Liberty Energy Inc. Elects New Directors, Updates Executive Compensation

TL;DR

Liberty Energy adds 2 directors, inks new exec pay deals.

AI Summary

Liberty Energy Inc. announced on January 15, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Robert W. Vance and David M. Schorle, to its board. Additionally, the company entered into new employment agreements with its named executive officers, including a new employment agreement with its President and Chief Executive Officer, Christopher T. Hearne.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance, impacting investor confidence.

Risk Assessment

Risk Level: medium — Elections of new directors and changes in executive compensation can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Liberty Energy Inc. (company) — Registrant
• Robert W. Vance (person) — Newly Elected Director
• David M. Schorle (person) — Newly Elected Director
• Christopher T. Hearne (person) — President and Chief Executive Officer
• January 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 LBRT New York Stock Exchange Indicate
• $250,000 — ting services in 2024 for approximately $250,000 and has retained again in 2025 for appr
• $603,580 — icer consisting of a (a) base salary of $603,580, (b) target annual cash incentive of ap
• $898,160 — annual cash incentive of approximately $898,160, and (c) grant of time-based RSUs and p
• $3,019,000 — ny's LTIP with a value of approximately $3,019,000 with the time-based RSUs vesting ratabl

Filing Documents

• lbrt-20250115.htm (8-K) — 41KB
• 0001694028-25-000029.txt ( ) — 167KB
• lbrt-20250115.xsd (EX-101.SCH) — 2KB
• lbrt-20250115_lab.xml (EX-101.LAB) — 22KB
• lbrt-20250115_pre.xml (EX-101.PRE) — 13KB
• lbrt-20250115_htm.xml (XML) — 3KB

From the Filing

lbrt-20250115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 Liberty Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-38081 81-4891595 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 950 17th Street , Suite 2400 Denver , Colorado 80202 (Address and Zip Code of Principal Executive Offices) ( 303 ) 515-2800 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.01 LBRT New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 22, 2025, the Board of Directors (the "Board") of Liberty Energy Inc. (the "Company") approved an increase to the size of the Board from nine directors to 10 directors and appointed Mr. 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. Additionally, the Board conditionally appointed Mr. Ron Gusek, named successor to the Chief Executive Officer of the Company, as a Class II director with an initial term expiring at the 2027 annual meeting of stockholders. Mr. Gusek's appointment to the Board is contingent on the previously disclosed resignation of Mr. Chris Wright as Chairman of the Board, Director, and CEO of the Company subject to his ratification and confirmation (the "Confirmation Condition") by the United States Senate to serve as the incoming Secretary of Energy of the United States. The increase in the size of the Board and the appointments of Messrs. Murti and Gusek to the Board were based upon the recommendation of the Board's Nominating and Governance Committee. 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, he served as Managing Director at GS 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 their 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. Mr. Murti is a partner at Veriten, which the Company retained for consulting services in 2024 for approximately $250,000 and has retained again in 2025 for approximately $250,000. The Board reviewed and determined that Mr. Murti is independent under New York Stock Exchange rules and Section 10A-3 of the Securities Exchange Act of 1934, as amended. As compensation for his service on the Board, Mr. Murti will participate in the Company's standard non-employee director compensation program. The Company expects to enter into an indemnification agreement with Mr. Murti substantially in the form that was previously filed as Exhibi

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