Matt Zmigrosky
Diamondback EnergyAbout Matt Zmigrosky
Matt Zmigrosky is Executive Vice President, Chief Legal and Administrative Officer and Secretary of Diamondback Energy (FANG), a role he has held since February 2023 after serving as EVP, General Counsel and Secretary from February 2019 to February 2023; he also serves as EVP, General Counsel and Secretary of Viper Energy (FANG’s publicly traded subsidiary) since February 2019 . He holds a B.S. in Management (Finance) from Tulane University and a J.D. from SMU Dedman School of Law, and was previously a corporate partner at Akin Gump, where he worked extensively with Diamondback and its subsidiaries . Compensation outcomes under his watch link strongly to TSR: 2024 annual incentive paid at 170% of target following a 25% committee discretion multiplier tied to the Endeavor merger integration and top-quartile one‑year TSR, and the 2022 PSU cycle vested at 250% (82nd percentile relative TSR with a 125% absolute TSR modifier; ~73% cumulative TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diamondback Energy | EVP, Chief Legal & Administrative Officer and Secretary | Feb 2023–present | Senior legal/administrative leadership through Endeavor merger integration; officer signing SEC filings |
| Diamondback Energy | EVP, General Counsel and Secretary | Feb 2019–Feb 2023 | Led legal function; corporate governance and capital markets support |
| Viper Energy (FANG subsidiary) | EVP, General Counsel and Secretary | Feb 2019–present | Executive services under Services & Secondment Agreement; eligible for awards under Viper LTIP |
| Akin Gump Strauss Hauer & Feld LLP | Partner (Corporate) | Oct 2012–Feb 2019 | Advised Diamondback and subsidiaries on corporate transactions and governance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Akin Gump Strauss Hauer & Feld LLP | Partner (Corporate) | Oct 2012–Feb 2019 | Private practice prior to joining Diamondback |
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base Salary (paid) | $625,000 | |
| Base Salary as of Dec 31, 2024 (used for AIP target) | $630,000 | |
| Target Bonus % of Base | 90% | |
| Target Bonus $ | $567,000 | |
| Actual Annual Incentive Paid (Cash) | $963,900 | |
| All Other Compensation | $42,500 |
Breakdown of 2024 “All Other Compensation”:
- 401(k) contributions: $34,500; Life/medical premiums: $2,650; Executive physical reimbursement: $5,350 (total $42,500) .
Multi‑year Summary Compensation (NEO disclosure):
| Year | Salary ($) | Stock Awards – Performance-based ($) | Stock Awards – Time‑vested ($) | Non‑Equity Incentive Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $625,000 | $3,298,761 | $2,917,421 | $963,900 | $42,500 | $7,847,582 |
| 2023 | $590,385 | $2,781,276 | $1,033,165 | $504,000 | $40,253 | $4,949,079 |
| 2022 | $545,000 | $2,188,236 | $841,778 | $558,800 | $32,440 | $4,166,254 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 outcome:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Scorecard (operational/strategic/ESG factors; committee discretion) | Various | 100% of $567,000 target bonus | 170% of target after 25% discretion multiplier (linked to Endeavor merger integration and top‑quartile TSR) | $963,900 | Cash |
Long‑Term Incentive Awards – 2024 and One‑Time Retention:
| Award Type | Grant Date | Units/Value | Metric/Terms | Vesting | Grant‑Date FV |
|---|---|---|---|---|---|
| PSUs (Diamondback Equity Incentive Plan) | 3/1/2024 | Threshold 4,224; Target 8,447; Max 21,118 | Relative TSR vs peer group with absolute TSR modifier; 3‑year period 1/1/2024–12/31/2026 | Cliff at certification post‑period | $2,883,637 |
| RSUs (Diamondback) | 3/1/2024 | 5,631 | Time‑based; three equal annual installments beginning 3/1/2024 | 3/1/2024, 3/1/2025, 3/1/2026 | $1,042,692 |
| One‑time RSUs (Retention) | 9/10/2024 | 10,932 (determined from $2,000,000 target / 5‑day avg price) | Time‑based to recognize Endeavor merger integration contributions and retain post‑closing | Five equal annual installments beginning 9/10/2025 | $1,874,729 |
| PSUs (Viper LTIP) | 3/1/2024 | Threshold 3,479; Target 6,957; Max 17,393 | Relative TSR vs Viper peer group; absolute TSR modifier; 1/1/2024–12/31/2026 | Cliff at certification | $415,124 |
PSU Performance – 2022 Cycle (Diamondback):
| Award Year | Target Units | Certified Result | Basis | Actual Units Issued (Mar 2025) |
|---|---|---|---|---|
| 2022 PSUs | 9,228 | 250% of target | Relative TSR at 82nd percentile (200%) and ~73% cumulative absolute TSR → 125% modifier | 23,070 |
Stock vested during 2024 under Diamondback plan: 29,895 shares for value realized $5,030,913 (value based on close prior to vesting) .
