Teresa L. Dick
Executive Vice President, Chief Financial Officer and Assistant Secretary at Sitio Royalties
Executive
About Teresa L. Dick
Teresa L. Dick is Executive Vice President, Chief Financial Officer and Assistant Secretary of Sitio Royalties Corp. (STR) effective August 19, 2025, following STR’s merger-related reorganization; she previously served as CFO and EVP at Viper Energy and held senior finance roles at Diamondback Energy, with over 25 years of accounting experience and CPA designation . Education: BBA in Accounting, University of Northern Colorado; professional memberships include AICPA and COPAS . Age: 55 (as profiled by GlobalData) . Company performance context prior to her appointment: STR highlighted 4Q24 production ~41 MBoe/d, >39 MBoe/d FY24 pro forma production, 91% Adjusted EBITDA margin, and $843MM cumulative capital returns since 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viper Energy, Inc. | Executive Vice President, Chief Financial Officer, and Assistant Secretary | 2017–present (and appointed to STR officer role Aug 19, 2025) | Led finance for minerals and royalty platform; long-tenured CFO supporting scale-up and capital markets execution |
| Diamondback Energy, Inc. | Executive Vice President & Chief Accounting Officer (since Mar 2019); EVP & CFO (2017–2019); CFO & SVP (2009–2017); Corporate Controller (2007–2009); Assistant Secretary (since Oct 2012) | 2007–2019 | Built public company finance infrastructure; led CFO function across rapid growth; enterprise reporting and controls |
| Hiland Partners (public MLP) | Controller/Tax Director | 2006–2007 | Managed public MLP tax and controller functions midstream; strengthened reporting and compliance |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Bank7 Corp. (Nasdaq: BSVN) | Independent Director | Since Mar 2021 | Audit; Nominating & Corporate Governance |
Fixed Compensation
- STR does not maintain annual cash bonuses or short-term incentives for executive officers; pay mix is heavily equity-based .
- Item-specific salary/bonus for Ms. Dick at STR is not disclosed in available filings; the CFO role’s program design at STR indicates salary plus equity with no cash bonus .
Performance Compensation
| Metric | Weighting | Target | Threshold | Maximum | Payout Mechanics | Vesting / Performance Period |
|---|---|---|---|---|---|---|
| Annualized Absolute TSR (PSUs) | 75% of LTI value | 10% → 100% of target PSUs | 0% → 50% of target PSUs | 20% → 200% of target PSUs | Linear interpolation between points; no payout if absolute TSR is negative | Three-year TSR period (e.g., 20-day VWAP ending dates); PSU CIC treatment per Severance Plan |
| Time-based RSUs | 25% of LTI value | N/A | N/A | N/A | Service-based; accelerates on certain terminations/change-in-control as described below | Vests in equal tranches on first three anniversaries of grant |
Equity Ownership & Alignment
- Policy prohibiting hedging transactions and short sales by insiders; executive stock ownership and retention guidelines in place .
- Board/Compensation oversight of trading, anti-hedging and pledging policies for officers and directors; no specific pledging disclosures identified for Ms. Dick .
- Ms. Dick’s individual STR beneficial ownership was not disclosed in STR’s March 21, 2025 security ownership table due to her appointment later in 2025; monitor Section 16 filings post-appointment for Form 3/4 updates .
Employment Terms
| Provision | CFO (Non-CEO) Terms | Notes |
|---|---|---|
| Severance – Change in Control (CIC Period: date of CoC through 6 months post-CoC) | 24 months of base salary, lump sum; all unvested equity awards become fully vested; performance awards settled at greater of target or actual performance through the CoC date | Double-trigger required (termination without cause or resignation for good reason during CIC Period) |
| Severance – Outside CIC (or death/disability) | 18 months of base salary, paid monthly; RSUs fully vest; PSUs prorated based on service and earned on actual performance at period end | Good reason and cause definitions set in award docs |
| Clawback | Policy adopted Nov 7, 2023; recoup incentive-based compensation upon restatements in compliance with exchange/SEC rules | Applies to executive officers while listed |
| Tax Gross-Up | None; “best-of-net” 280G cutback vs. full payment approach | Shareholder-friendly provision |
| Restrictive Covenants | Non-compete: 3 months; Non-solicit: 12 months; confidentiality | Applies to Severance Plan participants |
Performance & Track Record (Company Context)
| Metric | 2024/4Q24 | Commentary |
|---|---|---|
| Production | 4Q24 ~41 MBoe/d; FY24 pro forma >39 MBoe/d | Exceeded 4Q24 consensus and FY24 high end of guidance |
| Adjusted EBITDA Margin | 91% | Higher than 99% of S&P 500 companies per STR |
| Return of Capital | $843MM cumulative since 2022 (~27% of market cap) | $334MM attributable to 2024 |
Compensation Committee Analysis
- Compensation Committee composition: Alice E. Gould (Chair), Noam Lockshin, Gayle L. Burleson, Jon-Al Duplantier; 5 meetings held in 2024; members independent under NYSE rules .
- Use of independent compensation consultant; focus on absolute TSR; no employment agreements, no single-trigger acceleration on time-vested awards, no tax gross-ups .
Compensation Peer Group (2025)
- Peer set informs compensation decisions; all U.S. oil & gas/minerals companies, median market cap ~$4.7B as of Sept 30, 2024 .
- Names include Black Stone Minerals, Kimbell Royalty Partners, Civitas Resources, Northern Oil & Gas, Texas Pacific Land, Magnolia Oil & Gas, SM Energy, Matador Resources, Chord Energy, Permian Resources, Range Resources, Southwestern Energy, CNX Resources, Comstock Resources, Vital Energy .
Say-on-Pay & Shareholder Feedback
- Special Meeting Aug 18, 2025: advisory vote approving compensation related to the mergers passed (For: 113,188,417; Against: 17,420,368; Abstain: 607,386) .
- 2025 Annual Meeting: Say-on-Pay proposal recommended “FOR” by Board; vote results not included in the DEF 14A document .
Equity Award Vesting & Potential Insider Selling Pressure
- RSUs vest over 3 years; PSUs earned based on 3-year absolute TSR with 0–200% payout, and have double-trigger CIC acceleration mechanics .
- Specific grant sizes, schedules, and ownership for Ms. Dick at STR were not disclosed in available filings; monitor near-term Section 16 filings for any Form 3/4 to assess upcoming award vesting and potential selling pressure .
Risk Indicators & Red Flags
- No single-trigger change-in-control acceleration on time-vested awards; no tax gross-ups; presence of clawback policy—favorable governance signals .
- Board oversight of anti-hedging and pledging policies; no pledging disclosures identified for Ms. Dick .
- Section 16 compliance: company reported timely filings for directors/officers in 2024 .
Expertise & Qualifications
- CPA; extensive public-company CFO, CAO, controller experience; oil & gas finance and capital markets; director experience (Bank7 Corp.) .
Work History & Career Trajectory
- Progression from controller/tax leadership (Hiland Partners) to Diamondback corporate controller, CFO roles, CAO, and ultimately CFO of Viper Energy; appointed to STR officer team post-merger .
Employment Terms
- Ms. Dick is one of the executive officers appointed as of Aug 19, 2025 in connection with STR’s merger transactions; bylaws and certificate of incorporation were amended at closing .
Investment Implications
- Alignment: STR’s equity-heavy program, absolute TSR PSUs (75% of LTI), clawback, and double-trigger CIC terms signal strong pay-for-performance alignment and disciplined governance—favorable for shareholders .
- Retention and transition risk: Newly appointed CFO at STR post-merger; severance plan provides 24 months base salary in CIC scenarios and 18 months outside CIC for non-CEO executives—moderate protection that can support retention during integration .
- Monitoring: Quantify ownership alignment and potential selling pressure once Section 16 filings for Ms. Dick at STR are available; track PSU performance versus absolute TSR targets and any merger-related award conversions or accelerations .