Cactus, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cactus, Inc. on May 22, 2024. The filing discloses a significant change in executive leadership, specifically the appointment of a new Chief Financial Officer and Treasurer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and compensation arrangements.
Material Changes
- Executive Appointment: Jay Nutt was appointed as Executive Vice President, Chief Financial Officer, and Treasurer, with an anticipated start date of June 3, 2024.
- Role Transition: Mr. Nutt replaces Alan Keifer (Interim CFO, Principal Financial Officer, and Principal Accounting Officer) and Stephen Tadlock (Treasurer).
- Continuity: Stephen Tadlock will continue serving as Executive Vice President and Chief Executive Officer of the Spoolable Technologies segment.
Compensation and Outlook
Mr. Nutt's compensation package includes:
- Base Salary: $450,000 annualized.
- Annual Bonus: Eligible for up to 80% of base salary based on financial/operational metrics, with an additional potential 40% of the earned bonus for meeting stringent measures (total potential up to 112% of base salary). The 2024 bonus will be pro-rated.
- Long-Term Incentives: Expected initial grant of 1x base salary in Restricted Stock Units (RSUs) vesting ratably over three years, and 1x base salary in Performance Restricted Stock Units (PSUs) tied to return on capital employed metrics (2024-2026) with a potential payout of up to 2x target.
The filing states there are no undisclosed arrangements or family relationships requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Confirm the official start date of June 3, 2024, for Jay Nutt.
- Review the specific financial and operational metrics defined in the Management Incentive Plan for the 2024 bonus calculation.
- Verify the vesting schedule and performance thresholds for the RSUs and PSUs once the Board of Directors approves the long-term incentive grant.
- Monitor future filings for the departure of Alan Keifer and any transition details regarding the Spoolable Technologies segment under Stephen Tadlock.