Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

2020 Base Salary and Bonus Target for Certain Named Executive Officers

The Compensation Committee (the "Compensation Committee") of the Board of Directors of Cactus, Inc. (the "Company"), after discussions with a compensation consultant (the "Consultant"), approved base salaries and cash bonus targets for 2020 for certain of the Company's executive officers, including certain of the Company's named executive officers. The approved 2020 base salaries, which remain unchanged from 2019, and bonus targets, expressed as a percentage of each executive's base salary, for such named executive officers are set forth in the table below:





                                                                 2020               2020
Name:                                                        Base Salary:       Bonus Target:
Scott Bender-President and Chief Executive Officer          $      300,000                 100 %

Joel Bender-Senior Vice President and Chief Operating Officer

$      300,000                 100 %
Steven Bender-Vice President of Operations                  $      300,000                  80 %

Stephen Tadlock-Vice President, Chief Financial Officer and Treasurer

$      335,000                  80 %
David Isaac-General Counsel, Vice President of
Administration and Secretary                                $      300,000                  65 %

In light of the current economic environment, management has elected to implement base salary reductions as follows: Messrs. Scott Bender, Joel Bender and Steven Bender have each agreed to 50% salary cuts from the amounts shown in the table and Messrs. Tadlock and Isaac have agreed to 20% salary cuts.

Approval of Forms of Performance Stock Unit Agreement

The Compensation Committee, after discussions with the Consultant, approved two forms of Performance Stock Unit Agreements (together, the "PSU Award Agreements") for grants of performance stock units ("PSUs") under the Company's Long Term Incentive Plan (the "LTIP"). The PSU Award Agreements are substantially similar, except one agreement provides for three-year cliff vesting of PSUs ("Three Year Agreement"), and the other agreement provides for vesting of two-thirds of the PSUs granted thereunder on the second anniversary of the grant date and vesting of the remaining one-third on the third anniversary of the grant date ("Two and Three Year Agreement"). The PSU Award Agreements provide for the issuance on the vesting date(s) of a number of shares of the Company's common stock determined based on the Company's average annual return on capital employed ("ROCE") during the applicable performance period, subject to adjustment based on the Company's ROCE relative to the average ROCE of certain peer companies during such period.

The foregoing descriptions of the PSU Award Agreements are summaries, do not purport to be complete, and are qualified in their entirety by reference to the complete text of the PSU Award Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K and are incorporated herein by reference.





Grants of RSUs and PSUs

In connection with the foregoing, effective March 11, 2020, the Compensation Committee also approved grants of restricted stock units ("RSUs") and PSUs to certain of the Company's named executive officers in accordance with the terms and provisions of the Company's RSU and PSU Award Agreements and the LTIP. The RSUs vest on an equal annual basis over a three-year period from the grant date and the PSUs vest in accordance with the vesting schedule set forth in the form of PSU Award Agreement under which each grant was made. The table below sets forth the value of each grant of RSUs and PSUs to the named executive officers and the form of PSU Award Agreement under which each grant of PSUs was made:





                                                                          Form of PSU Award
Name:                    Value of RSUs          Target Value of PSUs          Agreement
                                                                                  Three Year
Scott Bender          $            750,000     $              750,000              Agreement
                                                                                  Three Year
Joel Bender           $            750,000     $              750,000              Agreement
                                                                          Two and Three Year
Steven Bender         $            400,000     $              200,000              Agreement
                                                                          Two and Three Year
Stephen Tadlock       $            402,000     $              201,000              Agreement
                                                                          Two and Three Year
David Isaac           $            350,000     $              175,000              Agreement




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Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
 No.                                   Description
  10.1       Form of Performance Stock Unit Agreement (three-year vesting) under
           the Cactus, Inc. Long Term Incentive Plan.
  10.2       Form of Performance Stock Unit Agreement (two and three-year
           vesting) under the Cactus, Inc. Long Term Incentive Plan.




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