DEF 14A of Liberty Energy Inc., Mar 6, 2025

DEF 14A of Liberty Energy Inc.

Filed Mar 6, 2025 · FY20240001839882-25-014204

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF THREE CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    PROPOSAL 1 — ELECTION OF THREE CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  2. Information about our Board

    Information about our Board Our Board currently consists of 10 directors. In accordance with the terms of our Charter and Bylaws, our Board is divided into three classes: Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each director elected to the Board will hold office until his or her successor has been elected and qualified or until the earlier of their death, resignation, disqualification or removal. The current members of the classes of our Board are divided as follows:

  3. Information about our Board

    | ♦ | Class III (term expires in 2025): Peter A. Dea, William F. Kimble, and James R. McDonald |

  4. Information about our Board

    | ♦ | Class I (term expires 2026): Simon Ayat, Arjun Murti, Gale A. Norton, and Cary D. Steinbeck |

  5. Information about our Board

    | ♦ | Class II (term expires in 2027): Ken Babcock, Ron Gusek, and Audrey Robertson |

  6. Information about our Board

    | ♦ | In Proposal 5 herein, the Company is recommending that stockholders approve a Charter amendment that would, if approved, begin a phased-in declassification of the Board starting at next year’s annual meeting of stockholders. |

  7. Information about our Board

    To be elected, director nominees must receive a plurality of the votes cast by the holders of the shares entitled to vote in the election of directors at the Annual Meeting. Nonetheless, pursuant to our Corporate Governance Guidelines, in an uncontested election, any director nominee who receives a greater number of “WITHHOLD” votes than votes “FOR” his or her election (a “Majority Withheld Vote”) is required to tender his or her resignation to the Chair of the Nominating and Governance Committee within seven days following certification of the stockholder vote. The Nominating and Governance Committee must recommend to the Board whether to accept the resignation offer within 60 days of receiving the offer of resignation. The Board is required to consider and act on the recommendation within 30 days following receipt of the recommendation. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the three director nominees named below, all of whom are presently directors of the Company. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy, unless the size of the Board is reduced. The proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. It is not expected that any nominee will be unable or will decline to serve as a director. Biographical information regarding each nominee is set forth below, as well as a summary of the experiences, qualifications, attributes or skills that caused the Board to determine that each nominee should serve as a director of the Company. Each nominee’s experience is evaluated in determining the overall composition of the Board.

  8. Recent Changes and Developments regarding our Board

    Recent Changes and Developments regarding our Board On November 16, 2024, then President-elect Donald J. Trump announced his appointment of Mr. Wright our then Chairman, Director and Chief Executive Officer to serve as the incoming Secretary of Energy of the United States, subject to ratification and confirmation by the United States Senate, which occurred on February 3, 2025. As a result, effective February 3, 2025, Mr. Wright resigned from his positions as Chairman, Director and Chief Executive Officer of the Company. In accordance with the Company’s succession plan, effective on February 3, 2025, the Board appointed William Kimble as the Company’s independent Chairman of the Board and Ron Gusek as the Company’s Chief Executive Officer and as a Class II director of the Board with an initial term expiring at the 2027 annual meeting of stockholders. On January 22, 2025 the Board determined to increase the size of the Board from nine directors to 10 directors and appointed Arjun Murti to fill the newly created vacancy. Mr. Murti was appointed as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders. On February 12, 2025, Ms. Robertson provided notice of her intention to resign from the Board, effective upon and subject to ratification and confirmation by the United States Senate as the incoming Assistant Secretary of Energy, Efficiency and Renewables, in the Department of Energy of the United States. Ms. Robertson will continue to serve as a member of the Board unless and until confirmed by the Senate.

  9. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  10. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | PETER A. DEA | | | | Age: 71 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | ● Exploration and Production ● Senior Management Experience (CEO/CFO) ● Mergers & Acquisitions ● ESG | ● HR/Compensation ● Investor Relations ● Corporate Governance |

  11. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    Mr. Dea has been the Executive Chairman of Confluence Resources LP (“Confluence”) since September 2016. Mr. Dea has served as the President and Chief Executive Officer of Cirque Resources LP (“Cirque”) since May 2007. Both Confluence and Cirque are private oil and gas companies. From November 2001 through August 2006, Mr. Dea was President and Chief Executive Officer and a director of Western Gas Resources, Inc. (“Western Gas”). Mr. Dea joined Barrett Resources Corporation (“Barrett”) in November 1993 and served as Chief Executive Officer and director from November 1999 and as Chairman from February 2000 through August 2001. Western Gas and Barrett were public oil and gas companies. Prior to that, Mr. Dea served in several geologic positions with Exxon Company, U.S.A. Mr. Dea currently serves as the Chairman of the Board of Ovintiv Inc. and has served as a director of Antero Midstream Corporation since the closing of its simplification transaction in March 2019. Prior to the simplification, Mr. Dea served as a director of the general partner of Antero Midstream GP LP beginning in April 2018. Mr. Dea has a Bachelor of Arts in Geology from Western State Colorado University and a Masters of Science in Geology from the University of Montana. Mr. Dea also attended the Harvard Business School, Advanced Management Program. We believe that Mr. Dea’s extensive oil and gas exploration and production experience and involvement in state and national energy policies qualify him for service on our Board.

  12. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | WILLIAM F. KIMBLE | | | | Age: 65 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | ● Public Accounting ● Mergers & Acquisitions ● Legal/Regulatory | ● Corporate Governance ● Risk Management ● Technology/Cybersecurity |

  13. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    Mr. Kimble has served on our Board since the initial public offering of our Common Stock (the “IPO”) and as non-executive Chairman of the Board since February 2025. He held the position of Lead Director from October 2018 until his appointment as non-executive Chairman. From 2009 until his retirement in 2015, Mr. Kimble served as the Office Managing Partner for the Atlanta office and Managing Partner - Southeastern United States at KPMG LLP (“KPMG”), one of the largest audit, tax and advisory services firms in the world. Mr. Kimble was also responsible for moderating KPMG’s Audit Committee Institute and Audit Committee Chair Sessions. Until his retirement, Mr. Kimble had been with KPMG or its predecessor firm since 1986. During his tenure with KPMG, Mr. Kimble also held numerous senior leadership positions, including Global Chairman of Industrial Markets. Mr. Kimble served as KPMG’s Energy Sector Leader for 10 years and was the executive director of KPMG’s Global Energy Institute. Mr. Kimble serves on the board of directors and is the chair of the audit committee of Northern Oil and Gas, Inc. Mr. Kimble also served on the board of directors, the special committee, and was chair of the audit committee of DCP Midstream, LP from June 2015 until October 2023. Mr. Kimble has a Bachelor of Accounting and Business Administration from Southern Methodist University. We believe that Mr. Kimble’s extensive accounting background and his experience as a director of public companies qualify him for service on our Board.

  14. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | JAMES R. MCDONALD | | | | Age: 46 | Key Areas of Experience | | | Director Since: 2020 INDEPENDENT | ● Technology/Cybersecurity ● Oilfield Services | ● Marketing/Sales ● Investor Relations |

  15. NOMINEES FOR ELECTION AS CLASS III DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    Mr. McDonald has been Senior Vice President of Investor Relations for Schlumberger (“SLB”), an international oilfield services and technology company, since April 2023. Previously, he served as President Americas Land of SLB, overseeing onshore operations in North and South America, from June 2020 to April 2023. Previously, he served as President of Well Services running SLB’s global stimulation, coiled tubing intervention, cementing and offshore vessel operations. In addition, Mr. McDonald held multiple leadership roles in line management, operations, quality and safety, and business development at SLB over the past 21 years. His assignments spanned North and South America, North Africa and the Middle East in both land and offshore environments that included unconventional and deep water. Mr. McDonald graduated from the Massachusetts Institute of Technology with a degree in chemical engineering. He is actively engaged within the energy industry and community, and currently serves on the Board of Directors of Permian Strategic Partnership, the Energy Workforce and Technology Council, and he is on the Upstream and Service Supply and Technology Committees of the American Petroleum Institute. Mr. McDonald was initially nominated to serve on our Board by SLB pursuant to a stockholders agreement that is no longer in effect. We believe Mr. McDonald’s extensive experience in the oilfield services industry qualifies him for service on our Board.

