Joseph Foran
Matador ResourcesAbout Joseph Foran
Joseph Wm. Foran, age 72, is the founder, Chairman of the Board, and Chief Executive Officer of Matador Resources Company, serving as director since 2003; he holds a B.S. in Accounting (University of Kentucky, highest honors) and a J.D. (SMU Dedman School of Law; Hatton W. Sumners Scholar) . In 2024 under his leadership, Matador achieved record production (avg. >170 Mboe/d), net income of $885 million, and Adjusted EBITDA of $2.3 billion, while completing the Ameredev acquisition and increasing the quarterly dividend by 25% (six increases in four years) . Pay-versus-performance disclosures show strong multiyear shareholder value creation: a $100 investment (12/31/2019 base) was worth $320.30 by 2024 vs. $192.16 for the peer index; 2024 net income was $885 million and Adjusted EBITDA $2,298.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matador Resources Company | Founder; Chairman & CEO | 2003–present | Scaled MTDR into a top-20 public E&P by market cap and one of the top 10 producers in New Mexico; led Ameredev acquisition and dividend growth . |
| Matador Petroleum Corporation | Chairman & CEO | 1988–2003 | Built and sold the company to Tom Brown, Inc. for $388 million (all-cash) in June 2003 . |
| Foran Oil Company | Founder (independent operator) | 1983–late 1980s | Seed enterprise with $270k from 17 investors; contributed into Matador Petroleum Corporation . |
| J. Cleo Thompson & James Cleo Thompson Jr., Oil Producers | Vice President & General Counsel | 1980–1983 | Senior legal/executive role at large independent E&P operator . |
| Supreme Court of Texas | Briefing Attorney to Chief Justice Joe R. Greenhill | pre-1980 | Early legal career foundation . |
External Roles
| Organization/Area | Role | Years | Notes/Impact |
|---|---|---|---|
| Industry & civic organizations | Member/participant | Ongoing | Active in various industry and civic groups . |
| Ernst & Young | Entrepreneur of the Year (Southwest) | 2002 | Recognition for leadership/execution . |
| Univ. of Kentucky Gatton College | Hall of Fame inductee | 2015 | Career distinction . |
| SMU Dedman School of Law | Distinguished Alumni Award (Corporate Service) | 2019 | Career distinction . |
| D CEO Magazine | Upstream CEO of the Year | 2019 | Industry recognition . |
| Philosophical Society of Texas | Inductee | 2020 | Civic/academic recognition . |
| D CEO Energy Awards | Legacy Award | 2024 | Lifetime achievement recognition . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,350,000 | $1,350,000 | $1,500,000 |
| All Other Compensation | $23,949 | $25,699 | $26,749 |
| Total Reported Compensation | $8,951,318 | $8,056,599 | $8,437,049 |
Notes:
- 2024 salary increased to $1.5 million (up from $1.35 million in 2023) .
- No defined benefit or SERP plans; company states “no defined benefit or supplemental executive retirement plans” .
Performance Compensation
Annual Cash Incentive – 2024 Structure, Targets, and Results
| Metric | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|
| Net Debt / Adjusted EBITDA | 1.55x | 1.42x | 1.29x | 1.05x | Exceeded Maximum |
| Adjusted operating costs per BOE (ex. interest) | $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 | Qualitative | Qualitative | Qualitative review | Considered |
- Target and maximum 2024 annual cash incentive opportunity for Foran: $1,500,000 target; $3,900,000 maximum; actual paid $3,900,000 (includes 30% Strategic Objectives Adjustment) .
- The plan allows discretionary Strategic Objectives Adjustments; Foran received a 30% adjustment for 2024 .
Long-Term Incentives – 2024 Grants
| Instrument | Target Value Mix | Grant Detail | Vesting | Performance |
|---|---|---|---|---|
| Phantom Units (cash-settled) | ~50% of LTI | 30,000 units (granted 2/14/24) | Ratable over 3 years | N/A (service-based) |
| Performance Stock Units (share-settled) | ~50% of LTI | 20,000 target PSUs (granted 2/14/24) | Cliff after 3-year period ending 12/31/2026 | Relative TSR; 0–200% payout; capped at 100% if absolute TSR is negative |
- 2024 CEO targeted LTI value of $3,500,000; grants split ~50/50 between phantom units and PSUs based on prior-day closing price; PSUs interpolate payouts by TSR percentile and cap at target if absolute TSR negative .
PSU Vesting Track Record
- 2022 PSU cycle (three-year to 12/31/2024) vested at 172% of target based on 86th percentile relative TSR after peer-group adjustments for M&A activity .
Pay-Versus-Performance (context)
| Year | PEO Total (SCT) | PEO “Comp Actually Paid” | TSR ($100 base 12/31/2019) | Peer TSR | Net Income ($000s) | Adj. EBITDA ($000s) |
|---|---|---|---|---|---|---|
| 2024 | $8,437,049 | $9,339,737 | $320.30 | $192.16 | $885,322 | $2,298,777 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,403,411 shares; 4.3% of outstanding as of April 16, 2025 . |
| Ownership Structure Notes | Includes significant family entities and trusts (e.g., Sage Resources, Ltd.; multiple GRATs; 2011 and 2020 Non-GST Trusts; 2012 Trusts), with specified voting/investment powers retained by Mr. Foran and/or spouse as outlined in footnotes . |
| Stock Ownership Guidelines | CEO guideline: 5x base salary; Foran holds shares equal to ~203x base salary (compliant, well above threshold) . |
| Hedging / Pledging | Hedging prohibited; pledging by directors/executive officers restricted to ≤25% of holdings and only with prior ESG Committee consent . |
| Options | No unexercised stock options held by any NEO as of 12/31/2024 . |
| Unvested/Unearned Awards (12/31/2024) | Phantom units: 66,811 units (MV $3,758,787 @ $56.26); PSUs: 60,000 unearned (MV $3,375,600; assumes 2024 max for 2024 PSUs and target for 2023 PSUs per SEC rules) . |
Scheduled Vesting (Foran, as of 12/31/2024)
| Vesting Date | Award Type | Foran Units |
|---|---|---|
| 2/14/2025 | Phantom units | 10,000 |
| 2/16/2025 | Phantom units | 10,000 |
| 2/17/2025 | Phantom units | 16,811 |
| 12/31/2025 | PSUs (performance period end) | 20,000 (settlement post-certification) |
| 2/14/2026 | Phantom units | 10,000 |
| 2/16/2026 | Phantom units | 10,000 |
| 12/31/2026 | PSUs (performance period end) | 40,000 (settlement post-certification) |
| 2/14/2027 | Phantom units | 10,000 |
Implications:
- Near-term cash-settled phantom vestings reduce need for open-market sales; share-settled PSUs in late 2025/2026 may create settlement-related activity depending on performance outcomes .
Employment Terms
Severance and Change-in-Control (CoC) – Key Economics for Foran
| Scenario | Salary Multiple | Bonus Basis/Multiple | Equity Treatment | Notes |
|---|---|---|---|---|
| Termination without Just Cause or for Good Reason (no CoC) | 2x base salary | 2x average annual cash bonus (prior 2 years) | As per plan/agreements; non-CoC | Lump-sum timing per 409A; definitions in 10-K exhibits . |
| CoC – termination (30 days prior to or within 12 months after) – Modified Single Trigger for Foran | 3x base salary | 3x average annual cash bonus (prior 2 years) | All equity vests immediately prior to such termination; PSUs vest based on performance through CoC | Foran’s 2011 agreement retains “modified single trigger”; other NEOs have double trigger . |
| CoC without termination | No salary/bonus cash; PSUs vest based on performance through CoC | PSUs vest pro rata to date |
Quantified Payout Table (as of 12/31/2024; illustrative per proxy)
| Category | Salary | Bonus | Phantom Units | PSUs | Total |
|---|---|---|---|---|---|
| Upon Mutual Agreement, Dissolution/Liquidation, Death or Total Disability | — | $3,502,500 | — | — | $3,502,500 |
| Termination by Company Without Just Cause or by NEO for Good Reason | $3,000,000 | $7,005,000 | — | — | $10,005,000 |
| Termination Following a CoC Without Cause or by NEO With or Without Good Reason | $4,500,000 | $10,507,500 | $3,758,787 | $2,250,400 | $21,016,687 |
| CoC Without Termination | — | — | — | $2,250,400 | $2,250,400 |
Other governance/plan features:
- Clawback policy in place; annual risk review of compensation; no excise tax gross-ups; no hedging; restricted pledging; independent consultant (Meridian) engaged and deemed independent .
Board Governance
- Roles: Chairman and CEO (combined); Board deems this structure effective given Mr. Foran’s company knowledge; nine of eleven directors are independent .
- Counterbalances: Lead Independent Director (Timothy E. Parker) and Deputy Lead Independent Director (R. Gaines Baty) with enumerated responsibilities (executive sessions, CEO evaluation, agenda setting, information flow, advisor selection, candidate interviews, evaluations) .
