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 executive experience; no overboarding, attendance, or TSR concerns — AROC's 3-year return of +303.9% outpaces the peer median by +270pp, far above the 50pp trigger threshold.
CEO and executive director; no overboarding issues and the TSR trigger does not fire given AROC's exceptional 3-year outperformance of +270pp versus the peer median, well above the 50pp threshold.
Independent non-executive Chairman with deep energy industry expertise; long-tenured director but no TSR trigger applies given strong outperformance, and no attendance or overboarding concerns identified.
Independent director and Audit Committee Chair with CPA credentials and extensive CFO experience; qualifies as an audit committee financial expert and no policy flags apply.
Independent director with substantial oilfield services and private equity energy experience; no overboarding, attendance, or TSR trigger concerns.
Independent director and Compensation Committee Chair with over 40 years of midstream oil and gas experience; no policy flags apply.
Independent director with strong midstream operations background; joined January 2021 so tenure overlaps the measurement period but TSR trigger does not fire given AROC's strong outperformance.
Non-independent director due to his role as CEO of Hilcorp affiliate Harvest Midstream, a material customer; he does not serve on any independent committees (audit or compensation), so no independence-on-committee flag applies, and no TSR trigger fires.
Independent director with strong financial and energy industry credentials including CPA and former principal financial officer experience; no policy flags apply.
All nine director nominees receive a FOR vote. AROC's 3-year price return of +303.9% outperforms the disclosed compensation peer group median by approximately +270 percentage points, far exceeding the 50pp underperformance threshold required to trigger any TSR-based concern. No director is overboarded, all committees are 100% independent, attendance was 100% at the board level and near-100% at the committee level, and no familial relationships or material independence concerns were identified beyond Jason Rebrook's disclosed non-independent status, which is appropriately managed through recusal policies.
Say on Pay
✓ FORCEO
D. Bradley Childers
Total Comp
$9,037,610
Prior Support
95%%
CEO total compensation of approximately $9.0 million is reasonable for a $6.1 billion energy company with exceptional performance — net income grew 87% and Adjusted EBITDA grew 51% in 2025, and the stock delivered a 3-year return of +304% versus a peer median of +34%. The pay structure is well-designed: 87% of the CEO's target pay is variable and performance-linked, the company uses multi-year performance stock awards with meaningful metrics (relative and absolute total shareholder return, cumulative cash available for distribution), a robust clawback policy is in place, and the prior year say-on-pay vote received 95% shareholder support. There are no red flags on pay level, pay mix, 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, totaling $764K) represent approximately 44% of audit fees ($1,745K), which is below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $6.1B market cap company, no restatements were identified, and auditor tenure was not disclosed so the tenure trigger cannot fire per policy.
Overall Assessment
The 2026 Archrock annual meeting ballot contains three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive a FOR vote determination. The company's exceptional 3-year stock performance, strong pay-for-performance alignment, clean auditor fee profile, and 95% prior-year say-on-pay support leave no policy triggers activated across any proposal.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing