John (Andy) O'Donnell
CactusAbout John (Andy) O’Donnell
Independent director of Cactus, Inc. (WHD); age 77; director since January 2015. Former Baker Hughes Incorporated officer (1998–2014), including Vice President, Office of the CEO; earlier leadership roles across Western Hemisphere, BJ Services, Baker Petrolite, and Drilling Fluids; U.S. Marine Corps officer and aviator; B.S., University of California, Davis. Committees: Compensation and Nominating & Governance; board independence confirmed under NYSE and SEC standards. Attendance met >75% threshold in 2024; board held 4 meetings, Compensation 4, Nominating & Governance 3, Audit 4. Executive sessions of non‑employee directors are held regularly under Lead Independent Director oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes Incorporated | Vice President, Office of the CEO; Officer (multiple roles) | 1998–2014 | Led enterprise-wide cost savings “Project Renaissance” (completed 2001); managed multiple P&L divisions; divested process segment (2004) |
| Baker Hughes Incorporated (Western Hemisphere) | President | Not specified (within 1998–2014) | Regional leadership |
| BJ Services | President | Not specified (within 1998–2014) | Division leadership |
| Baker Petrolite | President | Not specified (within 1998–2014) | Division leadership |
| Baker Hughes Drilling Fluids | President | Not specified (within 1998–2014) | Division leadership |
| Baker Oil Tools | VP Manufacturing | Pre-1998 | Manufacturing leadership |
| Hughes Tool Company | Plant Manager; Systems Analyst | Early career | Operations/engineering foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CIRCOR International, Inc. | Director | Current | Compensation; Nominating & Governance |
Board Governance
- Independence: Board determined O’Donnell is independent under NYSE and SEC standards.
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member.
- Attendance and engagement: All directors attended >75% of board and committee meetings in 2024; Board 4 mtgs, Audit 4, Compensation 4, Nominating & Governance 3; executive sessions held regularly led by Lead Independent Director.
- Board structure and leadership: Nine members; combined CEO/Chair; Lead Independent Director (Gary Rosenthal) presides over independent director sessions.
- Anti-hedging/pledging: Directors prohibited from hedging or pledging company stock; trading policy in place.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $94,000 | Paid quarterly in arrears (non‑employee directors) |
| Compensation Committee member fee | $5,000 | Member; Chair is $10,000 |
| Nominating & Governance Committee member fee | $5,000 | Member; Chair is $10,000 |
| 2024 cash paid (O’Donnell) | $109,000 | Reflects retainer + committee fees |
- 2024 total director compensation (O’Donnell): $254,206; mix: $109,000 cash + $145,206 equity (≈57% equity, computed from disclosed values).
Performance Compensation
- Directors receive annual RSUs; no performance-conditioned equity or cash for directors (no options; no PSU metrics for directors).
| Equity Grant Detail | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (non‑employee director) | Mar 11, 2024 | 3,116 | $145,206 (at $46.60/sh) | Vests in full on first anniversary (Mar 11, 2025) |
Other Directorships & Interlocks
| Company | Relationship to WHD | Interlock/Conflict Notes |
|---|---|---|
| CIRCOR International, Inc. | Industrial flow control; not disclosed as WHD customer/supplier | No related-party transactions disclosed involving O’Donnell in WHD proxy; no compensation committee interlocks reported in 2024. |
Expertise & Qualifications
- Deep oilfield services operating experience; prior division president and manufacturing leadership across Baker Hughes; cost transformation (Project Renaissance); U.S. Marine Corps officer/aviator; B.S. UC Davis. Governance skill set aligned with Compensation and Nominating & Governance oversight.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | RSUs/PSUs Vesting Within 60 Days of Feb 28, 2025 | Ownership % |
|---|---|---|---|
| John (Andy) O’Donnell | 25,466 | RSUs: 3,116; PSUs: — | Less than 1% of Class A; exact % not specified in table (*) |
- Stock ownership guidelines: Non‑employee directors required to hold 4x annual cash retainer; as of Mar 27, 2025, all non‑employee directors met/exceeded guidelines.
- Anti-hedging/pledging: Prohibited for directors.
Governance Assessment
- Board effectiveness: O’Donnell brings multi-decade operating and manufacturing experience in energy services, supporting compensation design and director nominations; active on Compensation and Nominating & Governance committees; independence confirmed.
- Alignment: Director pay skewed to equity (≈57%) with annual RSUs; stock ownership guidelines met—positive alignment signal.
- Attendance/engagement: Met >75% attendance threshold; participates in committees that met regularly; executive sessions bolster independent oversight.
- Conflicts/related-party: No WHD-related party transactions disclosed involving O’Donnell; no compensation interlocks; anti-hedging/pledging policy in force.
- RED FLAGS: None disclosed specific to O’Donnell (no RPTs, no hedging/pledging, attendance adequate).
Additional context for investor confidence:
- Director compensation program uses time‑based RSUs; no director performance metrics or options; overall governance practices include proxy access and declassification phase‑in (completed by 2027), with strong independent leadership via Lead Independent Director.