20202023   Notice of Annual Meeting of Shareholders and Proxy Statement

June 5, 20209, 2023    |    Dallas, Texas

One Lincoln Centre

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

www.matadorresources.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 5, 20209, 2023

To the Matador Resources Company Shareholders:

Please join us for the 20202023 Annual Meeting of Shareholders of Matador Resources Company. The meeting will be held at the Westin Galleria, San AntonioHilton Dallas Lincoln Centre, Lakeside Ballroom, 13340 Dallas Parkway,5410 LBJ Freeway, Dallas, Texas 75240, onFriday, June 5, 2020, 9, 2023, at 9:30 a.m., Central Daylight Time.

At the meeting, you will hear a report on our business and act on the following matters:

All shareholders of record at the close of business on April 9, 202012, 2023 are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the shareholders of record is available at the Company’s offices in Dallas, Texas.

Depending on concerns aboutBy Order of the novel coronavirus, orCOVID-19, we might hold a virtual annual meeting insteadBoard of holding anin-person meeting. We would publicly announce a determination to hold a virtual annual meeting in a press release available at our website,www.matadorresources.com, as soon as practicable before the meeting. In that event, the annual meeting would be conducted solely virtually, on the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our stockholder list at the virtual annual meeting by visitingwww.virtualshareholdermeeting.com/MTDR2020 and using your control number, but only if we decide to hold a virtual annual meeting.Directors,

YOUR VOTE IS IMPORTANT!

Whether or not you will attend the meeting, please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning your proxy card to the address listed on the card.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on June 5, 2020:9, 2023:

Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 20192022 are available for viewing, printing and downloading athttps://materials.proxyvote.com/576485.

TABLE OF CONTENTS

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Matador Resources Company

One Lincoln Centre

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

www.matadorresources.com

PROXY STATEMENT

For

ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 5, 20209, 2023

This Proxy Statement is being mailed on or about April 23, 202027, 2023 to the shareholders of Matador Resources Company (“Matador” or the “Company”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company to be voted at the Annual Meeting of Shareholders of the Company to be held at the Westin Galleria, San AntonioHilton Dallas Lincoln Centre, Lakeside Ballroom, 13340 Dallas Parkway,5410 LBJ Freeway, Dallas, Texas 75240, on June 5, 2020,9, 2023, at 9:30 a.m., Central Daylight Time (the “Annual Meeting” or the “2020“2023 Annual Meeting”), or at any postponement or adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The address of the Company’s principal executive office is One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240.

If you are a shareholder of record, you may vote in person by attending the meeting, by completing and returning a proxy by mail or by using the Internet or telephone. You may vote your proxy by mail by marking your vote on the enclosed proxy card and following the instructions on the card. To vote your proxy using the Internet or telephone, see the instructions on the proxy form and have the proxy form available when you access the Internet website or place your telephone call.

The named proxies will vote your shares according to your directions. If you sign and return your proxy but do not make any of the selections, the named proxies will vote your shares: (i)FORthe election of the four nominees for director as set forth in this Proxy Statement, (ii) FORthe approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement and (iii) FORthe ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2020.2023. Your proxy may be revoked at any time before it is exercised by filing with the Company a written revocation addressed to the Corporate Secretary, by executing a proxy bearing a later date or by attending the Annual Meeting and voting in person.

The cost of soliciting proxies will be borne by the Company. In addition to the use of postal services and the Internet, proxies may be solicited by directors, officers and employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone.

The outstanding voting securities of the Company consist of issued and outstanding common stock, par value $0.01 per share (the “Common Stock”). The record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof, has been established by the Board as the close of business on April 9, 202012, 2023 (the “Record Date”). As of the Record Date, there were 116,563,969119,183,914 shares of Common Stock outstanding and entitled to vote.

The presence, in person or by proxy, of the holders of record of a majority of the outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting, but if a quorum should not be present, the meeting may be adjourned from time to time until a quorum is obtained. A holder of Common Stock will be entitled to one vote per share on each matter properly brought before the meeting. Cumulative voting is not permitted in the election of directors.

