Stephanie Mains
Diamondback EnergyAbout Stephanie K. Mains
Independent director since 2020; age 57; Audit Committee Chair (appointed effective October 1, 2024) and member of the Compensation Committee. She holds a B.B.A. in Finance from the University of Kentucky and is designated an audit committee financial expert. Background spans 30+ years across GE Energy/GE Power Conversion, ABB Industrial Solutions, and current CEO role at LSC Communications-MCL.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Power Conversion | Interim President & CEO | 2020 | Led profitable turnaround through COVID-19 |
| ABB/GE Industrial Solutions | President & CEO | 2015–2019 | Drove transformation and divestiture to ABB |
| GE Distributed Power Global Services | President & CEO | 2013–2015 | Integrated and grew $2.2B global business |
| GE Energy | VP/GM roles | 2006–2013 | Built out and transformed $4B service operation |
| GE Aviation Services | CFO (Material/Contractual Services) | Prior to 2006 | Financial leadership; aviation materials/services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gates Industrial Corp. plc (GTES) | Director | Current | Audit committee member |
| LCI Industries (LCII) | Director | Current | Audit & Compensation committees |
| Stryten Manufacturing (Atlas Holdings pvt) | Board of Managers | Current | Governance oversight (private) |
| LSC Communications-MCL (Atlas Holdings pvt) | CEO | Current | Operational leadership |
Board Governance
- Independence: FANG board determined Mains is independent under Nasdaq and SEC rules; 10/13 nominees independent overall.
- Committee leadership: Audit Chair; Compensation Committee member; Audit committee had 4 meetings in 2024; Compensation had 4.
- Audit expertise: Mains qualifies as an “audit committee financial expert.”
- Attendance: Each director attended at least 92% of board and committee meetings in 2024; all director nominees attended the 2024 annual meeting.
- Executive sessions: Independent directors met in executive session six times in 2024 (led by Lead Independent Director).
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Mains; Brooks; Holderness; Houston; Plaumann; Reeves | Stephanie K. Mains | 4 |
| Compensation | Trent; Mains; Plaumann; Reeves; Tsuru | Melanie M. Trent | 4 |
Fixed Compensation
- Program design (non-employee directors; effective 2024):
- Annual cash retainer $90,000; Audit Chair $20,000; Audit Member $10,000; Other committee chair $15,000; Other committee member $5,000; Lead Independent Director $25,000.
- 2024 cash received (Mains): $115,000.
| Component | Amount ($) |
|---|---|
| Annual Director Retainer | $90,000 |
| Audit Committee Chair Retainer | $20,000 |
| Other Committee Member Retainer (Compensation) | $5,000 |
| Total Cash Fees Paid (2024) | $115,000 |
Performance Compensation
- Annual director equity: RSUs valued at $200,000; 1,035 RSUs granted June 6, 2024; vest on earlier of June 6, 2025 or next annual meeting; directors may elect to defer RSUs until separation (Mains elected deferral along with most directors).
- 2024 stock award (reporting fair value): $197,726.
| Grant Date | Instrument | Shares/Units | Grant Fair Value | Vesting |
|---|---|---|---|---|
| June 6, 2024 | RSUs | 1,035 | $197,726 | Earlier of 1 year or 2025 annual meeting; deferral election permitted (Mains deferred) |
Compensation Committee oversight metrics (signals): FANG’s 2024 executive Annual Incentive Plan scorecard (Mains serves on the committee) had quantitative operational, financial, and E&S metrics; outcome 136% of target, with committee discretion +25% to 170% given merger execution/top-quartile TSR.
| Performance Factor (Executives’ AIP) | 2024 Weight | 2024 % Earned |
|---|---|---|
| Capital Budget ($MM) | 10% | 15% |
| PDP F&D Cost ($/Boe) | 15% | 18.6% |
| Controllable Cash Costs ($/Boe) | 10% | 20% |
| ROACE (%) | 15% | 22.9% |
| Pre-Dividend FCF ($/Share) | 20% | 38.4% |
| Environmental & Safety (composite) | 25% | 21.4% |
| Total (quantitative) | 100% | 136% |
| Committee Discretion (Merger/TSR) | — | +25% (Final 170%) |
Other Directorships & Interlocks
- Other current public company boards: Gates Industrial; LCI Industries.
- Compensation Committee interlocks: None; committee is fully independent; no insider participation reported.
- Lead Independent Director: Melanie M. Trent (chairs comp; executive sessions).
Expertise & Qualifications
- Audit/financial reporting (audit committee financial expert); corporate governance; M&A/finance/capital markets; risk management; technology/cyber oversight; EHS/sustainability.
Equity Ownership
- Beneficial ownership (April 1, 2025): 9,236 shares; <1% of class.
- Director stock ownership guideline: 5x annual cash retainer (i.e., 5 × $90,000 = $450,000 value requirement); all non-employee directors in compliance as of Dec 31, 2024.
- Anti-hedging/pledging: Prohibited for directors; supplemental policy bars margin accounts and pledging; trades/donations restricted to windows with pre-clearance.
| Item | Value |
|---|---|
| Shares Beneficially Owned | 9,236 (<1% of class) |
| Ownership Guideline | 5x annual cash retainer ($90,000) |
| Compliance Status (Directors) | In compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited |
Governance Assessment
- Board effectiveness: Elevation to Audit Chair in Oct-2024 strengthens financial oversight; audit committee includes multiple financial experts; committee met 4× in 2024.
- Independence/engagement: Independent; high attendance; active executive sessions; strong shareholder outreach (63% contacted; 38% met).
- Pay-for-performance alignment (oversight signal): High 2024 say‑on‑pay support (96.5%); AIP includes 25% E&S metrics; clawback policy compliant with Rule 10D‑1.
- Conflicts/related-party exposure: Proxy disclosures emphasize Stephens Stockholders Agreement shaping board composition post‑Endeavor merger; no related‑party transactions disclosed involving Mains; insider trading policies ban hedging/pledging.
- Diversity/leadership: 100% of board committees chaired by women or ethnically diverse directors; Mains contributes to this leadership mix.
RED FLAGS: None disclosed specific to Mains (no Item 404 related-party transactions; no pledging/hedging; strong attendance). Monitor board dynamics under Stephens Stockholders Agreement (designation rights) for potential influence on committee independence/agenda, though Mains herself is not a Stephens designee.