Kenneth Stewart

About Kenneth L. Stewart

Kenneth L. Stewart, age 71, is an independent Class I director at Matador Resources and has served since 2017. A retired Partner and former Chair—United States at Norton Rose Fulbright US LLP, he later served as EVP, Compliance and Legal Affairs at Children’s Health System of Texas (2019–2021). He holds a BSBA in Accounting from the University of Arkansas (1976), is a Texas CPA (non-practice status), and earned his JD with honors from Vanderbilt Law School (1979), Order of the Coif . He is chair of the Nominating Committee and sits on ESG, Executive, Capital Markets & Finance, and Strategic Planning & Compensation committees; the Board confirms his independence .

Past Roles

External Roles

Board Governance

• Independence: Board determined Stewart is independent under NYSE and SEC rules .
• Tenure: Appointed in 2017; Class I term continues until 2027 Annual Meeting .
• Committees (current): Nominating (Chair); Environmental, Social and Corporate Governance; Executive; Capital Markets & Finance; Strategic Planning & Compensation .
• Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board met nine times and directors attended the 2024 Annual Meeting .
• Compensation Committee activity: 6 meetings in 2024 (Stewart is a member; all are independent) .
• Audit Committee context: Met 4 times in 2024; Stewart is not a member .

Fixed Compensation

Program structure for non-employee directors (cash retainers and chair fees):

Stewart’s actual cash received in 2024:

Performance Compensation

• RSU Awards to directors are time-based, with no performance metrics; vest on earlier of first anniversary of prior Annual Meeting or immediately prior to election of nominees at the next Annual Meeting .
• Executive performance metrics (not applicable to director RSUs): TSR, Adjusted EBITDA, Net Debt/Adjusted EBITDA, Adjusted operating costs per BOE, ROACE .

Note: Matador did not grant stock options or SARs in 2024 . Director RSUs are not tied to performance conditions .

Other Directorships & Interlocks

• Other public company boards: None currently for any Matador director (including Stewart) .
• Compensation committee interlocks: None in 2024; Stewart served on the committee along with Ehrman, Baribault, Baty, Parker; all independent and non-employee .

Expertise & Qualifications

• Legal/regulatory and corporate governance expertise from senior management roles at a global law firm and a major health system .
• Substantial experience advising oil and natural gas exploration and midstream companies; transactional background in M&A, financing, and JVs .
• Skills matrix reflects strengths in risk assessment, strategic planning, corporate governance & ethics, legal/regulatory/environmental, and capital markets & M&A .

Equity Ownership

Stock ownership guidelines for non-employee directors: expected to own $350,000 of common stock within three years; all directors owned or were on track by 12/31/2024; RSUs count toward guidelines; until reaching the level, directors should hold all shares from RSU vesting . Anti-hedging policy prohibits hedging; pledging by directors is restricted to ≤25% of holdings with ESG Committee consent .

Insider Trades (Form 4)

Fixed Compensation (Director Program Details)

Related Party Transactions

• Proxy discloses related party transactions involving Foran/Appel family interests (working interests/ORRI, Greyhound JV, equipment purchase) and relationships involving Baty and Baribault family members. No related-party transactions involving Stewart are disclosed .
• Procedures: Audit Committee reviews and recommends approval/disapproval; detailed policy defines “Related Person Transactions” and exceptions .

Compensation Structure Analysis

• Shift in cash retainer from $70,000 (2023–2024) to $85,000 (2024–2025), and RSU grant from ~$135,000 to ~$150,000—moderate upward adjustment in director pay .
• Director equity is RSU-based (time-based vesting); no options, no performance linkage—keeps alignment but lower at-risk component versus performance-based equity .
• Governance safeguards include anti-hedging and restricted pledging policies for directors .

Say-on-Pay & Shareholder Feedback

Director election results for Stewart (Class I, 2024 election to term ending 2027):

Committee Assignments, Chair Roles, and Expertise

Expertise & Qualifications

• Legal, regulatory, and governance acumen from top-tier law firm leadership and transactional practice in energy; Board-specific insight cited in proxy .
• Skills matrix shows strength across risk management, strategic planning, governance & ethics, legal/regulatory/environmental, and capital markets/M&A .

Equity Ownership Alignment

• Stewart’s beneficial ownership of 86,426 shares (as of 4/16/2025); RSUs deliverable include 15,065 shares per proxy footnote—supports alignment with shareholders .
• Director ownership guidelines emphasize $350,000 target within three years; all directors were at/above or on track as of 12/31/2024; RSUs count toward guidelines .
• Anti-hedging and restricted pledging policies apply to directors, reinforcing alignment and risk control .

Governance Assessment

• Strengths: Independent status; chairs Nominating; broad governance/legal expertise in energy; active committee memberships; solid shareholder support in 2024 election; robust Board governance framework (lead independent director, frequent executive sessions, high attendance) .
• Incentive alignment: Meaningful common stock ownership; annual RSU grants; director ownership guidelines and anti-hedging/pledging policies improve alignment .
• Conflicts: No related-party transactions involving Stewart disclosed; compensation committee reported no interlocks in 2024 .
• RED FLAGS: None disclosed for Stewart (no pledging/hedging violations, no related-party issues, attendance above threshold). Director equity is time-based RSUs (common practice), not performance-linked; overall governance mitigants (committee independence, policies) in place .