  16. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE

  17. DIRECTORS CONTINUING IN OFFICE

    | SIMON AYAT | | | | Age: 70 | Key Areas of Experience | | | Director Since: 2020 INDEPENDENT | ● Corporate Finance/Capital Markets ● Senior Management Experience (CEO/CFO) ● Oilfield Services ● Mergers & Acquisitions ● Legal/Regulatory | ● Corporate Governance ● ESG ● HR/Compensation ● Investor Relations ● Risk Management |

  18. DIRECTORS CONTINUING IN OFFICE

    Mr. Ayat served as Senior Strategic Advisor to the Chief Executive Officer for SLB from January 2020 until January 2022. From March 2007 until January 2020, he served as the Executive Vice President and Chief Financial Officer of SLB. Mr. Ayat has held several financial and operational positions in SLB, where he commenced his career in 1982. He was based in Paris, Houston and Dallas, as well as in the Middle East and Far East regions, serving as group treasurer, controller, Geomarket manager for Indonesia and drilling regional vice president for Asia Pacific. Mr. Ayat is also a member of the board of directors and audit committee of Tenaris S.A., a manufacturer of pipes and related services for energy and industrial applications. He is a French and Lebanese citizen. Mr. Ayat was initially nominated to serve on our Board by SLB pursuant to a stockholders agreement that is no longer in effect. We believe Mr. Ayat’s extensive experience in the oilfield services industry and as the Chief Financial Officer of a publicly traded oilfield services company with international operations qualifies him for service on our Board.

  19. DIRECTORS CONTINUING IN OFFICE

    | ARJUN MURTI | | | | Age: 55 | Key Areas of Experience | | | Director Since: 2025 INDEPENDENT | ● Exploration and Production ● Corporate Finance/Capital Markets | ● Mergers & Acquisitions ● Oilfield Services |

  20. DIRECTORS CONTINUING IN OFFICE

    Mr. Murti is currently a Partner at Veriten LLC, a private research, investment and strategy firm (“Veriten”), and a Senior Advisor at Warburg Pincus, a private equity firm. He previously was a Partner at Goldman Sachs (“GS”) from 2006 to 2014. Prior to becoming Partner at GS, he served as Managing Director from 2003 to 2006 and as Vice President from 1999 to 2003. During his time at GS, Mr. Murti worked as a sell-side equity research analyst covering the energy sector and was co-director of equity research for the Americas from 2012 to 2014. Previously, Mr. Murti held equity analyst positions at JP Morgan Investment Management from 1995 to 1999 and at Petrie Parkman from 1992 to 1995. Mr. Murti has been a member of the board of directors of ConocoPhillips since 2015 and serves on its audit and finance committee as chair, executive committee, and human resources and compensation committee. He also serves on the advisory boards of ClearPath and the Center on Global Energy Policy at Columbia University. Mr. Murti has a Bachelor of Science and Arts in Finance from the University of Denver. We believe that Mr. Murti’s extensive experience in the areas of finance, capital markets, and energy policy qualify him for service on our Board.

  21. DIRECTORS CONTINUING IN OFFICE

    | GALE A. NORTON | | | | Age: 70 | Key Areas of Experience | | | Director Since: 2019 INDEPENDENT | ● Legal/Regulatory ● Corporate Governance | ● ESG |

  22. DIRECTORS CONTINUING IN OFFICE

    Ms. Norton has been the President of Norton Regulatory Strategies, a consulting firm, since 2011. From 2007 to 2010, she served as General Counsel, Unconventional Oil, of Royal Dutch Shell, an international oil and natural gas company (“Shell”). Prior to joining Shell, Ms. Norton served as the Secretary of the Interior of the United States under President George W. Bush from 2001 until 2006 and as the Attorney General of the State of Colorado from 1991 until 1999. Ms. Norton is a director of American Transmission Company, a private company in the electric utility industry and she has been a Governance Fellow of the National Association of Corporate Directors. Ms. Norton holds Bachelor of Arts and Juris Doctorate degrees from the University of Denver. We believe that Ms. Norton’s experience as Attorney General of the State of Colorado and Secretary of the Interior of the United States qualifies her for service on our Board.

  23. DIRECTORS CONTINUING IN OFFICE

    | CARY D. STEINBECK | | | | Age: 53 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | ● Exploration and Production ● Mergers & Acquisitions | ● Corporate Finance/Capital Markets |

  24. DIRECTORS CONTINUING IN OFFICE

    Mr. Steinbeck has been a Managing Director at Shea Ventures, an investment firm, since October 2014. From 2007 to 2014, he served as a Managing Director at Oakmont Corporation, an investment firm. Mr. Steinbeck is a member of the board of directors of Liberty Resources LLC and served on the board of directors of Accretion Acquisition Corp. from October 2021 to December 2023. Mr. Steinbeck is a Chartered Financial Analyst® charterholder and has a Bachelor of Arts in Economics from the University of California, Santa Barbara, and a Master of Business Administration from the University of Southern California. We believe that Mr. Steinbeck’s experience in the private equity industry, energy sector investing experience, extensive board participation and understanding of financial markets provide valuable insights for our Company and qualify him for service on our Board.

  25. DIRECTORS CONTINUING IN OFFICE

    | KEN BABCOCK | | | | Age: 68 | Key Areas of Experience | | | Director Since: 2018 INDEPENDENT | ● Technology/Cybersecurity ● Senior Management Experience (CEO/CFO) ● Oilfield Services | ● Mergers & Acquisitions ● Marketing/Sales ● HR/Compensation |

  26. DIRECTORS CONTINUING IN OFFICE

    Mr. Babcock is currently the Chief Executive Officer of Abaco Energy Technologies LLC (“Abaco”), a private Houston-based portfolio company of Riverstone Holdings LLC, an energy-focused private equity firm (“Riverstone”), that was formed in 2013 to focus on opportunities in manufacturing and services related to North American drilling, completion, and production, and associated infrastructure. Prior to joining Abaco, Mr. Babcock was the President and Chief Executive Officer of Titan Specialties, Ltd. (“Titan”) from 2008 until its sale to Hunting PLC in September 2011. Following the sale, Mr. Babcock remained at Titan until June 2012. Prior to joining Titan, from 2005 until 2008, Mr. Babcock served as President and Chief Executive Officer of International Logging, Inc. (“ILI”) where he took a narrowly-focused mud logging company of over 300 employees to a diverse well site services organization of over 1,800 employees spread over 60 countries in a little over two years. Prior to joining ILI, Mr. Babcock was Director of Strategic Sales at Baker Hughes INTEQ and Vice President of Business Development at Noble Technology Services. Mr. Babcock began his career with EXLOG in 1980. Mr. Babcock has a Bachelor of Science in Geology from Florida State University. We believe that Mr. Babcock’s strong business leadership experience qualifies him for service on our Board.

  27. DIRECTORS CONTINUING IN OFFICE

    | RON GUSEK | | | | Age: 53 | Key Areas of Experience | | | Director Since: 2025 | ● Exploration and Production ● Technology/Cybersecurity ● Senior Management Experience (CEO/CFO) ● Oilfield Services | ● ESG ● Marketing/Sales ● HR/Compensation ● Investor Relations |

  28. DIRECTORS CONTINUING IN OFFICE

    Mr. Gusek has served as the Company’s Chief Executive Officer since February 2025 and has been President since 2016. He served as the Company’s Vice President of Technology and Development of the Company’s predecessor from 2014 until his promotion to President in 2016. From 2011 to 2014, Mr. Gusek served as Vice President, Corporate Engineering and Technology of Sanjel Corporation, a global energy service company. Prior to joining Sanjel Corporation, from 2009 to 2011, Mr. Gusek was Director of Engineering for Zodiac Exploration, an oil and natural gas exploration and production company working in the central San Joaquin valley in California. From 2003 to 2008, Mr. Gusek was the Canadian Regional Manager of Pinnacle Technologies. Mr. Gusek has a Bachelor of Science in Mechanical Engineering from the University of Alberta. We believe that Mr. Gusek’s experience leading our growth during his tenure as our President, and now Chief Executive Officer, and his extensive experience in the hydraulic fracturing services industry, including technical expertise, qualifies him for service on our Board.

