Thomas Elsener
Executive Vice President—Reservoir Engineering and Senior Asset Manager at 
Matador Resources
Matador ResourcesExecutive
About Thomas Elsener
W. Thomas Elsener is Executive Vice President—Reservoir Engineering and Senior Asset Manager at Matador Resources Company, age 40 as of April 16, 2025, with a B.S. in Petroleum Engineering from Texas A&M University (2007) and membership in the Society of Petroleum Engineers . He joined Matador in April 2013 and advanced through reservoir engineering and asset management roles to EVP in April 2022, after earlier engineering roles at Encana Oil & Gas (USA) across reservoir, completions, drilling, business development and new ventures (2007–2013) . Company performance metrics that underpin executive incentives include achieving 2024 net income of $885 million, Adjusted EBITDA of $2.3 billion, ROACE of 32%, Net Debt/Adjusted EBITDA of 1.05x, cash operating costs per BOE of $12.42, and TSR at the “upper 50%” vs peer group targets, supporting a pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matador Resources Company | Engineer; Vice President—Engineering & Asset Manager; Senior Vice President—Reservoir Engineering & Senior Asset Manager; Executive Vice President—Reservoir Engineering & Senior Asset Manager | 2013–Present; VP since Jun 2017; SVP since Oct 2019; EVP since Apr 2022 | Leads reservoir engineering and asset optimization; public remarks highlight operational scheduling optimization, rig program adjustments, and well returns across West Texas and Ameredev assets |
| Encana Oil & Gas (USA) | Various engineering roles (reservoir, completions, drilling, BD, new ventures) | 2007–2013 | Exploration and development in Barnett, Deep Bossier, Haynesville and new domestic ventures; broad technical and commercial grounding |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society of Petroleum Engineers | Member | Not disclosed | Professional association affiliation |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus for Mr. Elsener are not disclosed in the 2025 proxy, as he is not a Named Executive Officer (NEO). The NEO program structure includes fixed base salary, annual cash incentives, and long-term incentives via cash-settled phantom units and share-settled PSUs .
Performance Compensation
| Metric | Target | Actual | Assessment | Vesting/Settlement |
|---|---|---|---|---|
| Net Debt / Adjusted EBITDA | 1.42x (target) | 1.05x | Exceeded Maximum | Applies to annual cash incentive plan; payouts approved Feb 2025 for NEOs; same framework governs executive incentives |
| Cash operating costs per BOE (ex interest) | $13.90 (target) | $12.42 | Exceeded Maximum | Annual cash incentive plan |
| ROACE | 28% (target) | 32% | Exceeded Maximum | Annual cash incentive plan |
| TSR vs Peer Group | Upper 50% (target) | Upper 50% | Achieved Target | PSU vesting based on 3-year relative TSR; cap at target if absolute TSR negative |
| ESG (multi-factor) | Qualitative | Qualitative | Positive assessment (emissions, water recycling, safety, training) | Annual cash incentive plan qualitative metric |
PSU terms: 3-year performance period ending Dec 31, 2026; vest 0–200% based on percentile ranking vs approved peer group; capped at 100% if absolute TSR negative .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Stock ownership guidelines | Executive Vice Presidents required to hold shares equal to 2.5x base salary; new officers have up to 5 years to comply; must hold at least 50% of net shares for ≥12 months post-vesting/exercise |
| Hedging policy | Hedging of Company stock is prohibited for directors, officers, and employees |
| Pledging policy | Pledging of Company stock by directors and executive officers restricted; not more than 25% of holdings and requires prior written consent of ESG Committee |
| Clawback policy | Company maintains a clawback policy; part of compensation program best practices |
| Beneficial ownership | Individual share ownership for Mr. Elsener is not itemized in the Security Ownership table; directors, nominees, and NEOs are listed separately |
Insider transactions: Attempted to fetch recent Form 4 data for “W. Thomas Elsener” but the insider-trades API returned an authorization error; cannot confirm recent selling or 10b5-1 plans. Notably, in Q1 2024 no director or officer adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement form | “Form of Employment Agreement” exists for W. Thomas Elsener among listed executives; Exhibit 10.2 referenced in Q1 2024 10-Q and cited again in Q3 2025 10-Q exhibits |
