Vincent Brooks
Diamondback EnergyAbout Vincent K. Brooks
Vincent K. “Vince” Brooks, age 66, has served as an independent director of Diamondback Energy since April 2020. He is a retired four‑star U.S. Army general with 42 years of service, bringing deep leadership, risk management, crisis response, cybersecurity oversight, and government/regulatory experience. Education: B.S. in Engineering (West Point), M.M.A.S. (U.S. Army School of Advanced Military Studies); NACD Certified Corporate Director and NACD certified in cybersecurity oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Four‑Star General; career Army officer | 42 years; retired 2019 | Led large, complex organizations; crisis management, risk mitigation, cyber defense; congressional engagement |
| Jacobs Solutions, Inc. (NYSE: J) | Director | 2020–2024 | Transitioned following Amentum merger of Jacobs’ Critical Mission Solutions & Cyber Intelligence businesses |
| WestExec Advisors LLC | Principal | Since 2020 | Strategic advisory; policy, risk and geopolitical expertise |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Amentum Holdings, Inc. (NYSE: AMTM) | Director | Audit; Nominating & Governance | Current |
| Verisk Analytics, Inc. (Nasdaq: VRSK) | Director | Talent Management & Compensation; Risk | Intends to retire; will not stand for re‑election at May 2025 annual meeting |
| Gary Sinise Foundation | Vice Chair | — | Current |
| Harvard Kennedy School Belfer Center | Visiting Senior Fellow | — | Current |
| Univ. of Texas (Clements & Strauss Centers) | Distinguished Fellow | — | Current |
Board Governance
- Independence: Independent director nominee; board ~77% independent under Nasdaq/SEC rules; after annual meeting, 10 of 13 independent directors expected .
- Committee assignments and chair roles:
- Chair: Nominating & Corporate Governance Committee (2 meetings in 2024) .
- Member: Audit Committee (4 meetings in 2024) .
- Member: Safety, Sustainability & Corporate Responsibility Committee (2 meetings in 2024) .
- Attendance and engagement:
- Board met 10 times in 2024; each director attended at least 92% of board and committee meetings .
- All director nominees serving as of June 6, 2024 attended the 2024 annual meeting in person .
- Expertise matrix highlights: Corporate governance; government/legal/regulatory; EHS & sustainability; executive compensation/human capital; risk management; technology & cyber defense; congressional engagement/national security .
- Executive sessions: Independent director executive sessions led by Lead Independent Director (Melanie M. Trent) .
- Overboarding controls: Limits of four public boards and up to three audit committees; Brooks’ service remains within these limits (post‑Verisk retirement he will serve on one other public board in addition to Diamondback) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | $90,000 | Paid quarterly; non‑employee directors |
| Nominating & Governance Chair Retainer | $15,000 | “Other Committee Chair” category |
| Audit Committee Member Retainer | $10,000 | Applies to members |
| Safety/Sustainability Committee Member Retainer | $5,000 | “Other Committee Member” category |
| Fees Earned (2024 actual) | $120,000 | Matches role‑based retainers above |
Performance Compensation
| Element | Grant Detail | Vesting | Fair Value ($) |
|---|---|---|---|
| Annual RSU Award | 1,035 RSUs granted June 6, 2024 | Vests on earlier of June 6, 2025 or 2025 annual meeting date (May 21, 2025) | $197,726 (2024 grant date fair value) |
| Performance Metrics | None for director RSUs (time‑based vesting under non‑employee director program) | — | — |
Notably, most non‑employee directors elected to defer receipt of 2024 RSUs until separation from service; General Brooks did not defer .
Other Directorships & Interlocks
| Company | Ticker | Role | Committees | Interlock/Status |
|---|---|---|---|---|
| Amentum Holdings, Inc. | AMTM | Director | Audit; Nominating & Governance | Current |
| Verisk Analytics, Inc. | VRSK | Director | Talent Management & Compensation; Risk | Retiring; not standing for re‑election in May 2025 |
| Jacobs Solutions, Inc. | J | Director | — | Former; service ended at closing of Amentum merger in 2024 |
Expertise & Qualifications
- Corporate governance; executive experience; risk management; executive compensation/human capital; government/legal/regulatory; technology and cybersecurity oversight; EHS & sustainability; congressional engagement/national security .
- NACD Certified Corporate Director; NACD cybersecurity oversight certification .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Vincent K. Brooks | 9,236 | <1% | Held via VKB Solutions, LLC (Brooks sole member) |
| 2024 RSUs Outstanding | 1,035 | — | Vests on May 21, 2025 (annual meeting) |
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to 5× base annual retainer (i.e., 5 × $90,000); as of Dec 31, 2024, all non‑employee directors were in compliance .
- No pledging or hedging disclosures specific to Brooks; company maintains robust insider trading policies for directors .
Governance Assessment
- Strengths:
- Chairs Nominating & Corporate Governance; central to board refreshment, evaluations, and shareholder governance matters (2 meetings in 2024) .
- Serves on Audit Committee (4 meetings) overseeing financial integrity, controls, cybersecurity risk, and related‑party review .
- Serves on Safety, Sustainability & Corporate Responsibility Committee (2 meetings) guiding EHS strategy and public policy oversight .
- Strong attendance (≥92% for each director in 2024) and annual meeting presence; signals engagement .
- Ownership alignment: RSU participation; compliance with 5× retainer stock guideline; beneficial ownership disclosed .
- Overboarding risk mitigated by Verisk retirement plan; remains within company limits for board and audit committee service .
- Potential risks or conflicts:
- Holds shares via VKB Solutions, LLC (indirect ownership) — no pledging disclosed; audit committee reviews related‑party transactions, reducing risk .
- External commitments (Amentum board; academic and nonprofit roles) — mitigated by attendance record and adherence to overboarding policy .
- Shareholder signal:
- High say‑on‑pay support (~96.5% favorable in 2024), indicating broad shareholder confidence in governance and compensation frameworks .