- Committees: Foran chairs the Executive Committee and serves on Capital Markets & Finance, Operations & Engineering, and Prospect Committees; not independent .
- Say-on-Pay: 94% approval at 2024 Annual Meeting; no program changes made solely due to the vote .
Director Service History (Foran)
| Attribute | Detail |
|---|---|
| Director Since | 2003 |
| Independence | No (management) |
| Board Leadership | Chairman of the Board |
| Committee Roles | Executive (Chair); Capital Markets & Finance; Operations & Engineering; Prospect |
| Lead Independent Director Framework | Lead and Deputy Lead Independent Directors in place with defined duties |
Director Compensation Context
- As a management director (Chairman & CEO), Foran’s compensation is via the executive program; director-specific cash/equity retainers are not applicable to him as a non-independent executive director (not separately disclosed for him). Company uses a Benchmarking Peer Group for executive compensation set with independent consultant Meridian .
Compensation Structure Analysis
- Mix and risk: ~78% of CEO’s 2024 target total comp is variable; ~50% performance-based (TSR-driven PSUs); remaining ~50% of LTI in service-based, cash-settled phantom units (limits dilution and share-sale pressure) .
- Performance rigor: 2024 cash metrics exceeded maximum for leverage, costs, ROACE; TSR achieved target; ESG assessed qualitatively; Strategic Objectives Adjustment applied (30% for CEO) .
- Option usage/repricing: None outstanding for NEOs; no option repricing without shareholder approval .
- Governance safeguards: No hedging; restricted pledging; clawback policy; no excise tax gross-ups; annual risk assessment .
Equity Ownership & Alignment Details
| Item | Value |
|---|---|
| Shares Owned (Beneficial) | 5,403,411 |
| Percent of Class | 4.3% |
| Ownership Guideline Compliance | ~203x salary (guideline 5x) |
| Unvested Phantom Units | 66,811 (MV $3,758,787 at $56.26) |
| Unearned PSUs | 60,000 (MV $3,375,600; SEC presentation) |
Employment & Contracts
- Original CEO agreement dated 2011; unique “modified single trigger” CoC construct for Foran vs. double trigger for other NEOs; severance and CoC mechanics summarized above; definitions and agreements incorporated by reference to the latest 10-K exhibits .
- Anti-hedging/pledging restrictions apply via Insider Trading Policy; stock ownership and holding period requirements apply until guideline met (Foran far exceeds) .
Expertise & Qualifications
- Credentials: Accounting and legal training (University of Kentucky; SMU Dedman); long-tenured E&P founder/operator; multiple industry awards .
- Strategic execution: Built and monetized prior Matador Petroleum ($388m sale, 2003) and grew Matador Resources with accretive M&A (Ameredev), operational innovations (simul/trimul-frac, “U-Turn” wells), and growing dividends .
Say-On-Pay & Shareholder Feedback
| Year/Item | Result |
|---|---|
| 2024 Say-on-Pay | 94% approval; Compensation Committee noted support and did not change program solely due to the vote . |
Performance & Track Record (select 2024 highlights)
- Record production avg. >170 Mboe/d; net income $885m; Adjusted EBITDA $2.299b; all four quarters FCF positive .
- Ameredev acquisition closed; integration underway with cost synergies and LOE reductions; dividend increased 25% in 2024; combination of Pronto with San Mateo to unify midstream platform .
Investment Implications
- Alignment is strong: 4.3% beneficial ownership and holdings ≈203x salary materially exceed guidelines, with hedging prohibited and pledging tightly restricted—supportive of long-term alignment and lower agency risk .
- Limited forced-selling pressure: Near-term vestings are largely phantom units (cash-settled), reducing the need for share sales; PSU settlements in late 2025/2026 could prompt share delivery but are performance-contingent and subject to negative-TSR caps .
- Incentive rigor and upside: 2024 short-term metrics beat maximums in core cost/leverage/ROACE dimensions; PSUs tied to relative TSR (0–200% with caps) promote market-relative value creation and risk-adjusted alignment .
- Governance watch: Foran’s legacy “modified single trigger” CoC treatment (unique among NEOs) implies higher potential cash/equity acceleration on a transaction (quantified total ~$21.0m under CoC termination scenario as of 12/31/2024), partly offset by strong shareholder oversight (Lead/Deputy Lead Independent Directors) and high say-on-pay support .
- Net signal: High ownership, performance-weighted LTI, and cash-settled service awards suggest strong pay-performance alignment with manageable selling pressure; the CoC terms should be monitored in event-driven theses due to potential payout scale and acceleration mechanics .