  29. DIRECTORS CONTINUING IN OFFICE

    | AUDREY ROBERTSON | | | | Age: 44 | Key Areas of Experience | | | Director Since: 2021 | ● Exploration and Production ● Corporate Finance/Capital Markets ● Senior Management Experience (CEO/CFO) | ● Public Accounting ● Mergers & Acquisitions ● Investor Relations ● Risk Management |

  30. DIRECTORS CONTINUING IN OFFICE

    Ms. Robertson is a co-founder of Franklin Mountain Energy, LLC, a private oil and gas company operating in the Permian Basin, and served as its Executive Vice President of Finance from January 2023 until the sale of the company in January 2025. She served as Chief Financial Officer from September 2018 to January 2023. She also served as a co-founder and Managing Partner of Copper Trail Partners, LLC, a private equity platform based in Denver from November 2017 until December 2021. From 2005 to 2016, she served as a Partner and Senior Managing Director at Kayne Anderson Capital Advisors. Prior to that time, she was an investment banker with Goldman Sachs & Co. Ms. Robertson was a Director of Bonanza Creek Energy, LLC and served on both the audit and compensation committees from January 2020 until November 2021 and served on the board of directors of Extraction Oil and Gas, LLC from September 2019 to January 2021 where she served on the audit committee and chaired the special committee on restructuring. She is the current Vice Chair and a member of the Board of Directors of the New Mexico Oil and Gas Association and serves on the Finance and Governance sub-committees. She has served on the boards of several private companies and not-for-profit organizations. She holds a Bachelor of Science degree in Applied Economics and Management from Cornell University and a Master of Accounting degree from the University of Southern California. We believe that Ms. Robertson’s significant experience in the oil and gas exploration and production industry and accounting credentials qualify her for service on our Board.

  31. 2024 Compensation Overview

    | ● | Annual Incentive Awards: The bonus target criteria for annual incentive awards was the same used in 2023 based on the achievement of specific Company performance objectives. |

  32. 2024 Compensation Overview

    | ● | Long-Term Incentive Compensation: The long-term incentive compensation included both time-based awards, vesting ratably over a three-year period, and performance-based awards, with three-year cliff vesting. |

  33. Compensation Best Practices

    | | What We Do | | What We Don’t Do | | ✓ | Determine annual incentive compensation with the majority of the potential payment based upon the achievement of pre-established performance goals | × | No excise tax gross ups | | | | × | No single-trigger severance | | | | × | No excessive perquisites | | ✓ | Generally target the market median for total compensation | × | No short-term or speculative trading of Company stock | | ✓ | Use an independent compensation consultant | × | No re-pricing of incentive awards | | ✓ | Hold regular executive sessions of the Compensation Committee without management present | × | No supplemental retirement plans No guaranteed bonuses or uncapped incentives | | ✓ | Compensation Committee comprised solely of independent directors | × | No payment of dividends on unvested stock awards | | ✓ | Base a portion of the long-term incentives upon our performance relative to peers | × | Ban on hedging and pledging | | ✓ | Apply Stock Ownership Guidelines for executive officers and most Board members | | | | ✓ | Manage incentive compensation overpayment risk through compensation recovery/clawback policy | | | | ✓ | “Double trigger” LTI vesting upon a change of control | | | | ✓ | Significant portion of total target compensation for NEOs is performance-based or at risk | | |

  34. Process for Setting Compensation and Role of Compensation Consultant

    Process for Setting Compensation and Role of Compensation Consultant At the beginning of each year, the Compensation Committee engages an independent executive compensation consulting firm in order to provide independent and objective market compensation data, conduct compensation analysis, recommend plan design changes and advise on compensation related risks. The Compensation Consultant (as defined below) acts solely on behalf of the Compensation Committee and not on behalf of the Company’s management team. During 2024, the Compensation Committee engaged NFP and CBIZ Inc. as compensation consultants, with CBIZ replacing NFP in April 2024 (the “Compensation Consultant”). The Compensation Consultant compiles compensation surveys for review by the Compensation Committee and management. After review of the Compensation Consultant’s surveys, management provides recommendations of compensation for our Named Executive Officers to the Compensation Committee. Such recommendations are generally based upon the guidance of the Compensation Consultant and the performance of our management as a team. The Compensation Committee then reviews management’s recommendation with the ability to ask questions of both management and the Compensation Consultant and may conduct an executive session as needed to discuss compensation. The Compensation Committee has the final authority to make all decisions regarding recurring and other compensation decisions without separate Board approval. The Compensation Consultant also assists the Compensation Committee with the determination of our Peer Group, as defined and described below, and design of our annual incentive program and long-term incentive awards. Using the independence factors established by the SEC and the NYSE, the Compensation Committee determined that the Compensation Consultant’s work did not raise any conflicts of interest, and they are considered an independent consulting firm.

  35. Competitive Market Position and Peer Group

    Competitive Market Position and Peer Group To further emphasize the alignment between Company performance and executive pay and to ensure compensation is competitive, for 2024 the Compensation Committee generally targeted the 50th percentile for total compensation (base salary and short-term and long-term incentives) for the named executive officers as a group, as reflected by various sources of compensation data (collectively, “Market Data”). The Market Data provided to the Compensation Committee by the Compensation Consultant includes compensation information from our Peer Group as well as other broad-based compensation survey sources selected by the Compensation Consultant. Although the Compensation Committee used the Market Data to inform its decisions regarding the form and amount of compensation provided to our Named Executive Officers in 2024, the Compensation Committee also considered other factors such that the compensation provided to our Named Executive Officers is not exclusively reflective of the Market Data. For purposes of setting 2024 compensation, the peer group companies (our “Peer Group”) used by the Compensation Consultant and the Compensation Committee included the following companies:

  36. Competitive Market Position and Peer Group

    | NOV Inc. | Flowserve Corporation | | Weatherford International plc | Gates Industrial Corporation plc | | ChampionX Corporation | Oceaneering International, Inc. | | Valaris Limited | Helmerich & Payne, Inc. | | Patterson-UTI Energy, Inc. | Cactus, Inc. |

  37. Competitive Market Position and Peer Group

    Our Peer Group was selected based on companies that broadly represent related drilling, oilfield services and manufacturing businesses and are of reasonably comparable size to the Company based on revenue, market capitalization and other financial metrics. While some of these companies have different revenues or market capitalizations, these companies represent the market in which we most directly compete for qualified professionals. As a whole, our Peer Group reflects companies with related operations, of reasonably similar size, and with which we compete for talent. Our Peer Group consists of the same companies that comprised our 2023 compensation peer group with the exception of NexTier Oilfield Solutions Inc., which ceased to exist following its merger into Patterson-UTI Energy, Inc. in the second half of 2023.

