Frank Tsuru
Diamondback EnergyAbout Frank D. Tsuru
Frank D. Tsuru (age 65) is an independent director of Diamondback Energy (FANG) since July 2022, serving on the Compensation Committee and the Safety, Sustainability and Corporate Responsibility Committee. He holds a B.S. in Petroleum Engineering from the University of Kansas and has extensive operational and midstream leadership experience, including CEO roles and company founding across upstream and midstream sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentum Midstream, LLC (private) | Chief Executive Officer; Director; Co-founder | 2004–Present | Midstream leadership; capital markets and M&A experience |
| Indigo Natural Resources, LLC (private) | Chief Executive Officer; Director | 2016–2021 (acquired by Southwestern Energy in 2021) | Led upstream operations; strategic transaction outcome |
| Aka Energy (private) | Founder | 2002 | Focused on acquiring midstream assets off SUIT Reservation |
| Red Cedar Gathering (SUIT midstream) | Ran midstream company | 1995–2002 | Operational leadership in midstream |
| Southwestern Production (upstream) | Founder | 1990 (sold to ConocoPhillips) | Upstream development; M&A exit |
| TXO Production Corp. | Drilling & production engineer | Early career | Reserve evaluation; M&A support |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| KU Endowment | Board of Trustees | Not disclosed | Governance; university endowment oversight |
| Boy Scouts of America | Board member | Not disclosed | Non-profit governance |
| Yellowstone Academy (private Christian school) | Board member | Not disclosed | Education/non-profit governance |
Board Governance
- Independence: Designated “INDEPENDENT” in proxy; majority independent board structure with independent committee chairs .
- Engagement & Attendance: Board met 10 times in 2024; each director attended at least 92% of board and committee meetings; all director nominees serving as of June 6, 2024 attended the 2024 Annual Meeting in person .
- Committee Charters: Charters for Audit, Compensation, Nominating & Corporate Governance, and Safety, Sustainability & Corporate Responsibility available on company website under Investors—Corporate Governance .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compensation Committee | Member | 4 | CEO and executive compensation; annual incentive criteria; equity plan administration; stock ownership guidelines; clawback policy; director compensation recommendations; authority to engage independent consultant |
| Safety, Sustainability & Corporate Responsibility Committee | Member | 2 | EHS strategy and disclosures; climate and reputational risk oversight; target-setting and performance evaluation; human capital, diversity & inclusion; CSR report review |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Payable quarterly; increased from $80,000 effective April 1, 2023 |
| Other Committee Chair Retainer | $15,000 | For non-Audit committee chairs; not applicable to Tsuru (member) |
| Other Committee Member Retainer | $5,000 | Per committee membership |
| Audit Committee Chair Retainer | $20,000 | Not applicable |
| Audit Committee Member Retainer | $10,000 | Not applicable |
| Lead Independent Director Retainer | $25,000 | Role-specific; not applicable |
| 2024 Director Compensation (Tsuru) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Frank D. Tsuru | $96,250 | $197,726 | $293,976 |
Performance Compensation (Director Equity)
- Non-employee directors receive annual RSU grants; number of RSUs equals $200,000 divided by the 5-day average closing price before grant; grants generally made at the close of the Annual Meeting; deferral elections allowed up to 100% until separation from service .
- 2024 Grants: Each non-employee director serving prior to June 6, 2024 received 1,035 RSUs on June 6, 2024, vesting on the earlier of June 6, 2025 or the 2025 annual meeting; most directors (including Tsuru) elected to defer receipt until separation; dividend equivalent rights are not included in grant-date fair value .
| Grant Date | RSUs Granted | Grant-Date Valuation Basis | Vesting Terms | Deferral Election |
|---|---|---|---|---|
| June 6, 2024 | 1,035 | $200,000 ÷ $193.14 (5-day average price) | Earlier of June 6, 2025 or 2025 annual meeting | Tsuru elected deferral (except Brooks and West; others deferred) |
Note: Director RSUs are time-based; no performance metrics apply to non-employee director equity awards .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Mr. Tsuru in the proxy biography section .
- Compensation Committee Interlocks: None—no member has been an officer/employee of the company; none of FANG’s executive officers served on another company’s board/compensation committee with reciprocal overlap during the past fiscal year .
Expertise & Qualifications
- Executive leadership in midstream and upstream operations; M&A/finance/capital markets experience; EHS & sustainability; compensation and human capital management; risk management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Frank D. Tsuru | 5,730 | <1% |
- Stock Ownership Guidelines: Non-employee directors must own FANG common stock equal in value to 5x the base annual retainer; stock options and unvested performance-based awards excluded from ownership calculation; compliance reviewed annually; as of December 31, 2024, all non-employee directors were in compliance .
- Anti-Hedging/Pledging: Directors and executive officers prohibited from hedging, short selling, options, swaps, collars, and pledging/margin accounts; to the company’s knowledge, all are in compliance .
Governance Assessment
-
Strengths
- Independent director with deep sector operating expertise; active roles on Compensation and Safety/Sustainability committees signal engagement on pay governance and EHS/climate risk oversight .
- Strong attendance culture: board met 10 times; each director attended at least 92% of meetings; directors encouraged to attend Annual Meeting and did so in 2024 .
- Director pay design blends cash ($90k retainer plus committee fees) and equity ($200k RSUs), with optional deferral—aligns with long-term interests; most directors deferred 2024 RSUs, including Tsuru .
- Ownership alignment: 5x retainer guideline; Board reports all non-employee directors in compliance as of year-end 2024 .
- No compensation committee interlocks; use of independent consultant (Meridian) for director pay benchmarking to peer median .
- Robust policies: clawback for executives per Nasdaq Rule 10D-1; anti-hedging and anti-pledging for directors/executives .
-
Watch items
- External role as CEO/director of Momentum Midstream (private) could present potential related-party exposure if transactions arise; Audit Committee reviews/approves related party transactions under formal policy. The 2025 proxy discloses related-party items involving another director (Meloy) but no specific transactions involving Tsuru in 2024 .
- Director equity is time-based RSUs without performance metrics; while common for boards, investors should monitor ownership levels and deferral practices to ensure sustained alignment .
-
RED FLAGS observed
- None disclosed for Tsuru: no related-party transactions, hedging/pledging, or attendance issues identified in the 2025 proxy .