DEF 14A of Diamondback Energy, Inc., Apr 25, 2024

DEF 14A of Diamondback Energy, Inc.

Filed Apr 25, 2024 · FY20230001308179-24-000579

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | Committee Memberships | | | | | | Nominee | Age | Director Since | Independent | Audit | Compensation | Nominating and Corporate Governance | Safety, Sustainability and Corporate Responsibility | Other Current Public Boards | | Vincent K. Brooks | 65 | 2020 | | | | | | 2 | | David L. Houston | 71 | 2012 | | | | | | 0 | | Rebecca A. Klein | 59 | 2022 | | | | | | 2 | | Stephanie K. Mains | 56 | 2020 | | | | | | 2 | | Mark L. Plaumann | 68 | 2012 | | | | | | 0 | | Travis D. Stice* | 62 | 2012 | | | | | | 1 | | Melanie M. Trent** | 59 | 2018 | | | | | | 2 | | Frank D. Tsuru | 64 | 2022 | | | | | | 0 | | Steven E. West | 63 | 2011 | | | | | | 1 |

  3. Director Nominees

    | | Chairperson* | Chairman of the Board** | Lead Independent Director |

  4. Compensation Highlights

    | (1) Each of these pay mix illustrations consist of the annual base salary, annual incentive bonus paid and the grant date fair value of the performance-based and time-based stock awards granted in 2023. These pay mix illustrations exclude amounts listed in the column titled “All Other Compensation” in the Summary Compensation Table set forth on page 65. |

  5. About Director Nominees

    About Director Nominees Members of our board of directors are elected annually. In the event any nominee should be unavailable to serve at the time of the meeting, the proxies may be voted for a substitute nominee selected by the board. Biographical information with respect to each of the nine director nominees, together with a list of competencies that contributed to the conclusion that such person should serve as a director, are presented below. An overview of the core competencies of each director nominee is featured in a skills matrix on page 6. Ages are as of April 11, 2024.

  6. About Director Nominees

    | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE NINE NOMINEES FOR DIRECTOR LISTED BELOW. |

  7. About Director Nominees

    | Age: 62 Director since: 2012 Other Current Public Company Directorships: • Viper Energy, Inc. | TRAVIS D. STICE, CHAIRMAN OF THE BOARD Skills and Qualifications: • Industry Background • M&A/Finance/Capital Markets • Environmental, Health, Safety & Sustainability • Executive Experience • Executive Compensation • Risk Management Mr. Stice has served as our Chairman of the Board since February 2022, as our Chief Executive Officer since January 2012 and as a director of Diamondback since November 2012. Mr. Stice has also served as the Chief Executive Officer and as a director of the general partner of Viper Energy Partners LP (Nasdaq: VNOM), our publicly traded subsidiary, since February 2014 and as the Chief Executive Officer and as a director of the general partner of Rattler Midstream LP, which was acquired by Diamondback in a merger in August 2022 and is no longer publicly traded, since July 2018. Prior to these positions with Diamondback and the general partners of Viper and Rattler, he served as our President and Chief Operating Officer from April 2011 to January 2012. From November 2010 to April 2011, Mr. Stice served as a Production Manager of Apache Corporation, an oil and gas exploration company. He served as a Vice President of Laredo Petroleum Holdings, Inc., an oil and gas exploration and production company, from September 2008 to September 2010 and as a Development Manager of ConocoPhillips/Burlington Resources Mid Continent Business Unit, an oil and gas exploration company, from April 2006 until August 2008. Prior to that, Mr. Stice held a series of positions of increasing responsibilities at Burlington Resources until that company was acquired by ConocoPhillips in March 2006. He started his career with Mobil Oil in 1985. Mr. Stice has 37 years of industry experience and over 28 years of management experience. Mr. Stice graduated from Texas A&M University with a Bachelor of Science degree in Petroleum Engineering. Mr. Stice is a registered engineer in the State of Texas, and is a 37-year member of the Society of Petroleum Engineers. He also serves on industry boards for the American Exploration and Production Council, the American Petroleum Institute, the Domestic Energy Producers Alliance, the Permian Strategic Partnership, the Texas A&M Petroleum Engineering Advisory Board and the All-American Wildcatters. Additionally, he is on the board of the Dynamic Catholic Institute and on local community boards for the Permian Basin Medical Center and the Midland College Foundation. We believe that Mr. Stice’s leadership within the Company, his management experience and his knowledge of the critical internal and external challenges facing the Company and the oil and natural gas industry as a whole qualify him for service on our board of directors. |

  8. About Director Nominees

    | Age: 65 Director since: 2020 INDEPENDENT Committees: • Audit • Nominating and Corporate Governance • Safety, Sustainability and Corporate Responsibility Other Current Public Company Directorships: • Jacobs Engineering Group Inc. • Verisk Analytics, Inc. | VINCENT K. BROOKS Skills and Qualifications: • Corporate Governance • Government, Legal & Regulatory • Environmental, Health, Safety & Sustainability • Executive Experience • Executive Compensation • Risk Management • Congressional Engagement/National Security • Cyber Defense and Protection/Information Systems Vincent “Vince” Brooks has served as a director of Diamondback since April 2020. He is a career Army officer who served in the U.S. Army for over 42 years, retiring from active duty in 2019 as a four-star general. General Brooks spent his final seventeen years as a general officer and in nearly all those years in command of large, complex military organizations in challenging situations. Most recently, from 2016 until his retirement, he was the commander of all Korean and United States forces in the Republic of Korea. In the two positions prior to Korea he served as the commander of all United States Army forces throughout the Indo-Asia Pacific region from 2013 to 2016 during the strategic rebalancing to Asia, and as the commander of all United States Army forces in the Middle East and Central Asia from 2011 to 2013 during the reduction of forces in Iraq and the buildup of forces in Afghanistan, as well as the phenomenon known as “the Arab Spring.” During his tenure in the Army, he gained uncommon experience in leading through complex, ambiguous situations with significant national security interests and risks at stake. He handled crisis management, public communications, risk management and mitigation, budgetary assessment, leadership and management, international relations and interactions, cyber defense and protection, congressional engagement and strategic planning. Since 2020, General Brooks has also served as a director and a member of the compensation committee and nominating and corporate governance committee of Jacobs Solutions, Inc. (NYSE: J); and as a director and member of the nominating and corporate governance committee, the compensation and talent management committee and the risk committee (and previously on Audit Committee) of Verisk Analytics (Nasdaq: VRSK). General Brooks has also served as Vice Chair of the board of the not for profit Gary Sinise Foundation since March 2019 and as Chair of the board and President of the Korea Defense Veterans Association since February 2020 to February 2023. General Brooks is also a visiting Senior Fellow at Harvard Kennedy School’s Belfer Center for Science and International Affairs, a Distinguished Fellow at the University of Texas with both the Clements Center for National Security and the Strauss Center for International Security and Law, and the President of VKB Solutions LLC. General Brooks holds a Bachelor of Science in Engineering from the U.S. Military Academy at West Point, a Master of Military Art and Science from the U.S. Army School of Advanced Military Studies and holds an honorary Doctor of Laws from the New England School of Law and an honorary Doctor of Humanities from New England Law | Boston. He is a Certified Corporate Director by the National Association of Corporate Directors (NACD) and is NACD Certified in Cyber Security Oversight. We believe that General Brooks’ strong leadership skills, together with his knowledge of policy, strategy and his diverse background qualifies him for service on our board of directors. |

  9. About Director Nominees

    | Age: 71 Director since: 2012 INDEPENDENT Committees: • Audit • Compensation • Nominating and Corporate Governance • Safety, Sustainability and Corporate Responsibility | DAVID L. HOUSTON Skills and Qualifications: • Corporate Governance • M&A/Finance/Capital Markets • Financial Reporting/Accounting Experience • Industry Background • Executive Experience • Executive Compensation • Risk Management • Environment, Health, Safety & Sustainability Mr. Houston has served as a director of the Company since October 2012. Since 1991, Mr. Houston has been the principal of Houston Financial, a firm providing wealth management services with a focus on the energy sector. Since 2000, Mr. Houston has managed a mineral trust with approximately 9,200 net acres in Oklahoma, Texas, Kansas and New Mexico, which includes responsibility for leasing and production matters. Mr. Houston served on the board of directors as the Chairman of the Board and a member of the executive committee of Deaconess Hospital, Oklahoma City, Oklahoma, from January 1993 until December 2008 and was involved in negotiating a merger for the hospital. Mr. Houston served as a director of Gulfport Energy Corporation, or Gulfport, from July 1998, and as Chairman of its Board from June 2013, in each case, until June 2020. Mr. Houston also served on Gulfport’s nominating and governance, audit and compensation committees. He served as a director of Bronco Drilling Company from May 2005 until December 2010 and was a member of its audit committee. Mr. Houston received a Bachelor of Science degree in business from Oklahoma State University and a graduate degree in banking from Louisiana State University. He is the Chairman of the Oklahoma State University Foundation and was recognized as a Top 100 Graduate of the Last 100 Years by the Oklahoma State University College of Business. In 2020, Mr. Houston was recognized as a Significant Sig by the Sigma Chi fraternity. We believe that Mr. Houston’s financial background and his executive management experience qualify him for service on our board of directors. |

  10. About Director Nominees

    | Age: 59 Director since: 2022 INDEPENDENT Committees: • Safety, Sustainability and Corporate Responsibility Other Current Public Company Directorships: • Avista Corporation • SJW Group | REBECCA A. KLEIN Skills and Qualifications: • Government, Legal & Regulatory • Environmental, Health, Safety & Sustainability • Congressional Engagement/National Security • Cyber Defense and Protection/Information Systems • Executive Experience • Executive Compensation • Risk Management Ms. Klein has served as director of the Company since July 2022. Ms. Klein is currently the Principal of Klein Energy, LLC, an energy consulting company based in Austin, Texas. Over the last 25 years, she has worked in Washington, D.C. and in Texas in the energy, telecommunications, and national security arenas. Ms. Klein’s professional experience also includes service with KPMG Consulting (now Deloitte) where she headed the development of the company’s Office of Government Affairs and Industry Relations in Washington, D.C. She also served as a Senior Fellow with Georgetown University’s McDonough School of Business. Ms. Klein was the Chairman of the Public Utility Commission of Texas. She has served as chair of the board of the Lower Colorado River Authority, a public power utility owning generation, transmission, and water services across the central Texas area. In addition, she sits on the boards of Avista Corporation (NYSE: AVA), a publicly traded utility in the Pacific Northwest and SJW Group (NYSE: SJW), a publicly traded water company which operates in California, Texas, Connecticut, and Maine. She is also an independent advisor to Riverbend X, LP, an affiliate of Riverbend Energy Group focused on making energy transition related investments. She is also the Founder and a director of the Texas Energy Poverty Research Institute. She earned a Juris Doctor from St. Mary’s University School of Law in San Antonio, Texas. Ms. Klein also holds a Master of Arts in National Security Studies from Georgetown University, a Bachelor of Arts in Human Biology from Stanford University, and a Master of Business Administration from MIT. Ms. Klein is a retired Lieutenant Colonel with the U.S. Air Force Reserve. She is a member of the State Bar of Texas. We believe that Ms. Klein’s strong executive management experience, knowledge of the energy, renewables and public utility industries, diverse background, public policy and regulatory experience and service on boards of other public companies qualifies her for service on our board of directors. |

  11. About Director Nominees

    | Age: 56 Director since: 2020 INDEPENDENT Committees: • Audit • Compensation Other Current Public Company Directorships: • Gates Industrial Corporation plc • LCI Industries | STEPHANIE K. MAINS Skills and Qualifications: • Corporate Governance • M&A/Finance/Capital Markets • Financial Reporting Experience • Environmental, Health, Safety & Sustainability • Industry Background • Executive Experience • Executive Compensation • Risk Management • Cyber Defense and Protection/Information Systems Ms. Mains has served as director of the Company since April 2020. Ms. Mains has over 30 years of experience across diverse industry segments, including aviation, energy, and transportation. Within the last 15 years, Ms. Mains has been building and expanding global businesses serving the oil and gas, utility, distributed power, and electrification spaces. In 2020, she held the interim CEO role for GE Power Conversion, a $1B advanced electrification and digital solutions business, leading the business to a profitable turnaround through COVID-19. From 2015-2019, she served as the President and CEO of Industrial Solutions, a GE and later ABB company. She led Industrial Solutions, a $2.7B GE business delivering technologies that distribute, protect and control electricity, through a transformation and divestiture to ABB. From 2013-2015, Ms. Mains served as President and CEO of GE Distributed Power Global Services, where she integrated and grew a $2.2B global business platform, servicing technologies that provide at the point of use power to the oil and gas, utilities, mining, and industrial segments. From 2006 until 2013, she held positions of increasing responsibility in GE Energy from General Manager to Vice President. During this time, she led the global build-out and transformation of a $4B service operation providing power equipment and services to utility and oil and gas customers. Prior to joining GE Energy, she spent 16 years across multiple GE businesses in financial and leadership positions, including CFO of GE Aviation Services- Contractual Services and Material Solutions, a $4B aviation material services business. Ms. Mains is currently the CEO of LSC Communications-MCL, a portfolio company of Atlas Holdings, LLC. She serves as a director and audit committee member of Gates Industrial Corporation plc (NYSE: GTES), a director, audit and compensation committee member of LCI Industries (NYSE: LCII), and is a member of the board of managers for Stryten Manufacturing, a privately held portfolio company of Atlas Holdings, LLC. Ms. Mains holds a B.B.A in Finance from the University of Kentucky. We believe that Ms. Mains’ strong financial and executive management experience, knowledge of the energy, electrical infrastructure, aviation, and transportation industries, diverse background, and service on boards of other public companies qualifies her for service on our board of directors. |

  12. About Director Nominees

    | Age: 68 Director since: 2012 INDEPENDENT Committees: • Audit • Compensation • Nominating and Corporate Governance • Safety, Sustainability and Corporate Responsibility | MARK L. PLAUMANN Skills and Qualifications: • Corporate Governance • M&A/Finance/Capital Markets • Financial Reporting/Accounting Experience • Executive Experience • Executive Compensation • Risk Management • Environmental, Health, Safety & Sustainability • Cyber Defense and Protection/Information Systems Mr. Plaumann has served as a director of the Company since October 2012. He is currently a Managing Member of Greyhawke Capital Advisors LLC, or Greyhawke, which he co-founded in 1998. Prior to founding Greyhawke, Mr. Plaumann was a Senior Vice President of Wexford Capital LP. Mr. Plaumann was formerly a Managing Director of Alvarez & Marsal, Inc. and the President of American Healthcare Management, Inc. He also was Senior Manager at Ernst & Young LLP. Mr. Plaumann served as a director and audit committee chairman for ICx Technologies, Inc. from 2006 until 2010, served as a director and a member of the audit and compensation committees of Republic Airways Holdings, Inc. from 2002 until 2017 and currently serves as a director of several private entities. Mr. Plaumann served as a director, an audit committee chairman and a member of the conflicts committee of the general partner of Rhino Resource Partners LP, a coal operating company, from 2010 until 2016. Mr. Plaumann holds an M.B.A. and a B.A. in Business Administration from the University of Central Florida, where he currently serves on the Foundation Board and the Dean’s Advisory Board for the College of Business. We believe that Mr. Plaumann’s service on the boards of other public companies and his executive management experience, including previous experience as chairman of audit committees, qualifies him for service on our board of directors. |