  38. Objectives of Compensation

    | * performance-based annual incentive payments under the Company’s Amended and Restated Long-Term Incentive Plan (”LTIP”), which in 2024 were based upon the Company’s adjusted pre-tax earnings per share (“Adjusted Pre-Tax EPS”), return on capital employed (“Adjusted ROCE”), the Company’s Adjusted ROCE as compared to the Adjusted ROCE of a peer group of companies (such comparison, “Comparative ROCE”), and personal performance; |

  39. Objectives of Compensation

    | * long-term equity awards under our LTIP, consisting of both time-based and performance-based restricted stock units; and |

  40. Base Salary

    Base Salary Each Named Executive Officer’s base salary is a fixed component of compensation for performing specific job duties and functions. In January 2024, the Compensation Committee approved a 5% raise to Named Executive Officer base salaries effective February 2024 to more closely align with the 50th percentile of the Peer Group since current salaries had fallen below the 25th percentile of the Peer Group. Specifically, the annualized base salaries for each Named Executive Officer are as follows for 2024:

  41. Annual Incentive Award

    Annual Incentive Award In 2024, based on the analysis provided by the Compensation Consultant and the recommendation of the Compensation Committee, the Board established performance metrics and hurdles for our 2024 annual incentive awards that are focused on the results of adjusted Pre-Tax EPS, Adjusted ROCE and Comparative ROCE. The Compensation Consultant recommended, and the Compensation Committee approved, maintaining an element of discretion in the annual incentive for our Named Executive Officers in order to provide the Compensation Committee the flexibility to respond to specific events that are relevant to each Named Executive Officer’s performance during the year. No payout percentage would be earned for a metric if the actual Company performance of that metric was below the threshold level set for that metric below. Payouts for performance between threshold, target and maximum would have been calculated using straight line interpolation. The overall payout amount for each Named Executive Officer is capped at 200% of each Named Executive Officer’s target incentive award. The performance metrics, their related thresholds and weightings and actual performance for the year ended December 31, 2024 are set forth in the table below:

  42. Annual Incentive Award

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | Earned Payout Percentage of Annual Incentive Award | | Adjusted Pre-Tax EPS(1) | 25% | $1.05 | $3.23 | $5.42 | $2.40 | 80.9% | | Adjusted ROCE(2) | 25% | 9% | 27% | 42% | 19.6% | 79.6% | | Comparative ROCE(3) | 30% | See Comparative ROCE Chart below | | | 1 of 10(4) | 200% | | Discretionary | 20% | N/A | N/A | N/A | 20% | 100% |

  43. Annual Incentive Award

    | (1) Adjusted Pre-Tax EPS is equal to the Company’s 2024 adjusted pre-tax income (adding back income tax and certain adjustments that include tax receivable agreement impacts, when applicable), divided by diluted weighted average shares outstanding for 2024. |

  44. Annual Incentive Award

    | (2) Adjusted ROCE is equal to the Company’s 2024 adjusted pre-tax net income (adding back income tax and tax receivable agreement impacts, when applicable) divided by the simple average of capital (debt and equity) employed at December 31, 2024 and 2023. |

  45. Annual Incentive Award

    | (3) Comparative ROCE is determined by comparing the Company’s Adjusted ROCE and ranking it against the Adjusted ROCE of the 2024 peer group, as further detailed below. |

  46. Annual Incentive Award

    | (4) Based on publicly filed data as of February 28, 2025. |

  47. Annual Incentive Award

    In the view of the Compensation Committee, the Company faced softening market conditions in 2024 better than its peers as evidenced by the Company’s financial execution and approved a target payout of 20% on the 2024 discretionary incentive opportunity for all Named Executive Officers. The same rate of payout on the discretionary portion was awarded for each executive officer to recognize the collaborative team effort utilized to obtain these results. The target incentive for each Named Executive Officer and the 2024 annual incentive payout for each Named Executive Officer is set forth below. Target incentive levels were increased in 2024 from 7-10%, depending on the officer, in order to better align targeted total cash compensation with the 50th percentile of the Peer Group.

  48. Annual Incentive Award

    | Name | Target Annual Incentive (% of Base Salary) | Target Annual Incentive ($) | Performance Achievement Level (% of Target) | Actual 2024 Annual Incentive Payout | | Christopher A. Wright | 158.5% | $1,070,000 | 120.1% | $1,284,803 | | Michael Stock | 138.3% | $621,000 | 120.1% | $745,666 | | Ron Gusek | 135.6% | $674,000 | 120.1% | $809,306 | | R. Sean Elliott | 109.3% | $482,000 | 120.1% | $578,762 | | Ryan T. Gosney | 116.3% | $385,000 | 120.1% | $462,289 |

  49. Annual Incentive Award

    Comparative ROCE is determined by comparing and ranking the Adjusted ROCE (as defined below) of the Company against the Adjusted ROCE of peer companies (such peer group, the “ROCE Peer Group”). Our Adjusted ROCE and the Adjusted ROCE of each member of the ROCE Peer Group is calculated for a calendar year and then ranked in order of highest to lowest, with the highest Adjusted ROCE being ranked 1 of 10, and the lowest Adjusted ROCE ranked 10 of 10. The amount of the target award paid for this metric is then based on our numerical ranking against the ROCE Peer Group as follows, with the use of linear interpolation to determine the exact amount of payout (the “ROCE Ranking Matrix”):

  50. Annual Incentive Award

    | Comparative ROCE | | | Ranking of Company Adjusted ROCE against ROCE Peer Group | Payout Percentage of Target Award | | 1 of 10 | 200% | | 2 of 10 | 175% | | 3 of 10 | 150% | | 4 of 10 | 125% | | 5 of 10 | 100% | | 6 of 10 | 75% | | 7 of 10 | 50% | | 8 of 10 | 0% | | 9 of 10 | 0% | | 10 of 10 | 0% |

  51. Annual Incentive Award

    The ROCE Peer Group is reviewed and set each year, provided that the Compensation Committee reserves the right to revise the ROCE Peer Group throughout the year, which may include adjustments to eliminate the effects of extraordinary or non-recurring items. While some companies in the ROCE Peer Group may overlap with companies in Peer Group, the focus of the ROCE Peer Group is to provide a metric by which the effectiveness of capital deployment can be measured. Accordingly, the ROCE Peer Group focuses more particularly on other companies that have capital needs that are similar to those of the Company. The Peer Group tends to focus and include companies based on the relative size of the peers based on metrics such as revenue and market capitalization. The ROCE Peer Group also utilizes the S&P 500 to provide a broader measure of the effectiveness of deployment of capital across various industries. Similar to the rationale for using the S&P 500, the Committee believes that that the OSX index also provides a broad measure of the effectiveness of the deployment of capital across the oilfield services industry. The 2024 ROCE Peer Group is unchanged from 2023 and consists of the following companies and indices:

  52. Annual Incentive Award

    | S&P 500 Index | Halliburton Company | | OSX Index | Oil States International, Inc. | | ProPetro Holding Corp. | Helmerich & Payne, Inc. | | Patterson-UTI Energy, Inc. | RPC, Inc. | | Nine Energy Service, Inc. | |

  53. Annual Incentive Award

    Our Company Adjusted ROCE for 2024 was 19.6%, which ranked 1 of 10 against the ROCE Peer Group for 2024 based on publicly filed data as of February 28, 2025, resulting in a weighted payout percentage for the Comparative ROCE component of the annual incentive award equal to 200.0%.

