Bryan Erman
Matador ResourcesAbout Bryan Erman
Executive Vice President, General Counsel and Head of M&A at Matador Resources Company; age 47; joined Matador in January 2016 and was promoted to EVP in October 2022 after serving as Co-General Counsel, Vice President, and Senior Vice President . Education: B.A. Political Science (University of Oklahoma) and J.D. cum laude (SMU Dedman School of Law; Hatton W. Sumners Scholar, Order of the Coif, Articles Editor) . Under the executive team’s leadership in 2024, Matador delivered net income of $885 million and Adjusted EBITDA of $2.299 billion, generated free cash flow in all four quarters, and increased the quarterly dividend to $0.25, while achieving strong TSR outcomes used in PSU vesting frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matador Resources Company | EVP, General Counsel & Head of M&A | Oct 2022–present | Led legal execution/closing/integration of Ameredev Acquisition and Pronto transaction; corporate secretary; oversight of risk management (EHS and insurance) . |
| Matador Resources Company | Senior VP & General Counsel | Mar 2022–Oct 2022 | Advanced corporate legal governance; transition to top legal role . |
| Matador Resources Company | Senior VP & Co-General Counsel | Jul 2018–Mar 2022 | Co-led legal function; corporate governance . |
| Matador Resources Company | VP & Co-General Counsel | Aug 2016–Jul 2018 | Supported M&A and corporate legal matters . |
| Matador Resources Company | Co-General Counsel | Jan 2016–Aug 2016 | Joined Matador’s legal team . |
| Carrington, Coleman, Sloman & Blumenthal, L.L.P. | Partner (Litigation, Energy/Securities) | 2010–2016 | Led energy/securities litigation and corporate governance mandates . |
| Baker Botts L.L.P. (Dallas/Washington, D.C.) | Associate (Litigation) | 2003–2010 | Oil & gas, securities, commercial litigation; governance . |
| Office of Oklahoma Governor Frank Keating | Staff | Pre‑law school | Public policy experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greyhound Resources, LLC (JV with Spearpoint) | Board member | Not disclosed | Governance for well development program in Twin Lakes asset area . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $700,000 | EVP role. |
| All Other Compensation | $24,150 | Company 401(k) contributions; plan details under benefits . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target | Maximum | Actual | Notes |
|---|---|---|---|---|
| Target bonus opportunity (% of salary) | 100% | — | — | Applies to NEOs including Erman. |
| Cash Incentive (amount) | $700,000 | $1,592,500 | $1,542,500 (paid Feb 2025) | Strategic Objectives Adjustment applied (26% for Erman) . |
Company Performance Goals (2024 framework informing NEO payouts)
| Metric | Threshold | Target | Maximum | Actual | Assessment |
|---|---|---|---|---|---|
| Net Debt / Adjusted EBITDA | 1.55x | 1.42x | 1.29x | 1.05x | Exceeded Max . |
| Adjusted operating costs per BOE (ex. interest) | $14.90 | $13.90 | $12.90 | $12.42 | Exceeded Max . |
| ROACE | 25% | 28% | 31% | 32% | Exceeded Max . |
| TSR vs. peer group | — | Upper 50% | Upper 25% | Upper 50% | Achieved Target . |
| ESG (quant/qual) | — | — | — | — | Qualitative assessment (safety, emissions, water, training) . |
Long-Term Incentives (granted Feb 14, 2024)
| Award Type | Grant Date | Units Granted | Vesting | Grant-Date Fair Value | Performance Metric / Peer Group |
|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | 2/14/2024 | 10,000 target (0–200% earn-out) | 3-year performance period ending 12/31/2026; settle post-certification | $663,800 | Relative TSR; if absolute TSR <0%, cap at 100% ; PSU peer group includes APA, Civitas, Coterra, Diamondback, Magnolia, Marathon, Murphy, Ovintiv, Permian Resources, SM Energy, SPDR S&P O&G E&P . |
| Cash-settled Phantom Units | 2/14/2024 | 15,000 | Ratable over 3 years (e.g., 5,000 per year) | $841,350 | Settles in cash, avoiding common stock dilution . |
Vesting and Realizations
- 2024 vesting/value realized: 24,423 shares/units; $1,434,147 total value on vesting dates (includes restricted stock, phantom units, PSUs; phantom units settled in cash) .
