Austen Gilfillian
About Austen Gilfillian
Austen Gilfillian is an executive officer and director of Sitio Royalties Corp (STR) following the August 19, 2025 merger with Viper; he concurrently serves as President of Viper Energy (appointed February 20, 2025). He is 32 and holds a B.S. in Business Administration and Economics from Trinity University; prior roles include Diamondback Energy finance and leadership within Viper’s minerals business . STR’s executive pay program emphasizes long-term equity with PSUs tied to three-year annualized absolute TSR (threshold 0%, target 10%, max 20%) and no short-term cash bonuses, aligning incentives tightly with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viper Energy, Inc. | President | Feb 2025 – Present | Led leadership transition and mineral/royalty portfolio growth; public communications on Sitio–Viper merger strategy |
| Viper Energy, Inc. | Vice President | Feb 2024 – Feb 2025 | Built standalone team; drove M&A and active royalty asset management |
| Viper Energy, Inc. / GP | General Manager | Feb 2022 – Feb 2024 | Managed operations pre–corporate conversion; integration with Diamondback |
| Diamondback Energy, Inc. | Finance roles | Sep 2017 – Feb 2022 | Corporate finance and strategy support across upstream operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Viper Energy, Inc. | Director | Appointed Aug 19, 2025 | Appointed alongside Sitio–Viper merger closing |
| NASDAQ Closing Bell | Participant | 2024–2025 | Recognition reflects leadership profile in minerals subsector |
Fixed Compensation
| Component | Company | Value | Source |
|---|---|---|---|
| Annual Base Salary | Viper Energy (President) | $400,000 | Viper SEC filing outlines comp terms |
| Target Annual Bonus | Viper Energy (President) | 80% of base salary | Target bonus % |
| Equity Grant Target (2025) | Viper Energy | $1.25 million (60% PRSUs, 40% RSUs) | Mix and value |
| STR Cash Bonus Policy | STR | No cash bonuses/short-term incentives for execs | Program-level design |
Note: STR has historically disclosed no employment agreements for NEOs and no short-term cash incentives; executive pay is equity-heavy .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Threshold | Max | Vesting | Payout Basis | Source |
|---|---|---|---|---|---|---|---|---|
| PSUs (STR) | Annualized absolute TSR over 3 years | 75% | 10% annualized TSR (100% payout) | 0% (50% payout) | 20% (200% payout) | Earn over 3 years (ending 12/31/2026) | Linear interpolation; no payout if TSR negative | |
| RSUs (STR) | Time-based | 25% | N/A | N/A | N/A | 1/3 annually over 3 years; acceleration if terminated without cause or for good reason after CoC | N/A | |
| Merger Treatment | RSUs/PSUs | N/A | N/A | N/A | N/A | All unvested RSUs/PSUs vested in full at merger; PSUs settled at greater of target or actual to date | Converted to New Viper consideration |
Equity Ownership & Alignment
| Policy/Item | Detail | Status/Notes | Source |
|---|---|---|---|
| Stock Ownership Guidelines (Execs) | CEO: 5x salary; CFO/EVPs: 3x salary; phase-in allowed; directors: 3x annual LTI | Unvested time-based awards count; unearned PSUs do not | |
| Hedging/Short Sales | Prohibited; all insider transactions require pre-clearance | Reinforces alignment; risk control | |
| Pledging | Not expressly disclosed | N/A | |
| Form 3 (Viper) | 30,685 RSUs beneficially reported (with vesting schedule details) | Filed Mar 3, 2025 | |
| Form 4 (Viper) | Holdings include 29,383 RSUs | Filed Aug 19, 2025 |
STR’s 2025 proxy confirms compliance monitoring of Section 16 filings; post-merger STR was delisted with reporting obligations to be suspended, so ongoing insider reporting is at Viper .
Employment Terms
| Term | STR Severance Plan Provisions | Notes | Source |
|---|---|---|---|
| Employment Agreements | None for NEOs (program-level) | Governed by Severance Plan and award agreements | |
| Severance (Outside CoC) | CEO: 24 months base (monthly installments); Others: 18 months base | RSUs/Restricted Securities fully vest; PSUs pro-rata by service and earned on actual performance through period end | |
| Severance (During CoC Period, 6 months post-CoC) | CEO: 36 months base (lump sum); Others: 24 months base | All equity fully vests; PSUs settled at greater of target or actual; no proration | |
| Clawback (SEC 402(v)) | Restatement-based recoupment for executive officers; pre-tax excess over restated metrics | Effective Nov 7, 2023 | |
| Supplemental Clawback | Misconduct-based recoupment of prior 24 months incentive compensation; forfeiture of unpaid incentive comp | Effective Mar 14, 2024 | |
| Excise Tax Gross-Up | None; “best-of-net” cutback vs pay in full | Shareholder-friendly | |
| Non-Compete | 3 months post-termination | Applies to plan participants | |
| Non-Solicit | 12 months post-termination | Applies to plan participants |
Board Governance
- STR Board membership changed at merger closing; all prior directors departed; Gilfillian became a director as of August 19, 2025 alongside Kaes Van’t Hof and Matt Zmigrosky .