| Term & auto-renewal | 18-month initial term; auto-extends monthly by one month unless either party gives notice to stop renewal |
| Confidentiality | Broad non-disclosure of Confidential Information during and after employment; trade secret immunity carve-outs per federal/state law |
| Non-compete | Duration: 6 months (total disability), 18 months (just cause or employee resignation), 24 months (if severance under certain triggers); Restricted Area: Eddy & Lea (NM), Loving (TX), plus any county/parish where Company has “Significant Assets” (10+ MMBOE or midstream ≥$25m) at termination; bars investing >1% in competing business and operational participation |
| Non-solicit | 6 months (total disability) or 24 months (just cause, employee resignation, or change-in-control severance); prohibits solicitation/employment/retention or inducing departures of Company employees/contractors |
| Severance (no cause) | Lump sum equal to 1.5x base salary plus 1.5x average annual bonus (prior two years), payable ~60 days post-termination, subject to conditions |
| Change-in-control economics | Lump sum equal to 3x base salary plus 3x average annual bonus (prior two years) upon termination without just cause or for good reason within 30 days prior to or 12 months post-CoC; immediate vesting of unvested equity awards (performance awards vest based on actual performance through termination) |
| Section 409A / gross-ups | Agreement intended to avoid Section 409A penalties; no tax gross-up; payments treated as separate for 409A purposes |
| Cooperation | Post-employment cooperation obligations; Company pays up to $1,500/day for required cooperation, plus reasonable out-of-pocket expenses |
| Governing law / venue | Texas law; arbitration/venue terms per agreement |
Performance & Track Record
- Public operational commentary: Elsener discussed rig program optimization and well timing, with strong returns across assets, including Ameredev (eastern acreage IPs) and West Texas . He highlighted “gas bank” optionality in Haynesville and Cotton Valley with potential 200–300 Bcf in Cotton Valley to be accessed when prices stabilize, indicating reservoir opportunity set and capital discipline .
- Company-level outcomes supporting executive incentives: 2024 free cash flow generation in all four quarters; liquidity ~$1.6 billion; leverage 1.05x; production growth oil +33%, gas +26%, BOE/day +30% .
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Benchmarking peer group (2024) | APA, Civitas, Coterra, Diamondback, Magnolia, Marathon, Murphy, Ovintiv, Permian Resources, SM Energy, Vital Energy; Company market cap placed at 45th percentile vs peer median |
| PSU performance peer group (2024 grants) | Same E&P peers plus SPDR S&P Oil & Gas Exploration & Production ETF; 3-year RTSR grid 0–200% vesting |
| Compensation best practices | No hedging; no option repricing; no excise tax gross-ups; robust stock ownership guidelines; independent consultant; annual say-on-pay |
Say-On-Pay & Shareholder Feedback
| Year | Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Advisory vote on 2024 NEO compensation | 102,074,053 | 6,399,811 | 193,483 | 7,171,122 |
| 2024 | Advisory vote on 2023 NEO compensation | 103,826,855 | 6,122,551 | 109,414 | 6,366,982 |
- 2024 say-on-pay support cited at 94% approval in compensation discussion .
Investment Implications
- Alignment: Strong pay-for-performance constructs (ROACE, costs per BOE, leverage, TSR) and robust policies (ownership guidelines 2.5x salary for EVPs; hedging prohibited; pledging restricted ≤25% with consent; clawback) point to solid alignment and risk mitigation for senior technical leaders like Elsener .
- Retention and CoC dynamics: The auto-renewing employment term, non-compete/non-solicit durations up to 24 months, and CoC severance (3x salary+bonus with accelerated vesting) reduce transition risk but could create event-driven payout leverage in M&A scenarios .
- Execution signal: Elsener’s operational commentary on rig optimization and optionality in gas assets, coupled with Company 2024 performance and integration achievements (Ameredev, Pronto/San Mateo), supports confidence in reservoir and development execution—key for sustaining FCF and returns in 2025–2026 PSU windows .
- Trading pressure: Unable to retrieve recent Form 4s due to API authorization error; Q1 2024 disclosure shows no adoption/modification of 10b5-1 plans by officers/directors, modestly reducing near-term forced-selling signals. Reassess with Form 4 data when accessible .