  13. About Director Nominees

    | Age: 59 Director since: 2018 INDEPENDENT Committees: • Audit • Compensation • Nominating and Corporate Governance • Safety, Sustainability and Corporate Responsibility Other Current Public Company Directorships: • Arcosa, Inc. • Hyliion Holdings Corp. | MELANIE M. TRENT, LEAD INDEPENDENT DIRECTOR Skills and Qualifications: • Corporate Governance • M&A/Finance/Capital Markets • Financial Reporting Experience • Government, Legal & Regulatory • Industry Background • Environmental, Health, Safety & Sustainability • Executive Experience • Executive Compensation • Risk Management • Cyber Defense and Protection/Information Systems Ms. Trent has served as a director of the Company since April 2018. Ms. Trent previously served in various legal, administrative and compliance capacities for Rowan Companies plc (now part of Valaris plc), from 2005 until April 2017, including as Executive Vice President, General Counsel and Chief Administrative officer from 2014 until April 2017, as Senior Vice President, Chief Administrative Officer and Company Secretary from 2011 until 2014, and as Vice President and Corporate Secretary from 2010 until 2011. Prior to her tenure at Rowan, Ms. Trent served in various legal, administrative and investor relations capacities for Reliant Energy, Incorporated, served as counsel at Compaq Computer Corporation and as an associate at Andrews Kurth LLP. She serves on the Board of Arcosa, Inc. (NYSE: ACA), a provider of infrastructure-related products and solutions, and chairs its Governance and Sustainability Committee. She also serves on the Board of Hyliion Holdings Corp. (NYSE:HYLN), a developer of KARNO generator and electric powertrain technologies, and chairs the Nominating & Governance Committee. From February 2021 through October 2022, Ms. Trent served on the Board of Noble Corporation, a leading offshore drilling contractor for the oil and gas industry. From January 2019 through October 2021, Ms. Trent served on the Board of Frank’s International N.V., a global tubular and oil and gas services company, which merged with Expro Group Holdings N.V in October 2021. Ms. Trent holds a Bachelor’s degree from Middlebury College and a Juris Doctorate degree from Georgetown University Law Center. We believe that Ms. Trent’s strong legal and executive management experience, diverse background and knowledge of oil and gas and energy industries qualify her for service on our board of directors. |

  14. About Director Nominees

    | Age: 64 Director since: 2022 INDEPENDENT Committees: • Compensation | FRANK D. TSURU Skills and Qualifications: • M&A/Finance/Capital Markets • Industry Background • Executive Experience • Environmental, Health, Safety & Sustainability • Executive Compensation • Risk Management Mr. Tsuru has served as director of the Company since July 2022. Mr. Tsuru currently serves as Chief Executive Officer and as a member of the Board of Directors of Momentum Midstream, LLC, a privately held midstream company, which he co-founded in 2004. From 2016 through 2021, Mr. Tsuru served as the Chief Executive Officer and as a member of the Board of Directors of Indigo Natural Resources, LLC, which was acquired by Southwestern Energy Company in 2021. In 2002, Mr. Tsuru founded Aka Energy, which was a midstream company focused on acquiring midstream assets off of the Southern Ute Indian Tribe (SUIT) Reservation. Prior to that, Mr. Tsuru ran SUIT’s midstream company, Red Cedar Gathering, from 1995 to 2002. In 1990, Mr. Tsuru founded Southwestern Production, an upstream company focused on coal bed methane development in the San Juan Basin, which was sold to ConocoPhillips. He began his career as a drilling and production engineer for TXO Production Corp. in Denver, Colorado where he was part of the team that evaluated the company’s reserves and provided mergers and acquisitions support. Mr. Tsuru holds a Bachelor of Science degree in Petroleum Engineering from the University of Kansas. He serves on the Board of Trustees of KU Endowment. Mr. Tsuru also sits on the boards of the Boy Scouts of America and the Yellowstone Academy, a private Christian school. We believe that Mr. Tsuru’s strong executive management experience, knowledge of the oil and gas industry and diverse background qualifies him for service on our board of directors. |

  15. About Director Nominees

    | Age: 63 Director since: 2011 INDEPENDENT Other Current Public Company Directorships: • Viper Energy, Inc. | STEVEN E. WEST Skills and Qualifications: • Corporate Governance • M&A/Finance/Capital Markets • Financial Reporting/Accounting Experience • Industry Background • Environmental, Health, Safety & Sustainability • Executive Experience • Executive Compensation • Risk Management Mr. West has served as a director of the Company since December 2011. Mr. West served as our Chief Executive Officer from January 2009 to December 2011 and as our Chairman of the Board from October 2012 through February 2022. From January 2011 until December 2016, Mr. West was a partner at Wexford Capital LP, or Wexford Capital, focusing on Wexford Capital’s private equity energy investments. From August 2006 until December 2010, Mr. West served as senior portfolio advisor at Wexford Capital. From August 2003 until August 2006, Mr. West was the Chief Financial Officer of Sunterra Corporation, a former Wexford Capital portfolio company. From December 1993 until July 2003, Mr. West held senior financial positions at Coast Asset Management and IndyMac Bank. Prior to that, Mr. West worked at First Nationwide Bank, Lehman Brothers and Peat Marwick Mitchell & Co., the predecessor of KPMG LLP. Since February 2014, Mr. West has also served as Chairman of the Board of Viper Energy, Inc. (Nasdaq: VNOM). From May 2019 through August 2022, he served as Chairman of the Board of Rattler Midstream LP, which was acquired by Diamondback in a merger in August 2022 and is no longer publicly traded. Mr. West holds a Bachelor of Science degree in Accounting from California State University, Chico. We believe Mr. West’s background in finance, accounting and private equity energy investments, as well as his executive management skills developed as part of his career with Wexford Capital, its portfolio companies and other financial institutions qualify him to serve on our board of directors. |

  16. Summary of Director Nominee Core Competencies

    Summary of Director Nominee Core Competencies The breadth of experience and wide variety of skills, qualifications and viewpoints of the director nominees embody key competencies that our nominating and corporate governance committee considers valuable to effective oversight of the Company. The following chart illustrates how the current board members individually and collectively represent these core competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill or experience, as each director is expected to be knowledgeable in all of these areas. The indicator merely represents a core competency that the director nominee brings to our board. For more information about each director nominee, see the individual biographies set forth beginning on page 12 above.

  17. Summary of Director Nominee Core Competencies

    | | | | | | | | | | | | Knowledge, Skills and Experience | | | | | | | | | | | Corporate Governance Contributes to the board’s understanding of best practices in corporate governance matters. | | | | | | | | | | | Environmental, Health, Safety & Sustainability Contributes to the board’s oversight and understanding of environmental, health, safety and sustainability issues and their relationship to our business and strategy as we strive to provide the energy necessary for economic growth and social well- being, while securing a stable and healthy environment for the future. | | | | | | | | | | | M&A/Finance/Capital Markets Demonstrates experience in assessment and execution of strategic M&A and capital markets transactions and provides valuable insights into evaluating our capital structure, capital allocation and financial strategy. | | | | | | | | | | | Financial Reporting/Accounting Experience Critical to the oversight of our financial statements, internal controls and financial reports. | | | | | | | | | | | Government, Legal & Regulatory Contributes to the board’s ability to guide us through government regulations, complex legal matters and public policy issues. | | | | | | | | | | | Industry Background Offers pertinent background and knowledge to the board, providing valuable perspective on issues specific to our business, operations and strategy, including key performance indicators and the competitive environment. | | | | | | | | | | | Executive Experience Demonstrates leadership ability and provides valuable insights into operations and business strategy through a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. | | | | | | | | | | | Executive Compensation Contributes to the board’s ability to attract, motivate and retain executive talent. | | | | | | | | | | | Risk Management Contributes to the board’s oversight of the identification, assessment and prioritization of significant risks and ensures mitigation strategies are timely adopted. | | | | | | | | | | | Cyber Defense and Protection/Information Systems Contributes to the board’s oversight and understanding of our cyber defense and protection strategy. | | | | | | | | | | | Congressional Engagement/National Security Demonstrates experience with complex organizations with significant national security interests and risk, international relations and interactions, congressional engagement and strategic planning. | | | | | | | | | | | Gender | | | | | | | | | | | Male | | | | | | | | | | | Female | | | | | | | | | |

  18. Summary of Director Nominee Core Competencies

    | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | African American or Black | | | | | | | | | | | Asian | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | White | | | | | | | | | |

  19. How We Select our Director Nominees

    How We Select our Director Nominees The board is responsible for nominating directors and filling vacancies that may occur between annual meetings, based upon the recommendation of our nominating and corporate governance committee. The nominating and corporate governance committee considers the Company’s current needs and long-term and strategic plans to determine the skills, experience and characteristics needed by our board. The nominating and corporate governance committee then identifies, considers and recommends director candidates to the board in light of its commitment to board improvement, refreshment and diversity discussed above. Generally, the committee identifies candidates through the business and organizational contacts of our advisors, directors and management team and through the use of third-party search firms. The nominating and corporate governance committee, in accordance with its charter and our Corporate Governance Guidelines, takes into consideration the key qualifications and skills described above when evaluating candidates. The nominating and corporate governance committee also considers whether potential candidates will likely satisfy independence standards for service on the board and its committees and the number of public boards on which the candidate already serves.

  20. Compensation Committee

    | Members | Principal Functions | | Number of Meetings in 2023 | | Stephanie K. Mains* David L. Houston Mark L. Plaumann Melanie M. Trent Frank D. Tsuru | • | Oversees and administers our executive compensation policies, plans and practices and evaluates their impact on risk and risk management. | Two | | | • | Periodically reviews the compensation plans and policies for employees generally. | | | | • | Discharges the board of directors’ responsibilities relating to the compensation and evaluation of annual performance of our Chief Executive Officer and other executive officers. | | | | • | Periodically reviews with the Chief Executive Officer our succession plan for other members of senior management. | | | | • | Where appropriate or required, makes recommendations to our stockholders with respect to incentive compensation and equity-based plans. | | | | • | Reviews, approves and administers our Executive Annual Incentive Compensation Plan, including the establishment of performance criteria and targets which provide for cash awards under such plan. | | | | • | Reviews, approves and administers our equity-based compensation plans, including the grants of stock options, restricted awards and other equity awards under such plans. | | | | • | Makes recommendations to our board of directors with respect to director compensation. | | | | • | Periodically reviews the adequacy of our stock ownership guidelines for our Chief Executive Officer, other executive officers and directors, recommends any amendments of the stock ownership guidelines to our board of directors and annually monitors compliance with such guidelines. | | | | • | Conducts a periodic performance evaluation of the committee. | | | | • | Reviews disclosure related to executive compensation in our proxy statement. | | | | • | Reviews and reassesses the adequacy of the compensation committee charter. | | | | • | Advise the board of directors regarding the stockholder advisory vote on executive compensation and golden parachutes, including the frequency of such votes. | | | | • | Administers our clawback policy in compliance with Rule 10D-1 under the Exchange Act and the Nasdaq listing standards, including the ability to amend, modify or terminate such policy, or to the extent the board of directors or the audit committee has determined that an accounting restatement is necessary, reviews and considers whether such restatement requires recoupment of incentive-based compensation received by current or former executive officers and other employees, in accordance with the terms of such policy. | | | | • | Reviews and considers the stockholder advisory vote on executive compensation when determining policies and making decisions on executive compensation. | | | | • | Has the sole authority to appoint, compensate and oversee work of any compensation consultant and other advisors with respect to executive compensation and assistance with other charter responsibilities and determines any conflict of interest with such compensation consultant. | |

  21. — STOCKHOLDER ENGAGEMENT

    | • | Our board of directors amended our bylaws to provide our stockholders with proxy access; | | • | Our board of directors also previously amended our bylaws to provide for the majority vote requirement to elect directors to our board, which replaced the prior plurality voting standard applicable to our director election; | | • | Amended our charter to eliminate the 66 2/3% supermajority vote requirements; | | • | Amended our governing documents to provide stockholders with the right to call a special meeting; | | • | Our board of directors and the nominating and corporate governance committee approved enhancements to the nominating committee charter and director nomination process that focused on increasing the size of the board and number of independent directors, with a supermajority of the board currently being independent; | | • | We increased the size and enhanced the ethnic and gender diversity and skill set of our board of directors, adding five diverse candidates between April 2018 and July 2022, currently representing 56% of our board of directors (three female directors and three ethnically diverse directors based on information self-identified by each director of the Company); | | • | Our board of directors created the safety, sustainability and corporate responsibility committee focused on sound strategy and best policies and practices regarding environmental, safety, human capital and social responsibility matters; | | • | Our board of directors adopted and annually evaluate Corporate Governance Guidelines as an additional step to reinforce our commitment to prudent corporate governance practices and policies; | | • | The compensation committee eliminated single-trigger change of control provisions in all Company equity awards granted since the beginning of 2018; | | • | The compensation committee enhanced the disclosure of targets and goals for performance-based awards, the discussion of equity award process for our named executive officers and the underlying rationale for such awards; | | • | The compensation committee added return on average capital employed and ESG goals among metrics for determining cash performance awards beginning in 2020 and maintained the weighting attributable to the ESG component of our annual incentive metrics at 25% for 2023; | | • | Our board of directors implemented and maintains rigorous stock ownership and retention guidelines for our executive officers and non-employee directors; | | • | Our board of directors adopted a comprehensive executive incentive compensation clawback policy compliant with Nasdaq listing standards and implementing Rule 10D-1 of the Exchange Act; | | • | We adopted a Human Rights Policy; and | | • | We adopted a Policy Governing Corporate Political Contributions. |

  22. — DIRECTOR COMPENSATION

    — DIRECTOR COMPENSATION Members of our board of directors who are also officers or employees of the Company do not receive compensation for their services as directors. Further details regarding our director compensation in 2023 are set forth under the heading “Compensation Tables—2023 Director Compensation.”

  23. Commitment to Protecting People

    We believe our enhanced focus on employee safety in 2023 contributed to our employee total recordable incident rate for 2023 being 55% lower than in 2022. For 2023, we also continued to demonstrate our commitment to safety by maintaining a performance metric in our annual incentive compensation scorecard that measures our total recordable incident rate. Our Health, Safety and Environmental organization currently has full-time, field-dedicated coordinators to monitor facilities and help prevent potential issues.

  24. Total Reward – Performance Based Compensation

    Total Reward – Performance Based Compensation We value results and believe in recognizing and rewarding performance. Our comprehensive total reward compensation philosophy is rooted in a real-time market-based approach, where we reward and recognize value creation and cultural alignment. We participate in industry-specific benchmarking surveys ensuring comparison points against local markets in a comprehensive manner. Overall, our employee compensation programs consist of an annual base salary, a discretionary performance-based annual cash incentive award and a discretionary long-term equity incentive award. All of our employees are eligible for the discretionary long-term equity incentive awards and discretionary short-term cash incentive awards based on both specific Company performance metrics tied to the same scorecard as the executive annual incentive awards and individual performance outcomes. These awards are a central part of ensuring that we competitively reward our employees in order to attract and retain top talent, as well as ensuring that their work efforts align with our stockholders by providing stock ownership opportunities for 100% of our employees.

  25. Commitment to Community

    | • | Planted 100 trees in Midland public parks in underserved areas with irrigation for long-term support, over 300 trees planted to date. | | • | Diamondback employees volunteered 2,010 hours in the community in 2023. |

  26. — HIGHLIGHTS OF EXECUTIVE COMPENSATION BEST PRACTICES

    | WHAT WE DO | | WHAT WE DON’T DO | | | | We strive to pay for performance - The majority of our executive officers’ compensation is long-term, “at risk” and is paid only if the Company achieves certain performance objectives, which are designed to increase the value of our stock. | | No hedging of Company securities, including by entering into publicly traded options, puts, calls, short sales or similar hedging transactions, by executive officers or directors. | | | All of our performance-based equity awards vest over a three-year performance period, subject to achieving a specified total stockholder return (TSR) measured against our TSR performance peer group and satisfaction of continuous service requirements. | | No pledging of our common stock as collateral for a loan or holding of our common stock in margin accounts by our directors and executive officers. | | | All Diamondback equity awards made under the Equity Incentive Plan contain double-trigger change of control provisions. | | No tax gross-ups for executive officers. | | | We require substantial stock ownership for our non-employee directors and executive officers and they must maintain their applicable stock ownership levels for as long as they serve on our board or are employed by us. | | No repricing of underwater stock options or stock appreciation rights. | | | We devote significant time to analyzing and preparing for executive succession and related retention matters. | | No severance compensation unless departing executive officers agree not to compete with us for a specified period of time after the end of their employment. | | | We hold annual advisory “say-on-pay” votes. | | No performance metrics that would encourage excessive risk taking by our executive officers. | | | We engage in active stockholder outreach with respect to executive compensation, corporate governance and other ESG matters. | | No significant perquisites to our executive officers. | | | We benchmark executive compensation against our industry peers and non-oil industrial companies of similar size. | | No guaranteed annual bonuses | | | Each member of our compensation committee meets the independence requirements under SEC rules and Nasdaq listing standards. | | No pension or supplemental retirement benefits to our executive officers (other than under our broad-based 401(k) plan). | | | We use an external, independent compensation consultant who is retained by, and reports directly to, the compensation committee to assist the Company with, among other things, conducting competitive benchmarking to align the Company’s compensation program with prevailing market practices. | | No employment agreements with our executive officers, including our NEOs. | | | We adopted an updated clawback policy that complies with the Nasdaq listing standards implementing Rule 10D- 1 of the Exchange Act and provides for the recoupment and/or forfeiture of certain executive officer incentive compensation. | | | | | We utilize a balanced approach to compensation, which combines performance and time-based, short-term and long-term, and cash and equity compensation components. | | |

  27. Executive Compensation Objectives

    | Our Goals | • | Our goals are to attract, retain, and motivate our executive team and our organization to deliver results against our short-term and long-term objectives in a principled way, with prudent risk-taking, and alignment with our stockholders. | | Pay for Performance | • | A majority of total compensation to our executive officers is at-risk performance- based compensation, including both long-term performance-based equity awards and short-term performance-based cash incentive awards. | | | • | Our long-term equity awards include performance-based awards based on relative TSR, as modified by an absolute TSR modifier. The Company’s TSR performance peer group also includes the S&P 500 (weighted twice) and XOP Index to account for performance against the broader market. | | | • | Annual cash incentive awards are based on rigorous operational, financial and environmental and safety performance metrics that are entirely quantitative and do not provide for the exercise of discretion by the compensation committee to increase the award payout. In 2023, the compensation committee maintained a significant focus on ESG metrics in response to stockholder feedback. | | | • | Our compensation structure motivates executives and our employees to deliver outstanding financial performance and meet or exceed general and specific business, operational and individual objectives, and progress towards our long-term strategic goals. | | Alignment with Stockholder Interests | • | We provide a majority of the total compensation to our executive officers in Company equity, thus ensuring alignment of interests between our executives and our stockholders, and driving alignment of goals, efforts, and results throughout the organization. | | Market-Based Competitive Compensation that Attracts, Motivates and Retains Talent | • | Our compensation programs are competitive, with compensation and incentive levels that are relevant to the market and our industry, which enhances our ability to attract, motivate and retain knowledgeable and experienced senior management talent necessary to manage our complex organization and responsibly deliver energy to the marketplace. | | Risk Management Principles | • | Our compensation committee consists entirely of independent directors who engage an external, independent compensation consultant to assist in constructing an executive compensation program that aligns with good governance practices and prevailing market trends. |

  28. The Role of the Compensation Committee

    | • | aligning the compensation of our executives with the performance of the Company on both a short-term and long-term basis; | | • | achievement of individual and Company performance goals and other expectations relating to the executive’s position; | | • | a comparison of the individual to other executives within the Company with similar levels of expertise and experience; | | • | the individual’s role with us and the compensation paid to similar executives at comparable companies; | | • | the individual’s particular background and circumstances, including training and prior relevant work experience and unique industry skills; | | • | the demand for the individual’s specific expertise and experience; | | • | succession planning and retention considerations; and | | • | recommendations from our Chief Executive Officer and President (but not with respect to their own compensation). |

  29. The Role of Management

    The Role of Management In 2023, our Chief Executive Officer and President evaluated executive and Company performance for the prior year and made recommendations to the compensation committee regarding the annual base salaries, annual incentive compensation plan target award percentages and LTI awards under the Equity Incentive Plan for the executive officers, including the NEOs, other than the Chief Executive Officer and President. Our Chief Executive Officer also made recommendations to the compensation committee, in the President’s absence, regarding the annual base salary, annual incentive compensation plan target award percentage and LTI award under the Equity Incentive Plan for the President. The Company’s Human Resources and Legal departments also assist the compensation committee and its independent compensation consultant in gathering the information needed for their respective reviews of the Company’s executive compensation program. While the compensation committee considers our Chief Executive Officer’s and President’s evaluation of the other executive officers and their recommendations as to compensation for the other executive officers, the compensation committee ultimately determines the compensation of each executive officer, including each NEO. The compensation committee evaluates, in his absence, our Chief Executive Officer’s performance and compensation based on his leadership role, his individual performance and the Company’s performance measured against the metrics described in this compensation discussion and analysis, and his total compensation package is ultimately determined by the compensation committee.

  30. The Role of the Compensation Consultant

    The Role of the Compensation Consultant Our compensation committee annually retains, at the Company’s expense, an external, independent compensation consultant to assist with executive and non-employee director compensation matters. In connection with its evaluation of executive compensation for 2023, the compensation committee retained Meridian, as its independent compensation consultant. The compensation committee reviewed the independence of Meridian during the applicable engagement period and determined that there were no conflicts of interest as a result of the compensation committee’s engagement of such consultant. The compensation committee continues to evaluate the independence of its compensation consultant on an ongoing basis. Meridian did not provide any services to the Company during 2023 other than related to executive and director compensation. The compensation committee has sole authority to hire and terminate its independent compensation consultant, and the independent compensation consultant reports only to the compensation committee. From time to time, Meridian contacts the Company’s executive officers for information necessary to fulfill its assignment and prepares reports for and on behalf of the compensation committee that certain executive officers also receive.

  31. — COMPETITIVE BENCHMARKING

    — COMPETITIVE BENCHMARKING

  32. Role of Benchmarking in Determining Executive Compensation for 2023

    Role of Benchmarking in Determining Executive Compensation for 2023 In general, the compensation committee uses competitive market compensation data provided by Meridian, information gathered from Meridian’s proprietary E&P Compensation Survey, public filings of peer companies, supplemental general industry reference data for cross-industry roles and discussions with the Chief Executive Officer and President to inform its decisions about overall compensation opportunities and specific compensation elements. The compensation committee considers these compensation elements and total compensation benchmarks of peer companies and the broader U.S. market. Next, the compensation committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company and individual performance, scope of responsibility, critical needs, skill sets, leadership potential, and succession planning. Further, in considering changes to the 2023 executive compensation packages, the compensation committee evaluated, among other things, aspects of executive compensation in general, market data and competitive analysis provided by Meridian, the Company’s 2022 and multi-year performance, our executives’ individual contributions to such performance, compensation alignment with future performance and stockholder value creation, performance-qualified equity awards, retention considerations, market alternatives for our executives, input obtained from our stockholder outreach efforts and our Chief Executive Officer’s and President’s recommendations (other than with respect to compensation for the Chief Executive Officer and President).

  33. Our 2023 Benchmarking Compensation Peer Group

    Our 2023 Benchmarking Compensation Peer Group In structuring our compensation policies and programs, the compensation committee considers the compensation practices of peer companies consisting of independent oil and gas E&P companies and may also review compensation data from the oil and natural gas industry, any relevant compensation surveys and guidance from the compensation consultant. The compensation committee considers and may make changes to the companies included in our compensation peer group, primarily based on industry segment, and measures of size such as enterprise value, market capitalization, assets and revenues, after discussing such considerations with management and Meridian. Following discussions with Meridian and review of pertinent financial information, the compensation committee utilized the same peer group for 2023 that it used in 2022. In its review of the compensation peer group for 2023, the compensation committee considered pertinent financial measures for each company as provided by Meridian, including enterprise value and market capitalization as of November 2022 and assets and revenue as of the quarter ended September 30, 2022, as shown (in millions) in the table below:

  34. Our 2023 Benchmarking Compensation Peer Group

    | | Enterprise Value | Market Capitalization | Assets | Revenue | | Peer Group 50th Percentile | $29,715 | $25,454 | $22,027 | $11,962 | | Diamondback Energy, Inc. | $34,828 | $28,202 | $23,843 | $9,126 |

  35. Our 2023 Benchmarking Compensation Peer Group

    The benchmarking compensation peer group used in Meridian’s study, which served as reference for making compensation decisions for 2023, consisted of the following 12 companies.

  36. Our 2023 Benchmarking Compensation Peer Group

    | Antero Resources Corporation | EQT Corporation | | APA Corporation | Hess Corporation | | Continental Resources, Inc. | Marathon Oil Corporation | | Coterra Energy Inc. | Occidental Petroleum Corporation | | Devon Energy Corporation | Ovintiv Inc. | | EOG Resources, Inc. | Pioneer Natural Resources Company |

  37. Our 2023 Benchmarking Compensation Peer Group

    Meridian provided competitive data for similarly situated executives at these compensation peer group companies, focusing on salary, annual incentive opportunity and LTI opportunity, and analyzing how these elements of compensation compare to the elements of compensation afforded to our executive officers, including the NEOs. In addition to reviewing peer compensation information and advice provided by Meridian in connection with establishing 2023 executive compensation, the compensation committee also analyzed compensation information compiled by Meridian for 41 non-oil industrial companies with revenues between $7.5 billion and $15 billion. As described above, the compensation committee utilizes a substantially similar peer group to assess our relative TSR performance in the performance-based restricted stock unit awards granted to our NEOs, which also includes the S&P 500 (weighted twice) and XOP Index.

  38. — 2023 COMPENSATION PROGRAM DESIGN AND STRUCTURE

    | | Direct Compensation Element | Form of Compensation | Purposes and Alignment with Long-Term Stockholder Interests | | FIXED | Base Salary | Cash | • Provide a fixed level of compensation for performing applicable executive functions • Based on level of responsibility, experience, individual performance, industry and market criteria and competition for talent | | VARIABLE, AT RISK | Performance-Based Annual Incentive Bonus | Cash | • Reward short-term financial and operational performance over a one-year performance period • Based on pre-established performance metrics and goals with minimum thresholds that must be met (and with payout caps). • Performance measured against rigorous operational, financial and ESG performance metrics that are entirely quantitative | | | Performance-Based Restricted Stock Unit Award | Equity—PSUs with a three-year performance period | • Align interests of our executives with our stock performance and long-term interests of our stockholders • Based on (i) attainment of specific performance goals established by the compensation committee, (ii) our TSR, both (A) relative to our TSR performance peer group during the performance period (which now includes the S&P 500 (weighted twice) and XOP Index to account for performance against the broader market) and (B) on an absolute basis, which may result in an adjustment up or down depending on performance and (iii) continuous service requirements | | | Time-Based Restricted Stock Unit Award | Equity—RSUs | • Provide a retention incentive, facilitate stock ownership and align our executives’ interest with long-term stockholder interests • Vest in three approximately equal annual installments, with the first installment vesting on the date of grant and the remaining two installments vesting in March of each subsequent year, assuming continuous service |

  39. — EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    — EXECUTIVE COMPENSATION PROGRAM ELEMENTS Our compensation committee determines the mix of compensation, both among short-term and long-term compensation and cash and non-cash compensation, to establish total compensation packages that it believes are appropriate for each of our NEOs. While emphasizing pay for performance, the compensation committee believes that the mix of base salary, performance-based annual incentive bonus awards based on pre-established financial, operational and ESG performance targets, performance-based LTI equity awards, time-based LTI equity awards, and the other benefits that are available to our NEOs will accomplish our overall compensation objectives. We believe that these elements of compensation create competitive, retentive and compelling compensation opportunities and also align our NEO’s interests with long-term stockholder interests.

  40. — EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | (1) Each of these pay mix illustrations consists of the annual base salary, annual incentive bonus paid and the grant date fair value of the performance-based and time-based equity awards granted in 2023. These pay mix illustrations exclude amounts listed in the column titled “All Other Compensation” in the Summary Compensation Table set forth on page 65. |

  41. — EXECUTIVE COMPENSATION PROGRAM ELEMENTS

    | (1) For purposes of this graph, “target compensation” consists of the annual base salary, target annual incentive bonus opportunity and the grant date fair value of the performance-based and time-based equity awards granted in each year presented. | | (2) For purposes of this graph, “realizable compensation” consists of the annual base salary earned for each year presented, the annual incentive bonus earned for each year presented and, with respect to time-based equity awards, the value of the shares underlying the applicable award (whether or not vested) based on the closing price per share of the Company’s common stock on the applicable date presented. With respect to performance-based equity awards granted in 2022 and 2023, the value of realizable compensation presented represents the value of the total number of shares that would have been granted if the performance period for the applicable award ended on December 31, 2023 calculated using the closing price per share of the Company’s common stock on December 29, 2023. |

  42. Base Salary

    Base Salary The compensation committee evaluates our NEOs’ base salaries together with other components of their compensation to ensure equitable total compensation in line with our overall compensation philosophy and market practices in our compensation peer group, our industry in general, and considering other general industry benchmarks for executive roles which are not industry specific. In setting our NEOs’ base salaries and incentive targets for 2023, the compensation committee considered, among other factors:

  43. Base Salary

    | • | the market and compensation peer group data included in the study conducted by Meridian, the compensation committee’s independent compensation consultant for 2023, discussed above; | | • | the recommendations of our Chief Executive Officer and President with respect to the base salaries for other NEOs, and the recommendations of our Chief Executive Officer with respect to the base salary for the President; | | • | the complexity of the individual’s role within the Company; | | • | the individuals’ expertise, experience, rarity of skill, and potential for advancement; | | • | if the executive was promoted or identified in our succession planning; and | | • | individual performance, leadership and contribution toward the Company’s achievement of certain financial, operational and ESG metrics discussed in this compensation discussion and analysis. |

  44. Performance-Based Annual Incentive Bonus

    Performance-Based Annual Incentive Bonus

  45. 2023 PERFORMANCE BONUS

    2023 PERFORMANCE BONUS Performance bonuses to our NEOs for 2023 were granted under our Executive Annual Incentive Compensation Plan (the Annual Incentive Plan). The Annual Incentive Plan is designed to provide an incentive to our executive officers to contribute to the growth, profitability and increased value of the Company. The Annual Incentive Plan is focused on achievement of annual objectives and goals, determined at the beginning of each calendar year. Participants may earn a pre-determined percentage of base salary for the achievement of specified goals (performance targets). The payout opportunity varies for performance above and below the pre-established target performance levels. For a more detailed description of the Annual Incentive Plan, see “Other Significant Compensation and Benefit Plans, Policies and Practices—Annual Incentive Plan” beginning on page 57 of this proxy statement. With respect to each annual performance period, the compensation committee specifies the performance factors and the performance target levels applicable to each award. Performance targets may include a level of performance below which no payment will be made and levels of performance at which specified percentages of the award will be paid as well as a maximum level of performance above which no additional award will be paid. Below is a simple illustration of the design of Diamondback’s 2023 Performance Bonus: For 2023, the compensation committee did not change the annual incentive target percentages for Messrs. Stice or Zmigrosky or Ms. Dick. The compensation committee increased the annual incentive target percentages from 90% to 100% for Mr. Van’t Hof and from 80% to 90% for Mr. Wesson in recognition of their additional roles and responsibilities following their promotions in 2022 to President and Chief Operating Officer, respectively. Each year, the compensation committee, advised by its independent compensation consultant and informed by feedback received during the Company’s substantial stockholder engagement efforts, undertakes a thorough and rigorous process to review each element of the Company’s Annual Incentive Plan scorecard. The compensation committee’s desire to be proactive in implementing thoughtful changes to our compensation practices has allowed the compensation committee to continually construct a scorecard that is directly responsive to stockholder feedback and is intended to incentivize our management team in ways that translate to stockholder value creation and encourage responsible governance practices. This strategy is reflected in the evolution of the scorecard over the last decade. We eliminated production and reserves growth metrics in our scorecard for the Annual Incentive Plan after 2014. We added a return on average capital employed metric to our performance factors in the Annual Incentive Plan scorecard in 2018. In early 2020, the compensation committee took an additional step by adding specific, measurable environmental and safety performance targets to the scorecard for the Annual Incentive Plan. In 2021, primarily in response to significant stockholder feedback, the compensation committee included more performance factors focused on financial returns and increased the weighting of such performance factors while reducing the weighting of performance factors related to costs and capital efficiency. When constructing the Annual Incentive Plan scorecard for 2023, the compensation committee again reviewed significant data from its independent compensation consultant, incorporated stockholder feedback and reviewed the performance factors in light of the Company’s strategic objectives for 2023. The compensation committee also observed the positive trend of consistent stockholder support for the Company’s executive compensation programs, with stockholders voting to approve the Company’s say-on-pay proposal at a rate of at least 95% for each of the past 3 years. Accordingly, the framework for the 2023 Annual Incentive Plan scorecard was largely unchanged, with minimal exceptions as it relates to the environmental and safety performance factor in the scorecard. Accounting for stockholder feedback, market trends and advice from its independent compensation consultant, the compensation committee agreed to (i) maintain the weighting of the environmental and safety performance factor at 25% and (ii) establish individual performance levels for each of the metrics comprising the environmental and safety performance factor such that each metric is effectively weighted 5% as further described in the tables below. When establishing the 2023 performance levels under the Annual Incentive Plan, the compensation committee reviewed, among other things:

  46. 2023 PERFORMANCE BONUS

    | • | our performance trends over a multi-year period; | | • | our capital budget, business plan and annual guidance; | | • | execution challenges expected due to perceived inflationary pressures; | | • | the effects of potential merger and acquisition activity; | | • | service and commodity markets; | | • | capital requirements; and | | • | the appropriateness and rigorousness of the target, threshold and maximum performance levels for each performance factor. |

  47. 2023 PERFORMANCE BONUS

    Specifically with respect to the performance targets for each metric comprising the environmental and safety performance factor, such performance targets were set for each metric taking into account multiple considerations, including a review of our performance trends, benchmarking considerations relative to peer performance over a multi-year period and current progress toward Company-established targets with respect to flaring, GHG emission intensity, methane intensity and water recycling. Taking the foregoing into account, the performance factors and levels listed in the table below were established by the compensation committee in February 2023. The compensation committee set target performance levels that we believe were rigorous based on our historical performance, capital budget, business plan and annual guidance, were competitive with the metrics of the best operators in our compensation peer group in each respective category and were responsive to feedback from our stockholders. The performance goals shown below align with how management views our success and how stockholders evaluate our financial, operating and ESG performance, both on a standalone basis and relative to our peers and the broader energy industry. In February 2024, the compensation committee reviewed and certified the Company’s performance in relation to the pre-established performance goals and targets for 2023, which are set forth below:

  48. 2023 PERFORMANCE BONUS

    | | Performance Levels(1) | | | | | | | Performance Factors | Threshold (50%) | Target (100%) | Maximum (200%) | 2023 Weighting | % of Target | 2023 % Earned | | Capital Budget ($MM) Sum of 2023 cash capital expenditures for operated drilling and completion (“D,C&E”), non-operated properties and capital workovers, operated midstream, infrastructure and environmental(2) | | | | | 50% | 5% | | PDP F&D Cost ($ / Boe) Sum of D,C&E well costs for wells brought to production in 2023 divided by the net EUR’s of those wells | | | | | 123% | 18.5% | | Controllable Cash Costs ($ / Boe) Sum of reported cash general and administrative expenses and reported lease operated expenses, divided by total barrels of oil equivalent production. Excludes merger integration and severance costs(3) | | | | | 200% | 20% | | Return on Average Capital Employed (%) Consolidated 2023 earnings before interest and taxes, divided by average total assets less average current liabilities for year end 2023 and year end 2022. | | | | | 103% | 20.5% | | Pre-Dividend Free Cash Flow ($ / Share) Cash flow from operations prior to dividends and excluding working capital changes, less cash capital expenditures for operated D,C&E, non-operated properties and capital workovers, midstream and infrastructure and environmental. Excludes acquisitions and equity method investments.(4) | | | | | 93% | 18.6% | | Environmental and Safety | See table below for details regarding Environmental and Safety Performance Metrics and Company results for 2023. | | | | | 22% | | | | | | 100% | | 105% |

  49. 2023 PERFORMANCE BONUS

    | (1) No payouts are made in respect of a performance goal under the Annual Incentive Plan unless applicable threshold performance level for such performance goal is achieved. | | (2) Excludes immaterial capital expenditures in respect of the Deep Blue joint venture transaction in the fourth quarter of 2023. | | (3) Excludes incremental lease operating expenses attributable to Deep Blue joint venture transaction from September through December 2023. | | (4) Excludes incremental cash taxes from non-core divestitures completed in 2023. |

  50. 2023 SHORT-TERM INCENTIVE AWARD PAYOUTS TO NAMED EXECUTIVE OFFICERS

    2023 SHORT-TERM INCENTIVE AWARD PAYOUTS TO NAMED EXECUTIVE OFFICERS

  51. 2023 SHORT-TERM INCENTIVE AWARD PAYOUTS TO NAMED EXECUTIVE OFFICERS

    | Named Executive Officer | Base Salary as of December 31, 2023 | Target Bonus Percentage as a % of Base Salary | Target Bonus Amount | Actual Incentive Bonus Award | Actual Incentive Bonus as % of Target Bonus | | Travis D. Stice | $1,350,000 | 125% | $1,687,500 | $1,771,875 | 105% | | M. Kaes Van’t Hof | $650,000 | 100% | $650,000 | $682,500 | 105% | | Teresa L. Dick | $500,000 | 80% | $400,000 | $420,000 | 105% | | Daniel N. Wesson | $600,000 | 90% | $540,000 | $567,000 | 105% | | Matt Zmigrosky | $600,000 | 80% | $480,000 | $504,000 | 105% |

  52. PREVIEW OF 2024 PERFORMANCE BONUS STRUCTURE

    PREVIEW OF 2024 PERFORMANCE BONUS STRUCTURE Recognizing the consistent stockholder support for the Company’s executive compensation programs, the compensation committee undertook a similar process as described above when constructing the Annual Incentive Plan scorecard for 2024. The framework for the 2024 Annual Incentive Plan scorecard remains unchanged from 2023. The compensation committee elected to maintain the same performance factors and the weightings for each performance factor. Further information regarding the 2024 Annual Incentive Plan scorecard, including the applicable performance levels and related performance will be detailed in the proxy statement for Diamondback’s 2025 annual stockholders meeting.

  53. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation We believe providing our NEOs the opportunity to be awarded stock and stock-based awards offers the best approach to achieving our compensation goals and aligns the interests of our executive officers with those of our stockholders. To achieve this purpose, our board of directors adopted and our stockholders approved the 2021 Amended and Restated Equity Incentive Plan (Equity Incentive Plan). The purpose of the Equity Incentive Plan is to enable us, and our affiliates, to attract and retain the services of the types of executives, employees, consultants and directors who will contribute to our long-term success and to provide incentives that will be linked directly to increases in share value that will benefit our stockholders. The Equity Incentive Plan provides a means by which eligible recipients of awards may be given an opportunity to benefit from increases in value of our common stock through the granting of equity awards. The terms of the Equity Incentive Plan are described in more detail below.

  54. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    2023 PERFORMANCE-BASED AND TIME-BASED AWARDS In March 2023, the compensation committee granted our NEOs three-year performance-based restricted stock units and time-based restricted stock units, in each case under the Equity Incentive Plan, in the amounts shown below. In 2023, the compensation committee established 2023 Target LTI awards based on a review of market data from its independent compensation consultant, Company and individual performance, and the prevailing industry environment. Consistent with the compensation committee’s focus on giving more weight to the performance component of our executive compensation, the 2023 performance-based equity award granted to each NEO represented 60% of the total 2023 LTI award, with the time-based component of such award representing 40% of the total 2023 LTI award.

  55. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    | | Performance-Based Restricted Stock Units(1) | PSU % of Total LTI Award | Time-Based Restricted Stock Units(2) | RSU % of Total LTI Award | Targeted Value of Total LTI Award(3) | | Travis D. Stice | 40,509 | 60% | 27,006 | 40% | $9,450,000 | | M. Kaes Van’t Hof | 18,218 | 60% | 12,145 | 40% | $4,250,000 | | Teresa L. Dick | 9,216 | 60% | 6,144 | 40% | $2,150,000 | | Daniel N. Wesson | 13,289 | 60% | 8,859 | 40% | $3,100,000 | | Matt Zmigrosky | 10,717 | 60% | 7,144 | 40% | $2,500,000 |

  56. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    | (1) The three-year performance-based restricted stock units are for the performance period from January 1, 2023 through December 31, 2025. Each NEO is also entitled to dividend equivalent rights on such NEO’s unvested performance-based restricted stock units at target. | | (2) Time-based restricted stock units of which one-third of the award vested on March 1, 2023, with the remaining restricted stock units vesting in two substantially equal annual installments beginning on March 1, 2024. Each NEO is also entitled to dividend equivalent rights on such NEO’s unvested time-based restricted stock units. | | (3) The aggregate number of performance-based and time-based restricted stock units for each NEO for 2023 was calculated by dividing the targeted value of the total LTI award for each NEO indicated in the table by $139.97 per share, representing the average closing price per share of our common stock on The Nasdaq Global Select Market for the five trading days immediately preceding the last trading day in February 2023, and allocated 60% to the performance-based restricted stock units and 40% to the time-based restricted stock units. |

  57. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    The performance-based restricted stock units are subject to the performance of our total stockholder return relative to our TSR performance peer group set forth in the table below for the applicable performance period. Additionally, the number of performance-based restricted stock units that would otherwise vest is further adjusted by the absolute TSR modifier illustrated below that reduces payouts upon negative performance period absolute TSR, and increases payouts when the annualized performance period absolute TSR is greater than 15%. No awards vest if the relative total stockholder return (prior to any adjustment required by application of the absolute TSR modifier) falls below the 25th percentile. The performance-based restricted stock units are also subject to satisfaction of continuous service requirements.

  58. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    | Relative Total Stockholder Return Percentile | Target Grant Vesting Percentage | | <25th Percentile of Peer Group | 0% of Target | | Between 25th Percentile of Peer Group and up to but less than 75th Percentile of Peer Group | Straight line interpolation between 50% and 150% of Target | | At or above 75th Percentile of Peer Group | 200% of Target | | Company Absolute Annualized Total Stockholder Return Percentage During Performance Period | Absolute TSR Modifier to be Multiplied by the Target Grant Vesting Percentage | | Below 0% | 75% | | Between 0% and 15% | 100% | | Above 15% | 125% |

  59. 2023 PERFORMANCE-BASED AND TIME-BASED AWARDS

    Target grant vesting percentage is expressed as a percentage of the target number of performance-based restricted stock units granted and, after being adjusted by the applicable absolute TSR modifier, may result in a settlement up to a maximum grant equal to 250% of the target number of performance-based restricted stock units granted. These awards were designed to incentivize our NEOs to continue to contribute to the Company’s performance at the top of its TSR performance peer group, similar to the Company’s performance in prior periods. In addition, the time-based restricted stock unit awards were designed to promote retention of our NEOs who have been pursued not only by industry competitors but also by private equity groups.

  60. 2023 TSR PERFORMANCE PEER GROUP

    2023 TSR PERFORMANCE PEER GROUP The 2023 TSR performance peer group, which was approved by the compensation committee and will be used to determine the total stockholder return percentile in the 2023 performance-based restricted stock unit awards granted in March 2023 to the NEOs, consisted of the following 11 members in addition to the Company.

  61. 2023 TSR PERFORMANCE PEER GROUP

    | APA Corporation | Marathon Oil Corporation | | Coterra Energy Inc. | Ovintiv Inc. | | Devon Energy Corporation | Pioneer Natural Resources Company | | EOG Resources, Inc. | S&P 500 Index (weighted twice) | | Hess Corporation | SPDR S&P Oil and Gas E&P ETF Index (XOP Index) |

  62. VESTING OF 2021 PERFORMANCE-BASED AWARDS

    VESTING OF 2021 PERFORMANCE-BASED AWARDS In February 2024, the compensation committee certified the attainment of the pre-established performance goals with respect to performance-based restricted stock units granted to our NEOs in March 2021, which awards were subject to the satisfaction of certain total stockholder return performance conditions relative to our TSR performance peer group for the performance period commencing on January 1, 2021 and ending on December 31, 2023, and continuous service requirements. The compensation committee certified that, based on publicly available information:

  63. VESTING OF 2021 PERFORMANCE-BASED AWARDS

    | (i) | our total stockholder return for the above-referenced performance period was in the 82nd percentile of the TSR performance peer group resulting in a target vesting percentage of 200%; | | (ii) | the annualized absolute total stockholder return percentage for the above-referenced performance period was approximately 55% (approximately 275% on a cumulative basis), resulting in the application of an absolute TSR modifier of 125% and a resulting vesting percentage of 250% of the target number of restricted stock units granted to the NEOs; and | | (iii) | the applicable performance target and other material terms of such performance-based restricted stock unit awards were achieved at such levels for the above-referenced performance period. |

  64. VESTING OF 2021 PERFORMANCE-BASED AWARDS

    As in all prior years, acquired companies were not excluded from the relative comparison during the performance period, and the total stockholder return for such companies was measured assuming the performance period ended for each such company at the announcement of the applicable acquisition. In connection with reaching these performance goals, each of the 2021 performance-based restricted stock unit awards received by Messrs. Stice, Van’t Hof, Wesson and Zmigrosky and Ms. Dick vested at 250% of the target, resulting in the issuance of the shares of the Company’s common stock underlying the 2021 performance-based restricted stock units to these NEOs in March 2024 as follows:

  65. VESTING OF 2021 PERFORMANCE-BASED AWARDS

    | Named Executive Officer | 2021 Performance-Based Restricted Stock Unit Award | Vesting Percentage After Application of Absolute TSR Modifier | Actual 2021 Performance-Based Restricted Stock Units Granted | | Travis D. Stice | 51,748 | 250% | 129,370 | | M. Kaes Van’t Hof | 27,168 | 250% | 67,920 | | Teresa L. Dick | 15,524 | 250% | 38,810 | | Daniel N. Wesson | 11,643 | 250% | 29,108 | | Matt Zmigrosky | 12,420 | 250% | 31,050 |

  66. Senior Management Severance Plan

    Senior Management Severance Plan Effective February 20, 2020, we adopted the Diamondback Energy, Inc. Senior Management Severance Plan, which was (i) amended and restated effective February 21, 2022, to provide for adjustments to severance benefits in connection with certain executive promotions and related title changes, and (ii) further revised pursuant to certain clarifying amendments effective February 11, 2024 (as so amended and restated, the severance plan). We entered into a participation agreement thereunder with each of our NEOs. Pursuant to the participation agreements, the benefits under the severance plan replace any prior employment agreement with each of our NEOs. The severance plan also covers other eligible executives who are selected to participate and replaces any employment agreement they may have had. The severance plan provides a uniform framework for certain severance and change in control benefits that are consistent with market practices and is described in more detail below.

  67. Payments and Benefits Unrelated to a Change in Control

    Payments and Benefits Unrelated to a Change in Control In the event that the employment of a participating executive is terminated by us other than for “cause” (and not by reason of death or disability) or if the participant terminates his or her employment for “good reason” (in each case as defined in the severance plan), in addition to any accrued but unpaid base salary or unreimbursed business expenses payable in accordance with the requirements of applicable law, the participant is entitled to receive severance benefits consisting of:

  68. Payments and Benefits Unrelated to a Change in Control

    | (i) | an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the Annual Incentive Plan or any successor annual cash incentive plan or program; | | (ii) | a multiple of base salary continuation for a specified number of months (2x for 24 months for the Chief Executive Officer, 1x for 21 months for the President, 1x for 18 months for Executive Vice Presidents, 1x for 15 months for Senior Vice Presidents and 1x for 12 months for Vice Presidents); | | (iii) | a pro-rated target annual cash bonus for the year of termination (based on the number of days employed during the year of termination); | | (iv) | reimbursements for the cost of up to 18 months of premiums for COBRA group health continuation coverage; and | | (v) | the vesting or forfeiture, as applicable, of each outstanding unvested equity-based compensation award granted by us or our affiliates in accordance with the terms of the applicable equity award agreement. Mr. Stice’s participation agreement includes terms that are intended to maintain certain benefits under his prior employment agreement and are consistent with prior public disclosure that require each equity award granted to Mr. Stice to become 100% vested upon an eligible termination, and in the case of outstanding performance-based equity awards to vest at the maximum level under the equity award agreement, and be settled within ten business days. |

  69. Severance Benefits Related to a Change in Control

    Severance Benefits Related to a Change in Control In the event that employment of a participant is terminated by us other than for “cause” (and not by reason of death or disability) or if the participant terminates his or her employment for “good reason,” in either case within the two year period (protection period) immediately following the consummation of a change in control (as defined in the severance plan), the participant will be entitled to the benefits described above, except that the salary continuation described in clause (ii) will be replaced by a lump sum cash payment equal to a multiple of the participant’s base salary plus such participant’s average bonus for the preceding three years (3.0x for the Chief Executive Officer, 2.75x for the President, 2.5x for Executive Vice-Presidents, 2.25x for Senior Vice-Presidents and 2.0x for Vice-Presidents).

  70. Severance Benefits Related to Death or Disability

    Severance Benefits Related to Death or Disability The severance plan also provides the same benefits described in clauses (i), (ii), (iii) and (v) above (but not clause (iv)) in the event that a participant dies or becomes disabled (as defined in the severance plan) while employed by us. Mr. Stice’s participation agreement includes terms that are intended to maintain certain benefits under his prior employment agreement and are consistent with prior public disclosure that require the Company to pay 100% of the premiums to continue the group health plan continuation coverage under COBRA for Mr. Stice (in the event of his disability) and his spouse’s and any of his eligible dependents (in the event of his death or disability).

  71. Release and Restrictive Covenants

    Release and Restrictive Covenants The payment of any benefits under the severance plan is conditioned on the participant’s (or if applicable, the participant’s personal representative’s or estate’s) execution of a waiver and general release of claims. The severance plan also includes certain covenants restricting (i) competition with Diamondback and its subsidiaries, (ii) solicitation or hire of employees or agents of Diamondback and its subsidiaries and (iii) interference with business relationships of Diamondback and its subsidiaries with third parties, which covenants apply, in each case, during the period of the participant’s employment with the Company and for a period of one year (or such shorter period described below) following termination of employment (collectively, the restricted period). If a participating executive terminates employment on a basis that is not eligible for severance benefits, the Company can elect to apply these restrictive covenants for a monthly period selected by the Company not to exceed 12 months and receive a waiver and release by payment of an amount equal to one-twelfth of the participant’s annualized base salary plus target annual bonus for each month the restrictive covenants will apply, and such amount will be paid on a pro-rated basis on a regularly scheduled payroll date during such restricted period following the termination date. Notwithstanding the foregoing restrictions, in the event the participant’s employment is terminated by the Company without cause or by the participant for good reason during the protection period or due to the participant’s death or disability, the restrictions on competition with Diamondback and its subsidiaries and on interference with their business relationships with third parties will end on the date of such participant’s termination of employment. We believe that these severance benefits provide the same type of income transition protections that were provided to our executives under their prior employment agreements, offer letters or similar agreements. The severance plan’s provisions are intended to attract and retain qualified executives that could have job alternatives that may appear to them to be less risky absent these arrangements. We believe that the enhanced severance benefits resulting from terminations related to a change in control transaction are in the interest of our stockholders because they provide an incentive for executives to continue to help successfully execute such a transaction from its early stages through consummation. We also believe that these benefits provide important protection to our NEOs, are consistent with the prior employment protections and the practices of peer group companies and are appropriate for the attraction and retention of executive talent.

  72. Viper Long-Term Incentive Plan

    Viper Long-Term Incentive Plan We provide personnel and general and administrative services to our publicly traded subsidiary Viper Energy, Inc. (Nasdaq: VNOM) (“Viper”), including the services of the executive officers and other employees, pursuant to the Services and Secondment Agreement, dated as of November 2, 2023 and effective as of November 13, 2023, the effective time of the conversion of Viper Energy Partners LP (the “Partnership”) from a Delaware limited partnership into a Delaware corporation (the “Conversion”), in substantially the same manner as we previously provided to Viper’s general partner (the “General Partner”) pre-Conversion under Viper’s partnership agreement. Under the terms and conditions of Viper’s Long-Term Incentive Plan (the “Viper LTIP”) adopted by the former General Partner prior to the Partnership’s initial public offering completed on June 23, 2014 and amended and restated in connection with the Conversion, Viper’s board of directors or its compensation committee, established in March 2024, may, from time to time, grant equity awards under the Viper LTIP to our executive officers and other employees who perform services for Viper. No grants under the Viper LTIP were made to our NEOs or other executive officers in 2023. To motive and incentivize our executive officers who perform such services for Viper under the Services and Secondment Agreement and further align their interests with those of Viper’s stockholders, in March 2024, Viper’s board of directors granted performance-based restricted stock unit awards to Viper’s executive officers under the Viper LTIP that are subject to the satisfaction of certain Viper stockholder return performance conditions relative to Viper’s TSR performance peer group during the three-year performance period. For additional information regarding such performance-based awards under the Viper LTIP, see “Stock Ownership—Holdings of Officers and Directors” and related footnotes beginning on page 82.

  73. Annual Incentive Plan

    Annual Incentive Plan In February 2021, the compensation committee of our board of directors adopted the Executive Annual Incentive Compensation Plan (Annual Incentive Plan), replacing our prior 2014 Executive Annual Incentive Compensation Plan. The purpose of the Annual Incentive Plan is to provide an incentive to our executive officers and other selected employees to contribute to the growth, profitability and increased value of the Company. The Annual Incentive Plan is designed to focus on achievement of annual objectives and goals, determined at the beginning of each calendar year. Participants may earn a pre-determined percentage of base salary for the achievement of specified goals (performance targets). The payout opportunity varies for performance above and below the pre-established target performance levels. Performance factors for each award under the Annual Incentive Plan include criteria and objectives determined by the plan administrator used to measure the performance targets during the applicable performance period as a condition to the participant’s receipt of payment with respect to an award. All payments in respect of awards granted under the Annual Incentive Plan are made in cash, paid within a reasonable period after the end of the performance period and designed not to be deferred compensation within the meaning of Section 409 of the Internal Revenue Code (Code). Unless otherwise provided by the compensation committee in connection with a specific termination of employment, if the employment of an NEO or other participant terminates for any reason prior to the payment of any award for any reason other than death or disability, no award will be payable to such participant for that performance period. In the event of a change in control, as such term is defined in the Annual Incentive Plan, each NEO or other participant will be paid the target award amount (the mid-point of any specified range of potential award payment amounts or performance targets), based on the assumption that the performance target was attained at the target level for the entire performance period, payable within a specified period following the consummation of the change in control transaction.

  74. Equity Incentive Plan

    Equity Incentive Plan On April 6, 2021, our board of directors unanimously adopted, subject to stockholder approval, our 2021 Amended and Restated Equity Incentive Plan, amending and restating our 2019 Amended and Restated Equity Incentive Plan. On June 3, 2021, our stockholders approved the 2021 Amended and Restated Equity Incentive Plan. Effective February 11, 2024, the 2021 Amended and Restated Equity Incentive Plan was further revised pursuant to certain clarifying amendments effective February 11, 2024. The 2021 Amended and Restated Equity Incentive Plan, as amended and restated as of the date hereof is referred to as the Equity Incentive Plan. The Equity Incentive Plan became effective as of April 6, 2021, the date adopted by the compensation committee of our board of directors, and will remain in effect until April 6, 2031, unless otherwise terminated earlier by the board of directors. The compensation committee may grant awards under the Equity Incentive Plan, which may include restricted awards, performance awards, stock options and stock appreciation rights, to employees, consultants and directors of our Company and its affiliates; however, incentive stock options may be granted only to employees of our Company and its subsidiary corporations. Consultants do not receive awards pursuant to our current equity compensation program. In the event of certain corporate events or changes in our common stock, the compensation committee will proportionally adjust awards, the number and class of shares available under the Equity Incentive Plan and the maximum number of shares that may be granted under awards to any participant in a calendar year as it determines to be appropriate. In the event of a change in control transaction or other corporate transaction such as a dissolution or liquidation of our Company, or any corporate separation or division, the Equity Incentive Plan provides that all outstanding awards under the Equity Incentive Plan may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company), or may be cancelled either with or without consideration for the vested portion of the awards, all as determined by the compensation committee. If an award would be cancelled without payment of consideration to the extent vested, the participant may exercise the award in full or in part for a period of ten days. Awards granted under the Equity Incentive Plan are subject to the Company’s clawback policy, compliant with the Nasdaq listing standards and Rule 10D-1 under the Exchange Act, which allows us to recoup paid incentive compensation from current and former executive officers in certain instances.

  75. Effect of Our Compensation Policies and Practices on Risk and Risk Management

    | • | We believe that our programs balance short- and long-term incentives for our executive officers providing for an appropriate mix of fixed, discretionary and equity compensation that overall encourages long-term performance. | | • | We believe that annual base salaries for our NEOs do not encourage excessive risk-taking as they are fixed amounts that are subject to discretionary increases by our compensation committee, based, among other factors, on annual performance evaluations. We also believe that such annual base salaries are set at reasonable levels, as compared to the base salaries of similarly situated individuals at our compensation peer group companies. The base salary represents a portion of our NEOs’ overall compensation potential and is balanced by the other elements of their overall compensation potential, which are tied to both performance and long-term service. | | • | Our annual incentive bonuses are designed to award achievement of short-term performance-driven results. The payment and amounts of the 2023 annual incentive bonuses were based, in part, upon meeting of certain performance criteria and targets established by the compensation committee for 2023, as disclosed in more detail above. We believe the performance criteria and applicable targets were set at meaningful levels and do not encourage excessive risk taking. We also believe that performance criteria and targets established by the compensation committee for 2024 were similarly designed to encourage performance, but not excessive risk taking. |

  76. Effect of Our Compensation Policies and Practices on Risk and Risk Management

    | • | Restricted stock units granted to our NEOs are subject to performance-based and time-based provisions. We award restricted stock units to promote performance and ensure that our executives have a continuing stake in the long-term success of the Company as the value of the award will depend on the stock price at and after the time of vesting. We believe that a mixture of performance-based and time-based equity awards represent a balanced approach to long-term equity compensation and do not encourage excessive risk taking that may be associated with the compensation approach focused solely on equity awards that vest strictly based on achieving certain targets. We also believe that the weight given by our compensation committee to performance-based equity awards, as compared to time-based equity awards, provide incentive to our NEOs to take appropriate amount of risk to drive the Company’s performance and enhance stockholder value. | | • | Our NEOs are entitled to certain benefits that are payable upon the occurrence of their termination without “cause,” resignation for “good reason” or certain change in control transactions. See “Potential Payments upon Termination, Resignation or Change of Control for Fiscal Year 2023” and “Other Significant Compensation and Benefit Plans, Policies and Practices—Senior Management Severance Plan” for more information. |

  77. — SUMMARY COMPENSATION TABLE

    — SUMMARY COMPENSATION TABLE The following table provides information concerning compensation of our principal executive officer, principal financial officer, and our three other highest paid executive officers during 2023, each identified as our NEO, for the fiscal years presented below, as applicable.

  78. — SUMMARY COMPENSATION TABLE

    | | | | Stock Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | | | Name and Principal Position | Year | Salary ($) | Performance- based(2) | Time Vested(3) | | | Total ($)(6) | | Travis D. Stice Chief Executive Officer | 2023 | $1,350,000 | $10,512,896 | $3,905,608 | $1,771,875 | $43,007 | $17,583,386 | | | 2022 | $1,333,333 | $9,846,586 | $3,787,865 | $2,143,125 | $41,561 | $17,152,470 | | | 2021 | $1,250,000 | $6,782,093 | $2,541,196 | $2,921,875 | $33,964 | $13,529,128 | | M. Kaes Van’t Hof President and Chief Financial Officer | 2023 | $645,192 | $4,727,935 | $1,756,410 | $682,500 | $39,929 | $7,851,966 | | | 2022 | $607,500 | $4,102,823 | $1,578,334 | $714,375 | $32,386 | $7,035,418 | | | 2021 | $520,000 | $3,560,638 | $1,334,130 | $875,160 | $30,886 | $6,320,814 | | Teresa L. Dick Executive Vice President, Chief Accounting Officer and Assistant Secretary | 2023 | $495,192 | $2,391,736 | $888,545 | $420,000 | $40,685 | $4,236,158 | | | 2022 | $470,333 | $2,188,236 | $841,778 | $482,600 | $33,142 | $4,016,089 | | | 2021 | $447,000 | $2,034,575 | $762,381 | $668,712 | $31,642 | $3,944,310 | | Daniel N. Wesson Executive Vice President and Chief Operating Officer | 2023 | $592,308 | $3,448,761 | $1,281,189 | $567,000 | $39,929 | $5,929,187 | | | 2022 | $541,667 | $2,461,647 | $947,000 | $568,960 | $32,386 | $4,551,660 | | | 2021 | $450,000 | $1,525,932 | $571,749 | $673,200 | $30,886 | $3,251,767 | | Matt Zmigrosky Executive Vice President, Chief Legal and Administrative Officer and Secretary | 2023 | $590,385 | $2,781,276 | $1,033,165 | $504,000 | $40,253 | $4,949,079 | | | 2022 | $545,000 | $2,188,236 | $841,778 | $558,800 | $32,440 | $4,166,254 | | | 2021 | $520,000 | $1,627,765 | $609,905 | $777,920 | $30,940 | $3,566,530 |

  79. — SUMMARY COMPENSATION TABLE

    | (1) The amounts shown in the above table under Stock Awards reflect the grant date fair value of restricted stock units and/or phantom units granted in 2023, 2022 and 2021, respectively, determined in accordance with FASB ASC Topic 718. Dividend equivalent rights were factored into the grant date fair value amounts reported in the above table. See Note 10 to our consolidated financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024, regarding assumptions underlying valuations of equity awards for 2023, 2022 and 2021. Details regarding equity awards that were outstanding at December 31, 2023 can be found in the tables entitled “Outstanding Equity Awards at Fiscal 2023 Year-End under Diamondback’s Equity Incentive Plan,” and “Outstanding Equity Awards under the Viper LTIP at Fiscal 2023 Year-End.” | | (2) Represents the grant date fair value (calculated as discussed in Note 1 above) of the performance-based restricted stock units for each NEO granted under Diamondback’s Equity Incentive Plan for the applicable performance period, subject to the Company’s attainment of certain pre-established performance targets and the NEO’s continuous employment. The Company utilized a Monte Carlo simulation to value the performance-based restricted stock units granted in 2023 based on the probable performance outcome for the target amount of units on the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period. Actual payouts for the performance-based restricted stock units granted in 2023 can range from zero percent up to a maximum equal to 250% of the target number of performance-based restricted stock units granted. If the maximum number of performance-based restricted stock units and the Company’s share price of $144.62 on the grant date is used to determine the value of the performance restricted stock awards granted in 2023 rather than the probable number of shares, the maximum performance-based award values would be $14,646,101 for Mr. Stice, $6,586,718 for Mr. Van’t Hof, $3,332,045 for Ms. Dick, $4,804,710 for Mr. Wesson, and $3,874,804 for Mr. Zmigrosky. | | (3) The aggregate grant date fair values for 2023, 2022 and 2021 for each NEO are attributable to the time-based restricted stock units granted to such NEO under Diamondback’s Equity Incentive Plan on March 1, 2023, March 1, 2022 and March 1, 2021, respectively, in each case vesting in three substantially equal annual installments beginning on the date of grant. | | (4) The amounts shown reflect performance-based annual incentive bonuses granted under the Annual Incentive Plan. |

  80. — SUMMARY COMPENSATION TABLE

    | (5) The following provides a detailed breakdown of the amounts for 2023 under “All Other Compensation” in the Summary Compensation Table: |

  81. — SUMMARY COMPENSATION TABLE

    | Name | Contributions to 401(k) Plan ($) | Life and Medical Insurance Premiums ($) | Executive Physical Reimbursement ($)(7) | Total ($) | | Mr. Stice | 33,000 | 5,064 | 4,943 | 43,007 | | Mr. Van’t Hof | 33,000 | 1,986 | 4,943 | 39,929 | | Ms. Dick | 33,000 | 2,742 | 4,943 | 40,685 | | Mr. Wesson | 33,000 | 1,986 | 4,943 | 39,929 | | Mr. Zmigrosky | 33,000 | 2,310 | 4,943 | 40,253 |

  82. — SUMMARY COMPENSATION TABLE

    | (6) Certain of our NEOs also performed services as executive officers and/or directors of Viper, our publicly traded subsidiary, as set forth in more detail in their respective biographies above, and their time was allocated between managing our business and managing the business of Viper. During 2023, 2022 and 2021, no specific allocations were made by Viper for our executive officers’ services to Viper. | | (7) In addition to the health and wellness benefits generally available to all employees, executive officers are eligible to participate in a supplemental annual physical program, the cost of which is reimbursed by the Company. The amounts reflected in this column represent the average cost of the supplemental annual physical program to the Company. Due to confidentiality requirements, we do not disclose the actual use of this program by the individual NEOs. |

  83. — 2023 GRANTS OF PLAN-BASED AWARDS UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    — 2023 GRANTS OF PLAN-BASED AWARDS UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

  84. — 2023 GRANTS OF PLAN-BASED AWARDS UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Travis D. Stice | 3/1/2023 | $843,750 | $1,687,500 | $3,375,000 | | | | | | | | 3/1/2023 | | | | 20,255 | 40,509 | 101,273 | | $10,512,896 | | | 3/1/2023 | | | | | | | 27,006 | $3,905,608 | | M. Kaes Van’t Hof | 3/1/2023 | $325,000 | $650,000 | $1,300,000 | | | | | | | | 3/1/2023 | | | | 9,109 | 18,218 | 45,545 | | $4,727,935 | | | 3/1/2023 | | | | | | | 12,145 | $1,756,410 | | Teresa L. Dick | 3/1/2023 | $200,000 | $400,000 | $800,000 | | | | | | | | 3/1/2023 | | | | 4,608 | 9,216 | 23,040 | | $2,391,736 | | | 3/1/2023 | | | | | | | 6,144 | $888,545 | | Daniel N. Wesson | 3/1/2023 | $270,000 | $540,000 | $1,080,000 | | | | | | | | 3/1/2023 | | | | 6,645 | 13,289 | 33,223 | | $3,448,761 | | | 3/1/2023 | | | | | | | 8,859 | $1,281,189 | | Matt Zmigrosky | 3/1/2023 | $240,000 | $480,000 | $960,000 | | | | | | | | 3/1/2023 | | | | 5,359 | 10,717 | 26,793 | | $2,781,276 | | | 3/1/2023 | | | | | | | 7,144 | $1,033,165 |

  85. — 2023 GRANTS OF PLAN-BASED AWARDS UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | (1) Reflects performance-based annual incentive cash bonuses granted under the Annual Incentive Plan for 2023. No non-equity incentive plan awards are paid under the Annual Incentive Plan for performance below the pre-determined thresholds. | | (2) For each NEO, these amounts represent the performance-based restricted stock units granted under the Equity Incentive Plan, which awards are subject to the satisfaction of certain relative TSR performance conditions compared to the Company’s TSR performance peer group for the three-year performance period commencing on January 1, 2023 and ending on December 31, 2025, as certified by the compensation committee, and continuous service requirements. The number of restricted stock units that will vest is based on the achievement of a pre-established threshold, target or maximum relative TSR goal, as compared to the Company’s peers, as modified by the absolute TSR modifier. The TSR is calculated over the performance period by dividing (1) the sum of (a) the cumulative value of dividends received during the performance period, assuming reinvestment, plus (b) the difference between the average stock price for the month of December 2025 compared to the average stock price for the month of December 2022; by (2) the average stock price for the month of December 2022. No awards vest if the relative TSR for the applicable performance period is below the threshold percentile. The absolute TSR modifier reduces payouts upon negative performance period TSR, pays at target upon achieving a performance period annual TSR of zero to 15%, and increases payouts upon achieving a performance period annual TSR of greater than 15%. | | (3) Represents the time-based restricted stock units granted to each NEO under the Equity Incentive Plan on March 1, 2023, vesting in three equal annual installments beginning on the date of grant. All of these awards are subject to continuous service requirements. | | (4) The amounts shown reflect the grant date fair value of restricted stock units granted, determined in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024, regarding assumptions underlying valuations of equity awards for 2023. |

  86. — 2023 GRANTS OF PLAN-BASED AWARDS UNDER THE VIPER LTIP

    — 2023 GRANTS OF PLAN-BASED AWARDS UNDER THE VIPER LTIP No awards were made to our NEOs by Viper during the year ended December 31, 2023 under the Viper LTIP. Viper’s common stock is listed on the NASDAQ Global Select Market under the symbol “VNOM.”

  87. — OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    — OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN The following table provides information concerning equity awards outstanding for our NEOs at December 31, 2023 under Diamondback’s Equity Incentive Plan:

  88. — OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested(1) | | Travis D. Stice | | | 129,370(3) | $20,062,700 | | | 9,227(2) | $1,430,923 | 103,810(4) | $16,098,855 | | | 18,004(2) | $2,792,060 | 101,273(5) | $15,705,417 | | | 2,583(14) | $400,572 | | | | M. Kaes Van’t Hof | | | 67,920(3) | $10,533,034 | | | 3,845(6) | $596,283 | 43,255(4) | $6,707,985 | | | 8,096(6) | $1,255,528 | 45,545(5) | $7,063,119 | | | 8,790(7) | $1,363,153 | | | | | 13,183(8) | $2,044,420 | | | | | 25,829(14) | $4,005,561 | | | | Teresa L. Dick | | | 38,810(3) | $6,018,655 | | | 2,050(9) | $317,914 | 23,070(4) | $3,577,696 | | | 4,096(9) | $635,208 | 23,040(5) | $3,573,043 | | | 1,291(14) | $200,208 | | | | Daniel N. Wesson | 2,307(10) | $357,770 | 29,108(4) | $4,514,069 | | | 5,906(10) | $915,902 | 25,953(5) | $4,024,791 | | | 6,595(11) | $1,022,753 | 33,223(12) | $5,152,223 | | | 9,887(12) | $1,533,276 | | | | | 6,457(14) | $1,001,352 | | | | Matt Zmigrosky | | | 31,050(3) | $4,815,234 | | | 2,050(13) | $317,914 | 23,070(4) | $3,577,696 | | | 4,762(13) | $738,491 | 26,793(5) | $4,155,058 | | | 517(14) | $80,176 | | |

  89. — OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | (1) Market value of shares or units that have not vested is based on the closing price of $155.08 per share of our common stock on the Nasdaq Global Select Market on December 29, 2023, which was the last trading day of 2023. | | (2) The 9,227 restricted stock units vested on March 1, 2024 and, of the 18,004 restricted stock units, 9,002 vested on March 1, 2024 and the remaining 9,002 will vest on March 1, 2025. |

  90. — OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | (3) Reflects the maximum number of performance-based restricted stock units granted. These performance-based restricted stock units were granted under the Equity Incentive Plan subject to the satisfaction of certain relative TSR performance conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2021 and ending on December 31, 2023. All of these performance-based restricted stock units vested as of December 31, 2023 at 250% of target upon certification by the compensation committee of attainment of the applicable performance conditions and settlement of these units on February 16, 2024. | | (4) Reflects the maximum number of performance-based restricted stock units granted. These performance-based restricted stock units were granted under the Equity Incentive Plan subject to the satisfaction of certain relative TSR performance conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2022 and ending on December 31, 2024, as certified by the compensation committee, and continuous service requirements. The number of restricted stock units that will vest is based on the achievement of a pre-established threshold, target or maximum relative TSR goal, as compared to the Company’s peers, as modified by the absolute TSR modifier. The TSR is calculated over the performance period by dividing (1) the sum of (a) the cumulative value of dividends received during the performance period, assuming reinvestment, plus (b) the difference between the average stock price for the five trading days ending with the last day of the performance period compared to the average stock price for the five trading days ending immediately prior to the beginning of the performance period; by (2) the average stock price for the five trading days ending immediately prior to the beginning of the performance period. No awards vest if the relative TSR for the applicable performance period is below the threshold percentile. The absolute TSR modifier reduces payouts upon negative performance period TSR, pays at target upon achieving a performance period annual TSR of zero to 15%, and increases payouts upon achieving a performance period annual TSR of greater than 15%. | | (5) Reflects the maximum number of performance-based restricted stock units granted. These performance-based restricted stock units were granted under the Equity Incentive Plan subject to the satisfaction of certain relative TSR performance conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2023 and ending on December 31, 2025, as certified by the compensation committee, and continuous service requirements. The number of restricted stock units that will vest is based on the achievement of a pre-established threshold, target or maximum relative TSR goal, as compared to the Company’s peers, as modified by the absolute TSR modifier. The TSR is calculated over the performance period by dividing (1) the sum of (a) the cumulative value of dividends received during the performance period, assuming reinvestment, plus (b) the difference between the average stock price for the month of December 2025 compared to the average stock price for the month of December 2022; by (2) the average stock price for the month of December 2022. No awards vest if the relative TSR for the applicable performance period is below the threshold percentile. The absolute TSR modifier reduces payouts upon negative performance period TSR, pays at target upon achieving a performance period annual TSR of zero to 15%, and increases payouts upon achieving a performance period annual TSR of greater than 15%. | | (6) The 3,845 restricted stock units vested on March 1, 2024 and, of the 8,096 restricted stock units, 4,048 vested on March 1, 2024 and the remaining 4,048 will vest on March 1, 2025. | | (7) These time-based restricted stock units were granted to Mr. Van’t Hof on March 1, 2019 under the Equity Incentive Plan as part of a one-time retention award and will vest in five substantially equal annual installments beginning on March 1, 2025. | | (8) Reflects the actual number of performance-based restricted stock units granted. These performance-based restricted stock units were granted to Mr. Van’t Hof under the Equity Incentive Plan as part of a one-time retention award subject to the satisfaction of certain relative TSR conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2019 and ending on December 31, 2021, as certified by the compensation committee, and continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. Upon the satisfaction of the performance criteria, all of these performance-based restricted stock units were converted to time-based restricted stock units as of December 31, 2021 with the number of shares determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022. | | (9) The 2,050 restricted stock units vested on March 1, 2024 and, of the 4,096 restricted stock units 2,048 vested on March 1, 2024 and the remaining 2,048 will vest on March 1, 2025. | | (10) The 2,307 restricted stock units vested on March 1, 2024 and, of the 5,906 restricted stock units, 2,953 vested on March 1, 2024 and the remaining 2,953 will vest on March 1, 2025. | | (11) These time-based restricted stock units were granted to Mr. Wesson on March 1, 2019 under the Equity Incentive Plan as part of a one-time retention award and will vest in five substantially equal annual installments beginning on March 1, 2025. | | (12) Reflects the actual number of performance-based restricted stock units granted. These performance-based restricted stock units were granted to Mr. Wesson under the Equity Incentive Plan as part of a one-time retention award subject to the satisfaction of certain relative TSR conditions as compared to our TSR performance peer group for the performance period commencing on January 1, 2019 and ending on December 31, 2021, as certified by the compensation committee, and continuous service requirements, vesting and settling in five substantially equal annual installments beginning on March 1, 2025. Upon the satisfaction of performance criteria, all of these performance-based restricted stock units were converted to time-based restricted stock units as of December 31, 2021 with the number of shares determined based on achieving 100% of target upon certification by the compensation committee of attainment of the applicable performance conditions on February 21, 2022. | | (13) The 2,050 restricted stock units vested on March 1, 2024 and, of the 4,762 restricted stock units, 2,381 vested on March 1, 2024 and the remaining 2,381 will vest on March 1, 2025. | | (14) These time-based restricted stock units were granted to Messrs. Stice, Van’t Hof, Wesson, Zmigrosky and Ms. Dick on August 24, 2022 upon the conversion of the previously-granted Rattler phantom units in connection with the Rattler Merger and will vest in one remaining installment on May 28, 2024, subject to continuous service requirements. |

  91. — OUTSTANDING EQUITY AWARDS UNDER THE VIPER LTIP AT FISCAL 2023 YEAR-END

    — OUTSTANDING EQUITY AWARDS UNDER THE VIPER LTIP AT FISCAL 2023 YEAR-END No equity awards under the Viper LTIP were outstanding for any of our NEOs at December 31, 2023.

  92. — STOCK VESTED DURING FISCAL YEAR 2023 UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    — STOCK VESTED DURING FISCAL YEAR 2023 UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN The following table provides certain information for the NEOs with respect to the number of shares acquired upon the vesting of restricted stock awards under Diamondback’s Equity Incentive Plan during 2023:

  93. — STOCK VESTED DURING FISCAL YEAR 2023 UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Travis D. Stice | 96,357 | $13,521,096 | | M. Kaes Van’t Hof | 69,648 | $9,543,416 | | Teresa L. Dick | 25,919 | $3,631,303 | | Daniel N. Wesson | 27,114 | $3,749,754 | | Matt Zmigrosky | 21,373 | $2,999,658 |

  94. — STOCK VESTED DURING FISCAL YEAR 2023 UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN

    | (1) Value realized on vesting is based on the closing price per share of our common stock on the day prior to the vesting date on the Nasdaq Global Select Market. If the Nasdaq Global Select Market was closed on the day prior to the vesting date, the calculation was made using the opening price on the next day on which the market was open. |

  95. — POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023

    — POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023 The following tables provide information regarding potential payments to each of our NEOs in connection with certain termination events, including a termination related to a change of control of the Company, as of December 31, 2023 under the terms of the Diamondback Energy, Inc. Senior Management Severance Plan. These severance plan arrangements with our NEOs are described in more detail under “Other Significant Compensation and Benefit Plans, Policies and Practices—Senior Management Severance Plan” above.

  96. — POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023

    | | Termination Without Cause or Resignation for Good Reason(1)(2) | | | | | | Name | Base Salary | Annual Incentive Bonus | COBRA Reimbursement | Restricted Stock Units(3) | Total | | Travis D. Stice | $5,400,000(4) | $1,687,500(7) | $22,263(9) | $56,490,449(10) | $63,600,212 | | M. Kaes Van’t Hof | $1,137,500(5) | $650,000(8) | $32,676(9) | $— | $1,820,176 | | Teresa L. Dick | $750,000(6) | $400,000(8) | $22,263(9) | $— | $1,172,263 | | Daniel N. Wesson | $900,000(6) | $540,000(8) | $32,676(9) | $— | $1,472,676 | | Matt Zmigrosky | $900,000(6) | $480,000(8) | $32,676(9) | $— | $1,412,676 | | | Change of Control/No Termination | | | | | | Name | Base Salary | Annual Incentive Bonus(7) | COBRA Reimbursement | Restricted Stock Units(3) | Total | | Travis D. Stice | $— | $1,687,500(7) | $— | $— | $1,687,500 | | M. Kaes Van’t Hof | $— | $650,000(8) | $— | $— | $650,000 | | Teresa L. Dick | $— | $400,000(8) | $— | $— | $400,000 | | Daniel N. Wesson | $— | $540,000(8) | $— | $— | $540,000 | | Matt Zmigrosky | $— | $480,000(8) | $— | $— | $480,000 | | | | Change of Control/Qualifying Termination(1)(12) | | | | | Name | | Lump Sum Cash Severance Payment | COBRA Reimbursement | Restricted Stock Units(3) | Total | | Travis D. Stice | | $12,574,375(13) | $22,263(9) | $56,490,449(10) | $69,087,087 | | M. Kaes Van’t Hof | | $4,520,199(14) | $32,676(9) | $18,986,599(11) | $23,539,474 | | Teresa L. Dick | | $2,959,427(15) | $22,263(9) | $6,421,087(11) | $9,402,777 | | Daniel N. Wesson | | $3,547,633(15) | $32,676(9) | $10,307,392(11) | $13,887,701 | | Matt Zmigrosky | | $3,513,933(15) | $32,676(9) | $6,155,746(11) | $9,702,355 |

  97. — POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023

    | | | Termination upon Death or Disability(1)(16) | | | | | | | Annual Incentive | COBRA | Restricted | | | Name | | Bonus | Reimbursement | Stock Units(3) | Total | | Travis D. Stice | $5,400,000(4) | $1,687,500(7) | $22,263(17) | $56,490,449(10) | $63,600,212 | | M. Kaes Van’t Hof | $1,137,500(5) | $650,000(8) | $— | $18,986,599(18) | $20,774,099 | | Teresa L. Dick | $750,000(6) | $400,000(8) | $— | $6,421,087(18) | $7,571,087 | | Daniel N. Wesson | $900,000(6) | $540,000(8) | $— | $9,306,041(18) | $10,746,041 | | Matt Zmigrosky | $900,000(6) | $480,000(8) | $— | $6,155,746(18) | $7,535,746 |

  98. — POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023

    | (1) The payment of any amounts or provision of any benefits to each NEO under the severance plan is subject to (i) such NEO’s (or, if applicable, his or her representative’s or estate’s) execution, within 45 days following receipt (or such shorter period as set forth in such release), of a waiver and general release of claims, and such waiver and general release of claims becoming effective and irrevocable in accordance with its terms within 60 days following such NEO’s termination date and (ii) ongoing compliance with certain non-competition and non-solicitation obligations. | | (2) Represents the amounts payable to each NEO under the severance plan and the applicable NEO participation agreement, under which, in the event we terminate such NEO’s employment with us other than for “cause” (and not by reason of death or disability), or if such NEO terminates his or her employment with us for “good reason,” he or she will be entitled to receive (i) an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the Annual Incentive Plan, (ii) a multiple of base salary continuation (2x for 24 months for Mr. Stice, 1x for 21 months for Mr. Van’t Hof and 1x for 18 months for each other NEO), (iii) a target annual cash bonus for the year of termination (pro-rated, if applicable based on the number of days employed during the year of termination), (iv) reimbursement for the cost of up to 18 months of premiums for COBRA group health continuation coverage and (v) the vesting or forfeiture (as applicable) of each outstanding unvested equity-based compensation award granted by us or our affiliates in accordance with the terms of the applicable equity award agreement. | | (3) The value of restricted stock units was calculated based on the closing price of our common stock of $155.08 per share on December 29, 2023, which is the last trading day of 2023. | | (4) Represents an amount equal to the base salary continuation of 2x for 24 months for Mr. Stice. | | (5) Represents an amount equal to the base salary continuation of 1x for 21 months for Mr. Van’t Hof. | | (6) Represents an amount equal to the base salary continuation of 1x for 18 months for each of Ms. Dick, Mr. Wesson and Mr. Zmigrosky. | | (7) Represents an amount equal to the target bonus under the Annual Incentive Plan for Mr. Stice, representing 125% of his annual base salary. | | (8) Represents an amount equal to the target bonus under the Annual Incentive Plan for each of these NEOs, representing (i) 100% of the annual base salary for Mr. Van’t Hof, (ii) 90% of the annual base salary for Mr. Wesson, and (iii) 80% of the applicable annual base salary for each of Ms. Dick and Mr. Zmigrosky. | | (9) Represents reimbursement for the cost of up to 18 months of premiums for COBRA group health continuation coverage. | | (10) Mr. Stice’s participation agreement includes terms that are intended to maintain certain benefits under his prior employment agreement and require each equity award granted to Mr. Stice to become 100% vested upon an eligible termination, and in the case of outstanding performance-based equity awards to vest at the maximum level under the equity award agreement and be settled within ten business days. | | (11) The restricted stock units granted under Diamondback’s Equity Incentive Plan to each of Mr. Van’t Hof, Ms. Dick, Mr. Wesson and Mr. Zmigrosky that remained unvested as of December 31, 2023 have double-trigger provisions and will vest upon (i) qualifying termination without cause within 24 months of the occurrence of the change in control of the Company or (ii) upon such executive officer’s death or disability. | | (12) Represents the amounts payable to each NEO under the severance plan and the applicable NEO participation agreement, under which, in the event that the employment of an NEO is terminated by us other than for “cause” (and not by reason of death of disability), or if such NEO terminates his or her employment with us for “good reason,” in each case within the two-year period immediately following a change in control (as defined in the severance plan), he or she will be entitled to receive (i) an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the Annual Incentive Plan, (ii) a lump sum cash payment equal to a multiple of the participant’s base salary plus such participant’s average bonus for the preceding three years (3x for Mr. Stice, 2.75x for Mr. Van’t Hof and 2.5x for each other NEO), (iii) a target annual cash bonus for the year of termination (pro-rated, if applicable based on the number of days employed during the year of termination), (iv) reimbursements for the cost of up to 18 months of premiums for COBRA group health continuation coverage and (v) the vesting or forfeiture (as applicable) of each outstanding unvested equity-based compensation award granted by us or our affiliates in accordance with the terms of the applicable equity award agreement. | | (13) Represents a lump sum cash payment equal to 3x Mr. Stice’s base salary plus Mr. Stice’s average bonus for the preceding three years ended December 31, 2022 and a target annual cash bonus for the year of termination. | | (14) Represents a lump sum cash payment equal to 2.75x Mr. Van’t Hof’s base salary plus Mr. Van’t Hof’s average bonus for the preceding three years ended December 31, 2022 and a target annual cash bonus for the year of termination. | | (15) For each of Ms. Dick, Mr. Wesson and Mr. Zmigrosky, represents a lump sum cash payment equal to 2.5x such NEO’s base salary plus such NEO’s average bonus for the preceding three years ended December 31, 2023 and a target annual cash bonus for the year of termination. | | (16) In the event that an NEO dies or becomes disabled while employed by us, such NEO will be entitled to (i) an amount, if any, equal to the bonus that would be payable for services attributable to a completed prior year performance period that has not been paid under the terms of the Annual Incentive Plan, (ii) a multiple of base salary continuation (2x for 24 months for Mr. Stice, 1x for 21 months for Mr. Van’t Hof and 1x for 18 months of each other NEO) and (iii) a target annual cash bonus for the year of termination (pro-rated, if applicable based on the number of days employed during the year of termination). | | (17) Represents reimbursements for the cost of up to 18 months of premiums for COBRA group health continuation coverage to Mr. Stice’s spouse and any eligible dependents, as provided by the terms of Mr. Stice’s participation agreement under the severance plan. | | (18) Under the terms of the applicable award agreement, upon such NEO’s death or disability the number of performance-based restricted stock units the officer is entitled to is not determined until the end of the performance period and is settled at the same time it would have had the officer remained employed. For purposes of calculating the number of performance-based restricted stock units that such NEO would be entitled to upon his or her death or disability, the Company assumed that the performance conditions were satisfied at target. |

