LIBERTY ENERGY INC CLASS A (LBRT)

Sector: Energy

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2026 Annual Meeting Analysis

LIBERTY ENERGY INC CLASS A · Meeting: April 14, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

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

4 FOR
✓ FOR
Simon Ayat

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.

✓ FOR
Arjun Murti

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.

✓ FOR
Gale A. Norton

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.

✓ FOR
Cary D. Steinbeck

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

✓ FOR

CEO

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

✓ FOR

Auditor

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

View 8-K ↗

Director Elections

Nominee% FORVotes ForWithheld / AgainstResult
Simon Ayat
97.5%
136.8M3.5M✓ Elected
Cary Steinbeck
96.0%
134.6M5.7M✓ Elected
Arjun Murti
93.9%
131.7M8.6M✓ Elected
Gale Norton
90.8%
127.3M12.9M✓ Elected

Broker non-votes: 8.2M

Say on Pay

98.3%

For 137.9M · Against 2.0M · Abstain 388,254

✓ Passed

Auditor Ratification

99.6%

For 147.8M · Against 235,327 · Abstain 354,655

✓ Passed

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.

Filing date: March 5, 2026·Policy v1.2·medium confidence

Compensation Peer Group

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