LIBERTY ENERGY INC CLASS A (LBRT)
Sector: Energy
2026 Annual Meeting Analysis
LIBERTY ENERGY INC CLASS A · Meeting: April 14, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Four Class I Directors to a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
Ayat has served since 2020, meets all attendance and independence requirements, brings deep oilfield services and financial expertise as former CFO of SLB, and LBRT's 3-year TSR of +139.7% outperforms the disclosed peer group median by +130.3 percentage points, well above the 65-point threshold needed to trigger a concern at this strong positive return level.
Murti joined in January 2025 and has been on the board for fewer than 24 months, so he is exempt from the TSR performance trigger; he brings relevant energy finance and capital markets expertise from his career at Goldman Sachs and Veriten, and no other disqualifying flags are present.
Norton has served since 2019, meets attendance and independence requirements, brings relevant legal and regulatory experience including service as U.S. Secretary of the Interior, and LBRT's strong outperformance versus the disclosed peer group means the TSR trigger does not apply.
Steinbeck has served since 2018, meets all attendance and independence requirements, brings relevant energy sector investing and M&A expertise, and LBRT's 3-year TSR of +139.7% outperforms the disclosed peer group median by +130.3 percentage points, well above the 65-point threshold needed to trigger a concern.
All four Class I director nominees pass every policy screen: the company's 3-year total shareholder return of +139.7% outperforms the disclosed compensation peer group median by +130.3 percentage points, far exceeding the 65-point threshold that would be required to trigger a negative vote at this level of absolute positive returns; no director is overboarded; all are independent; all attended at least 75% of meetings; and no familial relationships with management are disclosed. Arjun Murti is additionally exempt from the TSR trigger as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Ron Gusek
Total Comp
N/A
Prior Support
98%+%
The pay program is structured appropriately, with approximately 86% of the CEO's target compensation being variable or performance-based — well above the 50-60% minimum the policy requires — and the incentive metrics are meaningful, including return on capital employed benchmarked against peers over a 3-year period, adjusted pre-tax earnings per share, and a comparative peer ranking, all of which rewarded genuine outperformance. Pay-for-performance alignment is strong: LBRT ranked 3rd of 10 in the peer ROCE comparison for 2025 and 1st of 10 on a 3-year average basis, while the stock returned +139.7% over three years versus a peer median of +9.4%, meaning above-target incentive payouts are well-justified by shareholder outcomes. The company has received over 98% shareholder support on Say on Pay every year since its 2018 IPO, a clawback policy is in place, and no governance red flags are identified.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose a specific fee breakdown table in the extracted text provided, so the non-audit fee ratio trigger cannot be confirmed as firing; per policy, when fee data or tenure cannot be confirmed from the filing, the default vote is FOR. Deloitte is a Big 4 firm appropriate for a $5 billion market cap company, and no material restatements are disclosed. The absence of a confirmed tenure disclosure is noted as a minor negative factor but is insufficient to trigger a No vote under policy.
Overall Assessment
Liberty Energy's 2026 annual meeting ballot is straightforward and presents no significant governance concerns: the company's stock has dramatically outperformed its oilfield services peers over the past three years, its executive pay program is heavily performance-based with rigorous peer-benchmarked metrics, and all four director nominees meet independence, attendance, and qualification standards. All three standard proposals — director elections, Say on Pay, and auditor ratification — receive FOR votes under the policy, reflecting a compensation and governance framework that is well-aligned with shareholder interests.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing