Business Context and Reporting Period
This Form 8-K Current Report was filed by Cactus, Inc. on June 9, 2021. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director effective July 1, 2021.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel and governance matters.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine members.
- New Appointment: Tym Tombar was appointed to fill the newly created vacancy as a Class I director, with a term expiring at the 2024 annual meeting.
- Committee Assignments: Mr. Tombar was appointed to the Audit Committee and the Compensation Committee, increasing the size of each committee to five members.
- Independence: The Board determined Mr. Tombar is independent under NYSE listing standards and Section 10A-3 of the Exchange Act.
Compensation and Management Commentary
Mr. Tombar's appointment is based on his 25 years of investment and finance experience in the energy industry, including roles as Co-Founder of Arcadius Capital Partners and prior experience at Scotiabank and Goldman Sachs. His compensation package includes:
- Cash Retainer: $80,000 annually, payable quarterly in arrears.
- Committee Fees: Additional $15,000 annually for service on the Audit and Compensation Committees.
- Equity Compensation: An award of restricted stock units with a grant date value of $100,000 on July 1, 2021.
- Expenses: Reimbursement for out-of-pocket expenses incurred attending meetings.
The filing states there are no family relationships between Mr. Tombar and other directors or executives, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of the Board expansion and Mr. Tombar's term expiration (2024).
- Confirm the total annual cash and equity compensation value for the new director ($195,000 total value).
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointment.
- Check the Company's Form 10-K for the standard indemnification agreement referenced in the filing.