Michael Stock
About Michael Stock
Michael Stock, age 63, is Liberty Energy’s Chief Financial Officer since December 2016 and Treasurer since March 2018; he previously served as CFO of the predecessor company from April 2012 until the IPO and briefly as a director until January 2018 . His compensation is tightly linked to performance metrics (Adjusted Pre-Tax EPS, Adjusted ROCE, Comparative ROCE), with 2024 Adjusted ROCE of 19.6% ranking 1 of 10 against peers and driving maximum payout on the comparative metric; overall annual incentive achievement was 120.1% of target . Company disclosures indicate compensation actually paid aligns with cumulative TSR and net income trends, and cumulative TSR exceeded the OSX index peers over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Energy (predecessor) | Chief Financial Officer | Apr 2012–IPO | Led finance through IPO; later CFO of Liberty Energy |
| Liberty Energy | Director | Dec 2016–Jan 2018 | Served on Board prior to IPO, then resigned upon IPO completion |
| Liberty Energy | Chief Financial Officer; Treasurer | Dec 2016–present; Mar 2018–present | Senior financial leadership and capital deployment oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TAS Energy Inc. | Chief Financial Officer | 2009–2012 | Raised equity from notable investors (Kleiner Perkins, Element Partners, NGP, Credit Suisse) |
| Pinnacle Technologies | Chief Financial Officer | 1997–2009 | Long-tenured CFO in oilfield services technology |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Non-Equity Incentive ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 463,038 (note: extra pay period) | 138.3% | 124,200 | 621,466 | 1,718,213 | 22,486 | 2,949,403 |
| 2023 | 424,923 | — | 174,000 | 625,530 | 1,609,575 | 20,800 | 2,854,828 |
| 2022 | 408,000 | — | 200,000 | 750,515 | 1,526,949 | 18,300 | 2,903,764 |
| 2024 Base Salary Policy | Value |
|---|---|
| Annualized base salary; 5% increase vs 2023 | $449,000; +5% |
Performance Compensation
| 2024 Annual Incentive Metric | Weight | Threshold | Target | Maximum | Actual Performance | Payout of Metric |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax EPS | 25% | $1.05 | $3.23 | $5.42 | $2.40 | 80.9% |
| Adjusted ROCE | 25% | 9% | 27% | 42% | 19.6% | 79.6% |
| Comparative ROCE | 30% | Matrix-based | Matrix-based | Matrix-based | Rank 1 of 10 | 200% |
| Discretionary | 20% | N/A | N/A | N/A | 20% | 100% |
| 2024 Individual Annual Incentive Outcome | Target % of Salary | Target ($) | Achievement (% of Target) | Actual Payout ($) |
|---|---|---|---|---|
| Michael Stock (CFO) | 138.3% | 621,000 | 120.1% | 745,666 |
| Long-Term Incentive (2024 grants to Michael Stock) | Grant Date | Instrument | Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time-based RSUs | 1/22/2024 | RSU | 49,602 | 1/3 each on Apr 1, 2025/2026/2027 | 859,107 |
| Performance-based RSUs (target) | 1/22/2024 | PSU (Comparative ROCE) | Target 49,602; Threshold 24,801; Max 99,204 | Cliff on Apr 1, 2027, performance-based | 859,107 |
| PSU Performance History (2022 grant vesting Apr 1, 2025) | Year | Company Adjusted ROCE | Peer Rank | 3-Year Average Rank | PSU Payout |
|---|---|---|---|---|---|
| Cycle covering 2022–2024 | 2022 / 2023 / 2024 | 34.0% / 42.9% / 22.7% | 3 / 1 / 1 of 10 | 1 of 10 | 200% of target |
| 2024 Stock Vested (value realized) | Shares | Value ($) |
|---|---|---|
| Michael Stock | 175,217 | 3,674,299 (at $20.97 close on 4/1/2024) |
Equity Ownership & Alignment
| Beneficial Ownership (as of Feb 19, 2025) | Shares | % of Outstanding |
|---|---|---|
| Michael Stock | 748,326 | <1% (approx. 0.46% based on 162,336,099 shares) |
| Outstanding Unvested Awards (12/31/2024) | Type | Units | Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Time-based RSUs (2022 grant) | RSU | 20,557 | 408,879 (at $19.89) | Vests Apr 1, 2025 |
| Time-based RSUs (2023 grant) | RSU | 34,305 | 682,326 (at $19.89) | 50% Apr 1, 2025; 50% Apr 1, 2026 |
| Time-based RSUs (2024 grant) | RSU | 49,602 | 986,584 (at $19.89) | 1/3 Apr 1, 2025/2026/2027 |
| Performance-based RSUs (2022 grant at max) | PSU | 123,340 | 2,453,233 (at $19.89) | Cliff Apr 1, 2025 (Comparative ROCE) |
| Performance-based RSUs (2023 grant at max) | PSU | 102,914 | 2,046,959 (at $19.89) | Cliff Apr 1, 2026 (Comparative ROCE) |
| Performance-based RSUs (2024 grant at max) | PSU | 99,204 | 1,973,168 (at $19.89) | Cliff Apr 1, 2027 (Comparative ROCE) |
- Ownership guidelines: executives must hold shares equal to 2x base salary within five years; as of the record date, all executives (including Stock) were in compliance even without transition period benefit .
- Anti-hedging/pledging: hedging and pledging of company securities are prohibited, with only short-term exceptions requiring Audit Committee approval; derivatives are prohibited .
- Options: none outstanding or granted under LTIP; equity mix is RSUs/PSUs only .
Employment Terms
| Term | Detail |
|---|---|
| Employment start (CFO) | December 2016; Treasurer since March 2018 |
| Employment agreement | No employment, severance, or change-in-control agreement for Stock; CIC agreements exist only for Elliott and Gosney |
| Change-in-control economics | Company discloses “double-trigger” LTI vesting upon change of control as a compensation best practice; formal CIC cash severance applies to Elliott/Gosney, not Stock |
| Death/Disability | RSUs accelerate 100%; PSUs remain eligible based on performance; Stock’s equity award acceleration estimated at $8,551,149 as of 12/31/2024 |
| Clawback/Recovery | Incentive-based compensation subject to a three-year clawback upon financial restatement; LTIP and awards are subject to clawback policies |
| Perquisites | Limited perquisites; no car allowances |
| 401(k) | Company matching at $1-for-$1 up to 6% of salary, subject to Code limits |
| Tax gross-ups | No excise tax gross-ups (compensation best practices) |
Compensation Structure Analysis
- Mix and at-risk pay: For 2024, the majority of NEO compensation is variable; average for non-CEO NEOs is ~81% variable, reflecting strong pay-for-performance emphasis .
- Metric rigor and outcomes: 2024 Adjusted ROCE and Comparative ROCE drove significant payouts; Comparative ROCE at 1 of 10 yielded 200% of target, while EPS/ROCE landed near 80% achievement, suggesting balanced calibration across growth and capital efficiency .
- Equity instrument choice: Company favors RSUs/PSUs over options due to lower dilution and clearer alignment; options are not granted under LTIP .
- Say-on-pay: 2024 approval nearly 95%, indicating broad shareholder support for the compensation program .
Risk Indicators & Red Flags
- Hedging/pledging ban reduces misalignment risk; exceptions require Audit Committee approval .
- No individual CIC cash severance for Stock mitigates parachute risk; equity acceleration occurs only under plan conditions (e.g., death/disability; PSUs depend on performance) .
- No options repricing; no supplemental retirement plans; clawback policy in place (lower governance risk) .
Equity Ownership & Alignment – Near-Term Vesting Pressure
- Within 60 days of Feb 19, 2025, beneficial ownership footnotes indicate Stock will receive 54,243 time-based RSUs and 123,340 PSUs upon vesting, coinciding with April 1, 2025 schedules; prior-year vesting involved significant value realization and share withholding for taxes, which can create short-term supply dynamics .
Expertise & Qualifications
- Deep CFO experience across oilfield services and energy technology, with demonstrated capital raising and financial leadership at TAS Energy and Pinnacle Technologies .
Investment Implications
- Alignment: High share ownership, strict anti-hedging/pledging, and 2x salary ownership guidelines (met) support strong alignment with shareholders; pay mix is predominantly variable and tied to EPS/ROCE metrics .
- Execution signaling: 2024 ROCE rank of 1/10 and 200% PSU payout for the 2022 grant indicate superior capital efficiency vs peers, supporting confidence in financial discipline under Stock’s stewardship .
- Trading signals: April 1, 2025 vesting of significant RSU/PSU tranches (time-based and 200% PSU payout) may lead to tax-related share withholding or sales, creating short-term supply; monitor Form 4s around vest dates for disposition signals .
- Retention risk: Absence of a CIC cash severance agreement for Stock is offset by substantial unvested equity; near-term PSU vesting at max reduces immediate retention risk, but future grant cadence should be watched as market conditions evolve .