DEF: Liberty Energy Details 2026 Annual Meeting Proposals

Sentiment:

Definitive Proxy Statement 5 March 2026 5:01 PM

Liberty Energy Inc. announces its 2026 Annual Meeting of Stockholders to be held virtually on April 14, 2026, to vote on director elections, executive compensation, and auditor ratification.

Better than expected2025 annual incentive payouts for Named Executive Officers averaged 137.8% of target, driven by strong performance in Adjusted Pre-Tax EPS ($1.18 vs. $0.70 target), Adjusted ROCE (8.7% vs. 5.3% target), and Comparative ROCE (ranked 3rd of 10 vs. 5th of 10 target).Performance-based RSUs granted in 2023 (for the 3-year period ending 2025) vested at 200% of target, reflecting a 3-year average Comparative ROCE ranking of 1st out of 10.Company TSR for 2025 ($189.17) outperformed the OSX Peer Group TSR ($181.74).

Summary

The 2026 Annual Meeting of Stockholders will be held virtually on Tuesday, April 14, 2026, at 9:00 a.m. Mountain Time.
Stockholders will vote on the election of four Class I directors, an advisory resolution to approve named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
The Board of Directors recommends voting in favor of all proposals.
Proxy materials, including the Annual Report on Form 10-K for the year ended December 31, 2025, were first made available on March 5, 2026.
The Record Date for stockholders entitled to vote at the Annual Meeting is February 18, 2026.
The Board is undergoing a declassification process, approved at the 2025 annual meeting, which will result in all directors being elected for one-year terms by the 2028 annual meeting.
Christopher A. Wright resigned as Chairman and CEO on February 3, 2025, to become the Secretary of Energy of the United States, leading to the appointment of William Kimble as non-executive Chairman and Ron Gusek as CEO.
Audrey Robertson resigned from the Board on August 26, 2025, and Alice Yake was appointed as a Class II director on October 16, 2025, to fill the vacancy.
The 2025 'Say on Pay' advisory vote received over 98% stockholder approval, indicating strong support for executive compensation practices.
Named Executive Officers' 2025 annual incentive payouts averaged 137.8% of target, driven by strong performance in Adjusted Pre-Tax EPS ($1.18), Adjusted ROCE (8.7%), and Comparative ROCE (ranked 3rd of 10).
Performance-based Restricted Stock Units (RSUs) granted in 2023, covering the three-year period ending 2025, vested at 200% of target due to the Company's 3-year average Comparative ROCE ranking 1st out of 10.
The CEO pay ratio for 2025 was 37 to 1, with CEO Ron Gusek's total compensation at $4,805,785 and the median employee's total compensation at $128,701.
Net Income for 2025 was $147,872 thousand, and Adjusted ROCE was 8.7%.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong proxy statement, highlighting robust financial performance, effective executive compensation alignment with shareholder value, and solid corporate governance, all contributing to a positive outlook.

Positives

Stockholders overwhelmingly approved the compensation of Named Executive Officers in the 2025 Say on Pay vote, with over 98% in favor, continuing a strong track record since the 2018 IPO.
The compensation program is designed with a significant portion of executive compensation at risk (approximately 86% for the CEO and 84% average for other NEOs), aligning interests with long-term stockholder value.
The Company demonstrated strong performance in 2025 annual incentive metrics, achieving payouts above target for Adjusted Pre-Tax EPS (144.4%), Adjusted ROCE (140.9%), and Comparative ROCE (154.8%).
Long-term incentive awards for the 2023-2025 performance period vested at 200% of target, reflecting the Company's 3-year average Comparative ROCE ranking 1st out of 10 against its peer group.
The Company's Total Shareholder Return (TSR) for 2025 ($189.17 for an initial $100 investment) outperformed the OSX Index Peer Group TSR ($181.74).
The Board exhibits diversity, with 50% of its members representing gender and ethnic diversity (two female and three ethnically diverse members).
The appointment of an independent non-executive Chairman (William Kimble) enhances independent oversight and allows the CEO to focus on business strategy.

Risks

The filing refers to 'Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, but does not detail specific risks within this document.

Future Outlook

The Company's Board is undergoing a declassification process, with all directors expected to be elected for one-year terms by the 2028 annual meeting. CEO Ron Gusek's total compensation is planned for incremental adjustment over a multiyear phase-in period to align with the 50th percentile of the Peer Group for a chief executive officer. The Company continues to emphasize long-term performance and alignment of executive compensation with shareholder interests.

Management Comments

"We believe this enhances accessibility to our Annual Meeting for all stockholders."
"We have designed the format of the virtual Annual Meeting to ensure that our stockholders of record who attend the Annual Meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting, while providing an online experience available to all of our stockholders regardless of location."
"It is important that your shares be represented at the Annual Meeting."
"Your prompt consideration is greatly appreciated. Your vote is important to us."
"We believe that regular dialogue with, and accountability to, our stockholders is critical to our success and value creation."

Industry Context

StockSavvy.ai notes that Liberty Energy's strong performance in Adjusted ROCE and Comparative ROCE, particularly ranking 1st in the 3-year average against its ROCE Peer Group, indicates effective capital deployment and operational efficiency within the competitive oilfield services sector. The outperformance of the OSX stock index in TSR further highlights its relative strength in a dynamic energy market. The company's commitment to virtual annual meetings aligns with broader industry trends towards digital engagement and accessibility.

Comparison to Industry Standards

Liberty Energy's 3-year average Comparative ROCE ranked 1st out of 10 against its ROCE Peer Group, which includes companies like Halliburton Company, Helmerich & Payne, Inc., Patterson-UTI Energy, Inc., RPC, Inc., ProPetro Holding Corp., Oil States International, Inc., and ProFrac Holding Corp., as well as the S&P 500 Index and OSX Index. This indicates superior capital deployment effectiveness compared to a broad set of industry peers and market benchmarks.
The Company's TSR of $189.17 (value of initial $100 investment) for 2025 exceeded the OSX Index TSR of $181.74, demonstrating strong shareholder returns relative to the broader oilfield services market.
The 2025 Say on Pay approval rate of over 98% is significantly higher than the average for S&P 500 companies, indicating strong shareholder confidence in executive compensation practices.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairman of the Board, Director, Chief Executive Officer	Christopher A. Wright		February 3, 2025	Resigned to become Secretary of Energy of the United States.
Non-Executive Chairman of the Board		William Kimble	February 3, 2025	Appointed following Mr. Wright's resignation.
Chief Executive Officer, Class II Director		Ron Gusek	February 3, 2025	Appointed following Mr. Wright's resignation, previously President.
Class I Director		Arjun Murti	January 22, 2025	Appointed to fill a newly created vacancy as the Board size increased from nine to ten directors.
Director	Audrey Robertson		August 26, 2025	Resigned to serve as Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy of the United States.
Class II Director		Alice Yake	October 16, 2025	Appointed to fill the vacancy resulting from Ms. Robertson's resignation.
Vice President of Finance		Ryan T. Gosney	January 2025	Promotion from Chief Accounting Officer, accounting for additional responsibilities.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Declassification	Stockholders approved the adoption of the Second Amended and Restated Certificate of Incorporation to remove the three separate classes of directors over a three-year phase-in period. Class I directors will serve one-year terms from 2026, Class I and II from 2027, and all directors from 2028.	2025 Annual Meeting	Enhances accountability and responsiveness of the Board to stockholders by moving to annual director elections.
Board Size Increase	The Board determined to increase its size from nine directors to ten directors.	January 22, 2025	Allowed for the appointment of Arjun Murti, potentially adding new expertise and perspectives to the Board.
Chairman Role Separation	The Board appointed an independent non-executive Chairman, William Kimble, following the resignation of the former Chairman and CEO, Christopher A. Wright.	February 3, 2025	Creates an appropriate balance between strong and consistent leadership and independent oversight, allowing the CEO to focus on business strategy.
Compensation Recovery Policy	The Compensation Recovery Policy provides for the recovery of incentive-based compensation paid to current and former executive officers in the event of a financial restatement, covering a three-year lookback period.		Enhances integrity and accountability in compensation practices and mitigates the risk of overpayment.
Anti-Hedging and Pledging Policy	The Insider Trading Policy prohibits directors, employees, and officers from hedging or pledging Company securities, with limited exceptions requiring Audit Committee approval.		Aligns the interests of insiders with long-term shareholder value by preventing speculative or risk-mitigating transactions on Company stock.
Stock Ownership Guidelines	Executive officers and compensated directors are expected to own shares with a value equal to a multiple of their base salary/retainer within five years. Non-compliance may require retaining 50% of net shares from equity awards.		Fosters equity ownership and aligns interests with stockholders, promoting long-term value creation.

Related Party Transactions

Tim Babcock, son of director Ken Babcock, received approximately $211,000 in gross compensation for his services as a director of operations for the year ended December 31, 2025.
The Company made charitable contributions of $0.9 million to the Bettering Human Lives Foundation in 2025 and received $0.6 million in other service revenue from the Foundation. Anne Hyre, sister-in-law of former CEO Mr. Wright, serves as the Foundation's executive director and received approximately $177,000 in compensation from the Company in 2025.
Veriten LLC, a firm where director Arjun Murti is a Partner, was retained by the Company for consulting services for approximately $250,000 in 2025 and again in 2026 for approximately $250,000.
The Company generated $5.8 million in revenue from completion services provided to Franklin Mountain Energy during 2025. Franklin Mountain Energy ceased to be a related party effective January 28, 2025, following its acquisition by an unaffiliated party.

Stakeholder Impact

Shareholders will directly participate in corporate governance by voting on director elections, executive compensation, and auditor ratification, benefiting from strong financial performance and aligned executive incentives.
Employees are impacted by the compensation program designed to attract and retain talent, including 401(k) matching contributions.
Company management's compensation is significantly tied to company performance, with clear guidelines for stock ownership and ethical conduct, promoting accountability.
The Company's commitment to effective capital deployment and operational excellence, as evidenced by strong ROCE, can lead to sustained business health, indirectly benefiting customers and suppliers through stable operations.

Next Steps

Stockholders are urged to vote on the election of directors, advisory executive compensation, and auditor ratification at the Annual Meeting on April 14, 2026.
The Board will consider and act on any director resignation offers resulting from a Majority Withheld Vote within 30 days of receiving the Nominating and Governance Committee's recommendation.
Voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.
Stockholders can elect to receive future proxy materials by email to reduce printing and mailing costs.
Mr. Gusek's total compensation will be incrementally adjusted over a planned multiyear phase-in period to align with peer group CEO compensation.
The Board declassification process will continue, with Class I and II directors to be elected for one-year terms at the 2027 annual meeting, and all directors for one-year terms at the 2028 annual meeting.

Key Dates

Date	Description
November 19, 2024	Disclosure of Christopher A. Wright's pending resignation as Chairman and Chief Executive Officer.
January 15, 2025	Modification date for Christopher A. Wright's accelerated RSU awards.
January 22, 2025	Board increased its size from nine to ten directors and appointed Arjun Murti as a Class I director. Grant date for RSU awards for Messrs. Stock, Elliott, and Gosney.
January 28, 2025	Franklin Mountain Energy ceased to be a related party following its acquisition by an unaffiliated party.
February 3, 2025	Christopher A. Wright resigned as Chairman and CEO; William Kimble appointed non-executive Chairman; Ron Gusek appointed CEO and Class II director. Effective date for accelerated vesting of Mr. Wright's RSUs. Grant date for Mr. Gusek's RSU awards.
August 26, 2025	Audrey Robertson resigned from the Board.
October 16, 2025	Alice Yake appointed as a Class II director to fill the vacancy resulting from Ms. Robertson's resignation.
December 20, 2025	Identification date for the median employee for CEO pay ratio calculation.
December 31, 2025	End of the fiscal year for which financial statements are audited and compensation is reported.
February 2, 2026	Deloitte completed the audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2025.
February 18, 2026	Record Date for stockholders entitled to notice of, and to vote at, the Annual Meeting.
March 2, 2026	Date as of which publicly filed data for Comparative ROCE ranking was available.
March 5, 2026	Approximate date on which the proxy statement, notice, proxy card, and Annual Report on Form 10-K for 2025 were first made available to stockholders.
March 31, 2026	Deadline for beneficial owners to register in advance to attend the Annual Meeting virtually after obtaining a legal proxy (5:00 p.m. Eastern Time).
April 1, 2026	Vesting date for RSUs granted on February 8, 2023, and the first tranche of RSUs granted on February 3, 2025, and January 22, 2025.
April 13, 2026	Deadline for telephone and Internet voting for stockholders of record (11:59 p.m. Eastern Time) and for mailed proxy cards to be received.
April 14, 2026	Date of the 2026 Annual Meeting of Stockholders.
November 5, 2026	Deadline for stockholder proposals to be included in the Company's proxy statement for its 2027 annual meeting of stockholders.
December 15, 2026	Earliest date for stockholder proposals (not for inclusion in proxy statement) for the 2027 annual meeting.
January 14, 2027	Latest date for stockholder proposals (not for inclusion in proxy statement) for the 2027 annual meeting.
April 1, 2027	Vesting date for the second tranche of RSUs granted on February 3, 2025, and January 22, 2025, and the first tranche of RSUs granted on January 22, 2024.
April 1, 2028	Vesting date for the third tranche of RSUs granted on February 3, 2025, and January 22, 2025, and the second tranche of RSUs granted on January 22, 2024.

Recommendation

hold

The filing is a standard proxy statement detailing corporate governance, executive compensation, and upcoming shareholder votes. While it highlights strong past performance metrics and robust governance, it does not contain new, forward-looking financial guidance or strategic announcements that would warrant a change in investment recommendation. The information reinforces a stable, well-managed company, suggesting a 'hold' for investors awaiting further operational or financial updates.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, SEC Filing, Liberty Energy, LBRT, Oilfield Services, Shareholder Vote, Financial Performance, ROCE, TSR, Deloitte, Board Declassification

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