Travis Stice

About Travis Stice

Travis D. Stice (age 63) is Chairman of the Board (since Feb 2022), Chief Executive Officer (since Jan 2012; transitioning to Executive Chairman after the May 21, 2025 Annual Meeting), and director since Nov 2012. He holds a B.S. in Petroleum Engineering from Texas A&M, is a registered engineer in Texas, and has 40 years of industry experience with senior roles at Diamondback, Apache, Laredo, and ConocoPhillips/Burlington Resources . Under his leadership, Diamondback executed the $26B Endeavor merger (closed Sep 10, 2024) and generated 2024 net cash from operating activities of $6.4B and Free Cash Flow of $3.6B, returning $2.3B (57% of Adjusted FCF) via dividends and buybacks; one-year TSR was top quartile versus peers and 2024 say-on-pay support was ~96.5% .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Incentive (STIP) framework: quantitative scorecard (capital, costs, returns, FCF/share, environmental & safety) with 2024 outcome 136% of target; compensation committee applied a 25% upward discretionary multiplier to recognize Endeavor integration and top-tier TSR, lifting payout to 170% of target .

• Long-Term Incentives (LTIs): 60% PSUs (3-year relative TSR, with absolute TSR modifier) and 40% RSUs. 2024 Grants: PSUs 32,943; RSUs 21,961; target LTI value $9.75M . PSU vesting curve: 0% <25th percentile; 50–200% between 25th–75th; max 200% before absolute TSR modifier; absolute TSR modifier 75% if negative, 100% if 0–15%, 125% if >15%; overall cap 250% of target .

• Additional Viper Energy (VNOM) 2024 PSUs (service to subsidiary): 20,870 target units (3-year TSR framework), target value $750,000 .

• Realized/earned: 2022 PSUs (performance period 2022–2024) certified at 250% after absolute TSR modifier (relative TSR 82nd percentile; absolute TSR ~20% annualized), delivering 103,810 shares to Stice in Mar 2025 .

Multi-Year Compensation (Summary Compensation Table)

Equity Ownership & Alignment

• Beneficial ownership (as of Apr 1, 2025): 512,024 FANG shares (combination of direct and indirect holdings via family entities); less than 1% of outstanding shares .
• Outstanding awards at 12/31/24 included time-based RSUs (e.g., 7,320 vesting Mar 1, 2026) and maximum unearned PSUs from 2023 and 2024 cycles (e.g., 82,358 max for 2024 PSU grant) .
• Stock ownership guidelines: CEO required to hold 6x base salary ($8.4M minimum based on 2024 base); all NEOs were in compliance as of Dec 31, 2024 .
• Hedging/pledging: Prohibited for directors and executive officers; also prohibits holding in margin accounts; trades limited to open windows or Rule 10b5-1 plans .

Vesting Schedules and Outstanding Equity Detail

Employment Terms

• Senior Management Severance Plan (amended Apr 6, 2025):

  • Non–change-in-control (CIC) termination without cause/for good reason: salary continuation periods by level; for CEO, previously 2x for 24 months, changing effective Apr 6, 2025 to 1x for 24 months; pro-rated target bonus; up to 18 months COBRA premium reimbursement; equity per award terms .
  • CIC qualifying termination within 2 years post-CIC: lump sum of multiple of base salary plus greater of target or three-year average bonus (CEO 3.0x); pro-rated target bonus; up to 18 months COBRA reimbursement; equity per award terms (double-trigger vesting for other NEOs; special treatment for Stice per prior agreement) .
  • Stice-specific: upon eligible termination, all equity awards vest 100%, with PSUs at maximum, settled within 10 business days; enhanced COBRA coverage in death/disability scenarios per his participation agreement .
  • Restrictive covenants: non-compete/non-solicit for up to 12 months; release requirement for severance; clawback compliant with Nasdaq Rule 10D-1 .

• Leadership Transition Letter (Feb 20, 2025): As Executive Chairman through 2026 AGM, base salary $900,000; target bonus 150% of salary; equity awards of $13M target in 2025 (as CEO) and $7.8M target in 2026 (as Executive Chairman), 60% PSUs / 40% RSUs; remains participant in severance plan; specific CIC cash severance benefits not reduced to 24 months salary continuation; COBRA reimbursements through Dec 31, 2026 after transition to non-Executive Chair .

Board Governance

• Board service: Director since 2012; Chairman since 2022; transitioning to Executive Chairman post-2025 AGM; not independent under Nasdaq rules .
• Committees: Employee directors do not receive director compensation nor serve on committees; lead independent director (Melanie Trent) has enhanced responsibilities to counterbalance combined Chair/CEO history and continuing non-independent Chair role .
• Board quality: ~77% independent nominees; 100% of committees chaired by women or ethnically diverse directors; all directors attended at least 92% of 2024 meetings .
• Say-on-pay: ~96.5% approval in 2024; active shareholder outreach .
• Executive sessions: Independent directors met in executive session six times in 2024 .

