Sector: Energy
SELECT WATER SOLUTIONS INC CLASS A · Meeting: May 7, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
WTTR's 3-year price return of 188.1% outperforms the disclosed compensation peer group median by +94.3 percentage points, well above the 65pp threshold required to trigger a negative vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns apply to this executive director.
WTTR significantly outperforms its peer group over 3 years (+94.3pp vs. the 65pp threshold), clearing the TSR bar; Burleson holds one other public board seat (Atlas Energy Solutions), well within the four-board limit, and attended at least 75% of meetings.
Strong 3-year relative TSR performance (+94.3pp above peer median) means the TSR trigger does not apply; Burnett holds no other public board seats, attended at least 75% of meetings, and brings deep financial and audit expertise as Lead Director.
Cope joined the board in January 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; he brings strong accounting credentials as a CPA and former Chief Accounting Officer.
WTTR's peer-relative 3-year outperformance of +94.3pp clears the 65pp threshold by a wide margin; Fernandez-Moreno holds one other public board seat (Ingevity), within the four-board limit, and attended at least 75% of meetings.
The TSR trigger does not fire given WTTR's strong 3-year outperformance vs. peers; Fielder holds no other public board seats and brings relevant energy industry and sustainability expertise.
Roberts joined the board in January 2025, placing him within the 24-month new-director exemption from the TSR trigger; he brings relevant midstream energy and financial expertise with no overboarding concerns.
All seven director nominees receive a FOR vote. WTTR's 3-year price return of 188.1% outperforms its disclosed compensation peer group median by +94.3 percentage points, far exceeding the 65pp threshold required for strong-positive TSR companies — so the TSR trigger does not fire for any incumbent director. Two directors (Cope and Roberts) joined in January 2025 and are independently exempt under the 24-month new-director rule. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
CEO
John D. Schmitz
Total Comp
$4,876,029
Prior Support
98%%
CEO total compensation of $4,876,029 is reasonable for the head of a $2B energy-sector company and does not appear materially above benchmark for this title, sector, and market cap band. The pay structure is well-designed, with 84% of CEO pay at risk and 51% tied to performance metrics — well above the 50-60% variable pay threshold required by policy — including relative TSR performance stock awards and annual cash incentives linked to Adjusted EBITDA, free cash flow, safety, and environmental goals. Pay-for-performance alignment is strong: WTTR delivered a 188.1% 3-year price return, dramatically outperforming peers, the prior say-on-pay vote received approximately 98% support, and the company maintains a robust clawback policy compliant with SEC/exchange requirements.
Auditor
Grant Thornton LLP
Tenure
10 yrs
Audit Fees
$2,053,104
Non-Audit Fees
$263,913
Non-audit fees (audit-related fees of $263,913) represent approximately 12.9% of audit fees ($2,053,104), well below the 50% threshold that would raise independence concerns. Grant Thornton has served since prior to the 2017 IPO (approximately 10 years), below the 25-year tenure trigger. No material restatements were identified, and Grant Thornton is a large national firm appropriate for a $2B market cap company.
The 2026 Select Water Solutions annual meeting ballot presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive FOR votes under this policy. WTTR's exceptional 3-year stock performance (+188.1%, outperforming its peer group by +94.3 percentage points) clears every director TSR threshold, the auditor fee structure is clean with non-audit fees at only ~13% of audit fees, and the executive compensation program is strongly performance-linked with 98% prior shareholder support.
14 companies disclosed in 2026 proxy filing
