Ron Gusek
About Ron Gusek
Ron Gusek, 53, is Chief Executive Officer (since February 3, 2025) and President (since 2016) of Liberty Energy. He previously served as VP of Technology & Development at Liberty’s predecessor (2014–2016), VP Corporate Engineering & Technology at Sanjel (2011–2014), Director of Engineering at Zodiac Exploration (2009–2011), and Canadian Regional Manager at Pinnacle Technologies (2003–2008). He holds a B.Sc. in Mechanical Engineering from the University of Alberta and is recognized for technical leadership in hydraulic fracturing services . Company performance context: 2024 net income of $316.0mm and Adjusted ROCE of 19.6%; cumulative TSR value of an initial $100 investment was $188.06 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Liberty Energy | Chief Executive Officer | 2025–present | Elevated to CEO as part of planned succession; governance strengthened via independent Chair . |
| Liberty Energy | President | 2016–present | Led growth, technology, and operations across cycles . |
| Liberty (predecessor) | VP, Technology & Development | 2014–2016 | Led tech development for frac services . |
| Sanjel Corporation | VP, Corporate Engineering & Technology | 2011–2014 | Oversaw engineering/technology for global OFS provider . |
| Zodiac Exploration | Director of Engineering | 2009–2011 | Led engineering for E&P in California . |
| Pinnacle Technologies | Canadian Regional Manager | 2003–2008 | Managed regional operations in frac diagnostics/services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company directorships or committee roles disclosed in proxy biography . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | 2025 (CEO terms) |
|---|---|---|---|---|
| Base Salary ($) | 443,538 | 469,462 | 512,423 | 603,580 (approved Jan 2025) |
| Notes | — | — | 2024 base set at $497,000; payroll timing led to higher paid salary | CEO package change approved by Comp Committee |
Performance Compensation
Annual Incentive Design (2024 company program)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax EPS | 25% | $1.05 | $3.23 | $5.42 | $2.40 | 80.9% |
| Adjusted ROCE | 25% | 9% | 27% | 42% | 19.6% | 79.6% |
| Comparative ROCE vs peers | 30% | Matrix | Matrix | Matrix | 1 of 10 | 200.0% |
| Discretionary | 20% | N/A | N/A | N/A | 20% | 100% |
- 2024 target incentive levels were increased to better align with 50th percentile (peer median) -.
- ROCE peer set used for the Comparative ROCE metric (unchanged vs 2023): S&P 500, OSX, Halliburton, Oil States, ProPetro, Helmerich & Payne, Patterson-UTI, RPC, Nine Energy Service .
Ron Gusek – Annual Incentive and Grants
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Annual Incentive ($) | — | — | 674,000 (135.6% of base) |
| Actual Annual Incentive Paid ($) | 825,567 | 679,455 | 809,306 (120.1% of target) |
| Discretionary Bonus ($) | 220,000 | 189,000 | 134,800 |
| 2024 LTI Grants (1/22/2024) | Type | Units | Grant-date Fair Value ($) |
|---|---|---|---|
| Time-based RSUs | Time vesting (1/3 each on 4/1/25, 4/1/26, 4/1/27) | 49,602 | 859,107 |
| Performance RSUs (ROCE-based) | 0–200% payout, 3-yr cliff vest (to 4/1/27) | Target 49,602 (Threshold 24,801; Max 99,204) | 859,107 |
2025 CEO package (effective upon Chris Wright’s resignation): target annual cash incentive ≈ $898,160; LTI grant value ≈ $3.019mm (time-based RSUs ratable over 3 years; performance RSUs 3-year cliff based on Comparative ROCE) .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial Ownership | 1,243,979 shares as of Feb 19, 2025 (less than 1%) . Shares outstanding: 162,336,099; implied ownership ≈ 0.77% (1,243,979 / 162,336,099) . |
| Vested vs Unvested | Unvested RSUs at 12/31/2024: Time-based 20,557 (vest 4/1/25), 34,305 (vest 4/1/25 & 4/1/26), 49,602 (vest 4/1/25, 4/1/26, 4/1/27); Performance-based 123,340 (vest 4/1/25), 102,914 (vest 4/1/26), 99,204 (vest 4/1/27) . |
| Market Value of Unvested | Time-based blocks: $408,879; $682,326; $986,584; Perf-based blocks (shown at max per SEC presentation): $2,453,233; $2,046,959; $1,973,168, all at $19.89 close (12/31/2024) . |
| Options | Company does not grant stock options under LTIP; none outstanding . |
| Hedging/Pledging | Prohibited by Insider Trading Policy; any exception requires Audit Committee approval . |
| Ownership Guidelines | CEO guideline = 6x base salary within 5 years of later of becoming executive or 10/18/2022; as of record date, all executive officers and directors (except new appointee Murti) were in compliance . |
Vesting Overhang and Dates (supply considerations)
| Grant Date | Type | Key Vest Dates | Units Scheduled |
|---|---|---|---|
| 1/18/2022 | Time RSUs | 4/1/2025 | 20,557 |
| 1/18/2022 | Performance RSUs | 4/1/2025 (3-yr performance) | 123,340 (presented at max; actual settles per plan) |
| 2/8/2023 | Time RSUs | 4/1/2025; 4/1/2026 | 34,305 (in two equal installments) |
| 1/22/2024 | Time RSUs | 4/1/2025; 4/1/2026; 4/1/2027 | 49,602 (one-third each) |
| 2/8/2023 | Performance RSUs | 4/1/2026 (3-yr performance) | 102,914 (presented at max) |
| 1/22/2024 | Performance RSUs | 4/1/2027 (3-yr performance) | 99,204 (presented at max) |
2024 equity delivered/withheld: Shares acquired on vesting totaled 175,217 for Gusek in 2024; value realized $3,674,299 at $20.97 close on 4/1/2024 (includes shares withheld for taxes) .
Employment Terms
- Contract/CIC: No separate employment, severance, or change-in-control agreement for Gusek; CIC agreements exist only for Elliott and Gosney .
- Equity acceleration: RSUs accelerate 100% upon death or “disability” (performance awards stay outstanding to determine actual performance at period end) . Estimated equity acceleration value for Gusek at 12/31/2024 (stock $19.89): $8,551,149 for death/disability .
- Clawback: Compensation recovery policy allows recoupment of incentive-based comp (annual and LTI) within a 3-year lookback in event of financial restatement .
- Perquisites/Deferred Comp: Limited perqs; no car allowances; no defined benefit pension; no nonqualified deferred comp .
- Hedging/Pledging: Prohibited (see above) .
Board Governance (Director-specific)
- Board Service: Director since 2025; Class II term expires at 2027 annual meeting .
- Independence: Board deems non-employee directors Ayat, Babcock, Dea, Kimble, McDonald, Murti, Norton, Steinbeck as independent; as CEO, Gusek is not independent .
- Committees: Audit (Kimble chair; Ayat, Norton, Steinbeck), Compensation (Dea chair; Babcock, McDonald, Steinbeck), Nominating & Governance (Norton chair; Kimble, Dea) .
- Attendance/Meetings (2024): Board (5), Audit (7), Compensation (4), Nominating & Governance (3); all directors participated ≥75% of meetings of Board/committees of which they were members .
- Leadership structure: Non-executive independent Chair (William F. Kimble) appointed Feb 2025; CEO/Chair roles separated .
- Governance enhancements on ballot (2025): Declassify board (phase to annual elections by 2028), remove supermajority vote requirements, officer exculpation, adopt DGCL §203, and misc charter clean-ups tied to prior sponsor provisions .
Multi‑Year Compensation (NEO table values for Ron Gusek)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 512,423 | 134,800 | 1,718,213 | 674,506 | 22,597 | 3,062,538 |
| 2023 | 469,462 | 189,000 | 1,609,575 | 679,455 | 20,800 | 2,968,292 |
| 2022 | 443,538 | 220,000 | 1,526,949 | 825,567 | 18,300 | 3,034,354 |
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($mm) | 4,149.2* | 4,747.9* | 4,315.2* |
| EBITDA ($mm) | 820.2* | 1,177.2* | 889.2* |
| EBITDA Margin (%) | 19.77%* | 24.79%* | 20.61%* |
| Net Income ($mm) | 399.6* | 556.3* | 316.0* |
| Notes | Values retrieved from S&P Global. | Values retrieved from S&P Global. | Net Income figure aligns with proxy “Pay vs Performance” table . |
- Pay vs Performance: Adjusted ROCE was 34.0% (2022), 42.9% (2023), 19.6% (2024); cumulative TSR value of $100 was $147.11 (2022), $169.06 (2023), $188.06 (2024) .
Compensation Structure Analysis (alignment, risk, peer benchmarking)
- Market positioning: Total compensation targeted around the 50th percentile of a defined OFS/industrial peer set (NOV, Flowserve, Weatherford, Gates, ChampionX, Oceaneering, Valaris, Helmerich & Payne, Patterson-UTI, Cactus) .
- Mix and metrics: High variable mix (81%+ for NEOs; ~88% for CEO) with annual metrics focused on Adjusted Pre-tax EPS, ROCE, and Comparative ROCE; LTI split between time RSUs and ROCE-based PSUs with 0–200% payout and 3-year horizons .
- Strong governance features: Double-trigger LTI vesting upon change of control; no tax gross-ups; ban on repricing; ban on hedging/pledging; stock ownership guidelines .
- Shareholder support: 2024 Say-on-Pay approval nearly 95% ; board recommends annual Say-on-Pay frequency (1 year) in 2025 .
- Consultant and committee: Compensation Committee (Dea chair; all independent) engaged NFP then CBIZ in 2024; no conflicts identified .
Vesting Schedules and Insider Selling Pressure
- Near-term supply: Significant 4/1/2025 vesting from 2022 grants (20,557 time-based; 123,340 performance-based at “max” presentation) plus scheduled tranches from 2023 and 2024 time-based grants; potential selling pressure depends on tax withholding/10b5‑1 plans .
- 2024 realized value on vesting: $3.67mm with 175,217 shares delivered before tax withholding; tax-related share withholding is typical in RSU settlements .
Equity Ownership, Pledging, and Guidelines
- Beneficial ownership ≈0.77%; no options outstanding; RSU-heavy exposure aligns with shareholder outcomes .
- Hedging/pledging prohibited; CEO ownership guideline = 6x base; executives were in compliance as of the record date .
Board Service History, Committees, and Dual-Role Implications
- Director since 2025 (Class II; term ends 2027); not listed on Board committees (committees are independent heavy) .
- Independence: As CEO, not independent; mitigated by independent non-executive Chair (Kimble), executive sessions, and strong committee independence .
Compensation Peer Group (benchmarking)
- Peer group used for compensation benchmarking in 2024: NOV; Flowserve; Weatherford; Gates Industrial; ChampionX; Oceaneering; Valaris; Helmerich & Payne; Patterson-UTI; Cactus .
- Target percentile: Generally the 50th percentile for total compensation (base + incentives) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay support ≈95% .
- 2025 Say-on-Pay frequency recommendation: 1 year .
Compensation Committee Analysis
- Members: Peter A. Dea (Chair), Ken Babcock, James R. McDonald, Cary D. Steinbeck; all independent .
- Consultant: NFP to April 2024; CBIZ thereafter; no conflicts under SEC/NYSE independence criteria .
- Oversight: Administers incentive plans, clawback policy, ownership guidelines .
Related Party Transactions and Red Flags
- No related party transactions disclosed involving Gusek specifically in 2024; broader related-party items (e.g., Franklin Mountain, Veriten, Liberty Resources) handled under Audit Committee policy .
- Red-flag mitigants: No tax gross-ups; no option repricing; clawback policy; hedging/pledging ban; double-trigger CoC vesting; ongoing board declassification and removal of supermajority votes on ballot .
Investment Implications
- Alignment: High at-risk pay (cash incentive + ROCE-based PSUs) and ownership guideline (6x base) support alignment; hedging/pledging ban reduces misalignment risk .
- Retention and pressure: Large RSU overhang through 2027 (notably 4/1/2025) can create episodic selling/withholding flows; absence of a personal CIC agreement suggests retention relies on ongoing equity value and role-based comp rather than contractual severance .
- Performance link: Incentives anchored to ROCE and relative ROCE (1 of 10 rank in 2024 metric calculation), reinforcing capital efficiency discipline; company-level TSR and ROCE trends support pay-for-performance linkage .
- Governance: Independent Chair, declassification, removal of supermajority thresholds, and DGCL §203 adoption collectively lower governance risk and sharpen accountability .
Notes: Asterisks (*) denote values retrieved from S&P Global.