Darin Holderness

About Darin G. Holderness

Independent director of Diamondback Energy (FANG), age 61, serving since February 2025. He sits on the Audit Committee and is designated an “audit committee financial expert.” Holderness holds a BBA in Accounting from Boise State University and is a Certified Public Accountant, with prior CFO and chief accounting roles across multiple energy companies.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (appointed Feb 3, 2025), chairperson is Stephanie K. Mains; committee met 4 times in 2024. Holderness is one of multiple independent members (post‑2025).
• Independence and expertise: Independent under Nasdaq and SEC rules; qualifies as an audit committee financial expert.
• Board cadence: Board met 10 times in 2024; independent directors held six executive sessions; each director (serving in 2024) attended at least 92% of board/committee meetings. (Holderness joined in 2025; company-wide attendance statistic provides context.)
• Governance context: Lead Independent Director is Melanie M. Trent; committee charters publicly available; rigorous annual board/committee evaluations.

Fixed Compensation

Program notes: Employee directors do not receive director compensation; RSUs generally vest on the earlier of one year or next annual meeting.

Performance Compensation

• None disclosed for non-employee directors; annual director equity is time-based RSUs (no PSU metrics).

Other Directorships & Interlocks

• Designation under Stephens Stockholders Agreement: Following the Endeavor merger (closed Sept 10, 2024), Stephens Stockholders designated four directors, including Darin G. Holderness, to the Diamondback board. The number of designees declines as their ownership falls below thresholds.
• Company-wide independence: 10 of 13 nominees in 2025 are independent; Holderness is independent under Nasdaq rules.
• Corporate opportunities waiver: Diamondback’s charter permits non-employee directors and affiliates to pursue opportunities that may compete with the company, subject to DGCL; potential governance consideration for stockholder-designated directors.

Expertise & Qualifications

• Skills matrix credentials include: Financial Reporting/Accounting, M&A/Finance/Capital Markets, Corporate Governance, Risk Management, Executive Compensation/Human Capital, Technology & Cyber Defense.
• Education and certification: BBA (Accounting), Boise State University; Certified Public Accountant.

Equity Ownership

• Director ownership guidelines: Non-employee directors must hold company stock equal to 5x the base annual retainer; compliance reviewed annually. As of Dec 31, 2024, all non-employee directors were in compliance (Holderness joined in 2025 and will be measured under the guidelines going forward).
• Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging company securities; insider trading policies restrict margin accounts and require trading windows/preclearance for designated persons.

Governance Assessment

• Positives

  • Independent director with deep CFO/accounting experience; audit committee financial expert—supports robust financial oversight.
  • Audit Committee membership strengthens controls over financial reporting, internal controls, related-party reviews, cybersecurity risk oversight.
  • Strong company policies: clawback compliant with Nasdaq Rule 10D‑1; anti-hedging/pledging; director ownership guidelines.
  • Stockholder support: 2024 say‑on‑pay approval ~96.5%. (Also reflected in 8‑K vote tallies across proposals)

• Potential conflicts/RED FLAGS (monitoring items)

  • Stockholder designation: Stephens Stockholders Agreement grants board seats to large holders post-Endeavor merger (including Holderness). While he is independent under Nasdaq rules, designation rights can raise perceived influence concerns; mitigated by committee independence and broad board independence.
  • Corporate opportunities waiver in charter for non-employee directors and affiliates—potentially increases conflict-of-interest risk; board-level processes and Audit/Nominating oversight are key mitigants.
  • Early tenure ownership level (399 shares) reflects new appointment; adherence to director ownership guidelines over time should be monitored for alignment.

• Related-party transactions

  • Audit Committee is charged with reviewing and approving related-party transactions; no specific Holderness-related transactions disclosed in available excerpts. (Section exists: “Certain Relationships and Related Party Transactions”)

• Compensation committee independence and consultant

  • Compensation Committee fully independent; engages Meridian as independent consultant; robust pay-for-performance structure at the company.

• Shareholder engagement and board effectiveness

  • Board conducts annual evaluations; independent executive sessions; committee charters and governance guidelines publicly available.

Overall, Holderness brings strong audit/finance oversight at a time of significant strategic change (Endeavor integration), with governance safeguards in place; ongoing monitoring of stockholder-designation dynamics and ownership alignment is warranted.