  54. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We maintain the LTIP in order to incentivize individuals providing services to us or our affiliates. In 2024, following recommendations by the Compensation Consultant and our Compensation Committee, our Board granted both time-based and performance-based restricted stock units (“RSUs”), each which represent the right to receive shares of our Class A Common Stock following the applicable vesting period. The Compensation Committee has considered the use of other forms of equity awards, including restricted stock and stock options, and ultimately determined to use RSUs given that they have a less dilutive effect than stock options and do not require the issuance of actual shares of Class A Common Stock unless and until vesting conditions are met. For 2024, the grant date value of RSUs for the Named Executive Officers as a group was initially set at approximately the 50th percentile based on market data. The Compensation Committee and our Board determined that a combination of time-based and a performance-based vesting approach was appropriate given the Company’s desire to provide our Named Executive Officers with a long-term retention-focused award that also aligns the interests of our Named Executive Officers with those of our stockholders while at the same time furthering the Company’s pay-for-performance philosophy. For 2024, one-half of the RSUs awarded to Messrs. Wright, Stock and Gusek vest ratably over a three-year period, and one-half vests at the end of a three-year performance period based on the Company’s performance against a ROCE Peer Group. Messrs. Elliott and Gosney received RSU awards with similar time and performance-based vesting conditions for 2024, except that 67% of these awards were time-based, and 33% were performance-based. Performance-based RSUs provide the Named Executive Officer the right to receive an amount ranging from 0% to 200% of the target performance-based RSUs granted based on the Company’s Comparative ROCE performance during the three-year performance period, subject to the continued employment of the Named Executive Officer. For the years prior to 2024, Comparative ROCE is based on Adjusted ROCE, which is equal to income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, plus interest expense and stock-based compensation expense for the year divided by the simple average of capital (debt and equity) employed at the beginning and end of each year presented. Beginning in 2024, the Adjusted ROCE calculation was changed to be equal to adjusted pre-tax net income (adding back income tax and tax receivable agreement impacts, when applicable) for the year divided by the simple average of capital (debt and equity) employed at the beginning and end of such year. After the end of the three-year performance period, the Adjusted ROCE calculations of the Company and each entity in the ROCE Peer Group will be computed for each year and then averaged for the entire three-year period. The entities in the ROCE Peer Group will be arranged (highest to lowest) by their averaged Adjusted ROCE, excluding the Company. The Company’s percentile rank will be interpolated between the entity with the next highest average Adjusted ROCE and the entity with the next lowest average Adjusted ROCE. The Company’s percentile rank will then be used to determine the payout percentage of the target performance-based RSU by using the ROCE Ranking Matrix set forth above. The chart below shows the Company’s Comparative ROCE rank for 2022, 2023, and 2024, resulting in an award payout of 200% of target for the performance-based RSUs that were awarded to Named Executive Officers in January 2022 and vest on April 1, 2025:

  55. Long-Term Incentive Compensation

    | Year | Company Adjusted ROCE Percentage | Ranking of Company Adjusted ROCE against ROCE Peer Group | | 2022 | 34.0% | 3 of 10 | | 2023 | 42.9% | 1 of 10 | | 2024 | 22.7% | 1 of 10 | | 3-year average | 33.2% | 1 of 10 |

  56. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has entered into a change in control agreement with each of Mr. Elliott and Mr. Gosney (the “Change in Control Agreements”). No such change of control agreements have been entered into with the Company’s other Named Executive Officers, as the value of the vested equity interests in the Company that such officers acquired prior to the time of the IPO would likely provide adequate benefits in the event of a change in control transaction. Each Change in Control Agreement provides severance benefits in the event the executive officer’s employment is terminated without cause or the executive officer resigns for good reason within 18 months following a change in control, as described in more detail below under “Potential Payments Upon Termination or Change in Control—Change in Control Agreements.” The benefits provided to the executive officer in the Change in Control Agreements were primarily based on the recommendation of the Compensation Consultant and Peer Group median data provided at the time the Change in Control Agreements were executed. We have not entered into any other employment, severance or change in control agreements with any of our Named Executive Officers.

  57. Other Compensation Policies

    Other Compensation Policies Anti-Hedging and Pledging Policy. Our Insider Trading Policy (the “Insider Trading Policy”) generally prohibits our directors, employees and officers from hedging and pledging of Company securities by providing that hedging or monetization transactions, whether direct or indirect, involving the Company’s securities and the pledging of Company securities as collateral are prohibited. Short term exceptions to this prohibition (such as temporary margin loans) may be granted depending on specific facts and circumstances. Any exceptions to the Insider Trading Policy for our directors and officers must be granted by our Audit Committee and will be periodically communicated to the Board. The Insider Trading Policy also prohibits transactions involving Company-based derivative securities. While the Company is not subject to the Insider Trading Policy, the Company does not trade in its securities when it is in possession of material nonpublic information except as may be pursuant to an appropriately adopted Rule 10b5-1 trading plan. Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information. The Company does not currently grant stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. If in the future the Company determines to grant options, stock appreciation rights, or similar option-like instruments, the Company intends to establish policies or practices regarding the timing of such awards in relation to the disclosure of material non-public information, and the Board will evaluate the appropriate steps to take in relation to the foregoing. Stock Ownership Guidelines. We have implemented stock ownership guidelines for our executive officers and our directors who receive compensation from us for Board service to foster equity ownership and align interests with our stockholders. Within five years of the later of (a) the date of becoming an executive officer and (b) October 18, 2022, our Chief Executive Officer is expected to own a number of shares with a value equal to six times of his base salary and all other executive officers are expected to own a number of shares with a value equal to two times their base salary. Similarly, within five years of the later of (a) the date a compensated director commences service with the Company in such position and (b) October 18, 2022, our compensated directors are expected to own a number of shares with a value equal to five times their annual Board cash retainer. Shares that are owned directly, indirectly (such as through a 401(k) plan or family trust) and shares issuable upon settlement of restricted stock units (including the target number of shares to be issued under performance-based units) count towards meeting these ownership requirements. In the event that an executive officer or compensated director fails to comply with these ownership guidelines following the end of the applicable transition period and subject to certain exceptions, they are expected to retain not less than 50% of the number of shares issued to him or her under our LTIP or similar future equity compensation plans, net of the number of shares applied to the payment of taxes on such awards. Each of our executive officers and compensated directors was within the transition period provided for in the stock ownership guidelines as of the Record Date; however as of the Record Date all of our executive officers and directors, with the exception of Mr. Murti who was recently appointed to the Board in January 2025, were in compliance with these guidelines even without the benefit of the transition period.

  58. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our Principal Executive Officer (“PEO”), Principal Financial Officer, and other Named Executive Officers for the fiscal years ended December 31, 2024, 2023, 2022.

  59. Summary Compensation Table

    | Name & Principal Position | Year | Salary(7) ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(3) | Total ($) | | Christopher A. Wright Chairman of the Board & Chief Executive Officer(4) | 2024 | 696,039 | 214,000 | 3,832,639 | 1,070,803 | 23,008 | 5,836,488 | | | 2023 | 638,231 | 300,000 | 3,590,569 | 1,078,500 | 20,800 | 5,628,100 | | | 2022 | 612,000 | 360,000 | 3,406,258 | 1,350,927 | 18,300 | 5,747,485 | | Michael Stock Chief Financial Officer & Treasurer | 2024 | 463,038 | 124,200 | 1,718,213 | 621,466 | 22,486 | 2,949,403 | | | 2023 | 424,923 | 174,000 | 1,609,575 | 625,530 | 20,800 | 2,854,828 | | | 2022 | 408,000 | 200,000 | 1,526,949 | 750,515 | 18,300 | 2,903,764 | | Ron Gusek President(5) | 2024 | 512,423 | 134,800 | 1,718,213 | 674,506 | 22,597 | 3,062,538 | | | 2023 | 469,462 | 189,000 | 1,609,575 | 679,455 | 20,800 | 2,968,292 | | | 2022 | 443,538 | 220,000 | 1,526,949 | 825,567 | 18,300 | 3,034,354 | | R. Sean Elliott Chief Legal Officer & Corporate Secretary | 2024 | 454,731 | 96,400 | 1,063,656 | 482,362 | 22,468 | 2,119,616 | | | 2023 | 416,923 | 135,000 | 996,456 | 485,325 | 20,800 | 2,054,504 | | | 2022 | 394,954 | 150,000 | 945,531 | 562,886 | 18,300 | 2,071,671 | | Ryan T. Gosney Chief Accounting Officer(6) | 2024 | 341,269 | 77,000 | 689,492 | 385,289 | 22,214 | 1,515,264 | | | 2023 | 312,692 | 105,000 | 619,062 | 377,475 | 20,800 | 1,435,029 | | | 2022 | 296,215 | 120,000 | 587,291 | 450,309 | 5,891 | 1,459,706 |

  60. Summary Compensation Table

    | (1) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the portion of the annual incentive payouts related to achievement of the Company-wide performance metrics. The portion of the annual incentive payouts related to the discretionary component are reported in the “Bonus” column. |

