Tym Tombar
CactusAbout Tym Tombar
Tym Tombar (age 51) is an independent director at Cactus, Inc. (NYSE: WHD) serving since July 2021; he is a Managing Director and Co‑Founder of Arcadius Capital Partners with a career rooted in energy private equity and investment banking. He holds an MBA from Stanford Graduate School of Business and a BA in Applied Mathematics from Harvard University, and previously held senior roles at Scotiabank’s Energy Private Equity group (Managing Director, co‑head) and Goldman Sachs across principal investing and investment banking in New York, London, and Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcadius Capital Partners (and predecessor SW Capital Partners) | Managing Director & Co‑Founder | 2011–present | Energy growth equity investor in upstream start-ups/early‑stage companies |
| Scotiabank | Managing Director, co‑head Energy Private Equity | 2007–2011 | Led energy private equity strategy |
| Goldman, Sachs & Co. | Vice President; Investment Banking Division; Energy & Power Principal Investment Area/Banking Group | 1994–Apr 2007 | Led deal teams for primary market energy investments; advised upstream, OFS, petrochemical clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stellar Bancorp, Inc. (NYSE: STEL) | Director | Since June 2024 | Public company directorship |
| Various private oil & gas companies | Director (12+ boards) | Since 2007 | Portfolio/industry oversight roles |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mr. Tombar is independent under NYSE and SEC standards |
| Board class/term | Class I director; term expires at 2027 annual meeting (post-declassification phase-in) |
| Committees | Audit Committee (member; designated “audit committee financial expert”), Compensation Committee (member) |
| Attendance | In 2024, each director, including Mr. Tombar, attended >75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting |
| Lead Independent Director context | Lead Independent Director is Gary Rosenthal (context for independent oversight) |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $94,000 | Standard non‑employee director retainer |
| Audit Committee member fee | $10,000 | Non‑chair member |
| Compensation Committee member fee | $5,000 | Non‑chair member |
| Total cash fees earned (2024) | $109,000 | Sum of retainer and committee fees |
Performance Compensation
Directors receive time‑based RSUs; there are no performance‑conditioned equity awards for directors (NEO PSU metrics are separate from director pay structure) .
| Grant date | Instrument | Shares | Grant date fair value | Vesting |
|---|---|---|---|---|
| March 11, 2024 | RSU | 3,116 | $145,206 | Cliff vests on March 11, 2025 |
Program design: annual equity-based compensation targeted at $141,000 grant date value for non‑employee directors (actual RSU value shown above reflects fair value per share at grant) .
Policies:
- Stock ownership guidelines: Non‑employee directors must hold 4x annual cash retainer; as of March 27, 2025, all non‑employee directors met/exceeded guidelines .
- Anti‑hedging/pledging: Directors are prohibited from hedging and pledging Company stock .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public board | Stellar Bancorp, Inc. (NYSE: STEL) – Director since June 2024 |
| Compensation Committee interlocks | None disclosed for 2024 (no member was an officer/employee; no reciprocal interlocks) |
Expertise & Qualifications
- Energy finance and private equity operator with 25+ years in upstream/OFS investing and capital markets; recognized as an Audit Committee financial expert by the Board .
- Education: MBA (Stanford GSB); BA Applied Mathematics (Harvard) .
- Transactional leadership (deal sourcing, execution, portfolio oversight) across Goldman Sachs and Scotiabank .
Equity Ownership
| As of Feb 28, 2025 | Value |
|---|---|
| Beneficial ownership (Class A shares) | 25,003 (<1%) |
| RSUs scheduled to vest within 60 days (as of Feb 28, 2025) | 3,116 |
| Ownership guideline compliance | Yes (all non‑employee directors met/exceeded guidelines as of Mar 27, 2025) |
| Hedging/Pledging status | Prohibited by Company policy |
Governance Assessment
-
Strengths and signals supporting investor confidence:
- Independent director with deep energy investing experience; designated Audit Committee financial expert, enhancing financial oversight .
- Strong engagement: >75% attendance and participation on both Audit and Compensation Committees; all directors attended the 2024 annual meeting .
- Pay and alignment: Balanced cash/equity structure (2024: $109k cash; 3,116 RSUs, $145k fair value) and compliance with 4x retainer ownership guideline; anti‑hedging/pledging further aligns interests .
- No compensation interlocks; robust related‑party transaction review resides with the Audit Committee .
-
Watch items (no current red flags disclosed):
- External affiliations include energy private equity and a public bank board (STEL); the Company’s related‑party transactions policy requires Audit Committee review if any transactions arise—none specific to Mr. Tombar are disclosed in the proxy .
- Say‑on‑pay context: Prior support strong (95% approval in 2022); 2025 say‑on‑pay scheduled at the 2025 Annual Meeting (company‑level context) .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, or low attendance for Mr. Tombar in the latest proxy .