- Scheduled vesting (unvested as of 12/31/2024): phantom units 5,000 on 2/14/2025, 2/16/2026, 2/14/2026, 2/14/2027; restricted stock 2,667 on 2/16/2025 and 2/16/2026; PSUs 6,000 on 12/31/2025; 20,000 on 12/31/2026 (numbers reflect target/max assumptions per proxy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/16/2025) | 82,385 shares; includes 3,750 (401k), 2,400 (IRA), and 2,667 restricted shares (voting but dispositional limits until vest) . |
| Ownership as % of shares outstanding | Less than 1% . |
| Unvested positions (12/31/2024) | Phantom units: 15,000 ($843,900); PSUs: 26,000 ($1,462,760); Restricted stock: 9,214 ($518,380) (valued at $56.26) . |
| Stock ownership guidelines | EVP requirement = 2.5x base salary; all NEOs in excess of minimums as of 12/31/2024 . |
| Hedging/Pledging policies | Hedging prohibited; pledging >25% of holdings requires ESG Committee consent . No pledging disclosed for Erman. |
Employment Terms
| Term | Provision |
|---|---|
| Agreement date | Employment agreement entered April 2024 . |
| Severance (without cause / good reason) | 1.5x base salary (i.e., $1,050,000 on 12/31/2024 basis) plus 1.5x average prior 2-year bonus ($2,062,500), lump sum (timing per 409A) . |
| Change-of-control (double trigger) | 3x base salary ($2,100,000) + 3x average bonus ($4,125,000); accelerated vesting of unvested equity; PSUs vest based on performance through abbreviated period; change-in-control without termination vests PSUs at 100% target in example table . |
| Non-compete | 18 months following most terminations; 24 months following qualifying CoC terminations (6 months upon disability termination) . |
| Non-solicitation | Applies during restricted periods; 24 months for CoC terms; scope as defined in agreement . |
| Clawback | NYSE-compliant clawback policy for incentive comp over prior 3 fiscal years if restatement required . |
| Tax gross-ups | No excise tax gross-ups in connection with CoC . |
Compensation Structure Notes
- Year-over-year changes: In 2024, Erman’s base salary was set at $700,000 and his target bonus remained at 100% of salary; long-term awards were 50/50 phantom units and PSUs, consistent with Matador’s variable pay-for-performance philosophy .
- Say-on-Pay: Shareholder support remained high—94% approval in 2024; 96% in 2023 .
- Pay versus performance: Matador’s “compensation actually paid” to executives is tied to TSR, Adjusted EBITDA, Net Debt/EBITDA, operating costs/BOE, and ROACE, evidencing a strong linkage to operational and financial outcomes .
Investment Implications
- Alignment and retention: Strong alignment via ownership guidelines and a balanced mix of cash-settled phantom units (reduces forced stock sales) and PSUs tied to multi-year relative TSR; Erman’s 2024 vesting value was $1.43 million, with significant scheduled vesting through 2026, indicating continued retention incentives .
- Change-of-control economics: Double-trigger terms with 3x salary+bonus and full equity acceleration imply meaningful protection; non-compete up to 24 months post-CoC reduces transition risk and may deter attrition during strategic events .
- Governance and risk: Anti-hedging/limited pledging policy and no excise tax gross-ups minimize red flags; high say-on-pay support and explicit clawback framework further reduce governance risk .
- Performance-linked pay: 2024 goals exceeded maximums on leverage, unit costs, and ROACE; TSR at target—consistent with the PSU design that caps payouts if absolute TSR is negative, supporting pay discipline across cycles .