Teresa Dick
Executive Vice President, Chief Accounting Officer and Assistant Secretary at 
Diamondback Energy
Diamondback EnergyExecutive
About Teresa Dick
Teresa L. Dick (age 55) is Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy (FANG). She joined Diamondback in 2007 (Corporate Controller), served as CFO from 2009–2019, and has been CAO since March 2019; she is a CPA with a BBA in Accounting (University of Northern Colorado) and serves on Bank7 Corp.’s board (audit and nominating/governance committees) . FANG’s 2024 incentive scorecard paid at 170% of target and 2022 PSUs vested at 250% on strong TSR (82nd percentile), indicating high pay-for-performance alignment; Say‑on‑Pay support was ~96.5% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diamondback Energy | Corporate Controller | 2007–2009 | Built controllership post-IPO ramp |
| Diamondback Energy | CFO & SVP | 2009–2017 | Led finance during growth; public company reporting |
| Viper Energy, Inc. (FANG subsidiary) | CFO, SVP & Asst. Secretary | 2014–2017 | Stood up finance for listed subsidiary |
| Diamondback Energy | EVP & CFO | 2017–2019 | Executive leadership of finance |
| Diamondback Energy | EVP & Chief Accounting Officer; Assistant Secretary | 2019–present (Asst. Sec. since 2012) | Oversees accounting, reporting, controls at scale |
| Hiland Partners (public MLP) | Controller/Tax Director | 2006–2007 | Public MLP accounting/tax leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bank7 Corp. (NASDAQ: BSVN) | Director; Audit and Nominating/Corporate Governance Committees | Mar 2021–present | Public financial services board experience |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | +5% YoY |
| Target Bonus (% of Salary) | 80% | 90% | Target % increased in 2024 |
| Actual Annual Incentive ($) | $420,000 | $803,250 | 2024 payout = 170% of target |
| All Other Compensation ($) | $40,685 | $42,500 | 2024 detail: 401(k) $34,500; insurance $2,650; executive physical $5,350 |
Performance Compensation
Annual Incentive Plan (2024) – Company Scorecard and Payout
| Performance Factor | Weight | Threshold | Target | Max | 2024 Result vs Target | Earned % |
|---|---|---|---|---|---|---|
| Capital Budget ($mm) | 15% | 150% of target | 15.0% | |||
| PDP F&D ($/Boe) | 15% | 124% of target | 18.6% | |||
| Controllable Cash Costs ($/Boe) | 10% | 200% of target | 20.0% | |||
| ROACE (%) | 20% | 114% of target | 22.9% | |||
| Pre‑Dividend FCF ($/sh) | 20% | 192% of target | 38.4% | |||
| Environmental & Safety (sub-metrics below) | 25% | 85.6% of weight | 21.4% | |||
| Total Earned (Quantitative) | 100% | 136% | ||||
| Committee Discretion | — | — | — | — | +25% multiplier given transformative M&A, integration, top-quartile TSR | Final payout 170% |
Environmental & safety sub-metrics (selected): flaring intensity (company-operated) earned 73% of target weight; net liquid spill rate 200%; recycled water % 192%; TRIR & Scope 1 intensity disclosed in framework .
Teresa Dick’s 2024 incentive outcome:
- Target bonus: 90% of $525,000 = $472,500
- Final payout: 170% of target = $803,250
Long-Term Equity (2024 grants)
| Award | Vehicle | Grant Date | Target Units | Vesting/Performance | Target Grant Value |
|---|---|---|---|---|---|
| Diamondback PSU | Performance RSU | 3/1/2024 | 6,926 | 3-year relative TSR vs peer group; absolute TSR modifier; max 250%; service condition | Included in $2.05m total LTI |
| Diamondback RSU | Time-based RSU | 3/1/2024 | 4,618 | 1/3 on grant; remaining in two equal annual installments (Mar 1, 2025 & 2026) | Included in $2.05m total LTI |
| Viper PSU (VNOM) | Performance RSU | 3/1/2024 | 6,957 | 3-year relative TSR; absolute TSR modifier; service condition | $250,000 |
Vesting history and realized pay signals:
- 2022 PSUs vested at 250% based on 82nd percentile relative TSR and positive absolute TSR modifier; Teresa received 23,070 shares upon certification in March 2025 .
- Shares vested in 2024 under Diamondback plan: 29,999 shares; value realized $5,058,363 (timing/pricing per table methodology) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/1/2025) | 99,747 FANG shares; <1% of outstanding |
| Unvested Time-Based RSUs (12/31/2024) | 2,048 RSUs vested 3/1/2025; 3,078 RSUs with 1,539 vested 3/1/2025 and 1,539 vesting 3/1/2026 |
| Outstanding PSUs (Diamondback) | 23,040 (max) for 2023–2025 cycle; 17,315 (max) for 2024–2026 cycle (settlement contingent on TSR outcomes) |
| Outstanding PSUs (Viper) | 6,957 target units for 2024–2026 cycle |
| Stock Ownership Guidelines | EVP multiple 3x base salary; for Teresa: $1,575,000 minimum value; all NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging and pledging prohibited; no margin accounts; window and preclearance policy applies |
| Options | Company has not granted stock options in recent years (focus on RSUs/PSUs) |
Vesting calendar watchouts (potential supply overhang, subject to trading windows/preclearance):
- Time-based RSUs: ~1,539 units scheduled 3/1/2026 .
