Independent
Tenure on this board
15.3 yrs
3 nominees · 4 ballot items.
Election of three directors; advisory approval of executive compensation (say-on-pay); approval of an amendment to the 2016 Stock and Incentive Plan to add 625,000 shares and extend its term; and ratification of Deloitte & Touche LLP as independent auditors for 2026.
Election of three Class II director nominees (Evelyn M. Angelle, John A. Carrig and Neal A. Lux) to serve three-year terms.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval of the compensation paid to FET’s named executive officers as disclosed in the proxy statement. Management is asking shareholders to endorse the Company’s compensation design, which emphasizes variable, performance-based pay (e.g., Performance RSUs tied to absolute and relative TSR and free cash flow, multi-year RSUs, and an annual cash incentive plan measured by adjusted EBITDA, free cash flow, safety and strategic objectives). The Compensation and Human Capital Committee oversees the program and engaged an independent consultant; the board expects the say-on-pay vote annually. Recent company performance (e.g., significant TSR gains in 2025, strong free cash flow and EMIP payouts at 144% of target) led to material realizations under performance awards, which management argues validates the pay-for-performance design. The vote is advisory and non-binding but the Committee has stated it will consider the results when setting future compensation. Supporters would view the program as aligning executives’ interests with long-term stockholder value through rigorous vesting conditions, clawback policies, stock ownership requirements, and double-trigger change-in-control protections. Critics might note that recent payouts and equity realizations have been large in absolute terms and could raise dilution or pay quantum concerns; they may also focus on how performance targets were set and whether they were sufficiently challenging relative to peers. The board’s recommendation to vote FOR is grounded in the Committee’s judgment that the program is market-competitive, ties pay to multi-year performance, and incentivizes retention. Given the advisory nature, the resolution functions as a governance signal to the board rather than creating mandatory changes to compensation arrangements.
Approval to amend the Second Amended and Restated 2016 Stock and Incentive Plan to authorize an additional 625,000 shares for issuance and extend the plan term through May 8, 2036.
This management proposal asks shareholders to approve a Fourth Amendment to FET’s 2016 Stock and Incentive Plan to add 625,000 shares to the plan reserve and extend the plan term to May 8, 2036. Management frames the request as necessary to fund the Company’s annual long-term incentive program, which it uses to recruit, retain and align employees, directors and consultants with stockholder interests. The Company discloses that as of March 13, 2026 only 394,725 shares remained available under the 2016 Plan, and recent grant activity (including substantial Performance RSU and RSU grants to executives) demonstrates ongoing usage of the plan; without replenishment the Company could face constraints in delivering equity-based incentives. The Amended 2016 Plan includes governance protections—annual per-participant limits (200,000 shares), director grant value caps, prohibition on liberal share recycling, minimum one-year vesting (with a 5% exception), double-trigger change-in-control vesting, clawback policies, and limits on repricing—measures management highlights to mitigate dilution and misuse. From a shareholder perspective the primary trade-offs are dilution from the newly authorized shares versus the retention and alignment benefits of continuing equity awards; management quantifies historical grant levels and argues the additional reserve is proportional to needs. Analysts should also evaluate the company’s burn rate, current outstanding awards (652,512 full value awards outstanding and 4,455 options outstanding as of March 13, 2026), and the company’s historical use of performance-based awards (significant portion of long-term incentives are performance-contingent). The board’s unanimous recommendation to vote FOR is grounded in compensation committee judgment that equity awards are strategically appropriate and that plan features incorporate best practices; however, independent investors will weigh the incremental dilution, plan longevity, and whether the existing governance safeguards sufficiently limit executive enrichment. Given the detailed plan terms and the company’s recent strong shareholder returns, the proposal is typical of requests to replenish equity capability but warrants scrutiny of dilution metrics, expected future grant pacing, and alignment between award targets and shareholder value creation.
Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.26% | 594,907 | $35M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 495,713 | $29M |
| 3 | AMERICAN CENTURY COMPANIES INC | 3.64% | 411,221 | $24M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.55% | 400,861 | $24M |
| 5 | BlackRock, Inc. | 3.34% | 377,589 | $22M |
| 6 | STATE STREET CORP | 2.91% | 328,477 | $19M |
| 7 | TWO SIGMA INVESTMENTS, LP | 2.89% | 326,132 | $19M |
| 8 | BlackRock, Inc. | 2.84% | 321,029 | $19M |
| 9 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.35% | 265,216 | $16M |
| 10 | Allspring Global Investments Holdings, LLC | 2.12% | 240,055 | $14M |
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