NATIONAL ENERGY SERVICES REUNITED (NESR)
Sector: Energy
2026 Annual Meeting Analysis
NATIONAL ENERGY SERVICES REUNITED · Meeting: May 7, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
NESR's 3-year stock return of +146.1% outperforms the company-disclosed peer group median by +92.5 percentage points, well above the 50pp threshold required to trigger an against vote for strong positive TSR; no overboarding, attendance, or independence concerns identified.
Long-tenured independent director with deep oilfield services experience; NESR's strong TSR outperformance versus peers clears all policy thresholds, and no overboarding, attendance, or independence concerns were identified.
Independent director with relevant MENA oil and gas industry experience; NESR's strong TSR outperformance versus peers clears all policy thresholds, and no overboarding, attendance, or independence concerns were identified.
Independent director with broad financial and governance experience; NESR's strong TSR outperformance versus peers clears all policy thresholds, and while Mr. Chase serves on multiple public company boards (NESR, Cullen/Frost Bankers, LyondellBasell, Nabors — four total), he is not a sitting CEO, so the four-board threshold is met exactly and does not trigger an against vote under policy.
Appointed to the board in May 2025, Ms. Pollina joined fewer than 24 months ago and is therefore exempt from the TSR trigger under policy; she brings relevant financial services and audit committee expertise and qualifies as the audit committee financial expert.
All five director nominees receive a FOR vote. NESR's 3-year stock return of +146.1% outperforms the company-disclosed peer group median by +92.5 percentage points, far exceeding the 50pp underperformance threshold needed to trigger against votes, so the TSR screen is clear for all tenured directors. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. Ms. Pollina, appointed in May 2025, is within the 24-month new-director exemption period in any event.
Say on Pay
✓ FORCEO
Sherif Foda
Total Comp
$2,268,000
Prior Support
N/A
CEO Sherif Foda's total 2025 compensation was $2,268,000, consisting entirely of base salary ($840,000) and a cash incentive bonus ($1,428,000) — he has voluntarily waived all stock awards since the company's inception. For a CEO of a $2.2B energy services company, this total pay level is well within a reasonable benchmark range and is not excessive. The pay mix is meaningfully variable: the cash incentive (63% of total) is tied to specific, disclosed EBITDA and DSO targets with defined payout levels, the CEO achieved 120% on the financial component and 50% on non-financial objectives for a total payout of 170% of base salary, reflecting genuine performance above target. NESR's stock returned +146.1% over three years versus a peer median of +53.6%, representing strong pay-for-performance alignment; the company has a Dodd-Frank-compliant clawback policy; and there are no prior-year say-on-pay results available to flag.
Auditor Ratification
✓ FORAuditor
Grant Thornton Audit and Accounting Limited (Dubai Branch)
Tenure
N/A
Audit Fees
$2,900,000
Non-Audit Fees
$565,000
Audit-related fees of $565,000 represent about 19.5% of core audit fees of $2,900,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can be applied under policy; no material restatements were disclosed; NESR has a market cap of $2.2B and while a Big 4 or large national firm would be more typical at this size, Grant Thornton is a large international firm with a regional presence appropriate for NESR's MENA-focused operations, and no rationale concern is sufficient to overcome the default FOR.
Overall Assessment
The 2026 NESR annual meeting ballot contains four proposals: director elections, say on pay, say on frequency, and auditor ratification. All three policy-covered proposals receive a FOR vote — NESR's exceptional 3-year stock outperformance versus its disclosed peer group clears all director TSR screens, CEO pay is modest and well-structured for a company of NESR's size, and the auditor fee structure raises no independence concerns.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing