Charles Meloy
Diamondback EnergyAbout Charles A. Meloy
Charles A. Meloy, 64, joined Diamondback Energy’s board in September 2024 following the Endeavor merger. He holds a B.S. in Chemical Engineering from Texas A&M (1982) and previously served as President & CEO of Endeavor Energy Resources (2016–2020) and EVP U.S. Onshore E&P at Anadarko Petroleum (through 2015). The board has determined he is not independent under Nasdaq standards; he was designated to the board by the Stephens Stockholders pursuant to the Endeavor merger agreement framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endeavor Energy Resources, L.P. | President & CEO | Feb 2016 – Sep 2020 | Led private E&P operator through growth and operational oversight |
| Anadarko Petroleum Corporation | EVP, U.S. Onshore Exploration & Production | Until retirement in 2015 | Senior leadership of U.S. onshore operations |
| Kerr-McGee Corporation | Vice President, Exploration & Production | Prior to Anadarko | Upstream leadership pre-Anadarko tenure |
External Roles
| Organization | Role | Tenure/Status | Type |
|---|---|---|---|
| Western Gas Equity Partners | Director | Prior; dates not disclosed | Prior public MLP board role |
| Independent Producers of America Association | Director | Prior; dates not disclosed | Industry association governance |
| API Upstream Committee | Member | Prior; dates not disclosed | Industry standards/policy body |
| Other current public company boards | N/A | 0 current boards | As disclosed by FANG |
Board Governance
- Committee memberships: Safety, Sustainability and Corporate Responsibility Committee (appointed September 10, 2024); not a chair .
- Independence: Not independent (board determined only Stice, Meloy, Van’t Hof are non‑independent among nominees) .
- Attendance/engagement: Each director attended at least 92% of 2024 board and committee meetings; independent directors met in six executive sessions in 2024 .
- Blockholder designation: One of four directors designated by the Stephens Stockholders under the September 2024 stockholders agreement following the Endeavor merger .
- Related‑party controls: Audit Committee reviews and approves related party transactions; robust committee charters and annual evaluations are in place .
Fixed Compensation
Director compensation program (standard, 2024):
| Type of Fee | Amount ($) |
|---|---|
| Annual Director Retainer | $90,000 |
| Lead Independent Director Retainer | $25,000 |
| Audit Committee Chair Retainer | $20,000 |
| Audit Committee Member Retainer | $10,000 |
| Other Committee Chair Retainer | $15,000 |
| Other Committee Member Retainer | $5,000 |
| Annual Restricted Stock Unit Award | $200,000 (prorated for directors joining after meeting) |
Charles A. Meloy – 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | $29,171 |
| Stock awards (grant‑date fair value) | $140,622 |
| Total | $169,793 |
Non‑employee directors may elect to defer up to 100% of annual RSUs until separation from board service; all non‑employee directors other than Brooks and West elected deferral in 2024 (includes Meloy) .
Performance Compensation
| Element | Terms |
|---|---|
| Director RSUs | Annual grant sized at $200,000 (prorated if appointed after annual meeting); time‑based vesting to next annual meeting; deferral available; no performance metrics for director equity |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | 0 |
| Stephens Stockholders designation | Designated to FANG board under the Stephens Stockholders Agreement post‑Endeavor merger, alongside Holderness, Reeves, Robertson |
| Major stockholder influence | Stephens Stockholders beneficially own ~34.58% of FANG common stock |
Expertise & Qualifications
- Core competencies: Industry background; executive experience; M&A/finance/capital markets; EHSS; risk management .
- Education/professional: B.S. Chemical Engineering (Texas A&M, 1982); memberships in Society of Petroleum Engineers and Texas Professional Engineers .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Charles A. Meloy | 1,085,875 | <1% |
Stock ownership alignment and policies:
- Director stock ownership guideline: 5x base annual retainer; all non‑employee directors were in compliance as of Dec 31, 2024 .
- Anti‑hedging/pledging: Directors prohibited from hedging, shorting, and pledging/margin accounts; supplemental insider trading policy forbids pledging and margin use .
Governance Assessment
- Strengths: Deep Permian and U.S. onshore operating expertise; active role on safety/sustainability committee; strong board process discipline (independent executive sessions; annual evaluations; high attendance); robust anti‑hedging/anti‑pledging policy and stock ownership guidelines enhance alignment .
- Watch items and potential conflicts (RED FLAGS highlighted):
- RED FLAG: Not independent; designated by a controlling stockholder group (Stephens) with board appointment rights, creating potential influence and perceived conflicts .
- Mitigants: Audit Committee reviews related‑party transactions; majority of board and committees are independent; governance enhancements (proxy access, majority voting, special meeting rights) support stockholder protections .
- Compensation mix and alignment: Equity‑heavy director pay (2024: ~$141k equity vs ~$29k cash) suggests alignment via stock ownership; RSUs are time‑based and subject to deferral (computed from ) .
- Shareholder sentiment: 2024 say‑on‑pay supported by ~96.5% of votes, indicating broad investor confidence in compensation governance (context for overall board credibility) .