ATLAS ENERGY SOLUTIONS INC (AESI)

Sector: Energy

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2026 Annual Meeting Analysis

ATLAS ENERGY SOLUTIONS INC · Meeting: May 7, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

0

Directors AGAINST

2

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Class III Directors

/2 AGAINST

Against Analysis

✗ AGAINST
Gayle Burleson3-year TSR trigger: AESI -5.5% absolute 3yr TSR vs peer median +47.0% — gap of -52.5pp exceeds 20pp threshold for negative absolute TSR; 5-year TSR does not mitigate: AESI -10.8% absolute vs peer median +76.1% — gap of -86.9pp exceeds 20pp thresholddirector tenure since March 2023 overlaps substantially with underperformance period

Ms. Burleson has served since March 2023, meaning her tenure fully covers the 3-year period during which AESI's stock fell roughly 5.5% while the company's own peer group gained about 47% on average — a gap of more than 52 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the 5-year record is similarly poor (-10.8% vs peers +76.1%), so the longer track record does not offset the 3-year underperformance.

✗ AGAINST
Robb L. Voyles3-year TSR trigger: AESI -5.5% absolute 3yr TSR vs peer median +47.0% — gap of -52.5pp exceeds 20pp threshold for negative absolute TSR; 5-year TSR does not mitigate: AESI -10.8% absolute vs peer median +76.1% — gap of -86.9pp exceeds 20pp thresholddirector tenure since March 2023 overlaps substantially with underperformance period

Mr. Voyles has served since March 2023, meaning his tenure fully covers the 3-year period during which AESI's stock fell roughly 5.5% while the company's own peer group gained about 47% on average — a gap of more than 52 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the 5-year record is similarly poor (-10.8% vs peers +76.1%), so the longer track record does not offset the 3-year underperformance.

For Analysis

Both Class III director nominees — Gayle Burleson and Robb L. Voyles — joined the board in March 2023 and have served throughout the entire period of severe stock underperformance. AESI's stock has lost about 5.5% over three years while the company's disclosed compensation peer group gained roughly 47% on average, a gap of more than 52 percentage points. This easily clears the 20-point threshold that applies when a company's absolute 3-year return is negative. The 5-year picture is equally poor, so the mitigant that would otherwise soften a negative vote does not apply. Both directors receive AGAINST votes.

Say on Pay

✓ FOR

CEO

John Turner

Total Comp

$5,508,018

Prior Support

N/A

CEO John Turner received total reported compensation of about $5.5 million in 2025, which is reasonable for a CEO at a roughly $1.6 billion energy services company and does not appear to be materially above the benchmark for this role, size, and sector. The pay structure is well-designed: the majority of compensation is variable and at-risk, with performance stock awards tied to relative and absolute total shareholder return and return on capital employed over a three-year period, and the annual bonus paid out at only 45% of target reflecting genuinely disappointing financial results (free cash flow came in far below target). The short-term incentive payout was disciplined and the long-term incentive structure includes meaningful performance conditions, a clawback policy is in place, and no red flags were identified in pay mix or governance — so despite the company's poor stock performance, the pay program itself is structured appropriately and the incentive pay was not inflated relative to outcomes.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

9 yrs

Audit Fees

$3,641,570

Non-Audit Fees

$0

Ernst & Young has audited AESI since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; all fees paid in 2025 were for core audit work with zero non-audit fees, meaning there is no independence concern from a conflicting advisory relationship; and there are no disclosed material financial restatements.

Overall Assessment

The 2026 AESI annual meeting features four proposals; the two director nominees both receive AGAINST votes due to severe and sustained stock underperformance — AESI's shares have lost roughly 5.5% over three years while the company's own peer group gained about 47% on average, a gap that triggers the policy threshold and is not offset by the 5-year record. The auditor ratification and say-on-pay proposals both receive FOR votes: Ernst & Young's relationship is clean with no non-audit fees and a manageable tenure, and while the company's stock has performed poorly, CEO pay is reasonably sized and the incentive structure appropriately paid out at only 45% of target given weak financial results.

Filing date: March 27, 2026·Policy v1.2·high confidence

Compensation Peer Group

15 companies disclosed in 2026 proxy filing

AROCArchrock, Inc.
WHDCactus, Inc.
CHXChampionX Corporation
CLBCore Laboratories Inc.
DRQDril-Quip, Inc.
XPROExpro Group Holdings N.V.
HPHelmerich & Payne, Inc.
LBRTLiberty Energy Inc.
NOVNOV, Inc.
OISOil States International, Inc.
PTENPatterson-UTI Energy, Inc.
PUMPProPetro Holding Corp.
WTTRSelect Water Solutions, Inc.
SOISolaris Oilfield Infrastructure, Inc.
WFRDWeatherford International plc