William Byerley
Matador ResourcesAbout William M. Byerley
William M. Byerley, age 71, has served as an independent director of Matador Resources since 2016 and is Chair of the Audit Committee. A retired Partner from PwC (1988–2014), he is a licensed CPA with deep energy-sector audit expertise and prior service in PwC’s National Office Accounting Services Group (1988–1990). He holds a BBA (1975) and MBA (1976) from Southern Methodist University. The Board has determined he is independent under NYSE/SEC rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner (Assurance) focused on energy clients | 1988–2014 | Led/oversaw audits in energy sector; strong accounting and financial oversight and risk management expertise |
| PwC National Office | Accounting Services Group | 1988–1990 | Technical accounting guidance; strengthens governance rigor at MTDR |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No current public company directorships | — | MTDR discloses no director holds other public company boards |
Board Governance
- Independence: Independent director; Board has 9 of 11 independent directors .
- Committee assignments: Audit (Chair), ESG, Marketing & Midstream, Executive (Ex Officio) .
- Audit Committee financial expert: Board determined Byerley (and Ward, Parker) as “audit committee financial experts” .
- Meeting activity: Board met 9 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; non-management executive sessions held regularly .
- Committee workloads (2024): Audit met 4x; ESG met 2x; Nominating met 5x; Executive did not meet .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director retainer for 2024–2025 cycle |
| Audit Committee Chair retainer | $50,000 | Additional cash retainer for committee chair role |
| Total fees earned (2024) | $128,750 | Actual cash received for 2024 service |
| RSU grant (grant date fair value) | $149,979 | Annual RSU grant approx $150,000 in value ; vests on earlier of 1-year anniversary of 2024 AGM or immediately prior to election at 2025 AGM |
| Reimbursement | As incurred | Travel/lodging for Board and committee meetings |
Performance Compensation
| Instrument | Grant Value | Performance Metric | Vesting |
|---|---|---|---|
| RSUs (director) | ~$150,000 (actual $149,979) | None disclosed for directors (time-based RSUs) | Vests on earlier of first anniversary of 2024 Annual Meeting or immediately prior to 2025 director election |
Director equity awards are time-based; MTDR does not disclose performance metrics tied to director pay. MTDR’s broader compensation “best practices” include prohibitions on hedging and pledging (except limited circumstances) and robust stock ownership guidelines, but those practices are primarily framed around executive compensation governance .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None (for all current directors) |
| Compensation committee interlocks (2024) | None; no officer/director interchange with other companies’ boards/comp committees |
Expertise & Qualifications
- CPA; extensive energy-sector audit leadership (PwC Partner 1988–2014; PwC National Office Accounting Services Group) .
- Board-designated “audit committee financial expert”; strong accounting, financial oversight, and risk management expertise .
- Contributes to ESG and midstream oversight via ESG and Marketing & Midstream committees .
Equity Ownership
| Holder | Beneficial Ownership (shares) | RSUs issuable within 60 days | Percent of Class |
|---|---|---|---|
| William M. Byerley | 51,732 | 27,894 | <1% |
| Additional Ownership Details | Status |
|---|---|
| Unvested RSUs outstanding at 12/31/2024 | 2,533 |
| Director stock ownership guideline | Expected to own $350,000 of Common Stock within 3 years; all directors owned or were on track as of 12/31/2024; RSUs count toward guideline; must hold shares from RSU vesting until guideline met |
| Hedging/pledging | Company practice disallows hedging and pledging (except limited circumstances) |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-defined audit committee financial expert; broad energy accounting and audit background strengthens financial reporting oversight, internal controls, and risk governance (Audit Committee oversees financial integrity, controls, risk management including environmental, safety, regulatory, and cybersecurity) . Attendance threshold met; Board holds regular executive sessions, with strong independent leadership structure (Lead Independent Director and Deputy Lead) .
- Incentive alignment: Director compensation uses a balanced cash retainer plus time-based RSUs with annual vesting tied to shareholder meetings; director stock ownership guidelines enforce skin-in-the-game expectations (hold shares until guideline met) .
- Conflicts/related-party risk: No related-person transactions disclosed involving Byerley in 2024; disclosures cite related-person matters involving other directors/executives (e.g., Foran/Appel interests, Baty’s son’s office lease, Baribault’s relative) vetted and approved by Audit Committee and Board under policy, underscoring rigorous conflict review processes .
- Signals: Board and committee evaluation processes, shareholder engagement, and majority voting with a resignation policy enhance accountability; Say-on-Pay support at 94% in 2024 suggests investor confidence in governance/comp structures (contextual, executive-focused) .
No RED FLAGS identified for Byerley: independent status, audit chair role, financial expert designation, and absence of disclosed related-person transactions bolster investor confidence in oversight quality .