Independent
Tenure on this board
1.4 yrs
6 nominees · 3 ballot items.
Election of seven directors (Proposal 1); a non-binding advisory vote to approve named executive officer compensation (Say-on-Pay, Proposal 2); and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 (Proposal 3).
Elect seven director nominees named in the proxy statement to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the Company’s named executive officers for fiscal 2025. Management seeks this annual advisory endorsement to confirm that its pay practices—comprised of base salary, a short-term incentive plan (STIP) tied to Incentive Adjusted EBITDA, business development, safety and strategic goals, and a long-term incentive plan (LTIP) with 50/50 RSU/PSU mix—are aligned with stockholder interests and effective for retention. The LTIP PSUs are measured on absolute TSR (ATSR) and relative TSR (RTSR) (with ATSR later replaced by a three-year Adjusted EBITDA CAGR for 2026 awards), and RSUs vest over three years, demonstrating a focus on multi-year performance and retention. The Compensation Committee relied on external benchmarking and independent consultants to set target levels and believes the 2025 program appropriately balanced at‑risk pay to drive performance while mitigating excessive risk through clawback provisions, hedging/pledging prohibitions, and stock ownership guidelines. Company performance in 2025 (record Net Income and Adjusted EBITDA, successful acquisitions and business development milestones) provides context for the Committee’s view that pay outcomes reflected performance, as demonstrated by above‑target STIP payouts and PSU vesting outcomes. The vote is advisory only, but the board and Compensation Committee state they will review and consider the vote outcome when setting future compensation. The board recommends a FOR vote based on the program’s design to align long‑term value creation and executive incentives with stockholder interests and to retain key leadership critical to executing strategic initiatives.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEORGE KAISER FAMILY FOUNDATION | 6.90% | 7,854,167 | $262M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 1.46% | 1,661,380 | $56M |
| 3 | Copeland Capital Management, LLC | 1.20% | 1,370,312 | $46M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.13% | 1,290,165 | $43M |
| 5 | TORTOISE CAPITAL ADVISORS, L.L.C. | 1.04% | 1,183,147 | $40M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.93% | 1,056,670 | $35M |
| 7 | BlackRock, Inc. | 0.81% | 917,487 | $31M |
| 8 | Ranger Investment Management, L.P. | 0.79% | 897,041 | $30M |
| 9 | Neuberger Berman Group LLC | 0.66% | 749,180 | $25M |
| 10 | BlackRock, Inc. | 0.64% | 727,577 | $24M |
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