Mark Plaumann
Diamondback EnergyAbout Mark L. Plaumann
Mark L. Plaumann, age 69, has served as an independent director of Diamondback Energy (FANG) since October 2012. He is a Managing Member and co-founder of Greyhawke Capital Advisors LLC, and previously held senior roles at Wexford Capital LP, Alvarez & Marsal, American Healthcare Management, and Ernst & Young. He serves on FANG’s Audit, Compensation, and Nominating & Corporate Governance committees, and is designated an “audit committee financial expert.” He holds an MBA and BA in Business Administration from the University of Central Florida, where he also serves on the Foundation Board and the Dean’s Advisory Board for the College of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greyhawke Capital Advisors LLC | Managing Member; co-founder | Since 1998 | Investment oversight; private entities governance |
| Wexford Capital LP | Senior Vice President | Prior to 1998 | Private equity energy exposure |
| Alvarez & Marsal, Inc. | Managing Director | n/a | Restructuring/operational expertise |
| American Healthcare Management, Inc. | President | n/a | Operational leadership |
| Ernst & Young LLP | Senior Manager | n/a | Financial reporting/audit experience |
| ICx Technologies, Inc. | Director; Audit Committee Chair | 2006–2010 | Audit oversight; chair responsibilities |
| Republic Airways Holdings, Inc. | Director; Audit & Compensation Committee member | 2002–2017 | Committee governance; compensation oversight |
| Rhino Resource Partners LP (GP) | Director; Audit Chair; Conflicts Committee member | 2010–2016 | Audit chair; conflicts oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Central Florida Foundation Board | Board member | Current | Also serves on Dean’s Advisory Board for UCF College of Business |
| Various private entities | Director | Current | Multiple private board roles |
| Other current public company boards | — | — | None (0) per FANG proxy nominee table |
Board Governance
- Committees: Audit; Compensation; Nominating & Corporate Governance (member on all; not a chair) .
- Independence: Determined independent under Nasdaq standards; Audit Committee member and designated audit committee financial expert .
- Attendance: Each director attended at least 92% of board and committee meetings in 2024; Board met 10 times in 2024 .
- Executive sessions: Independent directors met in executive session six times in 2024; presided by Lead Independent Director (Melanie Trent) .
- Overboarding limits and compliance: Limits of 4 public boards (all directors), 2 boards for sitting public-company CEOs, and max 3 audit committees; all directors are in compliance .
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Stephanie K. Mains) | 4 |
| Compensation | Yes | No (Chair: Melanie M. Trent) | 4 |
| Nominating & Corporate Governance | Yes | No (Chair: Vincent K. Brooks) | 2 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 121,250 | Paid quarterly; includes base and committee retainers |
| Stock Awards (RSUs grant-date fair value) | 197,726 | Annual director RSU grant; value per FASB ASC 718 |
| Total | 318,976 | Sum of cash + stock |
| Director Compensation Program (Standard Schedule) | Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 90,000 | Non-employee directors |
| Lead Independent Director Retainer | 25,000 | Additional cash retainer |
| Audit Committee Chair Retainer | 20,000 | Committee chair premium |
| Audit Committee Member Retainer | 10,000 | Member premium |
| Other Committee Chair Retainer | 15,000 | Nominating/Comp/Safety chairs |
| Other Committee Member Retainer | 5,000 | Member premium |
| Annual RSU Award (non-employee directors) | 200,000 | RSUs valued at $200,000; 1,035 units granted 6/6/2024 at $193.14 avg price |
Performance Compensation
- Director equity awards are time-based RSUs (not options/PSUs); annual grants typically vest at the earlier of one year from grant or the next annual meeting .
