William Kimble

About William F. Kimble

William F. Kimble, age 65, is Liberty Energy’s independent, non‑executive Chairman of the Board (since February 3, 2025) and has served as a director since Liberty’s 2018 IPO; he previously served as Lead Director (October 2018–February 2025) . A career public accountant, he spent 1986–2015 at KPMG in senior leadership roles, including Office Managing Partner (Atlanta), Managing Partner (Southeast U.S.), Global Chairman of Industrial Markets, Energy Sector Leader, and Executive Director of KPMG’s Global Energy Institute . He holds a Bachelor of Accounting and Business Administration from Southern Methodist University and is designated by the Board as an Audit Committee “financial expert” . The Board has determined he is independent under NYSE standards and for Audit Committee service .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee Chair; Nominating & Governance Committee Member; also serves as Non‑Executive Chairman of the Board .
• Independence: Board determined Kimble is independent under NYSE rules, including for Audit Committee service .
• Board leadership: CEO and Chair roles separated in Feb 2025; as non‑exec Chair, Kimble presides at executive sessions of non‑management directors and leads the Board’s oversight of management and risk .
• Meeting cadence and attendance (2024): Board met 5 times; Audit 7; Compensation 4; Nominating & Governance 3; each director attended at least 75% of Board and applicable committee meetings .

Fixed Compensation (Director)

Notes:

• Directors may elect equity RSUs ($175,000 grant date value), $100,000 additional cash, or a $100,000 charitable contribution in lieu of the annual equity, elected annually; cash/charity alternatives are paid quarterly; RSUs vest over 12 months .

Performance Compensation (Director Equity)

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and accounting expertise; designated “audit committee financial expert” by LBRT’s Board .
• Extensive public accounting and energy sector leadership experience at KPMG, including Global Energy Institute leadership and Energy Sector Leader (10 years) .
• Corporate governance and risk oversight: as non‑exec Chair and Audit Chair, responsibilities include oversight of financial reporting, internal controls, IT/cybersecurity risk, and auditor independence .
• Education: Bachelor of Accounting and Business Administration, Southern Methodist University .
• Independence: Affirmed under NYSE rules and Exchange Act Rule 10A‑3 standards for Audit Committee .

Equity Ownership

Governance Assessment

• Strengths
  • Independent non‑executive Chairman with deep audit expertise; designated audit committee financial expert; leads executive sessions of independent directors .
  • Audit Chair overseeing financial reporting, auditor independence, and cybersecurity risk; Board affirms annual auditor independence communications and oversight .
  • Strong stockholder‑friendly governance changes proposed for 2025: declassify the Board, remove supermajority voting, adopt DGCL officer exculpation, and elect to be governed by DGCL §203; signals responsiveness to investor preferences .
  • Clear director stock ownership guidelines; anti‑hedging/pledging policy enhances alignment and reduces risk .
  • 2024 Say‑on‑Pay support “nearly 95%” indicates strong investor confidence in compensation governance .
• Watch items
  • Dual responsibilities as non‑executive Board Chair and Audit Committee Chair centralize significant oversight in one director; while permissible and independent, some investors prefer distributing these leadership roles .
  • External board commitment at Northern Oil and Gas adds time demands; however, LBRT reports each director met at least 75% attendance in 2024; Board held 5 meetings, Audit 7, Nominating 3 .
• Conflicts/related‑party exposure
  • No related‑party transactions disclosed involving Kimble; 2024/2025 related‑party items relate to a Foundation associated with the former CEO and consulting with Veriten (Murti’s firm) .

Director Compensation (2024 Actuals – Kimble)

2024 program elements included base retainer ($100,000), Audit Chair ($20,000), Nominating & Governance member ($5,000), Lead Director ($20,000), and an annual equity election (default $175,000 RSUs, or $100,000 cash, or $100,000 charitable donation) with 12‑month vesting; effective Jan 1, 2025, the independent Chair receives an additional $60,000 cash retainer and $75,000 RSUs .

Committee Assignments (current)

Attendance & Engagement (2024)

Related‑Party Transactions and Policies

• Review/approval: Audit Committee reviews and approves related‑party transactions >$120,000; policy requires arm’s‑length terms and disclosure .
• 2024/2025 disclosures: Company charitable support and services agreement with a Foundation associated with former CEO; consulting relationship with Veriten (Murti’s firm); none implicate Kimble .

Summary Signal for Investors

• Kimble brings strong audit and governance credentials, independence, and continuity to the Board, now as non‑executive Chair and Audit Chair . The Board’s 2025 governance proposals (declassification, majority voting, §203 election, officer exculpation) are shareholder‑friendly and should enhance accountability . The combination of Chair and Audit Chair roles warrants monitoring for workload/concentration, but attendance and committee activity were robust in 2024 . Director equity alignment and anti‑hedging/pledging policies are positive; no Kimble‑specific related‑party concerns were disclosed .