  99. — PAY RATIO DISCLOSURE

    — PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio and supporting information comparing the median of the annual total compensation of our employees (including full-time, part-time, seasonal and temporary employees) other than Mr. Stice, our Chief Executive Officer, and the annual total compensation of our Chief Executive Officer. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. For the year ended December 31, 2023, our last completed fiscal year:

  100. — PAY RATIO DISCLOSURE

    | • | The median of the annual total compensation of all of our employees, other than our Chief Executive Officer, is $167,164. | | • | The annual total compensation of our Chief Executive Officer is $17,583,386. | | • | The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is 105 to 1. |

  101. — PAY RATIO DISCLOSURE

    To identify the median employee for 2023 (the 2023 Median Employee), we reviewed our employee population as of December 31, 2023. For 2023, we used wages reported in Box 1 of IRS Form W-2 during the 12-month period ending on December 31, 2023, as a consistently applied compensation measure. We did not annualize the wages for new employees or employees on unpaid leave of absence who were employed for less than the full fiscal year, or make cost of living adjustments. Based on this methodology, we identified an employee whose compensation was at the median of the employee data. Once we identified the 2023 Median Employee, we calculated the annual total compensation using the rules applicable to the Summary Compensation Table. With respect to the annual total compensation of our Chief Executive Officer we used the amount reported in the “Total” column for 2023 in the Summary Compensation Table on page 62. The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, including those within our industry, and may not be comparable to pay ratios reported by other companies.

  102. — PAY VERSUS PERFORMANCE DISCLOSURE

    — PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our CEO, who is referred to in the table below as our PEO, and our other named executive officers, who are referred to in the table below as our Non-PEO NEOs, and certain financial performance of the Company. For further information concerning Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  103. — PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (Loss) (in millions)(7) | Return on Average Capital Employed (“ROACE”)(8) | | 2023 | $17,583,386 | $34,552,688 | $5,741,598 | $11,423,738 | $199.06 | $191.21 | $3,336 | 18.1% | | 2022 | $17,152,470 | $19,146,286 | $4,942,355 | $7,154,630 | $166.41 | $199.20 | $4,562 | 25.6% | | 2021 | $13,529,128 | $24,998,355 | $5,073,857 | $9,988,565 | $122.81 | $125.35 | $2,276 | 15.7% | | 2020 | $10,152,471 | $33,687 | $3,512,243 | $(2,684,214) | $54.00 | $68.01 | $(4,672) | 4.5% |

  104. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |

  105. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |

  106. — PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Reported Summary Compensation Table Total for PEO | Deductions: Reported Value of Equity Awards(a) | Additions: Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $17,583,386 | $14,418,503 | $31,387,805 | $34,552,688 | | 2022 | $17,152,470 | $13,634,451 | $15,628,267 | $19,146,286 | | 2021 | $13,529,128 | $9,323,289 | $20,792,516 | $24,998,355 | | 2020 | $10,152,471 | $7,306,740 | $(2,812,044) | $33,687 |

  107. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. | | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  108. — PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End | Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2023 | $11,649,872 | $16,848,426 | $1,265,501 | $307,118 | $— | $1,316,888 | $31,387,805 | | 2022 | $7,085,036 | $3,076,336 | $1,274,387 | $2,424,112 | $— | $1,768,396 | $15,628,267 | | 2021 | $8,725,605 | $9,360,053 | $796,720 | $1,599,271 | $— | $310,867 | $20,792,516 | | 2020 | $4,150,613 | $(7,029,183) | $919,212 | $(1,244,829) | $— | $392,143 | $(2,812,044) |

  109. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The dollar amounts reported represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Van’t Hof, Ms. Dick, Mr. Wesson and Mr. Zmigrosky; (ii) for 2022, Mr. Van’t Hof, Ms. Dick, Mr. Wesson and Mr. Zmigrosky; (iii) for 2021, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Zmigrosky; and (iv) for 2020, Mr. Van’t Hof, Ms. Dick, Mr. Pantermuehl and Mr. Wesson. |

  110. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to our Non-PEO NEOs, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for our Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |

  111. — PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deductions: Average Reported Value of Equity Awards | Additions: Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non- PEO NEOs | | 2023 | $5,741,598 | $4,577,254 | $10,259,394 | $11,423,738 | | 2022 | $4,942,355 | $3,787,458 | $5,999,733 | $7,154,630 | | 2021 | $5,073,857 | $3,706,041 | $8,620,749 | $9,988,565 | | 2020 | $3,512,243 | $2,557,358 | $(3,639,099) | $(2,684,214) |

  112. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  113. — PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year End Fair Value of Current Year Equity Awards that Remain Unvested at Year-End | Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year-End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | $3,698,286 | $5,543,551 | $401,778 | $44,243 | $— | $571,536 | $10,259,394 | | 2022 | $1,968,114 | $1,792,264 | $354,020 | $1,076,240 | $— | $809,095 | $5,999,733 | | 2021 | $3,468,438 | $3,971,326 | $316,714 | $523,277 | $— | $340,994 | $8,620,749 | | 2020 | $1,452,709 | $(4,913,332) | $321,734 | $(982,699) | $— | $482,489 | $(3,639,099) |

  114. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the four-year period included in this table, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  115. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at December 31, 2019. The peer group used for this purpose in 2023 consists of the following companies: APA Corporation, Coterra Energy, Inc., Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Ovintiv Inc. and Pioneer Natural Resources Company. The peer group used for this purpose in 2022 consisted of the following companies: APA Corporation, Continental Resources, Inc., Coterra Energy, Inc., Devon Energy Corporation, EOG Resources, Inc., Hess Corporation, Marathon Oil Corporation, Ovintiv Inc. and Pioneer Natural Resources Company. Continental Resources, Inc. was removed from the 2023 peer group due to its conversion from a publicly traded company to a privately held company in November 2022. After the removal of Continental Resources, Inc., the 2022 peer group and the 2023 peer group are made up of the same companies. |

  116. — PAY VERSUS PERFORMANCE DISCLOSURE

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | | (8) ROACE (%) is a non-GAAP financial measure. See Schedule A for the definition of this non-GAAP financial measure and its reconciliation to the most directly comparable GAAP measure, and for other important financial information. |

  117. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table consistent with SEC rules. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  118. PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN

    PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN

  119. PAY VS. PERFORMANCE: NET INCOME ($MM)

    PAY VS. PERFORMANCE: NET INCOME ($MM) Compensation Actually Paid and ROACE

  120. PAY VS. PERFORMANCE: ROACE (%)

    PAY VS. PERFORMANCE: ROACE (%) All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  121. — 2023 DIRECTOR COMPENSATION

    — 2023 DIRECTOR COMPENSATION Our non-employee directors receive a combination of cash and equity compensation designed to attract and retain qualified candidates to serve on our board of directors. In setting non-employee director compensation, our board of directors considers the significant amount of time that directors spend in fulfilling their duties to the Company and our stockholders as well as the skill level required by our non-employee directors. The compensation committee is responsible for determining the type and amount of compensation for our non-employee directors. The compensation committee engaged Meridian, as its independent compensation consultant, to assist in the annual review of non-employee director compensation with a view to provide a pay program that compensates non-employee directors near the median of our peers by providing benchmark compensation data and recommendations for non-employee director compensation program design. Employee directors are not separately compensated for their service on the Board. The 2023 non-employee director compensation program was modified effective April 1, 2023 to increase the annual director cash retainer from $80,000 per year to $90,000 per year and to include an annual cash retainer of $25,000 per year for the Lead Independent Director.

  122. Director Compensation

    Director Compensation The table below describes the non-employee director compensation program for 2023. The annual retainer for the former chairman of the board, and the director, committee chair and committee member retainers are payable quarterly in advance to each non-employee director. Under our director compensation program, our non-employee directors may annually elect to defer payment of up to 100% of his or her annual grant of restricted stock units and any related dividend equivalent rights until separation from service as a non-employee director of the Company. A deferral election may be made on a form provided by the compensation committee during the election period established by the compensation committee, which shall end no later than December 31 of the calendar year prior to the award date. Our non-employee directors are also reimbursed for customary expenses incurred while attending meetings of the Board and its committees.

  123. Director Compensation

    | Type of Fee | Amount ($) | | Annual Director Retainer | 90,000 | | Annual Retainer for the Former Chairman of the Board(1) | 110,000 | | Annual Lead Independent Director Retainer | 25,000 | | Annual Audit Committee Chair Retainer | 20,000 | | Annual Audit Committee Member Retainer | 10,000 | | Annual Other Committee Chair Retainer | 15,000 | | Annual Other Committee Member Retainer | 5,000 | | Annual Restricted Stock Unit Award(2) | 200,000 |

  124. Director Compensation

    | (1) Effective April 1, 2023, Mr. West, as former Chairman of the Board, received an additional annual retainer of $110,000, to be paid quarterly, as compensation for providing support and guidance to Mr. Stice and to facilitate the Company’s succession plans. Mr. Stice will not receive the Annual Director Retainer or the Annual Restricted Stock Unit Award. As an employee director, Mr. Stice does not serve on any of the Board committees. | | (2) During 2023, we provided our non-employee directors with equity compensation under our equity incentive plan valued at $200,000. The number of restricted stock units awarded to each non-employee director in 2023 equaled $200,000 divided by $130.98 (the average closing price of a share of our common stock for the five trading days immediately preceding the date of grant). The annual grant of restricted stock units is generally made to our non-employee directors at the close of business on the date of each annual meeting of our stockholders. On June 8, 2023, each non-employee director was granted 1,527 restricted stock units which will vest on the earlier of June 8, 2024 and the date of the 2024 annual meeting of stockholders. |

  125. Director Compensation

    The following table contains information with respect to 2023 compensation of our non-employee directors who served in such capacity during that year, except that the 2023 compensation of Mr. Stice, our Chairman of the Board and Chief Executive Officer, is disclosed in the Summary Compensation Table above.

  126. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Vincent K. Brooks | $117,500 | $203,610 | $321,110 | | Michael P. Cross | $55,000 | $— | $55,000 | | David L. Houston | $112,500 | $203,610 | $316,110 | | Rebecca A. Klein | $92,500 | $203,610 | $296,110 | | Stephanie K. Mains | $112,500 | $203,610 | $316,110 | | Mark L. Plaumann | $122,500 | $203,610 | $326,110 | | Melanie M. Trent | $141,250 | $203,610 | $344,860 | | Frank D. Tsuru | $92,500 | $203,610 | $296,110 | | Steven E. West(3)(4) | $200,000 | $203,610 | $403,610 |

  127. Director Compensation

    | (1) Of these amounts, $27,500, $26,250, $26,250, $21,250, $26,250, $28,750, $28,750, $21,250 and $50,000 were payments made in December 2022 to General Brooks, Mr. Cross, Mr. Houston, Ms. Klein, Ms. Mains, Mr. Plaumann, Ms. Trent, Mr. Tsuru and Mr. West, respectively, for services to be performed in the first quarter of 2023. Excluded from these amounts were payments of $30,000, $28,750, $23,750, $28,750, $31,250, $37,500, $23,750 and $50,000 made in December 2023 to General Brooks, Mr. Houston, Ms. Klein, Ms. Mains, Mr. Plaumann, Ms. Trent, Mr. Tsuru and Mr. West, respectively, for services to be performed in the first quarter of 2024. | | (2) The amounts shown reflect the grant date fair value of restricted stock units granted, determined in accordance with FASB ASC Topic 718. See Note 10 to our consolidated financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K, filed with the SEC on February 22, 2024, regarding assumptions underlying valuations of equity awards for 2023. Each non-employee director was awarded 1,527 restricted stock units on June 8, 2023, which will vest on the earlier of the one-year anniversary of the date of grant and the date of the 2024 annual meeting of stockholders. Except for General Brooks and Mr. West, each of the other non-employee directors elected to defer the receipt of the vested restricted stock units granted in 2023 until separation from service as a non-employee director of the Company. No additional equity awards were received by our non-employee directors to date in 2024. Dividend equivalent rights are not reflected in the aggregate grant date fair value of the restricted stock unit awards. | | (3) Excludes the compensation awarded to Mr. West for his services as (i) a director and Chairman of the Board of Viper in 2023, which consisted of (a) $60,000 in cash and (b) a grant of 3,863 phantom units on July 10, 2023 (which converted into the same number of restricted stock units in the Conversion completed by Viper on November 13, 2023), with the grant date fair value of $97,618, and a vesting date of July 10, 2024. |

  128. — REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS

    | • | a transaction involving compensation of directors; | | • | a transaction involving compensation of an executive officer or involving an employment agreement, severance arrangement, change in control provision or agreement or special supplemental benefit of an executive officer; | | • | a transaction with a related party involving less than $120,000; | | • | a transaction in which the interest of the related party arises solely from the ownership of a class of our equity securities and all holders of that class receive the same benefit on a pro rata basis; | | • | a transaction involving indemnification payments and payments under directors and officers indemnification insurance policies made pursuant to our certificate of incorporation or bylaws or pursuant to any policy, agreement or instrument of the Company or to which the Company is bound; and | | • | a transaction in which the interest of the related party arises solely from indebtedness of a 5% stockholder or an “immediate family member” of a 5% stockholder. |