- PSU performance periods end 12/31/2025 and 12/31/2026; settlement after committee certification in early 2026/2027, magnitude depends on TSR vs peer set and absolute TSR modifier .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Bonus | COBRA | Equity Treatment | Total |
|---|---|---|---|---|---|
| Termination w/o Cause or Resignation for Good Reason (non‑CIC) | 18 months base continuation = $787,500 | Target bonus = $472,500 | $24,935 | Per award terms (no automatic vesting for EVP) | $1,284,935 |
| Change-in-Control + Qualifying Termination (double-trigger) | Lump sum = 2.5x (base + greater of target or 3‑yr avg bonus) = $3,206,542 | Included in lump sum (structure per plan) | $24,935 | Double-trigger vesting of unvested equity per award terms; RSU/PSU value $3,825,716 (illustrative as of 12/31/2024) | $7,057,193 |
| Death/Disability | 18 months base = $787,500; target bonus = $472,500; COBRA per plan | — | PSUs assumed at target until final certification; value shown $3,825,716 (illustrative) | $5,085,716 |
Additional terms:
- Severance plan requires release; non‑compete/non‑solicit typically 12 months; for CIC qualifying termination, certain restrictions end at termination .
- CIC severance formula, effective April 6, 2025: multiple of base salary plus greater of target bonus or 3‑year average bonus (EVP multiple 2.5x) .
- Clawback policy (Nasdaq Rule 10D‑1): 3‑year lookback on incentive compensation after restatement .
- Double‑trigger equity on CIC for EVPs (no single-trigger) .
Performance & Track Record
| Indicator | Evidence |
|---|---|
| 2024 Company execution | $6.4B CFO, $3.6B Free Cash Flow; 57% of Adjusted FCF returned to shareholders via dividends/buybacks; base+variable dividends $8.29/share |
| TSR-driven PSU outcomes | 2022 PSU cycle certified at 250% (82nd percentile relative TSR; ~20% annualized absolute TSR) |
| 2024 AIP payout | Quantitative 136% plus committee 25% uplift → 170% payout, citing Endeavor integration and top‑quartile one‑year TSR vs oil‑weighted peers |
| Say‑on‑Pay support | ~96.5% approval in 2024; ongoing engagement |
Compensation Structure Analysis
- Mix and at‑risk orientation: For NEOs, majority of pay is performance‑based (AIP + PSUs); no stock options; PSUs keyed to relative TSR with absolute modifier; time‑based RSUs retained primarily for retention .
- Metric rigor and evolution: Scorecard emphasizes ROACE, FCF/share, cost discipline, and EHS metrics (25% weight); production growth removed; environmental/safety metrics maintained, with 2025 refinements to flaring and water measures .
- Governance: Double‑trigger on equity for CIC; no tax gross‑ups; anti‑hedging/pledging; robust stock ownership (EVP 3x); formal clawback policy .
Risk Indicators & Red Flags
- Discretionary uplift: Compensation committee applied a 25% positive discretion to 2024 AIP outcomes, raising payout from 136% to 170%—investors should monitor consistency of future use of discretion versus formulaic outcomes .
- Pledging/Hedging: Prohibited, reducing alignment risk from collateralized positions or downside protection .
- Equity overhang/vesting: Upcoming RSU vests (Mar 2026) and potential PSU settlements (2026–2027) could create episodic insider selling pressure, subject to trading window controls .
Equity Ownership & Alignment (Detail Table)
| Component | Amount/Status |
|---|---|
| Total beneficial ownership | 99,747 shares; less than 1% of FANG outstanding |
| Ownership guideline (EVP) | 3x salary = $1,575,000 minimum value; compliant as of 12/31/2024 |
| Vested vs unvested (selected) | Unvested RSUs: 1,539 vest 3/1/2026; PSUs outstanding for 2023–2025 and 2024–2026 cycles; Viper PSUs 2024–2026 |
| Shares vested in 2024 | 29,999 shares; value realized $5,058,363 |
| Pledging/Hedging | Not permitted (policy); trades subject to windows and pre‑approval |
Employment Terms (Key Clauses)
- Severance (non‑CIC): 18 months base continuation (EVP), pro‑rated target bonus, up to 18 months COBRA reimbursement; equity per award terms; release and 12‑month restrictive covenants .
- CIC (double‑trigger): Lump sum 2.5x (base + greater of target/3‑yr avg bonus), target bonus for year of termination, COBRA reimbursements, and double‑trigger equity vesting per award agreements .
- Clawback: Restatement recovery of incentive‑based compensation for 3 fiscal years .
Investment Implications
- Alignment: High proportion of at‑risk pay (TSR‑linked PSUs and formulaic AIP) plus strict anti‑hedging/pledging and robust ownership guidelines support strong shareholder alignment .
- Retention: Multi‑year PSU cycles (through 2026) and remaining RSU installments create meaningful retention hooks; severance/CIC protections are market‑standard, with double‑trigger vesting and 2.5x EVP CIC multiple—moderate retention risk .
- Trading signals: Watch for PSU settlements after 12/31/2025 and 12/31/2026 certification and the 3/1/2026 RSU vest for potential insider supply—within window/preclearance constraints .
- Governance watchpoint: The 25% discretionary uplift to AIP in 2024 improved payouts to 170%—monitor future reliance on discretion vs. scorecard results as a signal of compensation discipline .