Lance Robertson
Diamondback EnergyAbout Lance W. Robertson
Lance W. Robertson (age 52) is an independent director of Diamondback Energy, nominated following the Endeavor merger and serving since September 2024. He is a petroleum engineer and former CEO of Endeavor Energy Resources, with prior leadership roles at Marathon Oil and Pioneer Natural Resources; he holds a B.S. in Petroleum Engineering (Texas A&M, 1998) and an MBA (SMU, 2010) . He was designated to the board by the Stephens Stockholders under the post-merger Stockholders Agreement; Diamondback’s board determined he is independent under Nasdaq rules (non-independent nominees are Stice, Meloy and Van’t Hof) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endeavor Energy Resources, L.P. | Chief Executive Officer | Sep 2020–Sep 2024 | Led Endeavor to merger; deep Permian operational expertise |
| Endeavor Energy Resources, L.P. | Chief Operating Officer; SVP Development | Jan 2017–Sep 2020 | Scaled unconventional development programs |
| Marathon Oil Company | Vice President, US Unconventional Resources | 2011–2016 | Oversight of NA unconventional business units and technology |
| Pioneer Natural Resources | Vice President of Engineering & Exploration | Prior to 2011 | Engineering and exploration leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Permian Basin Petroleum Association | Director | Current | Industry advocacy |
| Texas A&M Petroleum Engineering Industry Advisory Board | Board Member | Current | Academic/industry advisory |
| Public company directorships | — | — | None currently (0) |
Board Governance
- Independence and attendance: Robertson is independent; Diamondback states each director attended at least 92% of board and committee meetings in 2024 .
- Committee assignments: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Safety, Sustainability & Corporate Responsibility committees; current committee membership rosters exclude Robertson .
- Executive sessions: Independent directors held six executive sessions in 2024; presided by the Lead Independent Director (Melanie Trent) and committee chairs .
- Board composition and leadership: ~77% of nominees independent; all board committees chaired by women or ethnically diverse directors; Lead Independent Director is Melanie M. Trent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Paid quarterly; program modified effective April 1, 2023 |
| Lead Independent Director Retainer | $25,000 | Additional annual cash retainer |
| Committee Chair Retainers | Audit: $20,000; Other committees: $15,000 | Annual |
| Committee Member Retainers | Audit: $10,000; Other committees: $5,000 | Annual |
| Annual RSU Award (non-employee directors) | $200,000 | Number of RSUs = $200,000 / $193.14; grant at annual meeting; prorated for later joiners |
| 2024 Actual – Lance W. Robertson | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 Compensation | 27,636 | 140,622 | 168,258 |
Performance Compensation
Directors receive time-based RSUs (no performance metrics); RSUs generally vest on the earlier of the one-year anniversary of grant or the next annual meeting. New directors joining after the annual meeting receive prorated RSUs with the same vesting terms; most directors elected to defer settlement of vested RSUs until separation.
| RSU Feature (Directors) | Disclosure |
|---|---|
| Grant date and sizing | Annual grant at close of annual meeting; sizing at $200,000 ÷ $193.14 (five-day average price) |
| Vesting | Earlier of one-year from grant or next annual meeting (e.g., June 6, 2025 for 2024 grants) |
| Proration | Directors joining post-meeting receive prorated RSUs |
| Deferral elections | All non-employee directors except Brooks and West deferred receipt of 2024 RSUs until separation; includes Robertson |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public boards | None (0) |
| Endeavor/Stephens linkage | Robertson designated by Stephens Stockholders pursuant to Stockholders Agreement following Endeavor merger |
| Stephens ownership & rights | Stephens beneficially own ~34.58% of FANG; right to designate 4 directors; proportional voting on director elections; standstill and transfer restrictions; registration rights including underwritten shelf takedowns |
Expertise & Qualifications
- Petroleum engineering and Permian Basin operations; senior executive experience (COO/CEO) at Endeavor .
- Capital markets/M&A exposure; risk management; EH&S familiarity .
- Academic and industry advisory roles supporting technical depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Lance W. Robertson | 7,600 | <1% | As of April 1, 2025; excludes unvested RSUs; directors can count unvested time-based restricted stock toward guidelines |
| Director ownership guideline | 5x base annual retainer | — | Directors must own stock equal to five times the $90,000 retainer; compliance reviewed annually |
| Compliance status (directors) | All in compliance as of Dec 31, 2024 | — | Company-wide for non-employee directors |
| Hedging/pledging | Prohibited; margin accounts prohibited; trading only in open windows with pre-approval |
Governance Assessment
- Board effectiveness: Robertson brings deep operational expertise and CEO experience from Endeavor; independence affirmed under Nasdaq rules; his appointment adds Permian domain depth but he currently holds no committee assignments, limiting immediate committee-level influence .
- Ownership alignment: Positive director ownership guidelines (5x retainer) with compliance; anti-hedging/anti-pledging and trading controls reinforce alignment and risk management .
- Investor confidence signals: Robust governance practices (independent sessions; diverse committee chairs; majority independent board); high say-on-pay approval (96.5% in 2024) .
- Potential conflicts and controls:
- Bold RED FLAG: Major shareholder influence. Stephens Stockholders’ 34.58% stake and right to designate four directors (including Robertson) introduces concentrated governance influence; however, the Stockholders Agreement imposes proportional voting in director elections, standstill provisions, transfer restrictions, and registration right parameters, partially mitigating activism risk .
- Bold RED FLAG: Committee presence by Stephens designees. The Stockholders Agreement allows Stephens to require at least one designee on each committee while they own ≥25%; current committees include Stephens designees (Reeves on Audit/Comp/Nominating; Meloy on Safety), which concentrates committee-level influence among the major holder cohort .
Overall, Robertson’s background strengthens operational oversight and strategic review, with independence and strong ownership alignment. The Stephens framework warrants ongoing monitoring for board autonomy and minority shareholder protections, particularly around committee composition, registration events, and future Board Stepdown triggers as ownership declines .