goal (≥25%), indicating strong capital efficiency focus .
Say‑on‑Pay & Shareholder Feedback
- 2022 Say‑on‑Pay approval: ~95% support; Compensation Committee maintained similar principles into 2024 .
- Say‑on‑Frequency: Historically every three years; 2025 ballot includes say‑on‑pay and say‑on‑frequency proposals (Board recommending every three years) .
Compensation Peer Group (2024)
| Peer Companies |
|---|
| Archrock, Inc.; Atlas Energy Solutions Inc.; ChampionX Corporation; Expro Group Holdings N.V.; Helix Energy Solutions Group, Inc.; Helmerich & Payne, Inc.; Kodiak Gas Services, Inc.; Liberty Energy Inc.; ProFrac Holding Corp.; ProPetro Holding Corp.; RPC, Inc.; USA Compression Partners, LP . |
Related Party Transactions (Governance Risk Check)
- Distributions: In 2024, a company controlled by Scott and Joel Bender received approximately $11.8 million in pro rata distributions from Cactus Companies tied to its CC Unit ownership; Steven Bender received ~$1.2 million; independent director Bruce Rothstein and family trusts received ~$0.2 million .
- Structure: Class B/CC Unit up‑C structure with exchange/redemption mechanics and TRA obligations disclosed; anti‑hedging/pledging and trading policy in place .
Equity Overhang & Potential Insider Selling Pressure
- 2025–2027 vesting cadence for Joel’s awards is front‑loaded with multiple RSU tranches (3/10/2025; 3/11/2025; 3/10/2026; 3/11/2026; 3/11/2027) and PSU cliffs at 12/31/2025 and 12/31/2026, which may create periodic liquidity events (tax‑related sales are typical) .
- Hedging/pledging are prohibited; ownership guidelines met, which mitigates misalignment risk .
Compensation Structure Analysis (Signals)
- Mix: High at‑risk pay — 50% performance‑based LTI; options not used (no repricing risk) .
- Metrics: Short‑term plan emphasizes Adjusted EBITDA (80%), capital efficiency (OCE/Revenue), and safety (TRIR); LTI uses ROCE — a capital discipline metric aligned with shareholder returns .
- Governance guardrails: No excise tax gross‑ups; clawback policy; minimum 1‑year vesting; independent consultant (Pearl Meyer) with no conflicts .
Risk Indicators & Red Flags
- Family ties & dual roles: Sibling leadership (CEO/Chair and President) with both as founders; Joel is a non‑independent director; mitigated by Lead Independent Director and independent committees .
- Related‑party economics: Significant CC Unit distributions to entity controlled by Scott and Joel; transparent up‑C disclosures but noteworthy from an optics perspective .
- Positive controls: Anti‑hedging/pledging; clawback; no option repricing; strong say‑on‑pay history .
Investment Implications
- Alignment: Pay design ties cash and equity to EBITDA, capital efficiency and ROCE; 2022 PSUs at 200% and 2024 MIP at 115% reflect strong operating/capital outcomes, suggesting high beta to execution quality .
- Overhang/flow: Clear vesting calendar through 2027 (notably Mar and year‑end cliffs) implies periodic supply windows; however, hedging/pledging bans and ownership guidelines reduce misalignment risk .
- Governance balance: Founder‑family leadership with non‑independent director status heightens governance sensitivity; presence of a Lead Independent Director, independent committees, and robust policies partially mitigate .
- Severance/CIC: No CIC cash enhancements; equity accelerates per plan; severance is salary‑based with defined Good Reason/Without Cause triggers — manageable shareholder cost profile .