The proxy card provides space for a shareholder to abstain with respect to any or all nominees for the Board. The affirmative vote of a majority of the votes cast by holders of shares present in person or represented by proxy and

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director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” the election of such nominee exceeds the number of votes cast “against” such nominee. See “Corporate Governance—Majority Vote in Director Elections” for additional information regarding election of directors.

The other proposals require the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the meeting. Shares held by a shareholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Other than with respect to the election of directors, an abstention will effectively count as a vote cast against the remaining proposals. Brokernon-votes on any matter as to which the broker has indicated on the proxy that it does not have discretionary authority to vote will be treated as shares not entitled to vote with respect to that matter. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one other matter.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully prior to voting. For more complete information regarding our 20192022 performance, please review our Annual Report on Form10-K for the year ended December 31, 2019.2022.

20202023 Annual Meeting of Shareholders

Voting Matters and Board Recommendation

20192022 Business Highlights

In 2019, we achievedThe year 2022 was a tremendous year for Matador, including record oil,total production, net income, adjusted earnings before interest expense, income taxes, depletion, depreciation and amortization and certain other items (“Adjusted EBITDA”, a non-GAAP financial measure), net cash provided by operating activities and adjusted Free Cash Flow (a non-GAAP financial measure). San Mateo Midstream, LLC (“San Mateo”), our midstream joint venture, also had a record year in 2022, including increased throughput volumes for natural gas gathering and average dailyprocessing, oil equivalent production. gathering and transportation and water handling, as well as record net income and record Adjusted EBITDA. In 2022, both Matador and San Mateo generated free cash flow in all four quarters.

In addition, we increaseddoubled our estimated total proved oilquarterly dividend from $0.05 per share in the first and natural gas reserves 17% assecond quarters of 2022 to $0.10 per share in the third and fourth quarters of 2022. In December 31, 2019, as compared2022, we announced that the Board had again amended the Company’s dividend policy, increasing the quarterly dividend by 50% to December 31, 2018.$0.15 per share. We also paid down debt and ended 2022 with a leverage ratio of 0.1x (calculated in accordance with the Credit Agreement (as defined below) without the application of the maximum available cash set forth in the Credit Agreement), the lowest since we became a public company in 2012.

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Business highlights achieved during 2019 include the following:

Recent Developments

In response to the outbreak of the novel coronavirus, orCOVID-19, along with the actions of Saudi Arabia, other members of the Organization of Petroleum Exporting Countries and Russia (“OPEC+”) and their effects on oil supply and demand and oil prices, in early March 2020, we modified our original 2020 plans to protect our balance sheet by reducing our expected capital spending significantly. We plan to reduce our operated drilling program from six to three rigs, lower certain operating costs and continue to pursue divestitures ofnon-core assets. We are currently evaluating multiple options to optimize our drilling and completions activities and plan to keep two of our three drilling rigs operating in the Stateline asset area in Eddy County, New Mexico, where we are expecting to drill a number of our high potential wells in 2020.

We are also evaluating other options for increasing our cash flow and further reducing operating and capital expenses, if necessary, to protect the balance sheet and our businesses until oil and natural gas prices improve. For instance, in March 2020, Mr. Foran voluntarily agreed to reduce his 2020 base salary by 25%, and our other executive officers and vice presidents voluntarily agreed to reduce their 2020 base salaries by 20% and 10%, respectively.

Environmental, Social and Governance (“ESG”) Initiatives (page 26)Production Growth

Business Highlights

Capital Resources and Financial Highlights

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Environmental, Social and Governance (“ESG”) Initiatives (page 28)

At Matador, we are committed to creating long-term value in a responsible manner. Our aim is to reliably and profitably provide the energy that society needs in a manner that is safe, protects the environment and is consistent with the industry’s best practices and the highest applicable regulatory and legal standards. In alignment with this goal, we maintain an active ESG program that is overseen and supported by senior management and the Board’s Environmental, Social and Corporate Governance Committee. In December 2022, we were pleased to issue Matador’s annual Sustainability Report, which included quantitative metrics aligned with standards developed by an industry leader, the Sustainability Accounting Standards Board (“SASB”). For additional information on the Company’s ESG efforts, see “Corporate Governance—Environmental, Social and Governance (ESG) Initiatives” on page 28. Information included in our Sustainability Report is not incorporated into this Proxy Statement.

Director Nominees (page 12)11)

Our Board currently has 11nine members and one vacancy and is divided into three classes of directors, designated Class I, Class II and Class III. Directors are elected for three-year terms. The table below provides certain summary information about each nominee for director named in this Proxy Statement.Statement:

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Executive Compensation Highlights (page 38)42)

Our Executive Compensation Philosophy

Our compensation program is designed to reward, in both the short term and the long term, performance that contributes to the implementation of our business strategies, maintenance of our culture and values and achievement of our objectives. In addition, we reward qualities that we believe help achieve our business strategies such as:

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INFORMATION ABOUT THE ANNUAL MEETING

We are furnishing you this Proxy Statement in connection with the solicitation of proxies by the Board to be used at the Annual Meeting and any adjournment thereof. The Annual Meeting will be held on Friday, June 5, 2020,9, 2023, at 9:30 a.m., Central Daylight Time. We are sending this Proxy Statement to our shareholders on or about April 23, 2020.27, 2023.

All references in this Proxy Statement to “we,” “our,” “us,” “Matador” or the “Company” refer to Matador Resources Company, including our subsidiaries and affiliates.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will act upon the following matters outlined in the Annual Meeting notice:

What are the Board’s voting recommendations?

Who is entitled to vote?

Shareholders as of the close of business on April 9, 202012, 2023 are eligible to vote their shares at the Annual Meeting. As of the Record Date, there were 116,563,969119,183,914 shares of our Common Stock outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting.

Why did I receive a Notice Regarding the Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?

Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials over the Internet. We have elected to send a separate Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our shareholders instead of a paper copy of the proxy materials. This approach conserves natural resources and reduces the costs of printing and distributing our proxy materials while providing shareholders with a convenient way to access our proxy materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy of proxy materials, including a proxy card or voting instruction form, may be found in the Notice. In addition, shareholders may request to receive future proxy materials in printed form by mail or electronically by email by following the instructions in the Notice. A shareholder’s election to receive proxy materials by mail or email will remain in effect until the shareholder terminates it.

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How do I vote?

You may:

Why did I receive paper copies of proxy materials?

We are providing certain shareholders with paper copies of the proxy materials instead of a separate Notice. If you received a paper copy and would no longer like to receive printed proxy materials, you may consent to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided in your proxy materials. When prompted, indicate that you agree to receive or access shareholder communications electronically in the future.

Will each shareholder in our household receive proxy materials?

Generally, no. To the extent you are receiving printed proxy materials, we try to provide only one set of proxy materials to be delivered to multiple shareholders sharing an address, unless you have given us other instructions. Any shareholder at a shared address may request delivery of single or multiple copies of printed proxy materials for future meetings by contacting us at:

Matador Resources Company

Attention: Investor Relations

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

Email: investors@matadorresources.com

Telephone:(972) 371-5200

We undertake to deliver promptly, upon written or oral request, a copy of proxy materials to a shareholder at a shared address to which a single copy of the proxy materials was delivered. Requests should be directed to Investor Relations at the address or phone number set forth above.

Who will be admitted to the Annual Meeting?

Admission to the Annual Meeting will be limited to our shareholders of record, persons holding proxies from our shareholders, beneficial owners of our Common Stock and our employees. If your shares are registered in your name, we will verify your ownership at the meeting in our list of shareholders as of the Record Date. If your shares are held through a broker, bank or other nominee, you must bring proof of your ownership of the shares. This proof could consist of, for example, a bank or brokerage firm account statement or a letter from your bank or broker confirming your ownership as of the Record Date. You may also send proof of ownership to us at Matador Resources Company, Attention: Corporate Secretary, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240, or email: investors@matadorresources.com, before the Annual Meeting, and we will send you an admission card.

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If I vote via telephone or the Internet or by mailing my proxy card, may I still attend the Annual Meeting?

Yes.

What if I want to change my vote?

You may revoke your proxy before it is voted by submitting a new proxy with a later date (by mail, telephone or the Internet), by voting at the Annual Meeting or by filing a written revocation with our Corporate Secretary. Your attendance at the Annual Meeting will not automatically revoke your proxy.

What constitutes a quorum?

A majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum. If you vote by telephone or Internet or by returning your proxy card, you will be considered part of the quorum. The Inspector of Election will treat shares represented by a properly executed proxy as present at the meeting. Abstentions and brokernon-votes will be counted for purposes of determining a quorum. A brokernon-vote occurs when a nominee holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power for that item and has not received instructions from the beneficial owner.

How many votes will be required to approve a proposal?

The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of each nominee for director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such nominee.

With respect to all other matters, the affirmative vote of the holders of a majority of the shares of Common Stock, present in person or represented by proxy and entitled to vote at the Annual Meeting, is required.

Shares cannot be voted at the Annual Meeting unless the holder of record is present in person or represented by proxy.

Can brokers who hold shares in street name vote those shares if they have received no instructions?

Under the rules of the New York Stock Exchange (“NYSE”), brokers may not vote the shares held by them in street name for their customers and for which they have not received instructions, except with respect to a routine matter. The only matter to be voted on at the Annual Meeting that is considered routine for these purposes is the ratification of the appointment of our independent registered public accounting firm. Accordingly, brokers may not vote your shares on any other matter if you have not given specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote will be counted.

How will you treat abstentions and brokernon-votes?

Shares of a shareholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Other than with respect to the election of directors, an abstention will effectively count as a vote cast against the remaining proposals. Brokernon-votes on any matter, as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, will be treated as shares not entitled to vote with respect to that matter. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one other matter.

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Who pays the solicitation expenses?

We will bear the cost of solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares of Common Stock of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonableout-of-pocket expenses.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting, and we will publish final results in a Current Report on Form8-K that will be filed with the SEC within four business days of the Annual Meeting. You may obtain a copy of this and other reports free of charge atwww.matadorresources.com, by contacting our Investor Relations Department at(972) 371-5200 or investors@matadorresources.com or by accessing the SEC’s website atwww.sec.gov.

Will the Company’s independent registered public accounting firm be available at the Annual Meeting to respond to questions?

Yes. The Audit Committee of the Board has approvedappointed KPMG LLP to serve as our independent registered public accounting firm for the year ending December 31, 2020.2023. Representatives of KPMG LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

Where can I contact the Company?

Our mailing address is:

Matador Resources Company

Attention: Investor Relations

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

Our telephone number is(972) 371-5200.

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PROPOSAL 1 | ELECTION OF DIRECTORS

The Board currently consists of 11nine members with one vacancy and is divided into three classes of directors, designated Class I, Class II and Class III, with the term of office of each director ending on the date of the third annual meeting following the annual meeting at which such director’s class was elected. The number of directors in each class will be as nearly equal as possible. The Class I directors are William M. Byerley, Monika U. Ehrman, Julia P. Forrester Rogers and Kenneth L. Stewart. TheStewart, the terms of Ms. Rogers and Messrs. Byerley and Stewartwhom will each continue until the 20212024 Annual Meeting of Shareholders (the “2021 Annual Meeting”) or his or her earlier death, retirement, resignation or removal. Ms. Ehrman was appointed to the Board following the 2019 Annual Meeting and is therefore a Class I nominee at the 2020 Annual Meeting to hold office until the 2021 Annual Meeting or her earlier death, retirement, resignation or removal. The Class II directors are R. Gaines Baty Craig T. Burkert and Matthew P. Clifton,James M. Howard, the terms of whom will each continue until the 20222025 Annual Meeting of Shareholders or his earlier death, retirement, resignation or removal. Shelley F. Appel is a Class II nominee at the 2023 Annual Meeting to hold office until the 2025 Annual Meeting of Shareholders or her earlier death, retirement, resignation or removal. The Class III directors are Joseph Wm. Foran, Reynald A. Baribault and Timothy E. Parker, and David M. Posner. Messrs. Foran, Baribault and Parker areeach of whom is a Class III director nomineesnominee at the 20202023 Annual Meeting, in each case, to hold office until the 20232026 Annual Meeting of Shareholders or his earlier death, retirement, resignation or removal. Mr. Posner’s term will expire at the 2020 Annual Meeting.

The Board believes that each of the director nominees possesses the qualifications described below in “Corporate Governance—Board Committees—Nominating Committee.” That is, the Board believes that each nominee possesses:

excellent past performance on the Board.

Director Diversity (Including Nominees)

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Core Competencies (Including Nominees)

		Senior Leadership Experience						Energy Industry Experience
		Financial Expertise						Legal and Risk Management and ESG Experience
		Strategic Planning Expertise						ESG Experience
		Capital Markets Experience						Information Technology Expertise

The information provided below is biographical information about each of the nominees, as well as a description of the experience, qualifications, attributes or skills that led the Board to conclude that the individual should be nominated for election as a director of the Company.

Nominees No director or director nominee currently holds, or has held within the past five years, any other directorships with public companies.

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Nominees

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Vote Required

The affirmative vote of a majority of the votes cast by holders of shares present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of each nominee for director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such nominee. If you hold your shares through a broker and you do not instruct the broker how to vote, your broker will not have the authority to vote your shares. Abstentions and brokernon-votes will each be counted as present for purposes of determining the presence of a quorum.

The Board of Directors recommends that you vote FOR each of the nominees.

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Directors Continuing in Office

Biographical information for our directors who are continuing in office is provided below.

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CORPORATE GOVERNANCE

The business affairs of Matador are managed under the direction of the Board in accordance with the Texas Business Organizations Code, the Company’s Amended and Restated Certificate of Formation (the “Certificate of Formation”) and its Amended and Restated Bylaws (the “Bylaws”), each as amended to date. The Board has adopted Corporate Governance Guidelines, which are reviewed annually by the Environmental, Social and Corporate Governance Committee of the Board. The Company has a Code of Ethics and Business Conduct for Officers, Directors and Employees (“Code of Ethics”), which is applicable to all officers, directors and employees of the Company. The Company intends to post any amendments to, and may post any waivers of, its Code of Ethics on the Company’s website to the extent applicable to an executive officer or a director of the Company. The Corporate Governance Guidelines and the Code of Ethics are available on the Company’s website atwww.matadorresources.com under the heading “Investor Relations—Corporate Governance.”

The Board holds regular and special meetings and spends such time on the affairs of the Company as its duties require. During 2019,2022, the Board held eight meetings. The Board also meets regularly innon-management executive sessions in accordance with NYSE regulations. The Corporate Governance Guidelines provide that one of the Company’s independent directors should serve as lead independent director at any time when the chief executive officer serves as the chairman of the board. The lead independent director presides over thenon-managementexecutive sessions of the non-management directors and the independent members of the Board (the “Independent Board”), serves as a liaison between the chairman and the independent directors and performs such additional duties as the Board may otherwise determine and delegate. Because Mr. Foran serves as Chairman of the Board and Chief Executive Officer, our independent directors have appointed Mr. Parker to serve as lead independent director and Mr. Baty to serve as deputy lead independent director. In 2019,2022, all incumbent directors of the Company attended at least 75% of the meetings of the Board and the committees on which they served. It is our policy that each of our directors is expected to attend annual meetings of shareholders.shareholders, except if unusual circumstances make attendance impractical. All of our directors that continued in office throughattended the 20192022 Annual Meeting attended such meeting, except for one director, who was unable to attend due to health reasons.Meeting.

Independence of Directors

The Board makes all determinations with respect to director independence in accordance with the NYSE listing standards and the rules and regulations promulgated by the SEC. The actual determination of whether a director is independent is made by the Board on acase-by-case basis.

In connection with its preparation for the Annual Meeting, the Board undertook its annual review of director independence and considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. In making its determination, the Board applied the NYSE listing standards and SEC rules and regulations.

The Board reviewed the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. After this review, our Board determined that 10eight of our 11nine current directors are “independent directors” as defined under the rules of the SEC and the NYSE: Mmes. Ehrman and Rogers and Messrs. Baribault, Baty, Burkert, Byerley, Clifton,Howard, Parker Posner and Stewart. In addition, Ms. Appel, who is a nominee to serve on the Board, is the daughter of Mr. Foran and would not be considered an “independent director” as defined under the rules of the SEC and the NYSE if she is elected to the Board at the 2023 Annual Meeting. No member of or nominee for our Board other than Ms. Appel and Mr. Foran has a family relationship with any executive officer or other members of our Board.

Majority Vote in Director Elections

On December 21, 2016, the Board amended the Bylaws to implement a majority voting standard in uncontested director elections. Pursuant to the Bylaws, in an election of directors at a meeting of shareholders at which a quorum is present, (i) if the number of nominees exceeds the number of directors to be elected (a “contested election”), directors shall be elected by a plurality of the votes cast by the holders of shares present in person or

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represented by proxy and entitled to vote on the election of directors at such meeting and (ii) in an election of directors that is not a contested election (an “uncontested election”), such as that being held at the Annual Meeting, directors shall be elected by a majority of the votes cast by the holders of shares present in person or

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Mr. Baty, as deputy lead independent director, may also carry out the above duties in the absence of or at the direction of Mr. Parker, as lead independent director.

Board Committees

The standing committees of the Board are the Audit Committee, Environmental, Social and Corporate Governance Committee, Executive Committee, Nominating Committee and Strategic Planning and Compensation Committee. The Board has also established the following advisory committees: Capital Markets and Finance Committee, Marketing and Midstream Committee, Operations and Engineering Committee and Prospect Committee. Each of the standing committees is governed by a charter, and a copy of the charters of each of these committees is available on the Company’s website atwww.matadorresources.com under the heading “Investor Relations—Corporate Governance.” Director membership of all of our standing and advisory committees is identified below, as of April 9, 2020.12, 2023.

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We anticipate that Ms. Appel will be appointed to the Capital Markets and Finance Committee following the 2023 Annual Meeting.

Audit Committee

The Audit Committee assists the Board in monitoring:

In addition, the Audit Committee is charged with the (i) review of compliance with our Code of Ethics.Ethics and (ii) oversight of the Company’s guidelines and policies to govern the process by which risk assessment and risk management are undertaken by management, including with respect to corporate governance, financial, accounting, operational, environmental, health and safety, regulatory and cybersecurity risks.

As of April 9, 2020,12, 2023, the Audit Committee consisted of Ms. Rogers and Messrs. Baribault, Burkert, Byerley, CliftonHoward and Parker, each of whom is independent under the rules of the SEC and the NYSE. Mr. Byerley is the chair of the Audit Committee. SEC rules require a public company to disclose whether or not its audit committee has an “audit committee financial expert” as defined by applicable SEC rules and regulations. Our Board has determined that each of Messrs. Burkert, Byerley Clifton and Parker is an “audit committee financial expert.” During 2019,2022, the Audit Committee met fivefour times.

Environmental, Social and Corporate Governance Committee

The Environmental, Social and Corporate Governance Committee is responsible for periodically reviewing and assessing our Corporate Governance Guidelines and Code of Ethics and making recommendations for changes thereto to the Board, reviewing any other matters related to our corporate governance, unless the authority to conduct such review has been retained by the Board or delegated to another committee, and overseeing the process for evaluation of the Board and management. In 2020, theThe Environmental, Social and Corporate Governance Committee (formerly the Corporate Governance Committee), in conjunction with the Company’s CEO, wasChief Executive Officer, also delegated oversight authority with respectoversees and makes recommendations to ESGthe Board regarding sustainability matters relevant to the Company’s operations, including ESG-related matters.

As of April 9, 2020,12, 2023, the Environmental, Social and Corporate Governance Committee consisted of Mmes. Ehrman and Rogers and Messrs. Baribault, Baty, Burkert, Byerley, Clifton, PosnerHoward, Parker and Stewart, each of whom is independent under the rules of the SEC and the NYSE. Ms. Rogers is the chair of the Environmental, Social and Corporate Governance Committee. During 2019,2022, the Environmental, Social and Corporate Governance Committee met four times.

