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Management and incentives

Diamondback Energy, Inc. FANG

Three-pass checked

Diamondback's board certified its 2025 executive scorecard at 161% of target in the same year the company wrote off $3.7B of oil and gas properties and net income fell by half. The plan pays Kaes Van't Hof to spend less than the budget, drill cheaper barrels and grow cash per share, which means he holds the drilling budget flat, retires shares to lift the per-share number, and lets the write-downs sit outside every metric that decides his pay.

Key data

CEOKaes Van't Hof, promoted May 21, 2025. 2025 total pay $14.9M
Bonus weights35% cost and capital, 20% return on capital, 20% cash per share, 25% environmental and safety
Equity mix60% performance shares on relative stock return, 40% time-vested
Payout rangeBonus 0% to 200% of target. Performance shares 0% to 250% after the absolute-return modifier
2025 resultBonus paid at 161%. Closed 2023 to 2025 equity cycle vested at 200%
Latest paceH1 2026 adjusted free cash flow $4.1B, $14.43 a share (computed), against a 2025 full-year maximum of $20.00
Filing anchorDEF 14A filed Apr 9, 2026. 10-K FY2025 filed Feb 25, 2026. 10-Q filed Aug 5, 2026

FANG · price with moving averages

Daily · 6MWeekly · 3Y
$116$142$167$192$218 Oct '23May '24Dec '24Jul '25Feb '26Oct '26 Bid Cap
EMAs82140

Source: market data.

What the scorecard pays for

MetricWhat it meansWeightThreshold / Target / Max2025 actual% of target
Capital budgetCash spent drilling, completing and building10%$4.2B / $4.1B / $3.9B$3.5B200%
PDP F&D costWell cost divided by the barrels those wells will ever produce15%$10.75 / $9.75 / $8.75 per barrel$7.97200%
Controllable cash costsLease operating plus cash overhead, per barrel10%$7.05 / $6.85 / $6.65$6.16200%
Return on average capital employedAdjusted operating profit over capital in the business20%6.5% / 9.0% / 11.0%8.13%83%
Adjusted free cash flow per shareCash left after drilling, before dividends, per share20%$14.00 / $18.00 / $20.00$20.38200%
Flaring intensity, company operatedGas burned off as a share of gas produced5%0.30% / 0.20% / 0.10%0.18%120%
Scope 1 emissions intensityEmission tons per thousand barrels produced5%11.76 / 11.47 / 11.1810.3200%
Net liquid spill rateBarrels spilled and not recovered per thousand produced5%0.03 / 0.02 / 0.010.014160%
Non-freshwater useShare of water used that is not fresh5%60% / 65% / 70%89%200%
Total recordable incident rateEmployee injuries per 200,000 hours worked5%0.45 / 0.25 / 0.150.620%
Total100%161%
Equity elementShare of 2025 grantMeasured overPayout range
Performance shares on stock return against nine peers60%Jan 1, 2025 to Dec 31, 2027Nothing below the 25th percentile, straight line from 50% to 150% between the 25th and 75th, 200% at or above the 75th
Absolute-return modifier on the whole awardmultiplies the abovesame period75% if the annualized return is negative, 100% between zero and 15%, 125% above 15%. Caps the award at 250% of target
Time-vested restricted stock40%three years, a third on grantno performance condition
Viper performance sharesseparate $1.25M target grantJan 1, 2025 to Dec 31, 2027same structure against Viper's peer group

Nothing here pays for growth. Diamondback pulled production and reserve growth out of the plan a decade ago, and what replaced it is a cost sheet with a safety rider bolted on. Van't Hof draws $1.3M in salary and can reach roughly $23.1M in a maximum year, computed from the disclosed target values. He made $14.9M in 2025.

What the bars have done

202320242025
Scorecard outcome105%136%161%
Bonus actually paid105%170%161%
Return on capital, target vs actual18.0% / 18.1%15.0% / 15.4%9.0% / 8.13%
Well cost, target vs actual$8.00 / $7.77$8.75 / $8.51$9.75 / $7.97
Cash costs, target vs actual$6.00 / $5.72$7.00 / $6.55$6.85 / $6.16
Cash per share, target vs actual$17.00 / $16.59$16.00 / $18.76$18.00 / $20.38
Three-year equity cycle ending that year250%250%200%
Relative return percentile certified82nd82nd82nd

The bars moved with the results rather than ahead of them. The return-on-capital target was cut in half in two years while capital employed ran from $26.9B to $66.5B on the Endeavor purchase. Well cost went the same way, the bar loosening by $1.75 a barrel, so a 2025 well cost slightly worse than 2023's paid 200% of target where 2023 paid 123%. Bars reset after a large purchase tend to stay reset.