  61. Summary Compensation Table

    | (2) The amounts shown do not reflect compensation actually received by the Named Executive Officer. Rather, amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of time-based and performance-based restricted stock unit awards computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes by the Company with respect to restricted stock units. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2024 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Performance-based awards are included based on the assumption that they will vest at 100% of the target award, since actual vesting will not be determined until the end of the performance period. |

  62. Summary Compensation Table

    | (3) For the Named Executive Officers, amounts reported in the “All Other Compensation” column for 2024 reflect discretionary matching contributions earned by each Named Executive Officer pursuant to the Company’s 401(k) plan. Additionally, this column includes a $750 holiday bonus that was paid in an equal amount to all Company employees. |

  63. Summary Compensation Table

    | (4) Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy as previously disclosed in the Company’s Current Report on Form 8-K filed on November 19, 2024. |

  64. Summary Compensation Table

    | (5) Mr. Gusek was appointed Chief Executive Officer effective February 3, 2025 in connection with the resignation of Mr. Wright as described in the above footnote. |

  65. Summary Compensation Table

    | (6) Mr. Gosney was additionally appointed Vice President of Finance effective January 22, 2025. |

  66. Summary Compensation Table

    | (7) Salary for 2024 reflects an additional pay period during the year due to the timing of the bi-weekly payroll calendar. |

  67. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information for each of our Named Executive Officers regarding plan-based awards granted during fiscal year 2024.

  68. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($)(4) | | Christopher A. Wright | | 428,000 | 856,000 | 1,712,000 | | | | | | | | 1/22/2024 | | | | 55,321 | 110,642 | 221,284 | | 1,916,319 | | | 1/22/2024 | | | | | | | 110,642 | 1,916,319 | | Michael Stock | | 248,400 | 496,800 | 993,600 | | | | | | | | 1/22/2024 | | | | 24,801 | 49,602 | 99,204 | | 859,107 | | | 1/22/2024 | | | | | | | 49,602 | 859,107 | | Ron Gusek | | 269,600 | 539,200 | 1,078,400 | | | | | | | | 1/22/2024 | | | | 24,801 | 49,602 | 99,204 | | 859,107 | | | 1/22/2024 | | | | | | | 49,602 | 859,107 | | R. Sean Elliott | | 192,800 | 385,600 | 771,200 | | | | | | | | 1/22/2024 | | | | 10,133 | 20,266 | 40,532 | | 351,007 | | | 1/22/2024 | | | | | | | 41,146 | 712,649 | | Ryan T. Gosney | | 154,000 | 308,000 | 616,000 | | | | | | | | 1/22/2024 | | | | 6,569 | 13,137 | 26,274 | | 227,533 | | | 1/22/2024 | | | | | | | 26,672 | 461,959 |

  69. Grants of Plan-Based Awards

    | (1) The amounts shown in these columns reflect the potential threshold, target and maximum payouts with respect to the performance-based financial metrics approved under the 2024 annual incentive awards. The amounts reflected herein do not include amounts that may be earned with respect to the discretionary component of the 2024 annual incentive awards. |

  70. Grants of Plan-Based Awards

    | (2) The amounts shown in these columns reflect the potential threshold, target and maximum number of performance-based RSU awards granted to the Named Executive Officers during fiscal year 2024. |

  71. Grants of Plan-Based Awards

    | (3) The amounts shown in this column reflect time-based vesting RSU awards granted to the Named Executive Officers during fiscal year 2024. |

  72. Grants of Plan-Based Awards

    | (4) The amounts shown in this column do not reflect compensation actually received by the Named Executive Officer. Rather, amounts set forth herein represent the aggregate grant date fair value of time-based and performance-based RSUs computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes in fiscal year 2024 by the Company. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2024 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |

  73. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of December 31, 2024, which consist of time-based RSU awards and performance-based RSU awards.

  74. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Christopher A. Wright(9) | 45,857(1) | 912,096 | | | | | 76,526(2) | 1,522,102 | | | | | 110,642(3) | 2,200,669 | | | | | | | 275,142(5) | 5,472,574 | | | | | 229,576(6) | 4,566,267 | | | | | 221,284(7) | 4,401,339 | | Michael Stock | 20,557(1) | 408,879 | | | | | 34,305(2) | 682,326 | | | | | 49,602(3) | 986,584 | | | | | | | 123,340(5) | 2,453,233 | | | | | 102,914(6) | 2,046,959 | | | | | 99,204(7) | 1,973,168 | | Ron Gusek | 20,557(1) | 408,879 | | | | | 34,305(2) | 682,326 | | | | | 49,602(3) | 986,584 | | | | | | | 123,340(5) | 2,453,233 | | | | | 102,914(6) | 2,046,959 | | | | | 99,204(7) | 1,973,168 | | R. Sean Elliott | 17,058(1) | 339,284 | | | | | 28,458(2) | 566,030 | | | | | 41,146(3) | 818,394 | | | | | | | 50,408(5) | 1,002,615 | | | | | 42,050(6) | 836,375 | | | | | 40,532(7) | 806,181 | | Ryan T. Gosney | 10,595(1) | 210,735 | | | | | 17,680(2) | 351,655 | | | | | 26,672(3) | 530,506 | | | | | | | 31,310(5) | 622,756 | | | | | 26,124(6) | 519,606 | | | | | 26,274(7) | 522,590 |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (1) These RSUs granted on January 18, 2022 vest on April 1, 2025, so long as the applicable Named Executive Officer remains employed through such date. |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (2) These RSUs granted on February 8, 2023 vest in one-half increments on each of April 1, 2025 and April 1, 2026, so long as the applicable Named Executive Officer remains employed through such dates. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (3) These RSUs granted on January 22, 2024 vest in one-third increments on each of April 1, 2025, April 1, 2026 and April 1, 2027, so long as the applicable Named Executive Officer remains employed through such dates. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (4) Amounts in this column reflect the value of unvested time-based RSU awards held by the Named Executive Officers, calculated based on the closing price of our Class A Common Stock on December 31, 2024 of $19.89. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (5) These performance-based RSUs granted on January 18, 2022 will vest on April 1, 2025, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2024, the performance-based RSUs granted on January 18, 2022 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (6) These performance-based RSUs granted on February 8, 2023 will vest on April 1, 2026, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2024, the performance-based RSUs granted on February 8, 2023 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (7) These performance-based RSUs granted on January 22, 2024 will vest on April 1, 2027, subject to achievement of the Comparative ROCE performance metrics and the applicable Named Executive Officer’s continued employment through such date. As of December 31, 2024, the performance-based RSUs granted on January 22, 2024 were trending above target, and in accordance with the SEC rules, are reflected in this table at maximum, therefore, the performance-based RSUs may actually vest at a lower amount than reflected in this column. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (8) Amounts in this column reflect the value of unvested performance-based RSU awards held by the Named Executive Officers reported in the preceding column calculated based on the closing price of our Class A Common Stock on December 31, 2024 of $19.89. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (9) Mr. Wright resigned as Chairman of the Board and Chief Executive Officer effective February 3, 2025 in connection with his confirmation as Secretary of the United States Department of Energy as previously disclosed in the Company’s Current Report on Form 8-K filed on November 19, 2024. Also effective February 3, 2025, all unvested equity awards previously awarded to Mr. Wright became vested pursuant to our Compensation Committee’s authorization as previously disclosed in our Current Report on Form 8-K filed on January 22, 2025. |

  84. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the value received by each Named Executive Officer on the vesting of time-based and performance-based RSUs during fiscal year 2024, which performance-based RSUs vested at approximately 178% of target. None of our Named Executive Officers held stock option awards during fiscal year 2024.

  85. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Christopher A. Wright | 393,513 | 8,251,968 | | Michael Stock | 175,217 | 3,674,299 | | Ron Gusek | 175,217 | 3,674,299 | | R. Sean Elliott | 181,128 | 3,798,261 | | Ryan T. Gosney | 111,382 | 2,335,681 |

  86. Option Exercises and Stock Vested

    | (1) The amounts in this column reflect the value of the shares in the preceding column based on the closing price of our Class A Common Stock of $20.97 on April 1, 2024, the applicable vesting date, including the value of any shares withheld for tax withholding purposes. |

  87. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not maintain and our Named Executive Officers do not participate in any defined benefit pension plan or nonqualified deferred compensation plan.

