Scott Bender
CactusAbout Scott Bender
Scott Bender, 71, is Cactus, Inc.’s Chief Executive Officer (since 2011), Chairman of the Board (since August 2023), and a director; he holds a B.S.E. from Princeton (1975) and an MBA from the University of Texas at Austin (1977) . Under his leadership, Cactus’ cumulative total shareholder return (TSR) reached 167.66 by 2024 (base 100 in 2020), while Adjusted EBITDA progressed from $227.9 million in 2022 to $392.1 million in 2024; 2024 net income was $232.8 million . The company emphasizes pay-for-performance with 86% of CEO target pay at-risk in 2024 and uses ROCE-based PSUs and EBITDA/OCE/safety metrics in annual incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cactus Wellhead, LLC (Cactus LLC) | Co‑Founder; President (2011–Aug 2023), Director (2011–present) | 2011–present | Founded and led Cactus’ core wellhead business; contributed deep oilfield services expertise to the board . |
| Wood Group Pressure Control | President | 2000–2011 | Led global pressure control business before founding Cactus LLC . |
| Cactus Wellhead Equipment (subsidiary of Cactus Pipe) | President | 1977–1996 | Led the business until its sale to Cooper Cameron in 1996 . |
External Roles
- No additional public company directorships for Scott Bender are disclosed in the 2025 proxy .
Fixed Compensation
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary | $450,000 | $450,000 | $450,000 |
| 2024 “All Other Compensation” components | Amount |
|---|---|
| Employer 401(k) contributions | $8,954 |
| Vehicle allowance | $14,400 |
| Summary Compensation (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $392,308 | $442,308 | $450,000 |
| Non‑Equity Incentive Plan Compensation | $473,095 | $435,926 | $518,562 |
| Stock Awards (grant‑date fair value) | $2,158,932 | $1,951,730 | $2,316,672 |
| All Other Compensation | $28,140 | $29,593 | $23,354 |
| Total | $3,052,475 | $2,859,557 | $3,308,588 |
Notes: Target bonus opportunity = 100% of base salary; unchanged for 2024 vs 2023 .
Performance Compensation
Annual (Short-Term) Incentive – 2024 MIP
| Metric | Weight | Threshold | Target | Max/Stretch | Actual | Payout result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $291.4mm | $364.3mm | $437.2mm (40% stretch) | $392.1mm | 100% of non‑stretch + 15.2% stretch |
| OCE/Revenue | 10% | 66.7% | 61.7% | — | 56.9% | 100% |
| TRIR | 10% | 1.20 | 1.00 | — | 0.90 | 100% |
| Total bonus | — | — | — | — | — | 115.2% of target |
CEO Target Bonus % of salary: 100% (unchanged) .
Long-Term Incentive (LTIP)
| 2024 awards (granted 3/11/2024) | Units | Value (at grant) | Vesting/Performance |
|---|---|---|---|
| PSUs (target) | 24,857 | Included in $2,316,672 SCT “Stock Awards” | 3-year performance (Jan 1, 2024–Dec 31, 2026) based on average annual ROCE; 50%/100%/200% payout at ROCE 15%/20%/25%; capped at 100% if below median peer ROCE . |
| RSUs | 24,857 | Included in $2,316,672 SCT “Stock Awards” | Time-based: 33% per year on each of 1st, 2nd, 3rd anniversary of grant (i.e., beginning 3/11/2025) . |
Recent PSU Performance: 2022–2024 PSU cycle vested at 200% on ~39% ROCE vs 25% max goal .
Pay Program Design and Governance:
- At-risk pay mix: CEO 86% at-risk in 2024; 50% of LTI is performance-based PSUs .
- Clawback policy adopted consistent with SEC/NYSE rules (recoup incentive pay after restatements) .
- No hedging/pledging; no option repricing; no excise tax gross-ups .
Equity Ownership & Alignment
| Beneficial ownership (2/28/2025) | Amount | % / Voting |
|---|---|---|
| Class A shares – Scott Bender | 102,919 | “*” (<1% of Class A) |
| Class B shares via Cactus WH Enterprises, LLC (controlled by Scott and Joel Bender) | 10,160,359 | 88.9% of Class B; combined voting power for Scott: 12.9% . |
| Directors & officers as a group (13) – Class B | 10,282,545 | 89.9% of Class B; combined voting power 13.7% . |
Vested vs unvested; near-term vesting:
- Scheduled to vest within 60 days of 2/28/2025: PSUs 38,760; RSUs 22,383 for Scott Bender .
- 2024 vesting realized: 60,644 shares; pre-tax value $3,281,293 (RSUs vested Mar 10/11, 2024 at $46.53/$46.60; PSUs vested based on 2022–2024 performance at $58.36) .
Ownership policies and alignment:
- CEO stock ownership guideline = 6x salary; all NEOs and non-employee directors met/exceeded as of 3/27/2025 .
- Hedging and pledging prohibited for directors and executive officers .
