Kaes Van’t Hof
Diamondback EnergyAbout Kaes Van’t Hof
Kaes Van’t Hof (age 38) is Diamondback Energy’s President since February 2022 and will become Chief Executive Officer following the May 21, 2025 Annual Meeting; he is also nominated to join Diamondback’s Board and currently serves as CEO and a director of Viper Energy, Inc. (VNOM) . He joined Diamondback in July 2016 and progressed through Strategy and Corporate Development leadership roles before serving as CFO from February 2022 to February 2025; he holds a B.S. in Accounting and Business Administration from USC . Diamondback delivered 2024 net cash from operations of $6.4B, Free Cash Flow of $3.6B, and top-quartile one-year TSR performance versus oil-weighted peers, with stockholder support for pay practices (96.5% say-on-pay approval) . Key operating highlights included closing the $26B Endeavor merger and returning $2.3B to stockholders (base + variable dividends and buybacks) in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diamondback Energy | President | Feb 2022–present | Executive leadership through transformative Endeavor merger and integration |
| Diamondback Energy | Chief Financial Officer | Feb 2022–Feb 2025 | Led finance during capital markets transactions and integration period |
| Diamondback Energy | EVP, Business Development | Mar 2019–Feb 2022 | Corporate development leadership |
| Diamondback Energy | SVP, Strategy & Corp Dev | Jan 2017–Feb 2019 | Strategic planning and M&A support |
| Diamondback Energy | VP, Strategy & Corp Dev | Jul 2016–Dec 2016 | Joined to build strategy function |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Viper Energy, Inc. | Chief Executive Officer; Director | CEO since Feb 2025; Director since Nov 2023 | Leadership and board oversight of publicly traded subsidiary |
| Bison Drilling & Field Services | Chief Executive Officer | Sep 2012–Jun 2016 | Operational leadership |
| Wexford Capital | Analyst | Aug 2011–Aug 2012 | Developed operating models and IPO planning, including Diamondback’s IPO |
| Citigroup Investment Banking – FIG | Analyst | Feb 2010–Jul 2011 | Transaction analysis |
| Professional Tennis | Player | May 2008–Jan 2010 | Competitive discipline |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $607,500 | $645,192 | $691,667 |
| Actual Annual Incentive Bonus ($) | $714,375 | $682,500 | $1,190,000 (170% of target) |
Performance Compensation
2024 Equity Grants (Diamondback)
| Award Type | Grant date | Target units | Percent of LTI | Target grant value | Vesting/performance |
|---|---|---|---|---|---|
| Performance-based RSUs (PSUs) | Mar 1, 2024 | 13,515 | 60% | Part of $4,000,000 total LTI | 3-year performance (Jan 1, 2024–Dec 31, 2026) on relative TSR vs peer group incl. S&P 500 (double-weighted) and XOP (double-weighted); absolute TSR modifier (75% below 0%, 100% between 0–15%, 125% above 15%); cap 250% of target |
| Time-based RSUs | Mar 1, 2024 | 9,010 | 40% | Part of $4,000,000 total LTI | Vests one-third at grant, remaining two installments in March 2025 and March 2026 (service requirement) |
2024 Equity Grants (Viper Energy LTIP)
| Award Type | Grant date | Target units | Target grant value | Vesting/performance |
|---|---|---|---|---|
| Performance-based RSUs (PSUs) | Mar 1, 2024 | 20,870 | $750,000 | 3-year relative TSR vs Viper’s peer group with absolute TSR modifier; service requirement |
2024 Annual Incentive Scorecard and Outcome
| Performance factor | Weight | 2024 % of target earned | Notes |
|---|---|---|---|
| Capital Budget ($MM) | 10% | 150% | Excludes Endeavor merger effects |
| PDP F&D Cost ($/Boe) | 12.4% | 124% | Development efficiency |
| Controllable Cash Costs ($/Boe) | 10% | 200% | G&A + LOE per Boe |
| ROACE (%) | 16.9% | 114% | Adjusted for Endeavor merger |
| Pre-Dividend Free Cash Flow ($/share) | 20% | 192% | Adjusted FCF per share |
| Environmental & Safety (TRIR, flaring, spills, recycle %) | 25% | 21.4% | Weighted sub-metrics; AXPC definitions |
| Quantitative outcome (sum) | — | 136% | Committee discretion added 25% multiplier → 170% final payout |
Realized Vesting from Prior PSU Cycles
| PSU Grant (Diamondback) | Performance period | Target units | Vesting percentage | Units vested (settled Mar 2025) |
|---|---|---|---|---|
| 2022 PSU award | Jan 1, 2022–Dec 31, 2024 | 17,302 | 250% (82nd percentile relative TSR; absolute TSR ~73% cumulative) | 43,255 |
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (Diamondback common) | 113,264 shares (less than 1%) |
| Shares outstanding (as of Apr 1, 2025) | 294,082,951 |
| Ownership as % of outstanding | ~0.0385% (113,264 / 294,082,951) |
| Stock ownership guideline (President) | 4x base salary; minimum value $2,800,000 (based on 2024 salary) |
| Compliance status (as of Dec 31, 2024) | All NEOs in compliance with guidelines |
Outstanding Unvested Equity (Diamondback, as of Dec 31, 2024)
| Award | Units | Market value |
|---|---|---|
| Time-based RSUs (vest Mar 1, 2025; Mar 1, 2026) | 4,048; 6,006 | $663,184; $983,963 (at $163.83/share) |
| Retention RSUs (2019 one-time award; remaining 4 annual installments starting Mar 1, 2026) | 8,790 | $1,440,066 |
| PSUs 2023 grant (max) | 45,545 | $7,461,637 |
| PSUs 2024 grant (max) | 33,788 | $5,535,488 |
Outstanding Unvested Equity (Viper, as of Dec 31, 2024)
| Award | Units | Market value |
|---|---|---|
| Viper PSUs (target) | 20,870 | $1,024,091 (at $49.07/share) |
Insider trading, hedging, and pledging
- Hedging, short sales, and trading in puts/calls/swaps are prohibited; directors and executive officers are prohibited from pledging or holding shares in margin accounts and must adhere to trading windows and pre-clearance (10b5-1 plans permitted) .
- Clawback policy compliant with Nasdaq Rule 10D-1; recoups excess incentive-based compensation upon restatement (3-year lookback) .
Employment Terms
| Provision | Summary |
|---|---|
| Employment agreements | No employment agreements for executive officers other than specific arrangements with the current CEO; executives participate in the Senior Management Severance Plan . |
| Severance (no change in control) | For President: base salary continuation for 21 months; pro-rated target annual bonus; COBRA reimbursement up to 18 months; equity per award terms . |
| Change-of-control (double trigger) | For President: lump sum = 2.75x base salary + average 3-year bonus + target bonus; COBRA reimbursement; unvested equity vests per plan; Diamondback awards have double-trigger vesting . |
| Non-compete / non-solicit | Non-compete and non-solicit covenants typically for one year post-termination; release required for severance benefits . |
Potential Payments (as of Dec 31, 2024)
| Scenario | Cash severance | COBRA reimbursement | Equity vesting | Total |
|---|---|---|---|---|
| Termination without cause / good reason (no CoC) | $1,225,000 (21 months) | $37,674 | — | $1,962,674 |
| Change of control + qualifying termination | $4,996,302 (2.75x base + avg bonus + target bonus) | $37,674 | $11,469,892 | $16,503,868 |
| Death or disability | $1,225,000 | — | $11,469,892 (assumed at target per plan for calculation) | $13,394,892 |
Board Governance
- Board service: Van’t Hof is nominated to serve on Diamondback’s Board for a one-year term ending at the 2026 Annual Meeting and will become CEO after the 2025 Annual Meeting . Directors who are employees do not receive director compensation .
- Independence and committees: He is not independent under Nasdaq rules . Board committees (Audit, Compensation, Nominating & Governance, Safety & Sustainability) are composed of independent directors; committee rosters do not list Van’t Hof, consistent with independence requirements .
- Board leadership: Lead Independent Director role is robust; executive sessions of independent directors were held six times in 2024, providing oversight balance with an Executive Chairman and CEO leadership structure .
Compensation Structure Analysis
- Mix tilted to performance: For NEOs, performance-based compensation dominates (CEO 75%, other NEOs 69% of total direct compensation in 2024 mix), with PSUs weighted 60% of LTI and RSUs 40% .
- Rigorous scorecard: Annual incentive scorecard emphasizes capital discipline, returns (ROACE), cost control, FCF/share, and environmental & safety metrics, producing a 136% quantitative outcome; committee added a 25% multiplier given transformational execution, yielding 170% payout for 2024 .
- TSR-linked equity: Relative TSR vs peers with absolute TSR modifier and caps discourages windfalls, aligning payouts to durable performance; 2022 PSU vested at 250% on top-quartile TSR .
- No options, limited perqs: Company does not currently grant options; perquisites are minimal (e.g., executive physical), with “All Other Compensation” for Van’t Hof totaling $42,500 in 2024 (401k match, insurance premiums, physical) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was ~96.5%; continued robust outreach and pay program stability; elimination of single-trigger CoC in equity awards since 2018; stringent stock ownership and clawback policies .
Expertise & Qualifications
- Education: B.S. in Accounting and Business Administration, USC .
- Industry and finance experience: Corporate development, business development, CFO, and President roles at Diamondback since 2016; prior finance roles at Wexford and Citigroup; operational CEO experience at Bison Drilling; professional athlete discipline .
Investment Implications
- Alignment: High equity exposure, strict ownership guidelines (4x salary, in compliance), anti-hedging/pledging, and TSR-centric PSUs align interests with stockholders .
- Retention risk: Significant unvested RSUs/PSUs and Viper PSUs support retention; severance and CoC protections are market-competitive and double-trigger for equity, reducing flight risk .
- Trading signals: Large 2022 PSU settlement in March 2025 delivered 43,255 shares to Van’t Hof, a potential supply overhang around vest dates; trades are subject to windows and 10b5-1 plans .
- Governance balance: Dual role as CEO and director mitigated by Executive Chairman transition and strong lead independent director/committee oversight, with 77% independent nominees and diverse committee leadership .