  88. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  89. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We have adopted a non-employee director compensation program that is applicable to each of our non-employee directors. The Compensation Consultant also conducted an analysis of market-competitive total director compensation (annual retainers, meeting fees and equity awards) using our Peer Group as a comparative metric. Pursuant to this program, during 2024 each non-employee director was entitled to receive the following compensation for their service on our Board:

  90. DIRECTOR COMPENSATION

    | * A cash retainer of $100,000 per year, payable quarterly in arrears; |

  91. DIRECTOR COMPENSATION

    | * An additional annual cash retainer of $10,000 for serving as a member of our Audit Committee or $20,000 for serving as the chairperson of our Audit Committee, in each case payable quarterly in arrears; |

  92. DIRECTOR COMPENSATION

    | * An additional annual cash retainer of $7,500 for serving as a member of our Compensation Committee or $15,000 for serving as the chairperson of our Compensation Committee, in each case payable quarterly in arrears; |

  93. DIRECTOR COMPENSATION

    | * An additional cash retainer of $5,000 for serving as a member of our Nominating and Governance Committee or $10,000 for serving as the chairperson of our Nominating and Governance Committee, in each case payable quarterly in arrears; |

  94. DIRECTOR COMPENSATION

    | * An additional annual cash retainer of $20,000 for serving as the Lead Director of the Company, payable quarterly in arrears; and |

  95. DIRECTOR COMPENSATION

    | * Either: |

  96. DIRECTOR COMPENSATION

    | (a) annual equity-based compensation in the form of RSUs with an aggregate grant date value of $175,000, subject to the terms of the LTIP and the award agreement pursuant to which such award is granted. The award shall be subject to a 12-month vesting period, unless otherwise determined by the Board. The annual grant is automatically made on January 2nd of each year, using the 30-day average closing price of the Company’s Class A Common Stock prior to the date of grant to determine the number of units to be granted; |

  97. DIRECTOR COMPENSATION

    | (b) an additional cash payment of $100,000 per year, payable quarterly in arrears; or |

  98. DIRECTOR COMPENSATION

    | (c) a charitable cash donation by the Company of $100,000 per year, payable quarterly in arrears, to an organization designated by the director and that is qualified under Section 501(c)(3) of the Internal Revenue Code, provided that the organization must be independent of the director and reasonably acceptable to the Compensation Committee. |

  99. DIRECTOR COMPENSATION

    Effective as of January 1, 2025, our non-employee director compensation program was updated to add compensation for serving as the non-executive Chairman consisting of an annual cash retainer of $60,000 and RSUs with a grant date value of $75,000 on the same terms and conditions set forth in paragraph (a) above. These changes were made by the Compensation Committee and ratified by the Board in January 2025 in response to a recommendation from the Compensation Consultant to align with marketplace practices where the chairperson of the board is independent and not also an employee of the company. Each non-employee director is given an opportunity to elect whether they would like to receive item (a), (b) or (c) above prior to the beginning of each year. If a non-employee director joins the Board or otherwise becomes eligible for director compensation during the course of a calendar year, the director will be allowed to make such election upon joining or becoming eligible. If a non-employee director joins the Board during the course of a calendar year, the director will be entitled to receive a prorated RSU award (if so elected) for that year, which shall vest over the remaining portion of the year, unless otherwise determined by the Board. All annual cash payments, including the charitable cash contribution option if elected, shall be prorated for partial years of service or eligibility. In addition, each non-employee director is reimbursed for out-of-pocket expenses incurred in connection with attending Board and committee meetings. The table below sets forth the compensation our non-employee directors earned for their service for the fiscal year ended December 31, 2024.

  100. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Simon Ayat | 110,000 | 168,688 | — | 278,688 | | Ken Babcock | 107,500 | 168,688 | — | 276,188 | | Peter A. Dea | 120,000 | 168,688 | — | 288,688 | | William F. Kimble | 145,000 | 168,688 | — | 313,688 | | James R. McDonald | — | — | 100,000(2) | 100,000(2) | | Gale A. Norton | 120,000 | 168,688 | — | 288,688 | | Audrey Robertson | 100,000 | 168,688 | — | 268,688 | | Cary D. Steinbeck | 117,500 | 168,688 | — | 286,188 |

  101. DIRECTOR COMPENSATION

    | (1) The amounts shown do not reflect compensation actually received by the directors. Rather, amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 for financial statement reporting purposes in fiscal year 2024 by the Company with respect to restricted stock units. A discussion of the assumptions used in this valuation with respect to awards made in fiscal year 2024 may be found in Note 10 to the Company’s financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, Messrs. Ayat, Babcock, Dea, Kimble and Steinbeck and Ms. Norton and Ms. Robertson each held 9,289 unvested RSUs. |

  102. DIRECTOR COMPENSATION

    | (2) The Company has agreed to make up to $100,000 in charitable donations to organizations designated by Mr. McDonald in connection with his 2024 Board service. As of February 19, 2025, no donations have been designated and therefore no payments have been made by us. |

  103. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Christopher A. Wright, our former Chief Executive Officer (our “CEO”). For 2024, our last completed fiscal year:

  104. CEO PAY RATIO

    | * The total compensation of our median employee was $128,549 calculated using the same methodology used to determine pay for our CEO in the Summary Compensation Table included above; and |

  105. CEO PAY RATIO

    | * The total compensation of our CEO, as reported in the Summary Compensation Table included above, was $5,836,488. |

  106. CEO PAY RATIO

    | * Based on this information, for 2024 the ratio of the total compensation of our CEO to the median employee total compensation was reasonably estimated to be 45 to 1. |

  107. CEO PAY RATIO

    The pay ratio set forth above is a reasonable estimate calculated in a manner consistent with SEC rules based on our human resources systems of record and the methodology described below. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio that we report above, as other companies may have different employment and compensation practices, different types of workforce, and operate in different countries, and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identity the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  108. CEO PAY RATIO

    | ✓ | We determined that, as of December 21, 2024, our employee population excluding our CEO consisted of approximately 5,700 individuals with all of these individuals located in the United States and Canada. This population consisted of our full-time, part-time and temporary employees who received Company benefits, as we do not have seasonal workers. We selected December 21, 2024 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner, as this is the date of the last period worked during the year for which payment was made to employees in 2024. |

  109. CEO PAY RATIO

    | ✓ | We used a consistently applied compensation measure to identify our median employee by comparing the amount of compensation as reported to the Internal Revenue Service on Form W-2 for 2024 for US employees and the amount of compensation as reported to the Canadian Revenue Agency on T4 Statement of Renumeration Paid for 2024 for Canadian employees. |

  110. CEO PAY RATIO

    | ✓ | We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the United States and Canada, we did not make any cost of living adjustments in identifying the median employee. Our median employee for 2024 was a fulltime, salaried employee working as an equipment operator with annual compensation of $112,897 set forth on such employee’s Form W-2 for 2024. |

  111. CEO PAY RATIO

    | ✓ | After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $128,549. The differences between such employee’s taxable compensation reported on Form W-2 for 2024 of $112,897 and the employee’s annual total compensation calculated pursuant to Regulation S-K include the following adjustments: (i) modification from bonuses paid during 2024 to bonuses earned during 2024, if needed, (ii) addition of contributions made by the employee and by the Company on the employee’s behalf to our 401(k) plan for 2024, if any, (iii) addition of the costs of tax deductible employee group health plan premiums and employee contributions to tax deductible flexible spending accounts, if any and (iv) subtraction of other taxable compensation including compensation for provided housing or transportation and that attributable to group term life, short-term and long-term disability benefits, if applicable. |