- Deferral elections: Non-employee directors may elect to defer up to 100% of RSUs until separation; except Brooks and West, all other non-employee directors elected deferral for 2024 grants (includes Plaumann) .
| RSU Details (2024) | Value |
|---|---|
| Grant Date | June 6, 2024 |
| Units Granted | 1,035 RSUs (standard annual grant for directors serving prior to 6/6/2024) |
| Vesting | Earlier of June 6, 2025 or date of 2025 annual meeting (May 21, 2025) |
| Grant-date Fair Value (per proxy) | $197,726 (individual reported value) |
| Deferral Election | Deferred until separation (for Plaumann) |
| Company Annual Incentive Metrics (Board oversight context) | Weighting/Notes |
|---|---|
| Environmental & Safety metrics (flaring, GHG, recycled water, spills, safety TRIR) | 25% weighting in STIP maintained in 2024 |
Other Directorships & Interlocks
| Company/Entity | Role | Status |
|---|---|---|
| Current public company boards | — | None (0) |
| ICx Technologies, Inc. | Director; Audit Chair | Prior (2006–2010) |
| Republic Airways Holdings, Inc. | Director; Audit & Compensation Committee member | Prior (2002–2017) |
| Rhino Resource Partners LP (general partner) | Director; Audit Chair; Conflicts Committee member | Prior (2010–2016) |
- Compensation committee interlocks: None; no member has been an officer/employee of FANG; no cross-comp interlocks with other companies’ executive officers in FY2024 .
Expertise & Qualifications
- Corporate governance, M&A/Finance/Capital Markets, financial reporting/accounting, executive compensation & human capital, risk management, EHS & sustainability, technology/cyber defense experience .
- Audit committee financial expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mark L. Plaumann (total) | 11,538 | <1% (based on 294,082,951 shares outstanding) |
| Breakdown: Greyhawke Capital Advisors LLC | 9,236 (Plaumann is Managing Member; 50% interest) | |
| Breakdown: Direct (Plaumann) | 2,302 |
- Director RSUs outstanding: As part of the 2024 non-employee director grant, 1,035 RSUs vest at the earlier of 6/6/2025 or the 2025 annual meeting; Plaumann elected deferral until separation .
- Ownership guidelines: Non-employee directors must own FANG stock equal to 5x the base annual retainer; all non-employee directors were in compliance as of 12/31/2024 .
- Anti-hedging/pledging: Directors prohibited from hedging, short selling, options, swaps/collars; prohibited from pledging or holding in margin accounts; policies updated for clawback compliance; all in compliance to FANG’s knowledge .
Governance Assessment
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Strengths:
- Long-tenured independent director with multi-committee service and audit chair experience at prior public companies; designated audit committee financial expert, supporting robust financial oversight .
- Strong attendance culture (≥92% for all directors in 2024) and frequent independent executive sessions improve board effectiveness and investor confidence .
- Balanced director pay with meaningful equity; RSU deferral elected, enhancing alignment; compliance with rigorous 5x retainer ownership guidelines; anti-hedging/pledging policies in force .
- Compensation governance: independent committee; no interlocks; use of independent consultant; say‑on‑pay support ~96.5% in 2024, signaling investor endorsement .
-
Board-level considerations:
- Stephens Stockholders Agreement grants designation rights to four directors tied to Endeavor merger; while not implicating Plaumann, it shapes board composition and warrants ongoing monitoring for potential influence dynamics .
-
RED FLAGS
Related-party transactions: The proxy outlines a formal related-party review policy; no related-party transactions are disclosed involving Plaumann. His beneficial ownership includes shares held via Greyhawke, but no transactions between Greyhawke and FANG are reported .
Hedging/pledging: Prohibited for directors; no pledging or hedging reported .
Committee interlocks: None disclosed for Compensation Committee; reduces conflict risk .
Pay practices: No director options; director equity is time-based RSUs; no repricing or gross-ups disclosed, consistent with shareholder-friendly policies .
Overall, Plaumann’s profile—independence, multi-committee engagement, audit expertise, RSU deferral, guideline compliance, and strong board attendance—supports board effectiveness and alignment, with minimal conflict indicators in current disclosures .