- Bylaws set initial board size at three post-merger; committees may be established by resolution; committee assignments for Gilfillian not disclosed; as an executive officer, he is not independent under NYSE standards .
- Viper’s post-merger 8-K confirms Gilfillian’s appointment to Former Viper’s board; STR operates as a wholly owned subsidiary of Viper Energy, Inc. .
Director Compensation (Framework at STR pre-merger)
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual Equity (DSUs) | ~$300,000 per non-employee director | Quarterly vest across 1 year; held until end of board service; full vesting on termination within 12 months post-CoC or for death/disability; no annual cash retainer | |
| Committee Chair Fees | Audit: $25,000; Compensation: $20,000; Nominating & Corporate Governance: $15,000 | Paid quarterly |
Note: Gilfillian’s 2025 director compensation at STR is not disclosed; framework above reflects 2024 program design prior to the merger .
Performance & Track Record
- Leadership highlights include promotion to President of Viper (Feb 20, 2025) and public role in executing the Sitio–Viper merger; Board appointment at Viper (Aug 19, 2025) underscores governance profile .
- Recognition in Hart Energy’s Forty Under 40 emphasizes team-building and strategic M&A execution; education and early industry roles in Exxon Mobil/Diamondback provide operational grounding .
- STR’s pay-versus-performance disclosure shows alignment focus; company-level TSR benchmarks and compensation-actually-paid methodologies are disclosed, though not specific to Gilfillian given timing .
Compensation Structure Analysis
- Equity-heavy design: 75% PSUs tied to absolute TSR over three years; 25% RSUs time-based; no short-term cash bonuses → high alignment with long-term TSR; negative TSR produces zero PSU payout .
- Change-in-control mechanics: accelerated vesting and favorable PSU settlement (greater of target or actual) can increase realized pay in M&A events; mitigated by clawbacks and ownership/retention guidelines .
- No employment agreements, no excise tax gross-ups; use of “best-of-net” cutback indicates shareholder-friendly posture .
Risk Indicators & Red Flags
- Dual role (director + executive): independence concerns typical for executive directors; no indication of CEO/Chairman combination; committee roles not disclosed .
- Merger-related full vesting: immediate vesting of unvested RSUs/PSUs at closing could create near-term supply of shares upon settlement; however, DSUs for non-employee directors settle only upon board departure, supporting retention .
- Hedging prohibited; pledging not disclosed; clawback policies in place reduce misconduct risk .
Equity Vesting & Insider Selling Pressure
| Date | Filing | Security | Detail | Signal |
|---|---|---|---|---|
| 2025-03-03 | Viper Form 3 | RSUs | 30,685 RSUs beneficially reported; some tranches vest over remaining annual installments | Establishes baseline RSU holdings; watch vest dates for potential sales |
| 2025-08-19 | Viper Form 4 | RSUs | 29,383 RSUs reflected post-merger; filed by attorney-in-fact | Post-merger position update; monitor for 10b5-1 plan filings and vest-driven dispositions |
STR’s merger 8-K confirms full vesting of STR RSUs/PSUs at closing and conversion to New Viper consideration, which can create event-driven settlement and potential sales windows .
Investment Implications
- Alignment: STR’s absolute TSR-centric PSUs and no cash bonuses signal strong long-term alignment; Gilfillian’s Viper comp mix (60% PRSUs/40% RSUs) reinforces equity focus, limiting near-term cash incentives .
- Retention: Ownership guidelines (3x salary for EVPs; directors 3x LTI) and DSU settlement at board departure build retention; clawback frameworks (restatement and misconduct) mitigate adverse incentives .
- Event risk: Merger-related accelerated vesting and PSU settlement at target/actual may inflate realized pay near corporate actions; dual director/executive role raises standard independence concerns but is common in wholly owned subsidiary structures post-merger .
- Trading signals: Monitor RSU vesting cadence and any 10b5-1 plans for Viper filings; near-term selling pressure could align with vest dates rather than discretionary sales. Post-merger, STR is delisted; investor focus shifts to Viper (VNOM) disclosures for ongoing insider activity .