Rebecca Klein
Diamondback EnergyAbout Rebecca A. Klein
Independent director since 2022 (age 60). Principal of Klein Energy, LLC; former Chairman of the Public Utility Commission of Texas and chair of the Lower Colorado River Authority board. Education: JD (St. Mary’s), MBA (MIT), MA National Security Studies (Georgetown), BA Human Biology (Stanford); retired Lieutenant Colonel, U.S. Air Force Reserve. Core credentials in government/regulatory, sustainability, technology/cyber oversight, executive experience, and risk management .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Public Utility Commission of Texas | Chairman | Not disclosed | State utility regulation leadership |
| Lower Colorado River Authority (LCRA) | Chair of the Board | Not disclosed | Governance of public power/water utility |
| KPMG Consulting (now Deloitte) | Head, Office of Government Affairs & Industry Relations (Washington, D.C.) | Not disclosed | Federal policy and industry relations |
| Georgetown University McDonough School of Business | Senior Fellow | Not disclosed | Academic and policy engagement |
External Roles
| Organization | Role | Committees/Notes | Potential Interlock/Exposure |
|---|---|---|---|
| Avista Corporation (NYSE: AVA) | Director | Not disclosed in FANG proxy | Regulated utility; limited direct business overlap with upstream E&P |
| SJW Group (NYSE: SJW) | Director | Not disclosed in FANG proxy | Regulated water utility; limited direct business overlap |
| Riverbend X, LP (affiliate of Riverbend Energy Group) | Independent Advisor | Energy transition investments | Advisory role; no transactions with FANG disclosed |
| Texas Energy Poverty Research Institute | Founder and Director | Non-profit | Social impact; no conflicts disclosed |
Board Governance
- Committee assignments: Chair, Safety, Sustainability & Corporate Responsibility (SSCR) Committee (appointed Oct 1, 2024) .
- Independence: Board determined independent under Nasdaq/SEC rules .
- Attendance: Board met 10 times in 2024; each director attended at least 92% of board and applicable committee meetings; all nominees (incl. Klein) attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session six times in 2024 .
- Overboarding policy: Limit four public boards; audit committee service limited to three; directors must seek nom/gov approval for additional boards—current compliance affirmed .
| Governance Item | 2024 Detail |
|---|---|
| Board meetings held | 10 |
| Director attendance threshold | ≥92% for each director |
| Independent sessions | 6 in 2024 |
| SSCR Committee meetings | 2 in 2024 (Klein chairs) |
Fixed Compensation (Non-Employee Director Program; 2024)
| Component | Amount ($) |
|---|---|
| Annual Director Retainer | 90,000 |
| Lead Independent Director Retainer | 25,000 |
| Audit Committee Chair Retainer | 20,000 |
| Audit Committee Member Retainer | 10,000 |
| Other Committee Chair Retainer (incl. SSCR) | 15,000 |
| Other Committee Member Retainer | 5,000 |
| 2024 Cash Fees Earned (Rebecca A. Klein) | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 97,500 |
Notes: Committee chair/membership retainers are payable quarterly and may be prorated when roles change intra-year. Directors can defer up to 100% of RSUs and dividend equivalents until separation .
Performance Compensation (Equity)
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Annual RSU (non-employee director) | Jun 6, 2024 | 1,035 | 197,726 | Vests on earlier of Jun 6, 2025 or 2025 Annual Meeting | None (time-based only) |
| Program target (for non-employee directors) | Jun 6, 2024 | Determined by $200,000 ÷ $193.14 | 200,000 (policy reference) | Same as above | None (time-based) |
Deferral elections: In 2024, all non-employee directors except Brooks and West elected to defer receipt of vested RSUs until separation (includes Klein) .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Observations |
|---|---|---|---|
| Avista Corporation | Director | Not disclosed | Regulated utility; governance expertise valuable; no related-party transactions with FANG disclosed |
| SJW Group | Director | Not disclosed | Regulated water utility; governance/ESG alignment; no conflicts disclosed |
Expertise & Qualifications
- Government/regulatory, legal, and public policy leadership; environmental, health, safety & sustainability oversight; technology/cyber defense & protection; executive compensation and human capital management; risk management .
- Advanced education in law, business, national security, and life sciences; military leadership background (Lt Col, USAFR) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Rebecca A. Klein | 3,730 | <1% | As of April 1, 2025 |
| Ownership Policy | Requirement | Compliance | Hedging/Pledging |
|---|---|---|---|
| Non-Employee Director Stock Ownership Guideline | 5x base annual retainer | All non-employee directors were in compliance as of Dec 31, 2024 | Hedging and pledging prohibited; margin accounts prohibited |
Governance Assessment
- Strengths: Independent director with deep regulatory and sustainability expertise; chairs SSCR committee; robust attendance; RSU deferral aligns with long-term ownership; subject to rigorous 5x retainer ownership guideline; company prohibits hedging/pledging; strong stockholder support on say-on-pay (96.5% in 2024) .
- Potential risks/conflicts: Concurrent service on two regulated utility boards plus FANG—still within overboarding limits and requires nom/gov approval; no related-party transactions involving Klein disclosed in proxy; monitor for any future interlocks with counterparties or policy-driven exposure via Riverbend advisory (none disclosed) .
- Board effectiveness signals: 100% committees chaired by women/ethnically diverse directors; regular executive sessions; comprehensive committee charters and annual evaluations; SSCR metrics embedded in company STI (environment/safety at 25%)—Klein’s committee oversight directly ties sustainability performance to incentives .
Overall, Klein’s regulatory and sustainability leadership, deferral of equity, and compliance with ownership guidelines support investor confidence, with minimal conflict risk evident from current disclosures .