Equity Ownership & Alignment
Beneficial ownership and alignment policies:
- Beneficial ownership (as of April 1, 2025): 50,160 shares; <1% of shares outstanding .
- Stock ownership guideline (EVP): 3x base salary; minimum value required for Zmigrosky: $1,890,000; status: in compliance as of 12/31/2024 .
- Anti‑hedging/anti‑pledging: Directors and executive officers are prohibited from hedging and from pledging Diamondback stock or holding it in a margin account .
- Equity awards include double‑trigger change‑in‑control provisions (no single‑trigger acceleration) .
Outstanding/unvested equity detail (as disclosed):
- RSUs scheduled: 1,877 RSUs vest on 3/1/2026 (remaining tranche of 3/1/2024 grant); 4,926 RSUs granted 3/1/2025 vest in two annual installments beginning 3/1/2026; 10,932 RSUs granted 9/10/2024 vest in five annual installments beginning 9/10/2025 .
- PSUs outstanding (Diamondback): 10,717 PSUs from 3/1/2023 cycle (to 12/31/2025) and 8,447 PSUs from 3/1/2024 cycle (to 12/31/2026) remain subject to TSR performance .
- PSUs outstanding (Viper LTIP): 6,957 target units (to 12/31/2026); year‑end 2024 market value of unearned units at target: $341,380 based on Viper $49.07 close .
Ownership and vesting activity:
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (4/1/2025) | 50,160 shares; <1% | SEC definition; excludes unvested PSUs and most RSUs |
| Shares acquired on vesting (2024) | 29,895 | Value realized $5,030,913 |
| Viper PSUs unearned at 12/31/2024 (target) | 6,957 | Market value $341,380 at $49.07 |
Employment Terms
Diamondback Senior Management Severance Plan (applies to Zmigrosky as EVP):
- Without cause/for good reason (non‑CIC): base salary continuation for 18 months (EVP), pro‑rata target bonus for year of termination, reimbursement of up to 18 months COBRA premiums; equity vests/forfeits per award agreements .
- Change‑in‑control: double‑trigger required for equity; no tax gross‑ups; severance available only if non‑compete is agreed .
Estimated payments as of 12/31/2024:
| Scenario | Cash Severance | Pro‑Rata/Bonus | COBRA | Equity (RSUs) | Total |
|---|---|---|---|---|---|
| Termination w/o cause or for good reason (non‑CIC) | $945,000 | $567,000 | $37,674 | $— | $1,549,674 |
| Change‑in‑control + qualifying termination (double‑trigger) | $3,830,917 | — | $37,674 | $6,277,105 | $10,145,696 |
Clawback: Policy compliant with Nasdaq Rule 10D‑1; recoups excess incentive‑based comp for three fiscal years in the event of a restatement .
Investment Implications
- Strong pay‑for‑performance and TSR linkage: 60% of 2024 LTI in PSUs with relative TSR and absolute TSR modifier; 2022 PSU cycle paid 250% (82nd percentile relative TSR and ~73% cumulative absolute TSR), signaling significant upside alignment with shareholders .
- Near‑term vesting/supply overhang: Ongoing RSU tranches (3/1 and 9/10 cycles) and PSU settlements create periodic delivery of shares; 2024 alone saw 29,895 shares vest for Zmigrosky; monitor Form 4s/10b5‑1 plans around these dates for potential selling pressure .
- Retention risk mitigated: A one‑time $2,000,000 time‑based RSU grant (9/10/2024) with five‑year vesting was awarded to retain him post‑Endeavor merger, extending his vesting runway through 2029 .
- Downside protections guarded: Double‑trigger CIC vesting, no tax gross‑ups, anti‑hedging/anti‑pledging, and a robust clawback reduce governance risk; however, CIC economics total ~$10.1 million for Zmigrosky, which is material in a transaction scenario .
- Ownership alignment: EVP ownership guideline of 3x salary ($1.89 million minimum) and policy‑mandated retention of net shares until guidelines are met support long‑term alignment; Zmigrosky was in compliance as of 12/31/2024 .