Michael McGovern
CactusAbout Michael McGovern
Michael McGovern (age 73) is an independent director of Cactus, Inc. (NYSE: WHD) and has served on the board since 2011. He currently chairs the Compensation Committee and is a member of the Audit Committee; the Board has designated him as an “audit committee financial expert.” McGovern is Executive Chairman of Superior Energy Services (stepped down as principal executive officer in January 2022) and previously served on the boards of Ion Geophysical (NYSE: IO) and Nuverra Environmental Solutions; he holds a B.S. in Business from Centenary College of Louisiana. His energy industry leadership spans more than 40 years, including CEO roles at several public companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cactus, Inc. | Director | 2011–present | Compensation Committee Chair; Audit Committee member; designated audit committee financial expert |
| Superior Energy Services, Inc. | Chairman (Feb 2021), Executive Chairman (Jan 2022–present); Principal Executive Officer (Mar 2021–Jan 2022) | 2021–present | Executive leadership during post-restructuring period |
| Ion Geophysical (NYSE: IO) | Director | Jun 2019–Aug 2022 | Board service in geophysical services |
| Nuverra Environmental Solutions | Director | Aug 2017–Feb 2022 | Board service in environmental services |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Superior Energy Services, Inc. | Executive Chairman | 2022–present |
| Sherwood Energy, LLC | Chairman & CEO | Since Mar 2009 (private) |
| Ion Geophysical (NYSE: IO) | Director | 2019–2022 |
| Nuverra Environmental Solutions, Inc. | Director | 2017–2022 |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; Nominating & Governance membership listed at the board level (McGovern is not on N&G).
- Independence: Board determined McGovern meets NYSE and SEC independence standards.
- Audit committee financial expert: Board determined McGovern, Semple, and Tombar qualify.
- Attendance: In 2024, Board met 4 times; Audit 4; Compensation 4; N&G 3; each director attended >75% of Board and committee meetings held during their service.
- Executive sessions: Regular executive sessions of non‑employee directors are held; Lead Independent Director presides.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $80,000 | $94,000 |
| Committee chair/member cash fees | Compensation Chair $10,000; Audit member $10,000 | Compensation Chair $10,000; Audit member $10,000 |
| Total cash fees earned | $100,000 | $114,000 |
- Director compensation program increased starting Jan 1, 2024: annual cash retainer to $94,000 and annual equity grant value to $141,000.
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | Mar 11, 2024 | 3,116 | $145,206 (3,116 × $46.60) | Vests in full on first anniversary (Mar 11, 2025) |
| RSU (annual director grant) | Mar 10, 2023 | 2,037 | $86,756 | Vested in full on first anniversary (Mar 10, 2024) |
- Directors receive time‑based RSUs; no performance metrics (PSUs) are used for director equity awards.
- Options are not used in the compensation program; no stock options granted.
Other Directorships & Interlocks
| Company | Industry Overlap | Potential Interlock/Conflict Notes |
|---|---|---|
| Superior Energy Services | Oilfield services (well intervention, drilling services) | Sector overlap with Cactus (oilfield equipment/services). No related‑party transactions disclosed involving McGovern; company maintains a related‑party transaction approval policy via Audit Committee. |
| Ion Geophysical | Geophysical services | Prior board service; no current interlock. |
| Nuverra Environmental Solutions | Environmental services | Prior board service; no current interlock. |
Expertise & Qualifications
- 40+ years energy industry leadership; prior CEO roles.
- Audit committee financial expert designation.
- Education: B.S. in Business, Centenary College of Louisiana (1973).
Equity Ownership
| Metric | As of Feb 28, 2025 |
|---|---|
| Beneficial ownership (Class A) | 25,466 shares; <1% of class |
| Unvested RSUs held (year-end 2024) | 3,116 (vested Mar 11, 2025) |
| Ownership guidelines (directors) | 4× annual cash retainer; all non‑employee directors met/exceeded as of Mar 27, 2025 |
| Hedging/Pledging | Prohibited for directors and executives |
Governance Assessment
- Board effectiveness: McGovern enhances board oversight as Compensation Chair and Audit member, with audit committee financial expert designation; 2024 attendance exceeded 75%, supporting engagement.
- Alignment & incentives: Director pay balanced between cash fees and time‑based RSUs; the 2024 program increases suggest competitive positioning without performance-linked equity for directors (appropriate for independence). Ownership guidelines at 4× retainer, with compliance disclosed, and anti‑hedging/pledging policies strengthen alignment.
- Conflicts & related parties: No related‑party transactions disclosed involving McGovern; company employs a formal related‑party transaction review/approval policy via the Audit Committee. Monitor potential competitive overlaps from his Executive Chair role at Superior Energy Services, though no conflicts are disclosed.
- Compensation committee practices: Uses independent consultant Pearl Meyer; Compensation Committee reported no conflicts of interest; committee composition entirely independent.
- Shareholder signals: Prior say‑on‑pay support at ~95% (2022) and ongoing governance enhancements (board declassification, majority vote changes) signal responsiveness and investor‑friendly governance posture.
RED FLAGS to monitor: Sector overlap with Superior Energy Services (potential informational/interlock risk, though not disclosed as a conflict); continued scrutiny of director equity being time‑based only (no performance metrics) is standard, but ensure independence is preserved via stock ownership and anti‑hedging controls.