Cary Steinbeck
About Cary D. Steinbeck
Cary D. Steinbeck, 53, is an independent director of Liberty Energy Inc. (LBRT) since 2018. He is a Managing Director at Shea Ventures (since October 2014), previously a Managing Director at Oakmont Corporation (2007–2014), and holds a CFA charter, a BA in Economics from UC Santa Barbara, and an MBA from USC; his core credentials span E&P, M&A, and corporate finance . He serves in Class I (term expires 2026) and is identified by the Board as independent under NYSE and Exchange Act Section 10A-3 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shea Ventures (investment firm) | Managing Director | Oct 2014–present | Energy investing, board participation |
| Oakmont Corporation (investment firm) | Managing Director | 2007–2014 | Investment leadership |
| Liberty Resources LLC (E&P) | Director | Not disclosed (current) | E&P oversight; industry network |
| Accretion Acquisition Corp. (SPAC) | Director | Oct 2021–Dec 2023 | Public company board experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Liberty Resources LLC | Director | Private | Sister entity transacted with LBRT subsidiary; ceased related person Mar 2024 |
| Accretion Acquisition Corp. | Director | Prior (ended Dec 2023) | SPAC board tenure |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a chair .
- Independence: Board determined Steinbeck is independent under NYSE and Section 10A-3; also meets Audit Committee independence standards .
- Attendance: Each director attended at least 75% of meetings; 2024 meeting cadence: Board (5), Audit (7), Compensation (4), Nominating (3); executive sessions at each Board meeting for independent directors .
- Board leadership: Non-executive independent Chairman (William F. Kimble) since Feb 3, 2025; CEO/Chair roles separated; Audit Committee oversees financial reporting and cybersecurity risk .
| Governance Item | Detail |
|---|---|
| Committee memberships | Audit: Member ; Compensation: Member |
| Committee chairs held | None |
| Independence | Independent (NYSE; Section 10A-3) |
| 2024 attendance baseline | ≥75% of meetings attended |
| Executive sessions | Held each Board meeting (independent directors) |
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual Board cash retainer (2024) | $100,000 | Paid quarterly |
| Audit Committee member fee (2024) | $10,000 | Paid quarterly |
| Compensation Committee member fee (2024) | $7,500 | Paid quarterly |
| 2024 cash earned (Steinbeck) | $117,500 | Sum of retainer + committee fees |
| Annual director equity option (2024) | RSUs grant-date value $175,000 | 12-month vesting; automatic Jan 2 grant |
| Alternative to equity | $100,000 cash or $100,000 charitable donation (501(c)(3)) | Director election annually |
| Non-exec Chairman incremental (effective 2025) | $60,000 cash + $75,000 RSUs | For independent chair role |
Performance Compensation
Directors may elect annual RSUs (time-based, 12-month vest); there are no performance metrics tied to director equity grants .
| Equity Award | Grant Date | Grant Date Fair Value | Vesting | Unvested Units (12/31/2024) |
|---|---|---|---|---|
| Annual Director RSUs (Steinbeck) | Jan 2, 2024 (program terms) | $168,688 (recognized in 2024) | 12 months | 9,289 |
Other Directorships & Interlocks
| Entity | Relationship to LBRT | 2024 Activity | Governance Consideration |
|---|---|---|---|
| Liberty Resources LLC (Steinbeck director) | LBRT subsidiary provided frac services under MSA | $11.1 million services; receivables repaid; ceased to be related person in Mar 2024 | Potential information flow/interlock; monitored via Related Party policy and Audit Committee |
Related party transactions are reviewed/approved by the Audit Committee under a written policy to ensure arm’s-length terms .
Expertise & Qualifications
- CFA charterholder; BA Economics (UC Santa Barbara); MBA (USC) .
- Primary skills: E&P, M&A, corporate finance, financial markets; energy sector investing and extensive board participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cary D. Steinbeck | 358,703 | <1% | Includes 329,350 shares (Steinbeck Family Trust) and 9,805 shares (Cary Dustin Steinbeck & Melissa Maucione Crimson Steinbeck Trust); Steinbeck has voting/dispositive power |
| Stock ownership guideline (directors) | 5× annual Board cash retainer within 5 years; Steinbeck in compliance as of Record Date | — | Applies to directors; transition period runs from later of service start or Oct 18, 2022 |
| Hedging/pledging | Prohibited by Insider Trading Policy (short-term exceptions require Audit Committee approval) | — | Alignment safeguard |
| Options | None under LTIP (RSUs only) | — | Less dilutive; no exercise price |
Governance Assessment
- Board effectiveness: Dual service on Audit and Compensation indicates active oversight in financial reporting, cybersecurity, and pay governance; Board affirms Steinbeck’s independence including Audit Committee standards—supporting objective judgment .
- Attendance/engagement: Directors, including Steinbeck, attended ≥75% of meetings; independent executive sessions at each Board meeting aid candid oversight .
- Ownership alignment: Significant personal/trust holdings with compliance to 5× retainer guideline; prohibition on hedging/pledging strengthens alignment .
- Compensation: Mix of cash retainers and elective RSUs; Steinbeck’s 2024 compensation ($117,500 cash; $168,688 RSUs) reflects standard, non-excessive structure with clear committee fee differentials .
- Potential conflicts and monitoring: Prior interlock via Liberty Resources (transactions in 2024) warrants continued oversight; related party transactions are governed by formal policy with Audit Committee review—risk mitigant .
- Board governance signals: Moves to declassify the board, remove supermajority provisions, adopt officer exculpation, and elect to be governed by DGCL Section 203 collectively improve accountability and investor protections, enhancing confidence in board stewardship .
- Shareholder support: 2024 Say-on-Pay approval ~95% indicates broad investor alignment with compensation governance; keep monitoring as policies evolve under new CEO/Chair structure .
RED FLAGS
- Related-party exposure: Liberty Resources services ($11.1 million in 2024) with director network ties; although it ceased being a related person in March 2024, continued vigilance on interlocks and information flow is warranted .
- Broader board-related party items (context): Franklin Mountain (director Robertson CFO) and family employment (Tim Babcock) highlight the need for rigorous committee oversight; not Steinbeck-specific, but relevant to board risk posture .