Matt Zmigrosky
About Matt Zmigrosky
Matt Zmigrosky is Executive Vice President, General Counsel and Secretary and, as of August 19, 2025, a director of Sitio Royalties Corp. following its merger with Viper Energy; he previously served as Executive Vice President, General Counsel and Secretary at Viper and as Executive Vice President, Chief Legal and Administrative Officer and Secretary at Diamondback Energy . He holds a B.S. in Management (Finance) from Tulane University and a J.D. from SMU Dedman School of Law; age 46 . Company performance context relevant to incentive alignment: Sitio highlighted a 91% Adjusted EBITDA margin, >39 MBoe/d pro forma 2024 production, and $843 million cumulative return of capital (~27% of market cap) since becoming public, with incentives emphasizing absolute TSR for management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viper Energy (New Viper) | EVP, General Counsel & Secretary | 2019–present | Senior legal executive; continuity into New Viper; director post-merger at Sitio |
| Diamondback Energy | EVP, Chief Legal & Administrative Officer & Secretary | 2023–present | Oversight of legal and administrative functions for parent; integration experience |
| Diamondback Energy | EVP, General Counsel & Secretary | 2019–2023 | Led legal for a major E&P; supported public company governance |
| Akin Gump Strauss Hauer & Feld LLP | Partner, Corporate Section | 2012–2019 | Led capital markets/M&A; worked extensively with Diamondback and subsidiaries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Viper Energy (New Viper) | EVP, General Counsel & Secretary | 2019–present | Also part of New Viper’s executive team post-merger |
| Diamondback Energy | EVP, Chief Legal & Administrative Officer & Secretary | 2023–present | Concurrent senior role at parent entity |
Fixed Compensation
- Not disclosed for Zmigrosky at Sitio in the latest proxy cycle. Sitio’s executive program had no short‑term cash bonuses; executive compensation was primarily equity‑based (RSUs and PSUs) with three‑year vesting, and the company disclosed that it does not maintain employment agreements for its named executive officers .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Absolute Total Shareholder Return (TSR) | 75% of LTI | 10% annualized TSR → 100% of target PSUs | Negative TSR → 0% payout (floor); threshold 0% TSR → 50%; max 20% TSR → 200% | 0%/50%/100%/200% based on absolute TSR | 3-year performance; payouts interpolated linearly |
| Time‑based RSUs | 25% of LTI | N/A | N/A | N/A | Vest in equal tranches over three anniversaries; full acceleration upon termination without cause, change in control, or good reason |
Notes: Sitio’s program explicitly rejects relative metrics; PSU payout is zero if absolute TSR is negative . 2025 annual equity awards were granted Feb 27, 2025 (values disclosed for NEOs; RSU and PSU numbers derived using $19.50 close) with identical structural terms; Zmigrosky’s individual grant values at Sitio were not disclosed .
Equity Ownership & Alignment
- Stock ownership guidelines and retention policies apply to executive officers; hedging and short sales by insiders prohibited; pledging restricted via board oversight of trading policies .
- Director compensation is substantially equity‑based and required to be held until end of board service; seven‑year term limits for outside directors (pre‑merger governance) .
- Beneficial ownership tables in Sitio’s 2025 proxy list shares and DSUs for then‑serving directors and executives; Zmigrosky was appointed later (Aug 19, 2025) and is not included in that table, so his Sitio share counts are not disclosed there .
Vesting and potential selling pressure:
- In the merger closing, all Sitio time‑based RSUs and deferred RSUs vested fully and converted into the merger consideration; PSUs vested based on the greater of target or actual performance through the effective time; Sitio OpCo Unit awards also vested and participated, which can create near‑term liquidity events for holders generally, though no person‑level data is provided for Zmigrosky (he was not a Sitio NEO pre‑merger) .
Employment Terms
| Term | Sitio Policy / Disclosure |
|---|---|
| Employment agreements | None for NEOs as of 2024 |
| RSU acceleration | Full acceleration upon termination without cause, change in control, or good reason |
| PSU treatment (CIC period) | Earned based on greater of target or actual performance through CIC; outside CIC: pro‑rata, earned on actual performance; death/disability: pro‑rata |
| Clawbacks | Clawback and supplemental clawback policies in place |
| Tax gross‑ups | No tax gross‑ups in change‑of‑control per governance disclosure |
| Hedging/pledging | Hedging and short sales prohibited; board oversees pledging risks |
Illustrative severance (company program for NEOs; Zmigrosky‑specific amounts not disclosed):
| Scenario | Cash Severance ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|
| CEO – CIC period | 2,550,000 | 12,025,476 | 14,575,476 |
| CFO – CIC period | 1,100,000 | 6,049,775 | 7,149,775 |
Board Governance
- Board service at Sitio: Effective Aug 19, 2025, Zmigrosky became a director concurrent with the consummation of the Viper/Sitio mergers; the prior Sitio board ceased serving. Committee assignments post‑merger were not specified in the 8‑K filings .
- Pre‑merger structure context: 8 of 9 board members were independent; Chairman and CEO roles were separated (independent chair), with regular executive sessions of non‑management directors . Committees and their 2024 composition: Audit (Clark, Harvey, Sult), Compensation (Gould, Lockshin, Burleson, Duplantier), Nominating & Corporate Governance (Sult, Harvey, Stoneburner) .
Dual‑role implications:
- Zmigrosky is both a director and an executive officer; by definition, he is not independent, which can reduce independence on matters where management is party. Pre‑merger Sitio emphasized independent chair and equity‑based director pay held until end of service as mitigants; post‑merger governance specifics (e.g., lead independent director, committee roles for New Viper’s regime at Sitio) were not disclosed in Sitio’s 8‑Ks .
Compensation Peer Group
Sitio’s compensation peer group used to inform 2025 compensation decisions included U.S. oil & gas and minerals companies (e.g., Black Stone Minerals, Kimbell Royalty Partners, Civitas Resources, Texas Pacific Land, Matador, Permian Resources, Northern Oil & Gas, SM Energy) with median market cap ~$4.7B as of Sep 30, 2024 .
Say‑on‑Pay & Shareholder Feedback
The board recommended “FOR” the 2025 say‑on‑pay proposal, citing strong alignment with absolute TSR, majority at‑risk pay, and no cash bonuses for executives .
Investment Implications
- Alignment: Sitio’s incentive design (75% of LTI tied to absolute TSR; zero payout for negative TSR; three‑year vesting; clawbacks; no cash bonuses) is shareholder‑friendly and reduces the risk of pay for non‑performance—positive for compensation alignment and capital discipline .
- Retention/vesting pressure: The August 19, 2025 merger fully vested outstanding Sitio RSUs/PSUs and OpCo unit awards for impacted holders, potentially creating near‑term selling pressure broadly; Zmigrosky himself was appointed at closing and did not have Sitio NEO‑level awards disclosed pre‑merger .
- Governance considerations: Zmigrosky’s dual role (executive + director) limits independence by definition; post‑merger committee assignments were not disclosed, leaving some uncertainty on checks and balances versus pre‑merger Sitio’s independent chair and committee structure –.
Data gaps: Individual Sitio compensation, share ownership, and any Form 4 trading activity for Zmigrosky were not disclosed in Sitio’s 2025 proxy (he was appointed later) and insider trade feeds were inaccessible. We relied on Sitio’s proxy governance and merger 8‑Ks for program design and role changes .