Simon Ayat
About Simon Ayat
Simon Ayat, age 70, has served as an independent director of Liberty Energy Inc. since 2020; he is a former Executive Vice President and Chief Financial Officer of Schlumberger (SLB) and currently serves on Tenaris S.A.’s board and audit committee, bringing deep corporate finance, oilfield services, and governance expertise . The Board affirmatively determined he is independent under NYSE rules and Exchange Act Section 10A-3, and he serves on Liberty’s Audit Committee; he has no disclosed family relationships with officers or directors .
Past Roles
| Organization | Role | Tenure | Locations/Responsibilities |
|---|---|---|---|
| Schlumberger (SLB) | Executive Vice President & Chief Financial Officer | Mar 2007 – Jan 2020 | Global finance leadership; prior roles included group treasurer, controller, Geomarket Manager (Indonesia), drilling regional VP (Asia Pacific); assignments in Paris, Houston, Dallas, Middle East, Far East |
| Schlumberger (SLB) | Senior Strategic Advisor to CEO | Jan 2020 – Jan 2022 | Strategic advisory to CEO |
External Roles
| Organization | Role | Committees/Position | Notes |
|---|---|---|---|
| Tenaris S.A. | Director | Audit Committee member | Manufacturer of pipes/services for energy and industrial applications |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by William F. Kimble; other members are Gale A. Norton and Cary D. Steinbeck; all members are independent and financially literate; Kimble qualifies as audit committee financial expert .
- Audit Committee scope: oversight of financial statements, legal/regulatory compliance, external auditor independence/performance, internal audit effectiveness, and IT/cybersecurity risk; committee charter available on company website .
- Meeting cadence and attendance: 2024 regular meetings—Board 5, Audit 7, Compensation 4, Nominating & Governance 3; each director participated in at least 75% of meetings of the Board and their committees; independent directors hold executive sessions at each Board meeting .
- Independence: Ayat and all non-employee directors (Babcock, Dea, Kimble, McDonald, Murti, Steinbeck, Norton) are independent under NYSE rules and Exchange Act Section 10A-3 .
- Governance modernization: 2025 proxy proposes declassifying the Board and removing 66 2/3% supermajority requirements—signals enhanced shareholder rights and accountability .
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 110,000 | Includes base retainer and committee membership fees |
| Stock Awards (Grant-Date Fair Value) | 168,688 | RSUs under LTIP; aggregate grant-date fair value (ASC 718) |
| Total | 278,688 | Sum of cash and equity |
- Non-employee director program (2024): annual cash retainer $100,000; Audit Committee member $10,000 (chair $20,000); Compensation Committee member $7,500 (chair $15,000); Nominating & Governance Committee member $5,000 (chair $10,000); Lead Director +$20,000 .
- Annual equity election: either (a) RSUs with target grant-date value $175,000, vesting over 12 months, granted Jan 2 using 30-day average price to determine units; or (b) $100,000 cash; or (c) $100,000 charitable donation to a qualified 501(c)(3) .
- Program updates: effective Jan 1, 2025, non-executive Chairman receives $60,000 cash retainer and $75,000 RSUs (same terms), aligning with market practice for independent chairs .
Performance Compensation
| Item | Terms |
|---|---|
| Director equity award type | RSUs (annual grant) |
| Grant timing | Automatically on January 2 of each year |
| Grant value basis | Target $175,000 grant-date value; number of units set using 30-day average closing price |
| Vesting | 12-month vesting period, unless otherwise determined by Board |
| Unvested RSUs held (12/31/2024) | 9,289 RSUs (Ayat) |
Note: Director equity awards are time-based; no performance metrics disclosed for director RSUs (company’s performance-based RSU metrics (ROCE peer group) apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Sector/Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Tenaris S.A. | Energy equipment (pipes/services) | No related-party transactions with Tenaris disclosed by Liberty; Ayat’s initial Liberty nomination came via SLB under a stockholders agreement that is no longer in effect; independence affirmed . |
Expertise & Qualifications
- Core skills per Liberty matrix include: Corporate Finance/Capital Markets; Senior Management Experience (CEO/CFO); Oilfield Services; M&A; Legal/Regulatory; Corporate Governance; ESG; HR/Compensation; Investor Relations; Risk Management .
- Board values diverse perspectives; overall Board skills matrix highlights Ayat’s finance, operations, risk management, and governance capabilities contributing to effective oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares (Class A) | 35,011; less than 1.0% of shares outstanding |
| Unvested RSUs (as of 12/31/2024) | 9,289 |
| Stock ownership guidelines (directors) | 5x annual Board cash retainer within five years of later of start date or Oct 18, 2022; RSUs (including target PSUs) count toward compliance |
| Compliance status | All executive officers and directors (except newly appointed Murti) were in compliance as of the Record Date |
Governance Assessment
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Board effectiveness: Ayat is a seasoned former CFO with global oilfield services experience, adding financial rigor and industry insight to the Audit Committee; independence and >75% attendance support credibility and engagement .
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Compensation alignment: Director pay mixes cash retainers with modest RSU grants on 12-month vesting; ownership guidelines at 5x retainer and disclosed compliance indicate strong alignment with shareholders .
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Audit oversight: Active Audit Committee with clear mandate across financial integrity, auditor independence, internal audit, and cybersecurity risk; 2024 audited financials recommended for inclusion in the 10-K, evidencing functioning oversight .
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Shareholder rights signal: 2025 proposals to declassify the Board and remove supermajority provisions are positive governance signals likely to improve investor confidence and accountability .
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Potential conflicts and related-party exposure: No related-party transactions disclosed involving Ayat; broader board RPTs include Franklin Mountain (director Robertson’s company), family employment (Tim Babcock), and the Bettering Human Lives Foundation arrangements; all are subject to an Audit Committee-reviewed policy and disclosed; monitor ongoing independence and transaction terms .
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RED FLAGS (monitor):
- Board-level related party transactions (e.g., Franklin Mountain services and family employment) exist though none involve Ayat directly; continued oversight of arm’s-length terms is prudent .
- Prior nomination linkage to SLB no longer in effect, but given SLB ties of another director (McDonald), continued vigilance on potential information flow or perceived influence is warranted; independence has been reaffirmed .