Director Compensation (as Director)

• As an employee director, Stice does not receive director cash retainers or annual RSU director grants; separate 2025/2026 executive equity per letter agreement, not director program .

Compensation Structure Analysis

• Mix and shifts: High proportion of at-risk pay (performance and time-based equity); 2024 CEO performance-based equity and time-based equity totaled ~$16.6M grant date fair value; STIP target percentage increased (CEO to 140% of salary) aligning with financial/returns metrics .
• Performance rigor: Scorecard heavily weighted to FCF/share and returns (ROACE), with 25% to measured environmental and safety metrics; no production/reserves growth metrics; maintained XOP and S&P 500 (both double-weighted) in TSR peer group—indicating external performance benchmarking across sector and market .
• Governance guardrails: No tax gross-ups, no options repricing, robust clawback, anti-hedging/anti-pledging, ownership guidelines, and double-trigger equity in CIC since 2018 .
• Discretionary overlay: Committee used positive discretion (+25%) tied to Endeavor integration and top-tier TSR, a notable factor for assessing future discretionary adjustments .

Equity Ownership, Insider Activity, and Selling Pressure

• Beneficial ownership: 512,024 FANG shares as of Apr 1, 2025 (<1%) .
• Insider transactions:
  • Aug 7, 2025: Multiple indirect sales totaling 102,145 shares executed via family-controlled entities (e.g., TBS Legacy Investments, Ltd.) at weighted average prices ~$140.91–$147.51; continued substantial indirect ownership disclosed (e.g., 419,271 shares remaining post-sale per form footnotes) .
  • Company IR Form 4s show routine tax withholdings and awards in Mar/May 2024 (e.g., Mar 5, 2024; May 29, 2024) .
• Policy mitigants: Anti-pledging and anti-hedging policies reduce misalignment risk; all executive trades subject to windows or 10b5-1 plans .

Pay Versus Performance, Say-on-Pay & Peer Group

• Pay vs performance: “Compensation actually paid” (SEC methodology) for CEO was $29.1M in 2024 vs SCT total $21.3M; cumulative TSR value of $219.68 for a $100 initial investment over the disclosed measurement period; Net Income $3.7B; ROACE 15.4% (2024) .
• Peer benchmarking: 2024 compensation benchmarking peer group included APA, Coterra, Devon, EOG, EQT, Hess, Marathon, Occidental, Ovintiv, Permian Resources, Pioneer, Antero; relative TSR performance peer set included sector plus XOP and S&P 500 (both double-weighted) .
• Say-on-pay: ~96.5% approval in 2024; continuous investor outreach; historical program changes include eliminating single-trigger equity in CIC since 2018 and adding E&S metrics .

Risk Indicators & Red Flags

• Positive: No hedging/pledging; clawback in place; majority of pay at risk; double-trigger for equity in CIC; strong say-on-pay; clear environmental and safety metrics in STIP .
• Watch items: Committee’s discretionary uplift to 170% payout (from 136%) introduces judgment element; continued non-independent Chair (Executive Chairman) role mitigated by robust Lead Independent Director responsibilities .
• Related party transactions: Standard review and approval framework; no Stice-specific related-party items enumerated in provided excerpts .

Equity Ownership & Alignment (Detail Table)

Board Service History and Governance Implications

• Service: Director since 2012; Chair since 2022; moving to Executive Chair post-AGM 2025; not independent .
• Committees: Does not serve on committees as an employee director; all committees have independent chairs; independent directors meet in executive sessions; attendance ≥92% .
• Independence balance: Lead Independent Director role enhanced with clear authorities (e.g., presiding over sessions, liaising with investors, input on agendas, CEO/Chair reviews) .

Investment Implications

• Alignment and retention: High at-risk equity mix, robust ownership guidelines, and prohibitions on hedging/pledging signal alignment; special vest-at-max treatment for Stice upon eligible termination creates meaningful acceleration exposure under downside scenarios but is transparent and contractually defined .
• Performance linkage: Scorecard emphasizes FCF/share and ROACE; PSUs tethered to relative TSR with absolute modifier; 2022 PSU 250% vest demonstrates outperformance translating to realized pay—appropriate for value creation but can magnify dilution if persistently at max .
• Governance quality: Strong say-on-pay, clawback, double-trigger CIC equity, and independent committee leadership offset the continued non-independent Chair structure; succession plan clear (Executive Chair role and new CEO) .
• Trading signals: 2025 insider sales by Stice via family entities appear as structured dispositions with continued sizable indirect holdings; no pledging; watch for cadence of future 10b5-1 activity and PSU outcomes for signals on confidence/valuation .

Notes: All SEC proxy/filing data cited above derive from Diamondback Energy, Inc. 2025 DEF 14A (filed Apr 10, 2025).