Melanie Trent

About Melanie M. Trent

Melanie M. Trent (age 60) is Diamondback Energy’s Lead Independent Director and has served on the Board since April 2018. She is independent under Nasdaq and SEC rules, chairs the Compensation Committee (effective October 1, 2024), and serves on the Nominating & Corporate Governance Committee; she previously held senior legal and administrative roles at Rowan Companies plc (now Valaris) and earlier legal/investor relations roles at Reliant Energy, Compaq, and Andrews Kurth. She holds a BA from Middlebury College and a JD from Georgetown University Law Center, and brings governance, legal/regulatory, executive compensation, risk management, and energy industry expertise to the Board .

Past Roles

External Roles

Board Governance

• Independence: Independent; one of ~77% independent director nominees; all compensation and nominating committee members meet independence standards .
• Roles: Lead Independent Director (enhanced role since 2022) with authority to preside over meetings without the Chair, call executive sessions, liaise with the Chair, coordinate performance reviews of the Chair/CEO, and engage directly with major stockholders .
• Committees: Chair, Compensation Committee (from Oct 1, 2024); Member, Nominating & Corporate Governance Committee; independent committees with separate charters and leadership .
• Attendance & Engagement: Each director attended at least 92% of Board and relevant committee meetings in 2024; independent directors met in executive session six times with Ms. Trent presiding .
• Overboarding & Audit Service Limits: Company guidelines limit directors to four public boards; audit committee service capped at three audit committees; all directors currently in compliance .
• Diversity Leadership: 100% of board committees are chaired by women or ethnically diverse directors, supporting independent oversight quality .

Fixed Compensation

2024 actual compensation for Ms. Trent:

Program design notes:

• Annual RSU award valued at $200,000; 2024 grant was 1,035 RSUs, vesting on the earlier of June 6, 2025 or the 2025 annual meeting; non-employee directors joining after the grant date received prorated grants with the same vesting schedule .
• Directors may defer up to 100% of RSUs and dividend equivalents until separation; in 2024, all non-employee directors except Brooks and West deferred receipt, which includes Trent .

Performance Compensation

Directors do not receive performance-based equity (e.g., PSUs) or cash incentives tied to operational/financial metrics; director equity awards are time-based RSUs aligned to the annual meeting cycle .

Other Directorships & Interlocks

• Compensation Committee Interlocks: None; no members have been officers/employees of Diamondback and no reciprocal interlocks involving Diamondback executives serving on other companies’ boards/compensation committees in the past fiscal year .
• Compensation Consultant: Meridian retained by the Compensation Committee; independence reviewed with no conflicts; utilized for benchmarking executive and director compensation, peer groups, and market practices .

Expertise & Qualifications

• Corporate governance, M&A/finance/capital markets, financial reporting, legal/regulatory, energy industry background, EHS/sustainability, executive experience, compensation/human capital management, risk management, technology/cyber oversight .

Equity Ownership

Ownership alignment:

• Stock Ownership Guidelines: Non-employee directors must own common stock equal to 5x base annual retainer (stock options and unvested performance-based awards excluded); as of Dec 31, 2024, all non-employee directors were compliant .
• Anti-Hedging/Pledging: Directors are prohibited from hedging (puts/calls, shorts, swaps/collars) and from pledging or holding shares in margin accounts; trades/donations must occur only during open windows with pre-approval (Rule 10b5-1(c) plans excepted) .

Governance Assessment

• Strengths

  • Robust independent leadership: Lead Independent Director role with defined authorities enhances oversight and shareholder engagement .
  • Committee leadership: As Compensation Chair, Trent oversees risk in compensation design, succession planning, clawback administration, stock ownership compliance, and use of an independent consultant; committee independence affirmed .
  • Attendance and engagement: Board-level attendance ≥92% in 2024; six independent executive sessions (presided by Trent) reinforce independent oversight .
  • Shareholder alignment: Director equity is time-based RSUs with annual vesting cycle; ownership guidelines (5x retainer) and anti-hedging/pledging policies support long-term alignment; directors largely defer RSU receipt, including Trent .
  • Stockholder support: 2024 say-on-pay passed with ~96.5% favorable vote, indicating broad investor confidence in compensation governance .

• Potential Conflicts/Watch Items

  • External board commitments: Trent serves on two other public company boards; within Company’s overboarding limits (≤4 boards), but ongoing monitoring of time commitments is prudent given her Lead Independent Director and Compensation Chair responsibilities .
  • Related party exposure: Proxy discloses related party transactions for other directors (e.g., Meloy/Endeavor), but no related party transactions are disclosed for Trent in “Certain Other Transactions” .

• RED FLAGS

  • None identified for Trent regarding hedging/pledging, related party transactions, attendance, or committee interlocks based on the latest proxy .

• Implications for investors

  • Trent’s governance leadership (LID + Compensation Chair) and legal/regulatory expertise support Board effectiveness during leadership transition and post-merger integration, mitigating governance risk. Strong shareholder outreach and high say-on-pay backing further reinforce investor confidence in oversight of pay, succession, and sustainability-linked incentives for management .