The one year the arithmetic came up short, the board made up the difference, applying a 25% multiplier on top of the certified 2024 scorecard. In 2025 the single miss was worker injuries, 0.62 recordable incidents per 200,000 hours against a 0.45 threshold, and it cost five points.

Open equity cycleElapsed through Dec 31, 2025FANG returnPeer index return
2024 to 2026two of three years+4.2%−13.9%
2025 to 2027one of three years−5.6%−5.0%

Both figures are computed from the proxy's indexed return table and approximate the plan's percentile math. The equity gets decided in this table, not the operating one. All three closed cycles certified at the 82nd percentile, and the two that paid 250% got there because the absolute return cleared 15% a year, not because the wells were cheap.

Halfway through 2026 the company has banked $4.1B of adjusted free cash flow, about seventy percent of the full-year figure that paid maximum last year, and 2026 capital guidance of roughly $3.9B sits exactly at the spending level that paid maximum in 2025. Lease and overhead cost is the one line drifting the wrong way, $6.48 a barrel in the second quarter against $5.81 a year earlier. The 2026 targets are not disclosed until next spring, so there is no board bar to set against the street.

What he does next

Hold the budget. Underspending it is worth 10% by itself and the same restraint feeds the cash-per-share line worth another 20%. Watch whether third-quarter capital lands inside the $950M to $1.05B he guided. Retire shares, because each one bought back lifts cash per share without producing a barrel, and the board doubled the repurchase authorization to $16.0B in July with $9.9B still open. The count is down from 289.6M to 281.2M already. Pay down debt instead of buying assets, which is what last quarter did, $1.3B off to $12.8B. There is no room for another Endeavor: the capital base is already $66.5B and the metric that punishes a bigger denominator carries a fifth of the bonus. Let the write-downs run. The 2025 ceiling-test charge and the $1.4B that followed in the first quarter of 2026 never enter adjusted earnings, so they never touch the return-on-capital metric or the cash metric.

The tape says what the plan says. Van't Hof sold 50,000 shares for $9.5M across six dates between November and August, every one a plain code S sale of owned stock, with no option exercise and no open-market purchase anywhere in the twelve months. Travis Stice, who ran the company until May 2025, sold 175,000 and is down to 49,727 shares. The ownership rule is not the brake here. Van't Hof's remaining 115,940 shares are worth about $25M at his own August sale price of $215, against a $7.8M requirement.

Closing thoughts

They pay him to spend less and turn what is left into cash per share, and he will keep doing exactly that, because the alternative costs money he would rather hand back. Follow the return-on-capital line. It is the only number on the sheet the oil price cannot deliver for him, and the bar under it has already been cut in half once.

Methodology

Sector frame: Oil and gas exploration and production. Plan metrics are capital budget, well cost per barrel, cash cost per barrel, return on average capital employed and adjusted free cash flow per share, with relative stock return governing all long-term equity. Valuation multiples, reserve analysis and moat durability are out of scope for this report.

Data gaps: the 2026 annual incentive targets are not disclosed and will not be until the 2027 DEF 14A. Street consensus was not pulled this run, so no board-target-versus-consensus comparison is made. Relative return standing is approximated from the proxy's market-cap-weighted Pay Versus Performance peer index rather than the plan's equal-weighted percentile, which also carries the S&P 500 once and the XOP index twice.

Bundle: state/FANG_context.json · Filing anchor: DEF 14A filed April 9, 2026, covering fiscal 2025.

Sources: Diamondback Energy DEF 14A filed April 9, 2026, April 10, 2025 and April 25, 2024. Form 10-K for fiscal 2025 filed February 25, 2026. Form 10-Q for the quarter ended June 30, 2026 filed August 5, 2026. Form 8-K and Exhibit 99.1 filed August 3, 2026. Seventy-seven Forms 4 filed between September 16, 2025 and September 14, 2026, read as raw XML. SEC XBRL company facts for CIK 0001539838.

Fact check: every threshold, target, maximum and result in the scorecard was read directly from the proxy's bar-chart and weighting-dial images, because those values do not appear in the filing's HTML text. Weighted payouts were re-derived and footed to the certified totals of 161%, 136% and 105%. Free cash flow, capital spending, impairment and share-count figures were reconciled to the proxy's Schedule A, the 10-K and SEC XBRL company facts. Insider codes were tallied from raw Form 4 XML: 88 code S sales, 37 code F tax withholdings, 29 code A grants, five code G gifts, no code M exercises and no code P purchases.

Not investment advice. No position held.

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