Matt Zmigrosky
VNOM SubAbout Matt Zmigrosky
Executive Vice President, General Counsel and Secretary of Viper Energy, Inc. since February 2019; age 46. He also serves as Executive Vice President, Chief Legal and Administrative Officer and Secretary of Diamondback Energy, Inc. (since February 2023), and previously as Diamondback’s Executive Vice President, General Counsel and Secretary (2019–2023). He holds a B.S. in Management (Finance) from Tulane University and a J.D. from SMU Dedman School of Law . Company performance context during his tenure: 2024 consolidated net income was $603.6 million; net income attributable to Viper was $359.2 million and adjusted EBITDA was $782.2 million; Viper declared $2.49/share in base and variable dividends in 2024 . Over the four-year pay-versus-performance measurement window ending 2024, a $100 investment in Viper grew to $544.01 versus $457.20 for the peer group; 2024 consolidated net income was $603,646 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diamondback Energy, Inc. | Executive Vice President, General Counsel and Secretary | 2019–2023 | Led legal function; supported capital markets, M&A and governance for Diamondback and Viper . |
| Akin Gump Strauss Hauer & Feld LLP | Partner, Corporate Section | 2012–2019 | Advised Diamondback and subsidiaries on transactions and governance; deep energy corporate expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diamondback Energy, Inc. | Executive Vice President, Chief Legal and Administrative Officer and Secretary | 2023–Present | Oversees legal and administrative functions; supports Viper via Services and Secondment Agreement . |
Fixed Compensation
- Viper has no employees; executive cash compensation (salary, bonus, benefits) is determined and paid by Diamondback under the Services and Secondment Agreement, with Viper reimbursing an allocated portion. Viper does not disclose Mr. Zmigrosky’s base salary/bonus; equity awards under Viper’s LTIP are the only Viper-specific compensation elements disclosed for 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Formula | Vesting/Performance Period |
|---|---|---|---|---|---|
| Relative TSR vs 2024 TSR Performance Peer Group | 100% | 50%–150% of target (straight-line between 25th–75th percentile); 200% at ≥75th percentile | In progress | Modified by Absolute TSR: 75% if <0%, 100% if 0–15%, 125% if >15%; capped at 250% of target | 3-year: Jan 1, 2024 – Dec 31, 2026 |
| 2024 Viper LTIP Grants (PSUs) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Matt Zmigrosky | 3,479 | 6,957 | 17,393 | Mar 1, 2024 | $415,124 |
- 2024 TSR Performance Peer Group (11 members + Viper): Dorchester Minerals, L.P.; Kimbell Royalty Partners LP; Sitio Royalties Corporation; Black Stone Minerals, L.P.; Texas Pacific Land Corporation; SM Energy Company; Northern Oil and Gas, Inc.; Civitas Resources, Inc.; Matador Resources Company; SPDR S&P Oil & Gas Exploration & Production ETF (XOP); S&P 500 (SPX) .
- Clawback policy compliant with Nasdaq Rule 5608/Rule 10D‑1; recoups excess incentive-based compensation upon a restatement (3-year lookback, effective Oct 2, 2023) .
- Equity grant timing: generally in March, post-earnings/10‑K filing; no option-like instruments granted to NEOs; no timing based on MNPI .
Equity Ownership & Alignment
| Holding (Viper) | Amount | Notes |
|---|---|---|
| Class A Common Stock beneficially owned | 4,253 shares; <1% of class | As of Apr 1, 2025; excludes unvested RSUs/PSUs not vesting within 60 days . |
| Unvested Viper PSUs (2024 grant) | 6,957 units | 3-year performance period through Dec 31, 2026 . |
| Unvested Viper PSUs (2025 grant) | 8,664 units | 3-year performance period through Dec 31, 2027 . |
| Holding (Diamondback) | Amount | Vesting / Performance Details |
|---|---|---|
| Diamondback Common Stock beneficially owned | 50,160 shares; <1% of class | As of Apr 1, 2025 . |
| DB RSUs (time-based) | 1,877 RSUs vest Mar 1, 2026; 10,932 RSUs granted Sep 10, 2024 vest in 5 equal installments starting Sep 10, 2025; 4,926 RSUs granted Mar 1, 2025 vest in 2 equal installments starting Mar 1, 2026 . | |
| DB PSUs (performance-based) | 10,717 (3/1/2023; perf period through 12/31/2025); 8,447 (3/1/2024; through 12/31/2026); 11,085 (3/1/2025; through 12/31/2027) | Subject to Diamondback peer-based TSR performance . |
- Hedging/pledging: Prohibited for directors and executive officers; securities may not be held in margin accounts or pledged; trades require pre-clearance and open-window timing, with Rule 10b5-1 exception .
- Ownership guidelines: Compensation committee monitors guidelines for CEO/other executive officers and non-employee directors; specifics (multiples, status) not disclosed .
Employment Terms
| Item | Terms |
|---|---|
| Role start date | EVP, General Counsel & Secretary since Feb 2019 . |
| Employment contracts | No Viper employment, severance, or change-in-control agreements; only LTIP award agreements govern acceleration . |
| Potential Payments (as of Dec 31, 2024) | Termination without cause / resignation for good reason / change of control: $853,450 (PSUs at 250% modifier); Death/disability: $341,380 (PSUs at target) . |
| Insider policies | Robust insider trading and clawback policies; director/exec trading windows and pre-approval required . |
Board Governance (Service history, committees, and dual-role implications)
- Viper’s 2025 proxy lists eight director nominees; Mr. Zmigrosky is disclosed as an executive officer (EVP, General Counsel & Secretary), not a board member. No committee memberships or director service are disclosed for him .
- As Corporate Secretary, he manages board communications (screens/forwards correspondence), underpinning governance processes but without director voting authority .
- Independence and committees: Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent; chairs are independent; each director attended ≥75% of meetings in 2024; independent director executive sessions held seven times in 2024 .
- Controlled company: After the Endeavor “Drop Down,” Viper expects to regain “controlled company” status; board intends to maintain independent committees and majority-independent board, mitigating dual-role/independence concerns despite parent oversight .
Additional Context: Pay and Governance Mechanics
- Say-on-Pay: 2024 advisory approval ~87.9% in favor; committee instituted annual performance-based LTI grants responsive to investor feedback .
- Services and Secondment Agreement: Diamondback determines executive cash compensation; Viper reimburses allocated costs; Viper’s compensation committee controls Viper LTIP awards only .
- Related-party controls: Audit committee pre-approves services, oversees related party transactions; governance guidelines include a formal related party transaction policy .
Investment Implications
- Alignment: 100% performance-based PSUs at Viper tied to multi-year relative TSR with an absolute TSR modifier suggests strong pay-for-performance leverage; no Viper cash comp reduces short-term selling pressure from cash needs .
- Vesting calendar: Scheduled Diamondback RSU vesting dates (beginning Sep 10, 2025 and Mar 1, 2026) and Viper PSU performance windows (2024–2026; 2025–2027) may create episodic liquidity events, but trading is constrained by insider window/pre-clearance policies and anti-pledging rules .
- Retention and governance: No Viper employment/severance agreements (only LTIP acceleration terms) and dual duties at Diamondback imply retention depends on long-term equity performance and parent’s compensation decisions; independent committee structure and clawback provisions mitigate governance and risk concerns even under controlled company status .
- Performance backdrop: Strong 2024 earnings/EBITDA and cumulative TSR outperformance vs peer group support value creation during his tenure in legal/administrative leadership roles .