SOLARIS OILFIELD INFRASTRUCTURE IN (SEI)
Sector: Energy
2026 Annual Meeting Analysis
SOLARIS OILFIELD INFRASTRUCTURE IN · Meeting: May 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors
Zartler has served since 2017 as founder and Co-CEO; SEI's 3-year price return of 627.2% far exceeds the ^RUT (Russell 2000) benchmark return of 40.4%, a gap of +586.8 percentage points that comfortably clears the 65-point threshold for a strong-positive TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns apply.
Giesinger is a CPA and former KPMG managing partner serving as Audit Committee Chair and Lead Independent Director since 2017; SEI's outstanding 3-year TSR versus the ^RUT (Russell 2000) means the TSR trigger does not fire; no overboarding, attendance, or independence concerns are present.
Teague brings deep midstream energy operating experience and has served since 2017; SEI's 3-year TSR of 627.2% versus the ^RUT (Russell 2000) return of 40.4% means the TSR trigger does not fire; as Co-CEO of Enterprise Products he holds one outside public board seat, which is within the policy limit for a sitting CEO.
All three Class III nominees — Zartler, Giesinger, and Teague — receive FOR votes. SEI's exceptional 3-year total shareholder return of 627.2% against the ^RUT (Russell 2000) benchmark of 40.4% means the TSR underperformance trigger does not apply to any director. All nominees have relevant industry experience, all directors met the 75% attendance threshold, and no overboarding or independence concerns were identified.
Say on Pay
✓ FORCEO
William A. Zartler
Total Comp
$13,870,354
Prior Support
99%%
The pay program is heavily weighted toward variable, performance-linked compensation — approximately 97% of Zartler's total target pay is variable, well above the 50-60% policy minimum — and includes both time-based restricted stock awards and performance stock awards tied to absolute and relative total shareholder return metrics measured over three years, which are exactly the kind of long-term metrics the policy favors. CEO total compensation of $13.87 million reflects a large performance stock award that was driven by SEI's extraordinary stock performance, which delivered a 3-year return of 627.2% versus the ^RUT (Russell 2000) benchmark of 40.4%, meaning above-benchmark incentive pay is fully justified by shareholder outcomes. The company received 99% support on last year's say-on-pay vote, has a compliant SEC-mandated clawback policy, and the compensation structure contains no red flags such as guaranteed bonuses, uncapped payouts, or time-vesting awards disguised as performance pay.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
11 yrs
Audit Fees
$1,303,875
Non-Audit Fees
$0
BDO USA has served since 2015 (approximately 11 years), well below the 25-year tenure threshold; non-audit fees are zero, so the non-audit ratio trigger does not apply; BDO is a large national firm appropriate for a company of SEI's size and complexity; no material restatements were identified.
Overall Assessment
The 2026 annual meeting of Solaris Energy Infrastructure presents three straightforward proposals: election of three Class III directors, ratification of BDO USA as auditor, and an advisory say-on-pay vote. All proposals receive FOR votes — SEI's exceptional total shareholder return far exceeds the ^RUT (Russell 2000) benchmark, the compensation program is genuinely performance-oriented, and the auditor relationship raises no independence or tenure concerns.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing