DIAMONDBACK ENERGY, INC.

DIAMONDBACK ENERGY, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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DIAMONDBACK ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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About Diamondback

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

Core Values

Diamondback Energy and the culture we have developed are grounded in a unique set of core values that are adhered to throughout the entire organization. By establishing core values, we have set the bar extremely high for all of our employees in terms of how they operate and interact, both within the office and out in the field.

MESSAGE FROM OUR CHAIRMAN AND CEO

500 West Texas, Suite 100

Midland, Texas 79701

TRAVIS D. STICE

CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER

April 25, 2024

Dear Diamondback Energy, Inc. Stockholder:

On behalf of your board of directors and management, I am pleased to invite you to attend our Annual Meeting of Stockholders to be held on Thursday, June 6, 2024, at 9:30 a.m., local time at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701.

It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting in person, we urge you to grant your proxy to vote your shares by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you requested to receive a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. Please note that submitting a proxy will not prevent you from attending the meeting in person and voting at such meeting. Please note, however, if a broker or other nominee holds your shares of record and you wish to vote at the meeting, you must obtain from that registered holder a proxy card issued in your name.

You will find information regarding the matters to be voted on at the meeting in the proxy statement. Your interest in Diamondback Energy, Inc. is appreciated. We look forward to your vote at the annual meeting to be held on June 6, 2024.

Sincerely,

Notice of Annual Meeting of Stockholders

TO BE HELD ON
JUNE 6, 2024

9:30 a.m., local time

Petroleum Club of Midland

501 West Wall Street

Midland, TX 79701

TO THE STOCKHOLDERS OF DIAMONDBACK ENERGY, INC.:

The Annual Meeting of Stockholders of Diamondback Energy, Inc. will be held on June 6, 2024 at 9:30 a.m., local time, at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701, for the following purposes:

To elect nine directors to serve until the Company’s 2025 Annual Meeting of Stockholders;

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024; and

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

We are providing access to our proxy materials, including this proxy statement and our 2023 Annual Report on Form 10-K, over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper or email copy of our proxy materials. Those stockholders who request a paper copy of our proxy materials as provided in the Notice of Internet Availability will receive such proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.

DIAMONDBACK ENERGY, INC. • 2024 PROXY STATEMENT 2

Your vote is important. Please carefully consider the proposals and vote in one of these ways:


INTERNET Follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card to vote through the Internet		BY TELEPHONE Follow the instructions on the proxy card to vote by phone		BY MAIL If you request to receive a paper copy of our proxy materials, mark, sign, date and promptly return the proxy card in the postage-paid envelope		ANNUAL MEETING Submit a ballot at the Annual Meeting

Only stockholders of record at the close of business on April 11, 2024 or their proxy holders may vote at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2024. THIS PROXY STATEMENT AND THE COMPANY’S 2023 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.ENVISIONREPORTS.COM/FANG.

By Order of the Board of Directors,

Matt Zmigrosky

Executive Vice President,

Chief Legal and Administrative Officer and Secretary

April 25, 2024

The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on April 25, 2024.

DIAMONDBACK ENERGY, INC. • 2024 PROXY STATEMENT 3

Table of Contents

PROXY SUMMARY	06
VOTING MATTERS	06

PROPOSAL 1: ELECTION OF DIRECTORS	10
DIRECTOR NOMINATIONS	10

CORPORATE GOVERNANCE MATTERS	19
CORPORATE GOVERNANCE HIGHLIGHTS	19
CORPORATE GOVERNANCE GUIDELINES	20
DIRECTOR QUALIFICATIONS AND NOMINATION PROCESS	22
DIRECTOR INDEPENDENCE	23
BOARD LEADERSHIP STRUCTURE	24
BOARD MEETINGS, COMMITTEES AND MEMBERSHIP	25
ANNUAL BOARD AND COMMITTEE EVALUATIONS	28
THE BOARD’S ROLE IN RISK OVERSIGHT	29
STOCKHOLDER ENGAGEMENT	30
CODE OF BUSINESS CONDUCT AND ETHICS	31
COMMUNICATIONS WITH THE BOARD	31
DIRECTOR COMPENSATION	32
CORPORATE RESPONSIBILITY AND SUSTAINABILITY	32

AUDIT COMMITTEE REPORT	38

EXECUTIVE OFFICERS	39

COMPENSATION DISCUSSION AND ANALYSIS	41
EXECUTIVE SUMMARY	41
HIGHLIGHTS OF EXECUTIVE COMPENSATION BEST PRACTICES	44
EXECUTIVE COMPENSATION POLICY AND OBJECTIVES	45
COMPETITIVE BENCHMARKING	46
2023 COMPENSATION PROGRAM DESIGN AND STRUCTURE	48
EXECUTIVE COMPENSATION PROGRAM ELEMENTS	49
OTHER SIGNIFICANT COMPENSATION AND BENEFIT PLANS, POLICIES AND PRACTICES	56
COMPENSATION COMMITTEE REPORT	61
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	61

COMPENSATION TABLES	62
SUMMARY COMPENSATION TABLE	62
2023 GRANTS OF PLAN-BASED AWARDS UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN	64
2023 GRANTS OF PLAN-BASED AWARDS UNDER THE VIPER LTIP	65
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN	65
OUTSTANDING EQUITY AWARDS UNDER THE VIPER LTIP AT FISCAL 2023 YEAR-END	67
STOCK VESTED DURING FISCAL YEAR 2023 UNDER DIAMONDBACK’S EQUITY INCENTIVE PLAN	67
RESTRICTED STOCK UNITS VESTED UNDER THE VIPER LTIP DURING FISCAL YEAR 2023	68
POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION OR CHANGE OF CONTROL FOR FISCAL YEAR 2023	68
PAY RATIO DISCLOSURE	70
PAY VERSUS PERFORMANCE DISCLOSURE	70
2023 EQUITY COMPENSATION PLAN INFORMATION	75
2023 DIRECTOR COMPENSATION	75

STOCK OWNERSHIP	78
HOLDINGS OF MAJOR STOCKHOLDERS	78
HOLDINGS OF OFFICERS AND DIRECTORS	79

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STOCK PERFORMANCE GRAPH	81

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	82
REVIEW AND APPROVAL OF RELATED PARTY TRANSACTIONS	82

PROPOSAL 2: APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION	83
BOARD VOTING RECOMMENDATION	83

PROPOSAL 3: RATIFY THE APPOINTMENT OF OUR INDEPENDENT AUDITORS	84
WHAT AM I VOTING ON?	84
WHAT SERVICES DO THE INDEPENDENT AUDITORS PROVIDE?	84
HOW MUCH WERE THE INDEPENDENT AUDITORS PAID IN 2023 AND 2022?	84
DOES THE AUDIT COMMITTEE APPROVE THE SERVICES PROVIDED BY GRANT THORNTON?	85
WILL A REPRESENTATIVE OF GRANT THORNTON BE PRESENT AT THE MEETING?	85
WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?	85
HAS GRANT THORNTON ALWAYS SERVED AS DIAMONDBACK’S INDEPENDENT AUDITORS?	85
WHAT DOES THE BOARD OF DIRECTORS RECOMMEND?	85

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING	86

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS	90

OTHER MATTERS	91

SCHEDULE A NON-GAAP RECONCILIATIONS	92

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	PROXY SUMMARY

	THE SUMMARY BELOW HIGHLIGHTS SELECTED INFORMATION IN THIS PROXY STATEMENT. PLEASE REVIEW THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES.

— VOTING MATTERS

Proposal	Board Recommendation	Page Reference
Proposal 1: Election of Directors	FOR each Director	10
Proposal 2: Approve, on an Advisory Basis, the Company’s Executive Compensation	FOR	83
Proposal 3: Ratify the Appointment of Our Independent Auditors	FOR	84

Director Nominees

				Committee Memberships
Nominee	Age	Director Since	Independent	Audit	Compensation	Nominating and Corporate Governance	Safety, Sustainability and Corporate Responsibility	Other Current Public Boards
Vincent K. Brooks	65	2020						2
David L. Houston	71	2012						0
Rebecca A. Klein	59	2022						2
Stephanie K. Mains	56	2020						2
Mark L. Plaumann	68	2012						0
Travis D. Stice*	62	2012						1
Melanie M. Trent**	59	2018						2
Frank D. Tsuru	64	2022						0
Steven E. West	63	2011						1

Chairperson

Chairman of the Board

Lead Independent Director

DIAMONDBACK ENERGY, INC. • 2024 PROXY STATEMENT 6

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Stockholder Outreach

As in the past, we conducted a robust stockholder outreach program during 2023 and through the first quarter of 2024 to solicit feedback on our executive compensation programs, environmental, social and corporate governance (ESG) matters, human capital, corporate responsibility and sustainability and other important issues.

2023 and First Quarter 2024 stockholder outreach highlights:

•	Initiated contact with stockholders representing approximately 62% of our outstanding shares as of June 30, 2023
•	Met (telephonically or through video conference) with stockholders representing approximately 41% of our outstanding shares as of June 30, 2022, including six of our 10 largest stockholders
•	Attended approximately 13 virtual or in person investor conferences and hosted approximately 20 virtual or in person bus tours
•	Attained approximately 96.5% favorable stockholder vote for our 2023 say-on-pay proposal

ESG Highlights

•	56% of Diamondback’s current board of directors are gender or ethnically diverse (three female directors and three ethnically diverse directors based on information self-identified by each director of the Company)
•	Amended Diamondback’s governing documents to remove supermajority voting provisions and to provide Diamondback stockholders with the right to call a special meeting
•	Announced execution of a Joint Development Agreement with Verde Clean Fuels, Inc. for the development, construction and operation of a facility to produce commodity-grade gasoline utilizing associated natural gas feedstock supplied from Diamondback’s operations in the Permian Basin
•	Achieved and exceeded goal of implementing continuous emission monitoring systems on Diamondback’s facilities to cover at least 90% of operated oil production by the end of 2023
•	Achieved and exceeded goal of sourcing over 65% of our water used for drilling and completion operations from recycled sources by 2025
•	Released our 2023 Corporate Sustainability Report in September 2023, which included a calculation of Diamondback’s Scope 3 GHG emissions and our 2022 EEO-1 Data
•	Completed the 2023 CDP Water Security Questionnaire and the 2023 CDP Climate Change Questionnaire
•	Received a first-tier score of 87.1% for the 2023 CPA-Zicklin Index of Corporate Political Accountability and Disclosure
•	Joined the Oil & Gas Methane Partnership 2.0 (OGMP 2.0), the flagship oil and gas reporting and mitigation program of the United Nations Environment Programme
•	Established ambitious environmental targets, including initiatives to:

		•	reduce Scope 1 GHG intensity by at least 50% from 2019 levels by 2024;
		•	reduce methane intensity by at least 70% from 2019 levels by 2024;
		•	end routine flaring (as defined by the World Bank) by 2025;
		•	source over 65% of our water used for drilling and completion operations from recycled sources by 2025 *(achieved in 2023)*; and
		•	reduce combined Scope 1 and Scope 2 GHG intensity by at least 50% from 2020 levels by 2030

Diamondback appreciates our social and environmental license to operate as a public oil and gas company in the United States and acknowledges that such license will continue to be largely influenced by our stockholders and the alignment of our ESG approach with their expectations. We regularly engage with our stockholders on ESG matters to ensure alignment. At its core, our environmental strategy recognizes and prepares us for the fact that the United States is transitioning to a lower carbon economy. The foremost authorities on energy demand continue to forecast that oil and gas will account for a substantial portion of global energy demand well into the future, in even the most carbon constrained projections. However, we continue to integrate sustainability into our core, thus allowing for our continued success in the new energy economy.

DIAMONDBACK ENERGY, INC. • 2024 PROXY STATEMENT 7

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As Diamondback’s ESG strategy evolves, management regularly interacts with the board and its committees regarding ESG matters, including its audit committee, compensation committee, nominating and corporate governance committee, and safety, sustainability and corporate responsibility committee. The safety, sustainability and corporate responsibility committee was formed in 2019 to (i) review Diamondback’s policies and performance regarding, and provide guidance on, ESG matt

MESSAGE FROM OUR CHAIRMAN AND CEO

PROXY SUMMARY

— VOTING MATTERS

Director Nominees

Stockholder Outreach

2023 and First Quarter 2024 stockholder outreach highlights:

ESG Highlights