Brian Willey - Executive Vice President – Midstream | Matador Resources (MTDR) Executive Profile & Compensation

About Brian Willey

Executive Vice President and Chief Financial Officer of Matador Resources Company (MTDR). Age 48, with tenure at Matador since 2014 and CFO since February 2023; prior roles include Deputy General Counsel, Co-General Counsel, President & General Counsel of Midstream Operations, and Chair of San Mateo Midstream . Education: B.S. Accounting (Brigham Young University, 2002) and J.D. (University of Texas School of Law, 2005; high honors, Order of the Coif) . 2024 performance context: Matador delivered $885 million in net income and $2.299 billion Adjusted EBITDA, with TSR index value of $320.30 since 2019 baseline; key operational growth included 33% oil production and 26% natural gas production increases, supporting pay-for-performance alignment .

Past Roles

Organization	Role	Years	Strategic Impact
Matador Resources Company	Deputy General Counsel → Co-General Counsel → SVP Co-General Counsel → President & General Counsel of Midstream → EVP (Midstream Ops) → EVP & CFO	2014–2025	Led corporate legal, M&A and midstream strategy; became CFO in Feb-2023, chaired San Mateo; managed financing actions and investor engagement .

External Roles

Organization	Role	Years	Strategic Impact
Dean Foods Company	Vice President, Chief Counsel – Corporate	Not disclosed	Led corporate legal matters including securities, governance and transactions .
Baker Botts L.L.P.	Senior Associate (Corporate)	Not disclosed	Focused on M&A, public/private offerings, venture financings, SEC compliance, governance .
San Mateo Midstream, LLC	Chairman	Not disclosed	Oversight of JV midstream platform; financing facility expansion; contributed to Pronto transaction .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	$600,000	$850,000
Target Bonus (% of Salary)	100%	100%
Actual Bonus Paid ($)	$1,365,000	$1,487,500

Performance Compensation

2024 Corporate Performance Goals and Outcomes

Metric	Threshold	Target	Maximum	Actual	Assessment
Net Debt / Adjusted EBITDA (x)	1.55	1.42	1.29	1.05	Exceeded Maximum
Adjusted Operating Costs per BOE ($/BOE)	$14.90	$13.90	$12.90	$12.42	Exceeded Maximum
ROACE (%)	25%	28%	31%	32%	Exceeded Maximum
TSR vs Peer Group	—	Upper 50%	Upper 25%	Upper 50%	Achieved Target
ESG (qualitative)	—	—	—	See ESG summary (safety, emissions, water, pipeline)	Strong qualitative performance

2024 Annual Cash Incentive Award (Willey)

Item	Value
Target Opportunity (% of Salary)	100%
Maximum (pre-Strategic Objectives cap)	175%
Actual Paid ($)	$1,487,500

2024 Long-Term Incentive Awards (Grant date: 2/14/2024)

Award Type	Units Granted	Vesting	Performance Metric	Grant Date Fair Value ($)
Phantom Units (cash-settled)	15,000	Ratably over 3 years	N/A	$841,350
Performance Stock Units (PSUs)	10,000 (target)	Based on 3-year performance ending 12/31/2026	Relative TSR with 0–200% payout; capped at 100% if absolute TSR negative	$663,800

Equity Ownership & Alignment

Metric	Detail
Total Beneficial Ownership (shares)	97,861; includes 3,760 (IRA), 2,950 (401k), and 2,667 restricted stock .
Ownership as % of Shares Outstanding	<1% of 125,201,846 shares .
Stock Ownership Guidelines	EVP: 2.5× base salary; all NEOs above minimum requirements as of 12/31/2024 .
Hedging/Pledging	Hedging prohibited; pledging restricted to ≤25% of holdings with prior committee consent .
Options	None outstanding (company did not grant options in 2024) .

Outstanding Awards and Scheduled Vesting (as of 12/31/2024)

Vesting Date	Award Type	Shares/Units
02/14/2025	Phantom Units	5,000
02/16/2025	Restricted Stock	2,667
02/17/2025	Restricted Stock	3,880
12/31/2025	PSUs (assumes target for 2023 PSUs)	6,000
02/14/2026	Phantom Units	5,000
02/16/2026	Restricted Stock	2,667
12/31/2026	PSUs (assumes max for 2024 PSUs per SEC rule presentation)	20,000
02/14/2027	Phantom Units	5,000
Total Unvested	Phantom + RS + PSUs	50,214

Note: Phantom Units settle in cash and do not create share issuance; PSUs settle in shares subject to relative TSR outcomes .

Employment Terms

Term	Key Provisions
Employment Agreement	Executed April 2024 (form filed with 3/31/2024 10-Q); terms described in Proxy apply to Willey .
Severance (no CIC)	Company termination without “just cause”: 1.5× base salary + 1.5× average bonus (prior two years) . Willey’s agreement does not provide “good reason” severance except following a change in control .
Change-of-Control (CIC)	If terminated without “just cause” or for “good reason” within 30 days before or 12 months after CIC: 3× base salary + 3× average bonus; accelerated vesting of unvested equity; PSUs vest based on performance through CIC date .
Non‑Compete	18 months post termination; 24 months if termination in connection with CIC .
Non‑Solicit	Up to 24 months post termination, subject to specified exceptions .
Clawback	NYSE-compliant clawback policy on incentive compensation for 3 prior fiscal years in event of restatement .
Tax Gross‑Ups	No excise tax gross‑ups for CIC payments .
Anti‑Hedging/Pledging	Hedging prohibited; pledging limited to ≤25% with prior approval .

Compensation Peer Group and Say‑on‑Pay

2024 Benchmarking Peer Group included: APA, Civitas, Coterra, Diamondback, Magnolia, Marathon, Murphy, Ovintiv, Permian Resources, SM Energy, Vital Energy; MTDR market cap at 45th percentile vs peer median .
2024 Say‑on‑Pay approval: 94% support .

Investment Implications

Pay-for-performance alignment: Significant variable and performance-based pay with corporate metrics exceeding maximums in leverage, cost and ROACE; equity mix favors PSUs tied to relative TSR, while phantom units avoid dilution and near-term selling pressure .
Retention risk mitigants: Strong severance/CIC protections, robust non-compete durations (18–24 months), and ownership guideline compliance suggest stability; lack of tax gross-ups and presence of clawback reduce governance risk .
Insider selling pressure: Upcoming vesting milestones include restricted stock in 2025–2026 and PSUs at 12/31/2025 and 12/31/2026; PSU settlements may add share supply contingent on TSR outcomes, while phantom units are cash-settled and non-dilutive .
Execution track record: As CFO and Chair of San Mateo, Willey led $2.0B in public debt/equity offerings, expanded credit facilities, and investor engagement—contributing to liquidity and leverage improvements underpinning incentive outcomes .