Jere Thompson
Diamondback EnergyAbout Jere W. Thompson III
Diamondback Energy’s Executive Vice President and Chief Financial Officer since February 20, 2025; joined Diamondback in March 2021 and advanced through Strategy & Corporate Development roles (VP → SVP → EVP) before his CFO promotion as part of a planned leadership transition . Age 37 as of April 10, 2025; holds a BBA in Finance and a BA in History from the University of Texas at Austin . Prior experience includes finance, planning and corporate development at Concho Resources and energy banking at Amegy Bank, aligning his remit with capital allocation, planning and execution . Company performance context: 2024 free cash flow of $3.6B; 57% of adjusted FCF returned to shareholders; base dividend raised to $4.00/sh; TSR-based LTI uses double-weighted XOP and S&P 500 peers, emphasizing market-aligned value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diamondback Energy | EVP & CFO | Feb 2025 – Present | Finance leadership following succession plan; responsible for capital allocation and financial strategy . |
| Diamondback Energy | EVP – Strategy & Corp Dev | Feb 2024 – Feb 2025 | Senior role across strategy and corporate development during Endeavor integration phase . |
| Diamondback Energy | SVP – Strategy & Corp Dev | Feb 2023 – Feb 2024 | Led strategy and planning initiatives . |
| Diamondback Energy | VP – Strategy & Corp Dev | Mar 2021 – Feb 2023 | Entry to Diamondback; strategic planning and BD support . |
| Concho Resources Inc. | VP Planning; Director Finance; Finance & Planning Manager; Financial Analyst | 2012 – 2021 | Corporate finance and planning across multiple promotions . |
| Amegy Bank (Energy Group) | Analyst/Associate | 2010 – 2012 | Energy banking coverage and credit . |
External Roles
No public company directorships or external roles disclosed in the 2025 proxy executive bios section for Mr. Thompson .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base salary | $550,000 | Set upon CFO appointment effective Feb 20, 2025 . |
| Target annual bonus | 90% of base salary | Executive Annual Incentive Plan participant . |
Performance Compensation
Annual Incentive (cash bonus) – structure and metrics
- Program design: Scorecard with financial/operational factors (capital budget, PDP F&D cost/boe, controllable cash costs/boe, ROACE, pre-dividend FCF per share) plus environmental & safety metrics; environmental & safety weighting maintained at 25% in 2024 and continued framework into 2025 .
- 2024 payouts (program context): Committee applied a 25% qualitative multiplier for transformational execution, leading to 170% of target payouts for NEOs; illustrates potential variability; same scorecard framework guides 2025 plan .
| Metric category (examples) | Program detail |
|---|---|
| Financial/operational | Capital budget, PDP F&D cost/boe, controllable cash costs/boe, ROACE, pre-dividend FCF/share . |
| Environmental & safety | Quantified measures (e.g., flaring, GHG intensity, water recycling, TRIR), total weighting 25% in 2024; 2025 refines gas flaring metric to Company-operated only and adjusts water usage factor . |
Long‑Term Incentive (equity)
| Award | 2025 Target mix/value | Performance metric / vesting |
|---|---|---|
| Diamondback PSUs | 60% of $2.1M | Relative TSR vs. peer group with absolute TSR modifier; 3‑year performance period (policy for PSUs) . |
| Diamondback RSUs | 40% of $2.1M | Time-based vesting (company practice for RSUs; 2024 RSUs vest in 3 equal annual installments) . |
| Viper Energy (VNOM) PSUs | $400,000 | Additional aligned PSU exposure at majority-owned subsidiary . |
| Options | None | Company does not grant options or SARs in recent years . |
PSU calibration: Relative TSR vs a defined peer group with double weighting of XOP and S&P 500 indices; absolute TSR modifier reduces payouts for negative TSR, targets neutral-to-15% annual TSR at target, and increases for >15% TSR .
Equity Ownership & Alignment
| Ownership detail | As of / Counts | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 10,344 | As of April 1, 2025; <1% of class . |
| Unvested time-based RSUs | 1,314 scheduled to vest Mar 1, 2026; additional 3,630 granted Mar 1, 2025 with two remaining annual installments beginning Mar 1, 2026 | Indicates vest tranches in 2026 and 2027 . |
| Unvested PSUs (performance-based) | 3,858 (2023 grant, perf. period ending 12/31/2025); 5,913 (2024 grant, ending 12/31/2026); 8,168 (2025 grant, ending 12/31/2027) | Subject to relative TSR and absolute TSR modifier . |
| Stock ownership guidelines | EVP: 3x base salary | Applies to executive officers VP+; enforced via retention of net shares until compliance . |
| Hedging/pledging | Prohibited for executives; no margin accounts | Robust anti-hedging and anti-pledging policy; preclearance/trading window requirements . |
| Clawback | Nasdaq Rule 10D‑1 compliant | 3‑year lookback for restatements; applies to incentive-based comp (cash + equity) . |
Upcoming vesting/selling pressure watchlist:
- March 1, 2026: 1,314 RSUs scheduled to vest; additional RSU installments beginning March 1, 2026 for the 3,630 RSUs (implies 2026 and 2027 tranches) .
- PSU performance windows conclude 12/31/2025, 12/31/2026, and 12/31/2027; settlement contingent on relative/absolute TSR outcomes .
- Company policy restricts pledging and hedging; executive trades require pre-approval and open windows, mitigating forced-sale risk despite vesting events .
Employment Terms
| Topic | Provision | Source |
|---|---|---|
| Employment status | Executive Vice President & CFO effective Feb 20, 2025 (promotion from EVP Strategy & Corp Dev) | . |
| Severance (non‑CoC) | EVP participants: 18 months base salary continuation; pro‑rated target bonus for year of termination; up to 18 months COBRA; equity per award terms (generally continues/forfeits per agreements) | . |
| Change‑of‑control (double‑trigger) | Lump sum = 2.5x annual base salary + greater of target bonus or 3‑yr average bonus; double-trigger equity vesting applies; COBRA reimbursements per plan | . |
| Clawback | Restatement-based recovery for incentive comp (3-year lookback); Nasdaq Rule 10D‑1 compliant | . |
| Trading policy | No hedging/pledging; pre-clearance and trading windows; 10b5‑1(c) plans excepted | . |
Performance & Track Record (Company context)
| Metric | 2024 Outcome | Notes |
|---|---|---|
| Free Cash Flow | $3.6 billion | As defined and reconciled in Schedule A . |
| Return of capital | 57% of Adjusted FCF returned via dividends and buybacks | $2.3B returned; base dividend raised to $4.00/share . |
| Say‑on‑Pay support | ~96.5% approval (2024) | Indicates investor alignment with incentive design . |
Compensation Committee / Program Design Notes
- Committee maintains 25% weighting for environmental & safety in annual incentives; progressively shifted focus toward ROACE and returns metrics; eliminated production/reserves growth metrics .
- Equity mix emphasizes PSUs linked to relative TSR with absolute TSR modifier; no stock options in recent years .
- Equity grant timing and practices designed to avoid MNPI timing; annual grants typically around March 1 following 10‑K filing .
Investment Implications
- Pay-for-performance alignment: CFO compensation is primarily at-risk via 60% PSUs and 40% RSUs on a $2.1M Diamondback equity target plus $0.4M VNOM PSUs, directly tying outcomes to multi-year TSR relative to peers and absolute TSR, supporting long-term alignment with shareholders .
- Retention and selling pressure: Near-term RSU tranches (beginning March 1, 2026) and multi-year PSU windows through 2027 create meaningful unvested equity, encouraging retention; anti-pledging/hedging and trading-window controls reduce near-term selling pressure risk despite vesting events .
- Change-of-control economics: Double-trigger equity and a 2.5x EVP cash multiple are market-consistent—protecting continuity without outsized parachutes; clawback coverage adds downside governance protection .
- Governance read-through: Strong say-on-pay support and explicit E&S metrics in annual incentives (25% weight) indicate investor-friendly design and operational discipline, supportive for valuation risk premia and compensation-driven factor screens .