- Equity plan status: as of 12/31/2024, 1,042,360 shares subject to outstanding RSUs/PSUs (target) and 2,394,048 shares available; no stock options outstanding under LTIP .
Employment Terms
Key agreement terms:
- Second Amended & Restated Employment Agreements (April 2021) with automatic continuation unless 90–120 days’ notice of non-extension .
- Severance (no CoC cash enhancement): lump-sum salary continuation (up to remaining term or one year minimum) upon termination without cause or for good reason; disability and death benefits summarized below .
- Non-compete and non-solicit: 1 year post-termination (entered Feb 12, 2018) .
Potential payments (as of 12/31/2024; illustrative):
| Scenario | Cash severance | Stock awards | Performance cash | Health & welfare | Total |
|---|---|---|---|---|---|
| For cause | $0 | $0 | $0 | $0 | $0 |
| Involuntary (no CoC) | $450,000 | $5,506,966 | $0 | $15,238 | $5,972,204 |
| Involuntary with CoC | $450,000 | $8,294,824 | $518,562 | $15,238 | $9,278,624 |
| Disability | $225,000 | $8,294,824 | $518,562 | $7,619 | $9,046,005 |
| Death | $37,500 | $5,506,966 | $518,562 | $1,270 | $6,064,298 |
| Change of control (no termination) | $0 | $8,294,824 | $518,562 | $0 | $8,813,386 |
Other benefit design:
- No defined benefit pension; no nonqualified deferred compensation plan .
Board Governance
- Roles: Scott Bender serves as combined CEO and Chairman; board appointed Gary Rosenthal as Lead Independent Director to enhance independent oversight and preside over executive sessions .
- Independence/Committees: A majority of directors are NYSE‑independent; standing Audit (Chair: Alan Semple), Compensation (Chair: Michael McGovern), and Nominating & Governance (Chair: Gary Rosenthal) committees .
- Attendance: In 2024, the full board met 4 times; each director attended >75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Declassification: Stockholders approved a phased declassification; all directors move to annual elections by 2027 .
Director compensation note:
- Scott and Joel Bender receive no additional compensation for board service .
Compensation Peer Group (used for 2024 analysis)
| Peer companies |
|---|
| Archrock; Atlas Energy Solutions; ChampionX; Expro Group Holdings; Helix Energy Solutions; Helmerich & Payne; Kodiak Gas Services; Liberty Energy; ProFrac Holding; ProPetro Holding; RPC; USA Compression Partners . |
Independent compensation consultant: Pearl Meyer (no conflicts) .
Say‑on‑Pay history and frequency:
- 2022 say‑on‑pay approval ~95%; company holds advisory votes every 3 years; next vote at 2025 annual meeting .
Related Party Transactions (governance watch‑items)
- Non‑exclusive aircraft lease with SusieAir, LLC (wholly owned by Scott Bender): $2,500 per flight hour; 2024 expense ~$0.1 million; company employs pilots; personal pilot use reimbursed by Scott/Joel up to $2,350/day .
- Pro rata LLC distributions: In 2024, a company controlled by Scott and Joel Bender received ~$11.8 million of distributions from Cactus Companies related to CC Unit ownership (consistent with Up‑C structure; separate from Cactus Inc. dividends) .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $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 |
Notes: 2024 Adjusted EBITDA reconciliation provided (adds stock-based comp and other non-operating items) .
Additional Policies and Controls
- Anti‑hedging/anti‑pledging and insider trading policy (trading windows/pre‑clearance) apply to officers/directors .
- LTIP prohibits option/SAR repricing without stockholder approval; minimum 1‑year vesting on awards (limited carve‑out) .
- Clawback applies to incentive‑based compensation on restatements; LTIP also expressly subject to clawback .
Investment Implications
- Alignment and incentives: High at‑risk pay (86%), ROCE‑based PSUs, ownership guidelines met/exceeded, and anti‑hedging/pledging policy support alignment; CEO holds significant voting influence via Class B/CC units (12.9% combined voting power), which can be a positive for long‑term focus but concentrates control .
- Near‑term supply/vesting: 2024 awards vest 33% annually (RSUs) and PSUs cliff‑vest after 3‑years; 38,760 PSUs and 22,383 RSUs were scheduled to vest within 60 days of 2/28/2025, which can create periodic selling pressure (subject to trading windows) .
- Retention and transition risk: Severance design is modest cash (salary only) but equity acceleration can be sizable upon CoC/termination; one‑year non‑compete and nonsolicit support retention and reduce competitive leakage risk .
- Governance considerations: Combined CEO/Chair role mitigated by a Lead Independent Director and committee independence; family relationships (CEO, President, COO) and a related‑party aircraft lease merit ongoing oversight, though amounts are small and policies are disclosed .
- Shareholder sentiment: Strong prior say‑on‑pay support (~95%) and use of an independent consultant indicate low pay‑risk; program prohibits repricing and gross‑ups .