Kaes Van’t Hof
VNOM SubAbout Kaes Van’t Hof
Kaes Van’t Hof is Chief Executive Officer of Viper Energy, Inc. (VNOM) since February 2025, previously serving as President from March 2017 to February 2025 and as a director since November 2023 . He is 38 and holds a B.S. in Accounting and Business Administration from the University of Southern California . Company performance context during his leadership includes 2024 pay-versus-performance TSR value of a $100 initial investment at $544.01 vs. peer group $457.20 and 2024 net income of $603.6 million; prior years show $328.99 TSR (2023) and $501.3 million net income (2023) with consolidated adjusted EBITDA of $757.5 million for 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viper Energy, Inc. | President | 2017–Feb 2025 | Led operations through corporate conversion and governance enhancements; aligned incentives via performance-based LTIP awards . |
| Diamondback Energy, Inc. | President; CFO; EVP Business Development; SVP Strategy & Corp Dev; VP Strategy | 2016–2025 | Capital markets leadership; CFO from Feb 2022–Feb 2025; drove strategy and corporate development . |
| Rattler (General Partner) | President and Director of the General Partner | Since July 2018 | Oversight for affiliated midstream operations . |
| Bison Drilling and Field Services | Chief Executive Officer | 2012–2016 | Operational leadership in oilfield services . |
| Wexford Capital LP | Analyst | 2011–2012 | Built operating models and business plans including VNOM IPO support . |
| Citigroup Global Markets, Inc. | Investment Banking Analyst (FIG) | 2010–2011 | Transaction execution and financial advisory . |
| Professional Tennis | Player | 2008–2010 | Competitive discipline and international exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Diamondback Energy, Inc. | President (current at time of proxy) and CFO (until Feb 2025) | 2022–2025 | Announced to succeed as Diamondback CEO and nominated to Diamondback’s board at its 2025 annual meeting . |
| Rattler (General Partner) | President and Director | Since 2018 | Ongoing governance role for affiliate . |
Board Governance & Service
- Board service: VNOM director since November 2023; executive officer and director dual-role disclosed .
- Committees: Compensation Committee members are James L. Rubin (Chair), Laurie H. Argo, Spencer D. Armour III, and W. Wesley Perry; no executive officers serve on the committee; no interlocks reported .
- Independence and oversight: ~75% of directors are independent; independent director executive sessions led by the chairman or lead independent director; each director attended at least 75% of 2024 board and applicable committee meetings .
- Director compensation: Employee directors (including Van’t Hof) are not separately compensated for board service at VNOM . VNOM engaged Meridian as independent director pay consultant; employees do not receive director pay .
Fixed Compensation
VNOM does not pay base salary or annual cash bonuses to seconded executive officers; compensation is paid by Diamondback, with VNOM providing equity awards under its LTIP beginning in 2024 .
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Stock Awards ($) |
|---|---|---|---|---|
| 2022 | — (paid by Diamondback; no VNOM non-equity comp) | — | — | — |
| 2023 | — (paid by Diamondback; no VNOM non-equity comp) | — | — | — |
| 2024 | — (paid by Diamondback; no VNOM non-equity comp) | — | — | $1,245,313 grant-date fair value (PSUs) |
VNOM equity is granted under the LTIP; grants are generally made in March, approx. two weeks after earnings release and 10-K filing; options are not currently granted .
Performance Compensation
100% of 2024 long-term incentives granted by VNOM were performance-based restricted stock units (PSUs) tied to relative TSR plus an absolute TSR modifier across a 3-year performance period; dividend equivalents accrue at target .
| Grant | Metric | Weighting | Grant Date | Target (#) | Threshold (#) | Max (#) | Fair Value ($) | Performance Period | Payout Mechanics |
|---|---|---|---|---|---|---|---|---|---|
| 2024 PSUs | Relative TSR vs. peer group + absolute TSR modifier | 100% of LTI | 3/1/2024 | 20,870 | 10,435 | 52,175 | $1,245,313 | 1/1/2024–12/31/2026 | Vesting curve: <25th percentile = 0%; 25th–<75th percentile = 50–150% of target (linear); ≥75th percentile = 200% of target; absolute TSR modifier: <0% = 75%, 0–15% = 100%, >15% = 125%; max settlement up to 250% of target . |
| 2025 PSUs | Relative TSR vs. peer group (design) | Not stated | 3/1/2025 | 27,074 unvested units | — | — | Not disclosed | 1/1/2025–12/31/2027 | Subject to relative TSR and service; specific curve not reiterated in footnote . |
Interim status and potential payout values (non-final):
- As of 12/31/2024, combined relative TSR percentile and absolute modifier yielded a 250% vesting percentage for 2024 PSUs; potential payment value upon termination without cause/resignation for good reason or change of control for Van’t Hof: $2,560,227 (based on $49.07 VNOM close) . Potential value due to death/disability at target: $1,024,091 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 35,362 VNOM Class A shares; <1% of outstanding (based on 131,323,078 shares) . |
| Unvested VNOM equity | 20,870 PSUs (2024 grant, 2024–2026 period) and 27,074 PSUs (2025 grant, 2025–2027 period) excluded from beneficial ownership . |
| Options | VNOM does not currently grant stock options to NEOs . |
| Hedging/pledging | Hedging, short sales, and holding VNOM securities in margin accounts or pledging as collateral are prohibited under insider trading policies as applied to VNOM . |
| Stock ownership guidelines | Rigorous guidelines adopted for non-employee directors; the Compensation Committee periodically reviews adequacy of CEO and executive guidelines and monitors compliance, subject to the Services and Secondment Agreement . |
Employment Terms
- Employment and compensation: VNOM has no employees; executive officers are seconded from Diamondback and compensated by Diamondback; VNOM’s Compensation Committee can grant additional LTIP awards and administer clawback and ownership guidelines .
- Clawback policy: Adopted effective October 2, 2023 to comply with Nasdaq Listing Standard 5608 and Rule 10D-1; recoupment applies to excess incentive-based compensation over a 3-fiscal-year lookback in case of restatements .
- Insider trading: VNOM/Diamondback policies prohibit hedging, short sales, margin accounts, and pledging for directors/executives; trades require preclearance and must occur in window or via compliant 10b5-1 plans .
- Equity grant timing: Annual grants generally in March, post-earnings and 10-K filing; occasional off-cycle grants for new hires/promotions/retention; no options granted in recent years .
Potential payments for outstanding VNOM PSUs (as of 12/31/2024):
| Scenario | Performance-Based RSUs Value (Kaes Van’t Hof) |
|---|---|
| Termination without cause, resignation for good reason, or change of control | $2,560,227 (based on $49.07 share price and 250% vesting status) . |
| Death or disability | $1,024,091 (based on $49.07 share price and target 100% vesting) . |
Performance & Track Record
| Year | VNOM TSR – $100 initial value | Peer Group TSR – $100 initial value | Net Income ($000s) |
|---|---|---|---|
| 2021 | $194.07 | $216.74 | $256,677 |
| 2022 | $314.02 | $360.36 | $655,004 |
| 2023 | $328.99 | $321.80 | $501,341 |
| 2024 | $544.01 | $457.20 | $603,646 |
Additional 2023 operating metrics:
- 2023 consolidated adjusted EBITDA: $757.5 million (non-GAAP) .
- 2023 net income attributable to Viper: $200.1 million; declared base and variable dividends totaling $1.82/share; repurchased 3.4 million shares for $95.2 million at $28.08 average; proved reserves up 20% YoY .
Compensation Committee Analysis and Shareholder Feedback
- Compensation Committee charter and responsibilities include oversight of executive LTIP awards, director pay, clawback policy, stock ownership guidelines, and use of independent consultants .
- Independent compensation consultant: Meridian retained; independence reviewed; no conflicts; consultant reports to the committee; advisors may contact executives for information .
- Say-on-pay: 2024 advisory support at ~87.9%; feedback drove adoption of annual performance-based LTIP awards beginning in 2024 .
- Risk practices: VNOM grants PSUs with relative/absolute TSR measures to align with stockholder outcomes and mitigate undue risk; no options granted .
Director Compensation (for completeness on dual-role)
- Non-employee director package: $60,000 annual cash retainer plus committee fees ($15,000 chair/$10,000 member for Audit; $10,000 chair/$5,000 member for other committees) and annual RSU grants calculated at $100,000 value, vesting one year; employee directors receive no additional director compensation .
- Phantom unit grants example: 2,555 units on July 10, 2024 vest July 10, 2025 for certain non-employee directors .
Compensation & Incentives Structure Observations
- Shift to performance-based equity: In 2024, VNOM granted PSUs to NEOs with 3-year relative TSR plus absolute TSR modifier; prior years had no VNOM LTIP awards to executives (compensation via Diamondback) .
- Pay-for-performance emphasis: 100% of 2024 LTI in PSUs; vesting requires at least 25th percentile TSR, with linear scaling and absolute TSR modifier; max up to 250% .
- No option repricing or grant timing concerns: Options not granted; grants follow post-earnings cadence and are not timed around MNPI .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; preclearance required, mitigating misalignment or selling pressure risk .
- Clawback in place per Rule 10D-1; enhances accountability for incentive-based pay .
- Compensation committee interlocks: None reported .
- Related party transactions policy and robust governance practices disclosed .
Equity Ownership & Director Guidelines (VNOM board)
| Holder | VNOM Class A Common Stock Beneficially Owned | % of Class |
|---|---|---|
| Kaes Van’t Hof | 35,362 | <1% (of 131,323,078 shares outstanding) . |
Ownership excludes unvested PSUs from 2024 and 2025 grants . VNOM has rigorous director ownership guidelines; the Compensation Committee monitors executive guidelines subject to the Services and Secondment Agreement .
Employment & Contracts
- Secondment: Executive officers (including Van’t Hof) are seconded to VNOM under the Services and Secondment Agreement; compensation decisions are made by Diamondback, with VNOM awarding incremental LTIP equity .
- Severance/change-of-control: Potential values shown reflect VNOM PSU award terms; separate employment contract terms (multiples, triggers, non-compete) are not disclosed in VNOM proxy; change-of-control scenario triggers potential PSU settlement values as shown in table above .
Investment Implications
- Alignment: 100% PSU-based VNOM LTI tied to multi-year TSR, with clawback and no hedging/pledging—strong structural alignment; however, executive cash compensation and larger equity economics reside at Diamondback, diluting direct VNOM pay-for-performance linkage .
- Retention and selling pressure: Multi-year PSU schedules and prohibited pledging reduce near-term selling pressure; dividend equivalents and potential 250% max payouts create leverage to strong performance, elevating long-term retention incentives .
- Governance: Dual role as CEO/director offset by majority independent board, active executive sessions, and independent Compensation Committee with external consultant; employee directors earn no director pay, mitigating excess board compensation risk .
- Trading signals: Use of TSR PSUs and strong 2024 TSR versus peer group suggests favorable relative performance momentum; monitor Form 4 filings and future PSU certification outcomes at end-2026 and end-2027 for potential supply events upon vesting .