DIAMONDBACK ENERGY INC (FANG)
Sector: Energy
2026 Annual Meeting Analysis
DIAMONDBACK ENERGY INC · Meeting: May 20, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured Executive Chairman (director since 2012) with deep industry expertise; TSR trigger does not apply as FANG's 3-year return of +46.9% outperforms the peer median of +27.2% by +19.7pp, well below the 65pp threshold required to trigger a AGAINST vote given strong positive absolute returns.
Independent director since 2020 with strong risk management and governance credentials; TSR trigger does not apply, no overboarding (1 outside board), attendance above 90%, and serves only on appropriate committees as an independent director.
Joined the board in February 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; brings strong financial and accounting expertise as a CPA and former CFO, appropriate for audit committee service.
Independent director since 2022 with relevant energy regulatory and legal experience; TSR trigger does not apply, holds 2 outside board seats (within limit), and attendance exceeded 90%.
Independent director since 2020 with strong financial and executive experience qualifying her as an audit committee financial expert; TSR trigger does not apply, holds 2 outside board seats (within limit), and attendance exceeded 90%.
Designated by the Stephens Stockholders following the Endeavor merger and joined in September 2024, placing him within the 24-month new-director exemption window; classified as non-independent but does not serve on audit or compensation committees, so no independence concern is triggered.
Independent director since 2012 with extensive financial and audit committee expertise; TSR trigger does not apply given FANG's strong 3-year and 5-year outperformance of its peer group, holds 1 outside board seat, and attendance exceeded 90%.
Joined the board in September 2024, placing him within the 24-month new-director exemption window; brings deep oil and gas legal and executive experience and is designated as independent, appropriately serving on audit, compensation, and nominating committees.
Joined the board in September 2024, placing him within the 24-month new-director exemption window; brings strong industry and executive operational experience from Endeavor Energy and holds no other public board seats.
Lead Independent Director since 2018 with strong legal, governance, and energy industry experience; TSR trigger does not apply, holds 2 outside board seats (within limit), and attendance exceeded 90%.
Independent director since 2022 with relevant midstream and upstream energy operating experience; TSR trigger does not apply, holds no other public board seats, and attendance exceeded 90%.
CEO and director since May 2025, placing him within the 24-month new-director exemption window; brings deep financial and strategic expertise from his prior roles as President and CFO of Diamondback.
Independent director since 2011 with strong finance and energy investment background; TSR trigger does not apply as FANG's 3-year return of +46.9% outperforms the peer median of +27.2% by +19.7pp, well below the 65pp threshold, and he holds 1 outside board seat (within limit).
All 13 director nominees receive a FOR vote. The TSR trigger does not apply to any director — Diamondback's 3-year return of +46.9% exceeds the peer median of +27.2% by +19.7pp, far short of the 65pp underperformance threshold required for a strong-positive-return company. Four directors (Holderness, Meloy, Reeves, Robertson) joined in 2024–2025 and fall within the 24-month new-director exemption. No overboarding, attendance, or independence concerns were identified for any nominee. The board is 77% independent with well-structured committees.
Say on Pay
✓ FORCEO
Kaes Van’t Hof
Total Comp
$14,931,423
Prior Support
97.2%%
CEO Kaes Van't Hof received total compensation of approximately $14.9 million, which is consistent with benchmark expectations for a CEO at a large-cap energy company of Diamondback's size (~$52.6B market cap). The pay structure is heavily weighted toward variable, performance-linked compensation — the majority of pay is in performance-based equity awards that vest over a three-year period tied to relative total shareholder return, with environmental and safety metrics embedded in the annual cash incentive plan, satisfying the pay mix requirements. The pay-for-performance alignment check passes as well: Diamondback's 3-year stock return of +46.9% outperformed its disclosed peer group median of +27.2% by nearly 20 percentage points, and the prior say-on-pay vote received overwhelming 97.2% support, with no governance red flags such as missing clawback policy or single-trigger change-of-control provisions identified.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not provide sufficient fee data in the extracted text to calculate a non-audit fee ratio, and auditor tenure is not explicitly disclosed in the provided filing sections; however, no negative triggers are confirmed, Grant Thornton is a large national firm appropriate for a $52.6B company, no material restatements are disclosed, and per policy the tenure trigger requires confirmed data to fire — absent that data the default vote is FOR.
Overall Assessment
Diamondback Energy's 2026 annual meeting ballot presents a clean slate with no significant governance concerns — all 13 director nominees receive FOR votes supported by strong 3-year TSR outperformance versus peers, and the say-on-pay proposal earns a FOR vote given performance-aligned pay structure, above-benchmark stock performance, and near-unanimous 97.2% prior-year shareholder support. The auditor ratification also receives a FOR vote as no fee ratio or tenure concerns could be confirmed from the available filing text, and Grant Thornton is an appropriately sized firm for the company.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing