Austen Gilfillian

About Austen Gilfillian

Austen Gilfillian, 32, is President of Viper Energy, Inc. (VNOM) since February 20, 2025; he previously served as Vice President (April 2024–Feb 2025), General Manager (Feb 2022–Feb 2024), and earlier held various finance roles at Diamondback after joining in September 2017. He holds a B.S. in Business Administration and Economics from Trinity University and now dedicates 100% of his time to Viper, unlike other seconded executives who split time with Diamondback . Under his and the team’s stewardship, Viper reported 2024 net income attributable to Viper of $359.2 million, adjusted EBITDA of $782.2 million, declared $2.49/share in base+variable dividends, and was added to the Russell 1000, XOP and S&P Midcap 400; cumulative TSR value per $100 initial investment reached $544.01 by 2024, reflecting strong stockholder returns through 2021–2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Vesting Schedules (time-based RSUs and PSU counts)

Equity Ownership & Alignment

Employment Terms

Board Governance (service history, committees, dual-role implications)

• VNOM’s 2025 proxy lists eight director nominees; Gilfillian is disclosed as an executive officer (President) and is not listed as a director nominee or sitting director as of April 1, 2025; therefore no VNOM board committee roles are disclosed for him .
• Board composition and independence: ~75% independent directors; audit, compensation, and nominating/governance committees are fully independent; Diamondback retains director designation rights and currently has two non-independent designees (Stice, Van’t Hof) .
• Executive sessions were held seven times in 2024; each director attended at least 75% of board and applicable committee meetings .
• Dual-role/independence implications: Gilfillian is a Diamondback employee seconded to Viper, with VNOM equity awards determined by VNOM’s independent compensation committee, while overall compensation decisions for seconded executives reside with Diamondback—an alignment consideration managed via committee oversight and the LTIP .

Compensation Structure Analysis

• Shift to performance-based equity: Beginning March 2024, VNOM grants annual PSUs to executives with 3-year relative TSR metrics and an absolute TSR modifier; VNOM does not grant options, favoring RSUs/PSUs (lower risk than options) .
• 2025 mix for Gilfillian emphasizes equity-at-risk: $1.25M target award (60% PSUs, 40% RSUs) alongside base salary and target bonus—aligns pay with multi-year TSR outcomes .
• Governance/practices: Clawback policy in place; insider trading policy prohibits hedging/pledging; equity award timing avoids MNPI-based timing risks .
• Say-on-Pay: 2024 advisory approval was ~87.9% in favor, indicating stockholder support for the program design .

Performance & Track Record

• 2024 results and strategic actions: Net income attributable to Viper $359.2M; consolidated adjusted EBITDA $782.2M; increased proved reserves by 9% YoY; average production 27,156 BO/d; multiple acquisitions and a pending drop down to expand Permian royalty footprint; capital markets activity with ~$475.9M equity offering (Sep 2024) and ~$1.2B equity offering (Feb 2025) .
• Shareholder returns: Cumulative TSR value per $100 investment reached $544.01 by 2024; peer group TSR tracking disclosed in Pay vs Performance .

Equity Ownership & Vesting Pressure Indicators

Compensation Peer Group (TSR benchmarking)

• 2024 TSR performance peer group includes: Dorchester Minerals, Kimbell Royalty Partners, Sitio Royalties, Black Stone Minerals, Texas Pacific Land, SM Energy, Northern Oil & Gas, Civitas, Matador, SPDR S&P Oil & Gas E&P ETF (XOP), and S&P 500 (SPX) .

Employment & Contracts – Additional Considerations

• Secondment reimbursement: VNOM reimburses Diamondback for seconded personnel costs pursuant to the Services and Secondment Agreement; Diamondback determines allocation percentages and budgets annually, with board review .
• Related governance: Committees formed March 8, 2024 (Compensation; Nominating & Corporate Governance) and operate independently despite controlled company status dynamics; board intends to maintain independent committees even upon regaining “controlled company” status after pending drop down .

Investment Implications

• Alignment and retention: Significant unvested RSUs and multi-year PSUs (with relative/absolute TSR hurdles) create strong retention hooks and align Gilfillian’s incentives with long-term shareholder returns; prohibited hedging/pledging further supports alignment .
• Near-term selling pressure signals: RSU vestings on Oct 1, 2025 and Mar 1, 2026, plus follow-on installments, may introduce episodic selling pressure, though trades are limited to open windows and require preclearance; performance PSUs could amplify supply if TSR outcomes reach higher percentiles (up to 250% of target) .
• Governance risk: As a Diamondback employee seconded to Viper, compensation decisions (outside VNOM LTIP) reside with Diamondback’s committee, introducing potential independence concerns; VNOM mitigates via independent compensation committee, clawback policy, and disclosure of Diamondback director designation rights .
• Change-of-control/severance: Participation in Diamondback’s severance plan and standard VNOM PSU acceleration terms reduce transition risk; specifics for Gilfillian’s severance multiples are not disclosed in VNOM filings, limiting precision on parachute economics .