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, bringing deep oilfield services and CFO experience; LBRT's 3-year total shareholder return of +106.9% outperforms its disclosed peer group median of -8.7% by +115.6 percentage points, well above the 65-point threshold required to trigger a concern, and all other policy screens (attendance, independence, overboarding) are clear.
Murti joined the board in January 2025, which is less than 24 months ago, making him exempt from the stock performance trigger; he brings relevant energy finance and capital markets expertise, and no other policy concerns are present.
Norton has served since 2019 with strong legal, regulatory, and governance credentials; LBRT's 3-year total shareholder return far exceeds its peer group median, the TSR trigger does not apply, and attendance and independence requirements are met.
Steinbeck has served since 2018 with relevant energy investment and finance experience; LBRT's strong outperformance versus its disclosed peer group means the TSR underperformance trigger does not apply, and no other policy concerns are identified.
All four Class I director nominees pass every policy screen. LBRT's 3-year total shareholder return of +106.9% beats the median of its disclosed compensation peer group by +115.6 percentage points, which is well above the 65-point gap needed to raise a concern, so the TSR trigger does not fire for any director. Arjun Murti joined in January 2025 and is separately exempt as a director within his first 24 months. Attendance was at or above 75% for all directors, no overboarding issues were identified, and all nominees are independent except Ron Gusek (who is not up for election this year).
Say on Pay
✓ FORCEO
Ron Gusek
Total Comp
N/A
Prior Support
98%+%
Pay structure is well-designed: approximately 86% of the new CEO's total target compensation is variable or performance-based, far exceeding the 50-60% threshold required by policy, with bonuses tied to pre-established, measurable metrics including earnings per share, return on capital employed, and peer-relative capital efficiency rankings. The pay-for-performance alignment check is satisfied because LBRT's 3-year total shareholder return of +106.9% outperforms the disclosed peer group median by +115.6 percentage points, meaning above-target incentive payouts in 2025 are justified by genuine outperformance. The prior-year advisory vote received over 98% support, the company has a meaningful clawback policy, no excessive perquisites or guaranteed bonuses exist, and the Compensation Committee used an independent consultant targeting the 50th percentile of a disclosed peer group.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific dollar amounts in the text provided, so the non-audit fee ratio trigger cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed in the extracted text, so no negative triggers are activated. Deloitte is a Big 4 firm fully appropriate for a $4.3 billion company, no material restatements are disclosed, and the default vote is FOR.
Actual Vote Results
8-K filed April 17, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Simon Ayat | 97.5% | 136.8M | 3.5M | ✓ Elected |
| Cary Steinbeck | 96.0% | 134.6M | 5.7M | ✓ Elected |
| Arjun Murti | 93.9% | 131.7M | 8.6M | ✓ Elected |
| Gale Norton | 90.8% | 127.3M | 12.9M | ✓ Elected |
Broker non-votes: 8.2M
Say on Pay
For 137.9M · Against 2.0M · Abstain 388,254
Auditor Ratification
For 147.8M · Against 235,327 · Abstain 354,655
Overall Assessment
Liberty Energy's 2026 annual meeting ballot contains three standard proposals: election of four Class I directors, an advisory vote on executive compensation, and ratification of Deloitte as auditor. All three proposals receive a FOR determination under the policy, supported by LBRT's exceptional 3-year total shareholder return of +106.9% that outperforms its disclosed peer group median by over 115 percentage points, a well-structured pay program with 86% variable compensation for the CEO, and no material governance concerns identified across the board slate.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing