8-K: Diamondback Energy Appoints Darin G. Holderness to Board of Directors

Diamondback Energy, Inc. appoints Darin G. Holderness to its Board of Directors, effective February 3, 2025, increasing the board size to 13.

Summary

• Diamondback Energy has appointed Darin G. Holderness to its Board of Directors, effective February 3, 2025.
• The appointment increases the board size to 13 directors.
• Mr. Holderness will serve until the 2025 annual meeting.
• He has been appointed to the Audit Committee of the Board.
• Mr. Holderness has over 30 years of experience in the energy sector, including roles at P&A Exchange LLC, ProPetro Holding Corp., and Concho Resources.
• He also has experience with KPMG LLP focusing on the energy sector.
• The appointment is connected to Diamondback's obligations under a Stockholders Agreement dated September 10, 2024.
• Mr. Holderness will be compensated according to the company's non-employee director compensation program.
• Diamondback Energy is headquartered in Midland, Texas, and focuses on oil and natural gas reserves in the Permian Basin.

Sentiment

Score: 7

Explanation: The announcement is positive, highlighting the addition of an experienced board member. The tone is optimistic and confident about the future.

Positives

• The addition of Darin G. Holderness brings significant experience in the energy sector to Diamondback Energy's Board.
• His expertise in finance and accounting, particularly his experience as a CFO and with KPMG, should benefit the Audit Committee.
• The appointment fulfills obligations under the Stockholders Agreement, maintaining alignment with key stockholders.
• Mr. Holderness's knowledge of the Permian Basin is expected to complement the Board well.

Future Outlook

The company anticipates Mr. Holderness's skillset will complement the Board well.

Management Comments

• Travis Stice, Chief Executive Officer and Chairman of the Board, stated that Diamondback is excited to add Darin to the Board as the fourth Board member from the Endeavor merger completed late last year.
• Mr. Stice also mentioned that Darin knows the Permian Basin and the Diamondback story well, and he is confident his skillset will complement the Board well.

Industry Context

The appointment of Mr. Holderness, with his extensive experience in the energy sector and particularly in the Permian Basin, aligns with Diamondback's focus on this key region for oil and natural gas production. His background in oilfield services and exploration and production companies suggests a strategic move to strengthen the company's expertise in these areas.

Comparison to Industry Standards

• Diamondback's board composition and compensation practices appear consistent with industry standards for publicly traded oil and gas companies.
• The inclusion of independent directors and the establishment of an Audit Committee are standard corporate governance practices.
• Companies like Pioneer Natural Resources and EOG Resources also have boards with diverse experience in the energy sector.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment positively, given Mr. Holderness's experience and the company's commitment to corporate governance.
• Employees may see this as a sign of stability and growth for the company.
• The appointment could strengthen relationships with key stockholders due to the Stockholders Agreement.

Next Steps

• Mr. Holderness will serve until the 2025 annual meeting of the Company's stockholders.
• Mr. Holderness will participate in the Audit Committee.

Key Dates