  112. CEO PAY RATIO

    | ✓ | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  113. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  114. Pay Versus Performance Table for 2024

    Pay Versus Performance Table for 2024

  115. Pay Versus Performance Table for 2024

    | | Summary Compensation | Compensation | Average Summary Compensation Table Total for | Average Summary Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in | | | | Table Total for | Actually Paid to | Non-PEO NEOs | Non-PEO NEOs | Company | Peer Group | Thousands) | Adjusted | | Year | PEO ($)(1) | PEO ($)(2) | ($)(3) | ($)(4) | TSR ($) | TSR ($)(5) | ($)(6) | ROCE(7) | | 2024 | 5,836,488 | 10,045,829 | 2,411,705 | 3,805,434 | 188.06 | 101.68 | 316,010 | 19.6% | | 2023 | 5,628,100 | 9,819,996 | 2,328,163 | 3,919,083 | 169.06 | 115.11 | 556,317 | 42.9% | | 2022 | 5,747,485 | 12,201,790 | 2,367,374 | 4,567,954 | 147.11 | 112.94 | 399,602 | 34.0% | | 2021 | 4,611,372 | 3,946,524 | 2,028,596 | 1,738,700 | 88.85 | 69.94 | (179,244) | -10.3% | | 2020 | 3,310,114 | 2,493,998 | 1,218,682 | 909,552 | 94.44 | 57.93 | (115,583) | -13.9% |

  116. Pay Versus Performance Table for 2024

    | (1) The dollar amounts reported are the amounts of total compensation reported for Christopher A. Wright (our former Chairman and CEO) for each corresponding year in the “Total” column of the Summary Compensation Table provided above. |

  117. Pay Versus Performance Table for 2024

    | (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Wright, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Wright during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to Mr. Wright’s total compensation for each year to determine the compensation actually paid to Mr. Wright: |

  118. Pay Versus Performance Table for 2024

    | Year | Reported Summary Compensation Table Total for PEO ($) | Deduct Fair Value of Equity Awards Reported in Summary Compensation Table ($) | Add Year-End Fair Value of Equity Awards Granted in Current Year ($) | Add (Deduct) Change in Fair Value at Year End of Unvested Equity Awards Granted in Prior Years ($) | Add (Deduct) Change in Fair Value of Equity Awards Vested in Current Year ($) | Compensation Actually Paid to PEO ($) | | 2024 | 5,836,488 | (3,832,639) | 4,401,339 | 2,715,100 | 925,541 | 10,045,829 | | 2023 | 5,628,100 | (3,590,569) | 4,164,509 | 4,410,269 | (792,313) | 9,819,996 | | 2022 | 5,747,485 | (3,406,258) | 4,405,023 | 3,612,975 | 1,842,565 | 12,201,790 | | 2021 | 4,611,372 | (3,801,972) | 2,841,227 | 99,171 | 196,725 | 3,946,524 | | 2020 | 3,310,114 | (2,876,014) | 3,082,298 | (209,920) | (812,480) | 2,493,998 |

  119. Pay Versus Performance Table for 2024

    | (3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding Mr. Wright) in the “Total” column of the Summary Compensation Table provided above. The NEOs (excluding Mr. Wright) included for purposes of calculating the average amounts in each applicable year are Messrs. Stock, Gusek, Elliott and Gosney. |

  120. Pay Versus Performance Table for 2024

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Wright), as computed in accordance with Item 402(v) of SEC Regulation S-K. The NEOs (excluding Mr. Wright) included for purposes of calculating the average amounts in each applicable year are Messrs. Stock, Gusek, Elliott and Gosney. The dollar amounts reported do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Wright) during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Wright) for each year to determine the compensation actually paid: |

  121. Pay Versus Performance Table for 2024

    | Year | Reported Average Summary Compensation Table Total for Non- PEO NEOs ($) | Deduct Fair Value of Equity Awards Reported in Summary Compensation Table ($) | Add Year-End Fair Value of Equity Awards Granted in Current Year ($) | Add (Deduct) Change in Fair Value at Year End of Unvested Equity Awards Granted in Prior Years ($) | Add (Deduct) Change in Fair Value of Equity Awards Vested in Current Year ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,411,705 | (1,297,394) | 1,489,905 | 826,530 | 374,687 | 3,805,434 | | 2023 | 2,328,163 | (1,208,667) | 1,401,868 | 1,667,331 | (269,613) | 3,919,083 | | 2022 | 2,367,374 | (1,146,682) | 1,482,906 | 1,259,414 | 604,943 | 4,567,954 | | 2021 | 2,028,596 | (1,515,516) | 1,132,550 | 22,787 | 70,282 | 1,738,700 | | 2020 | 1,218,682 | (957,726) | 1,026,420 | (68,658) | (309,165) | 909,552 |

  122. Pay Versus Performance Table for 2024

    | (5) The peer group selected for each listed year consists of the OSX. We also use this peer group for purposes of the Stock Performance Graph set forth in “Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of our Annual Report on Form 10-K for the year ended December 31, 2024. |

  123. Pay Versus Performance Table for 2024

    | (6) The dollar amounts reported represent the amount of net income (loss) (in thousands) attributable to Liberty Energy Inc. in our audited consolidated financial statements for the applicable year |

  124. Pay Versus Performance Table for 2024

    | (7) For the year ended December 31, 2024, Adjusted ROCE is equal to the Company’s 2024 income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, divided by the simple average of capital (debt and equity) employed at the beginning and end of the year. For the years ended December 31, 2020 to 2023, Adjusted ROCE is equal to the Company’s income before taxes and loss (gain) on remeasurement of liability under tax receivable agreements, plus interest expense and stock-based compensation expense for the year, divided by the simple average of capital (debt and equity) employed at the beginning and end of each year presented. We rank our Adjusted ROCE against those of the ROCE Peer Group to determine Comparative ROCE, which is used as a metric to determine a portion of annual incentive compensation and the vesting of performance-based RSU awards. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that our Adjusted ROCE is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in this table) used by us to link compensation actually paid to our NEOs for the most recently completed fiscal year, to our performance. |

  125. Analysis of Information in Pay Versus Performance Table

    Analysis of Information in Pay Versus Performance Table As described in more detail in “Compensation Discussion and Analysis” above, our executive compensation program includes variable components in the form of annual incentive compensation and long-term incentive awards. While we utilize several performance measures to align executive compensation with our performance, all of those measures are not presented in the “Pay Versus Performance Table for 2024.” Moreover, we generally seek to incentivize long-term performance and, therefore, do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC regulations) for a particular year. In accordance with SEC regulations, we are providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2024.”

  126. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Wright and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Wright) is generally aligned with our cumulative TSR over the three years presented in the “Pay Versus Performance Table for 2024.” The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards. For each of the three years presented in the “Pay Versus Performance Table for 2024,” our cumulative TSR exceeded that of peers contained in the OSX stock index. The following table details our cumulative TSR in comparison to the OSX cumulative TSR for each of the measurement periods (determined in accordance with SEC regulations).

  127. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) As demonstrated by the following table, the amount of compensation actually paid to Mr. Wright and the average amount of compensation actually paid to other NEOs as a group (excluding Mr. Wright) is generally aligned with our net income (loss) over the three years presented in the “Pay Versus Performance Table for 2024.” While we do not use net income (loss) as a performance measure in the overall executive compensation program, the measure of net income (loss) is correlated with the measures of Pre-Tax EPS and ROCE, which we do use in setting goals for annual incentive compensation, and Comparative ROCE, which we use both in setting goals for annual incentive compensation and the vesting of performance-based RSU awards.

  128. Compensation Actually Paid and Adjusted ROCE

    Compensation Actually Paid and Adjusted ROCE As demonstrated by the following table, the amount of compensation actually paid to Mr. Wright and the average amount of compensation actually paid to our other NEOs as a group (excluding Mr. Wright) is generally aligned with our Adjusted ROCE over each of the three years presented in the “Pay Versus Performance Table for 2024.”