ARCHROCK INC (AROC)
Sector: Energy
2026 Annual Meeting Analysis
ARCHROCK INC · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong energy industry credentials; no overboarding, attendance issues, or TSR trigger concerns given AROC's exceptional 3-year TSR of +304% vastly outperforms the XLE ETF benchmark by +239 percentage points, well above any trigger threshold.
CEO and non-independent director with deep company knowledge; no TSR trigger applies as AROC's 3-year price return of +304% dramatically outperforms the XLE sector ETF benchmark by +239 percentage points, far exceeding the 80pp threshold required to trigger a No vote.
Independent Chairman with extensive energy board experience; director since 2002 but no TSR trigger applies given the company's outstanding 3-year performance; no overboarding or attendance concerns identified.
Independent director with strong financial and CPA credentials serving as Audit Committee Chair; no TSR trigger, overboarding, or attendance concerns; well-qualified for her audit oversight role.
Independent director with deep oilfield services and private equity experience; no TSR trigger, overboarding, or attendance concerns identified.
Independent director with over 40 years of midstream experience serving as Compensation Committee Chair; no TSR trigger, overboarding, or attendance concerns identified.
Independent director with strong midstream operations expertise; joined in January 2021 so tenure fully covers the 3-year period but no TSR trigger applies given the company's exceptional outperformance; no attendance or overboarding concerns.
Non-independent director due to his role at Hilcorp affiliate Harvest Midstream; however, he does not sit on any independent committee (audit or compensation), so no policy trigger fires; the related-party relationship is disclosed and monitored by the Audit Committee, and no TSR or overboarding concern applies.
Independent director with engineering and financial expertise including CPA designation; director since July 2018; no TSR trigger, overboarding, or attendance concerns identified.
All nine director nominees receive a FOR vote. The company's 3-year stock return of +304% dramatically outperforms the XLE sector ETF benchmark by approximately +239 percentage points, which is well above the 80-point gap needed to trigger a No vote even under the most demanding threshold. All independent directors serve only on independent committees, board attendance was 100% in 2025, no director appears overboarded, and the board has a strong mix of relevant energy industry expertise.
Say on Pay
✓ FORCEO
D. Bradley Childers
Total Comp
$9,037,610
Prior Support
95%%
The CEO's total compensation of approximately $9.0 million is reasonable for a CEO at a $6.3 billion energy services company with exceptional performance — earnings per share grew 74% and net income grew 87% in 2025, and the stock has returned over 300% over three years. Pay structure is well-designed, with 87% of the CEO's target pay being variable and performance-linked through annual cash incentives tied to financial and sustainability metrics, plus long-term equity awards split equally between time-vested restricted stock and performance units requiring three-year performance periods. The prior year's say-on-pay vote received 95% shareholder support, the company has a meaningful clawback policy adopted in compliance with NYSE rules, and there are no red flags on pay mix, dilution, or pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,745,000
Non-Audit Fees
$764,000
Non-audit fees (audit-related fees of $205K plus tax fees of $557K plus other fees of $2K = $764K) represent approximately 44% of audit fees of $1,745K, which is below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $6.3B market cap company; no material restatements are disclosed; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy, and no other negative flags are present.
Overall Assessment
Archrock's 2026 annual meeting ballot contains three standard proposals: election of nine directors, ratification of Deloitte as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the company has delivered exceptional shareholder returns over three and five years, executive pay is well-structured with a strong performance orientation, and the auditor relationship raises no independence concerns.