Sector: Energy
CACTUS INC CLASS A · Meeting: May 12, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Scott Bender has served as CEO and director since 2011; WHD's 3-year return of +23.5% trails the disclosed peer group median by only 6.6 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns, and no overboarding, attendance, or independence concerns apply.
Joel Bender has served as President and director since 2011; the same TSR analysis that clears Scott Bender applies equally here — the 3-year peer underperformance gap of 6.6 percentage points does not meet the 65-point trigger threshold — and no other policy flags are present.
Alan Semple has served since April 2017, chairs the Audit Committee, holds chartered accountant credentials with extensive CFO-level energy-sector finance experience, attended all required meetings, and the TSR trigger does not apply given the small peer underperformance gap.
Tana Utley is a first-time nominee and is therefore exempt from the TSR trigger under the 24-month new-director exemption; she brings relevant manufacturing, engineering, and public-board experience from her career at Caterpillar and current service on the boards of Woodward and SPX Technologies.
Gary Rosenthal has served since January 2018 as Lead Independent Director; the 3-year peer underperformance gap of 6.6 percentage points is far below the 65-point threshold, he serves on no public company boards (only private portfolio companies), and all attendance and independence requirements are met.
All five director nominees — three Class II (Joel Bender, Alan Semple, Tana Utley) and two Class III (Scott Bender, Gary Rosenthal) — receive a FOR vote. WHD's 3-year absolute return of +23.5% is solidly positive, and the company trails its disclosed compensation peer group median by only 6.6 percentage points against a 65-point trigger threshold, so no TSR-based against votes are warranted. No overboarding, attendance below 75%, or independence concerns are identified for any nominee. New nominee Tana Utley is exempt from the TSR trigger as a first-time director.
CEO
Scott Bender
Total Comp
$2,524,459
Prior Support
99%%
CEO Scott Bender's total compensation of $2,524,459 for 2025 is modest and well within a reasonable range for a CEO at a $3.3 billion energy-services company. The compensation program is well-structured: approximately 83% of CEO pay is variable and at-risk, split between performance stock awards (vesting based on 3-year return on capital employed targets) and time-based equity, satisfying the requirement that at least 50-60% of pay be performance-linked. Incentive pay alignment is sound — annual bonuses paid out at roughly 49.5% of target reflecting actual below-target financial performance in 2025, demonstrating that the pay-for-performance linkage is functioning as intended. The company received 99% shareholder support at the 2025 annual meeting, has a robust clawback policy, and no policy triggers for an against vote are present.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,542,000
Non-Audit Fees
$12,000
Non-audit fees (audit-related fees of $2,000 plus all other fees of $10,000, totaling $12,000) represent less than 1% of audit fees of $2,542,000, well below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm appropriate for a $3.3 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy, and no material financial restatements are identified.
The 2026 Cactus Inc. annual meeting ballot contains three standard proposals: election of five directors, ratification of PwC as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the director slate is clean with no TSR, attendance, or overboarding concerns; PwC's non-audit fee ratio is negligible; and CEO compensation is modest, heavily performance-based, and backed by 99% shareholder approval in 2025.
12 companies disclosed in 2026 proxy filing
