Kaes Van’t Hof
About Kaes Van’t Hof
Kaes Van’t Hof is a 38-year-old energy executive who became a director and executive officer of Sitio Royalties Corp. (STR) upon closing of the Viper–Sitio merger on August 19, 2025 . He serves concurrently as Chief Executive Officer and director of Viper Energy (CEO since February 2025; director since November 2023) and as Chief Executive Officer and director of Diamondback Energy (since May 2025) . Prior roles include President and CFO of Diamondback and President of Viper; he holds a B.S. in Accounting and Business Administration from USC and previously competed as a professional tennis player (May 2008–January 2010) . STR’s pre-merger compensation program tied executive pay predominantly to absolute total shareholder return (TSR), with 75% of long-term incentives in PSUs and a three-year annualized TSR target of 10% and no cash bonuses, indicating a strict pay-for-performance design during 2024; post-merger governance places Van’t Hof on the board pursuant to Diamondback’s director designation rights .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diamondback Energy | Chief Executive Officer and Director | Since May 2025 | Oversees parent E&P and sponsor of Viper, aligning operator–minerals strategy . |
| Diamondback Energy | President; Chief Financial Officer; EVP Business Development; SVP Strategy & Corp Dev; VP Strategy | 2016–2025 (various) | Led corporate strategy, M&A and finance through growth cycle and integration with Viper platform . |
| Viper Energy | Chief Executive Officer; President; Director | CEO since Feb 2025; President 2017–2025; Director since Nov 2023 | Led public minerals vehicle; responsible for Viper–Sitio combination creating larger minerals platform . |
| Rattler Midstream GP (general partner) | President and Director | Since July 2018 | Board/executive leadership at affiliated midstream entity . |
| Bison Drilling & Field Services | Chief Executive Officer | Sep 2012–Jun 2016 | Operating leadership in energy services . |
| Wexford Capital LP | Analyst | Aug 2011–Aug 2012 | Developed operating models/business plans, including for Viper IPO . |
| Citigroup Global Markets (FIG IB) | Investment Banking Analyst | Feb 2010–Aug 2011 | Capital markets/transaction experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Diamondback Energy | CEO and Director | Since May 2025 | Executive/inside director at Viper’s parent; governance/related-party considerations for New Viper . |
| Viper Energy | CEO and Director | CEO since Feb 2025; Director since Nov 2023 | Diamondback has board designation rights; Van’t Hof is a designee . |
| Rattler Midstream GP | President and Director | Since Jul 2018 | Affiliated board role . |
Fixed Compensation
| Element | STR (pre‑merger) program design (2024) | Notes |
|---|---|---|
| Base salary | Paid; proportion of total comp relatively small vs equity | Example: CEO base salary represented ~12% of total compensation; executives had no annual cash bonus . |
| Annual bonus (cash) | None (no STI program for executives) | Explicit policy: “No short‑term incentive compensation / cash bonus for executives” . |
| Benefits/perquisites | Limited; no tax gross‑ups in CIC | “NO tax gross up in connection with a change in control” . |
Note: STR disclosed no individual employment agreements for executive officers (pre‑merger) .
Performance Compensation
| Metric | Weighting | Target | Payout calibration | Vesting/period |
|---|---|---|---|---|
| Absolute Total Shareholder Return (TSR) (PSUs) | 75% of LTI equity | 10% three‑year annualized TSR | No PSU payout if absolute TSR is negative | PSUs with multi‑year performance periods; examples ending June 7, 2025, Dec 31, 2025, or Dec 31, 2026; RSUs vest over three years . |
Additional governance of performance pay:
- Majority of executive equity is performance-based (PSUs); strong alignment emphasis; no relative metrics; multi‑year vesting .
- Clawbacks: Company maintains a clawback and a Supplemental Clawback Policy enabling recoupment for “Misconduct” within prior 24 months .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guidelines (executives) | CEO: 5x base salary; CFO/EVPs: 3x; includes directly/indirectly owned shares, unvested RSUs/restricted stock; PSUs count only when earned . |
| Hedging/pledging | Insider Trading Policy prohibits hedging; director/officer transactions require pre‑clearance; Compensation Committee oversees trading, anti‑hedging and pledging policies . |
| Director ownership and pay structure | Non‑employee directors receive $300,000 in DSUs annually; DSUs vest quarterly over one year and must be held until service ends; committee chair cash fees: Audit $25k, Compensation $20k, NCGC $15k; employees do not receive additional board compensation . |
| Beneficial ownership (Kaes at STR) | Not disclosed in STR’s 2025 proxy (he joined STR’s board/officer group post‑merger); Diamondback retains board designation rights, with Van’t Hof as a designee . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreements | STR historically did not maintain individual employment agreements for executive officers . |
| Severance Plan (pre‑merger) | Double‑trigger CIC severance: lump sum of 36 months base salary for CEO or 24 months for other NEOs, plus full vesting of equity (PSUs at greater of target or actual to CIC date); outside CIC: 24 months base (CEO) or 18 months (other NEOs) paid in installments; equity vests with PSUs prorated and earned on actual performance through period end . |
| Change‑in‑control (CIC) terms | CIC Period defined as from CIC through six months following CIC; no single‑trigger acceleration on time‑vested awards . |
| Clawbacks | Core and Supplemental Clawback Policies in place . |
Note: Participation in the Severance Plan is determined by the Board/Administrator; the Company historically selected NEOs for coverage. No individual agreement for Van’t Hof at STR was disclosed in the cited filings .
Board Governance (service at STR / New Viper)
- Board service/independence: Upon the August 19, 2025 closing, all prior Sitio directors ceased; Kaes Van’t Hof (with Austen Gilfillian and Matt Zmigrosky) became directors, and Van’t Hof and others became executive officers of the Company . As an executive, Van’t Hof is a non‑independent (inside) director.
- Diamondback designation rights: For so long as Diamondback owns ≥25% of outstanding common stock, it has the right to designate up to three directors; initially, two designees are Travis D. Stice and Kaes Van’t Hof .
- Post‑merger board context (New Viper): Anticipated that current Viper board becomes New Viper board; Steven E. West as Chairman; Van’t Hof as CEO/Director (age 38) .
- Committee roles at STR for Van’t Hof: Not disclosed; committee compositions in STR’s 2025 proxy reflect pre‑merger directors (independent chairs/members) .
Compensation Peer Group (used for benchmarking at STR pre‑merger)
- Peer companies included: Black Stone Minerals; Kimbell Royalty Partners; Texas Pacific Land; Northern Oil & Gas; Civitas Resources; Magnolia Oil & Gas; Permian Resources; SM Energy; Matador Resources; Chord Energy; Southwestern; Comstock; CNX; Range; Vital Energy; among others (median market cap $4.7B as of 9/30/24) .
Performance & Track Record
- Transaction execution: As CEO of Viper, Van’t Hof led the announced combination of Viper and Sitio to create a larger public minerals company with increased scale, float, and access to capital; Diamondback’s ownership in pro forma Viper expected to be ~41% following the transaction, with Van’t Hof emphasizing competitive advantages from the Diamondback relationship .
- Biography/experience: Prior leadership across strategy, M&A, finance (Diamondback), minerals consolidation (Viper), midstream (Rattler GP), services (Bison), and capital markets (Citigroup); USC education; early professional athletics .
Director Compensation (for context at STR pre‑merger)
| Item | Amount/Structure |
|---|---|
| Annual director equity | $300,000 in DSUs; vests quarterly over one year; held until end of service . |
| Committee chair fees | Audit $25,000; Compensation $20,000; NCGC $15,000 (paid quarterly) . |
| Employee directors | Do not receive additional board compensation . |
Risk Indicators & Red Flags (policy signals)
- Positive: No cash bonuses; majority PSU weighting; absolute TSR focus; multi‑year vesting; no single‑trigger CIC acceleration on time‑vested awards; no tax gross‑ups; robust clawbacks; anti‑hedging policy; stock ownership guidelines .
- Governance concentration: Diamondback board designation rights and Van’t Hof’s simultaneous roles (Diamondback CEO; Viper CEO; New Viper/STR director) heighten related‑party and time‑commitment scrutiny, albeit expressly provided under charter/bylaws and merger documentation .
Investment Implications
- Pay-for-performance alignment: STR’s pre‑merger design tightly linked executive equity to absolute TSR with zero payout on negative TSR and no cash bonuses—historically a strong alignment framework. If New Viper adopts similar structures, expect lower short‑term selling pressure from bonus-related tax needs and higher sensitivity to long‑term TSR delivery .
- Retention and change-of-control economics: The Severance Plan (pre‑merger) provided meaningful salary multiples and accelerated equity vesting on double‑trigger CIC; coverage is Board‑selected. Post‑merger governance changes may update these terms for New Viper executives, but the precedent suggests competitive retention economics during transitions .
- Governance/related‑party dynamics: Diamondback’s director designation rights and Van’t Hof’s dual CEO roles (Diamondback and Viper/New Viper) can enhance operator–minerals coordination but warrant ongoing monitoring for conflicts, capital allocation priorities, and insider transactions; watch subsequent proxy statements and 8‑Ks for committee assignments, related‑party oversight, and disclosure evolution .
- Trading signals to monitor: Future Form 4s for Van’t Hof (equity grants/vesting/sales) once New Viper equity awards are implemented; any updates to stock ownership/retention guidelines; revisions to clawback/hedging/pledging policies in New Viper bylaws/charters; and say‑on‑pay outcomes in the first post‑merger proxy .
Sources: STR 2025 Proxy (DEF 14A) ; STR 8‑K (Aug 19, 2025) ; Viper–Sitio DEFM14A (July 18, 2025) ; Viper/Sitio transaction 8‑K materials (June 3, 2025) .