Executive Committee

The Executive Committee has authority to discharge all the responsibilities of the Board in the management of the business and affairs of the Company, except where action of the full Board is required by statute or by our Certificate of Formation or Bylaws, each as amended to date. As of April 9, 2020,12, 2023, the Executive Committee consisted of Ms. Ehrman and Messrs. Foran, Baribault, Baty, Parker and Parker.Stewart. Mr. Foran is the chair of the Executive Committee. During 2019,2022, the Executive Committee met two times.did not meet.

Nominating Committee

The Nominating Committee has the following responsibilities:

anniversary date of the date the Company’s proxy statement was mailed in connection with the previous year’s annual meeting of shareholders.

The Nominating Committee believes that a potential director of the Company must demonstrate that such candidate has:

•

relevant knowledge and a depth and diversity of background and experience at the policy-making level in business, government or education; a balance with the business knowledge and experience of the incumbent or nominated directors; 2020 Proxy Statement|  Matador Resources Company        23     CORPORATE GOVERNANCE     availability and willingness to devote adequate time to Board duties; • a balance of the business interest and experience of the incumbent or nominated directors;   any unfilled expertise needed on the Board or one of its committees; • availability and willingness to devote adequate time to Board duties;   character, judgment and ability to make independent analytical, probing and other inquiries; • any unfilled expertise needed on the Board or one of its committees;   willingness to exercise independent judgment while remaining willing to listen and learn from the other directors and the Company’s staff; and • ability to make independent analytical, probing and other inquiries;   • personal qualities of leadership, character, judgment and a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; financial independence to ensure such candidate will not be financially dependent on director compensation. • willingness to exercise independent judgment while remaining willing to listen and learn from the other directors and the Company’s staff; and • financial independence to ensure such candidate will not be financially dependent on director compensation. In the case of an incumbent director, the Nominating Committee will also consider such director’s past performance on the Board. The Nominating Committee or the Advisory Committee may identify potential nominees by asking, from time to time, current directors and executive officers for their recommendation of persons meeting the criteria described above who might be available to serve on the Board. The Nominating Committee or the Advisory Committee may also engage firms that specialize in identifying director candidates. As described above, the Nominating Committee and Advisory Committee will also consider candidates recommended by shareholders. Ms. Appel, a nominee at the 2023 Annual Meeting, was recommended to serve on our Board by Mr. Stewart. Once a person has been identified by the Nominating Committee or the Advisory Committee as a potential candidate, the Nominating Committee or the Advisory Committee will make an initial determination regarding the need for additional Board members to fill vacancies or expand the size of the Board. If the Nominating Committee or the Advisory Committee determines that additional consideration is warranted, the Nominating Committee or the Advisory Committee will review such information and conduct interviews as it deems necessary to fully evaluate each director candidate. In addition to the qualifications of a candidate, the Nominating Committee or the Advisory Committee will consider such relevant factors as it deems appropriate, including the current composition of the Board, the evaluations of other prospective nominees and the need for any required expertise on the Board or one of its committees. The Nominating Committee or the Advisory Committee also contemplates multiple dynamics that promote and advance diversity among the members of the Board. Although the Nominating Committee does not have a formal diversity policy, the Nominating Committee considers a number of factors regarding diversity of personal and professional backgrounds, gender, race, age, specialized skills and acumen and breadth of experience in energyoil and natural gas exploration and production, midstream and marketing, executive leadership, accounting, finance or law. The Nominating Committee does not discriminate based upon race, religion, gender, national origin, age, disability, citizenship or any other legally protected status. The Nominating Committee’s evaluation process will not vary based on whether or not a candidate is recommended by a shareholder. Strategic Planning and Compensation Committee The Strategic Planning and Compensation Committee (the “Compensation Committee”) has the following responsibilities:   assists the Board and the independent members of the Board (the “Independent Board”) in the discharge of their fiduciary responsibilities relating to the fair and competitive compensation of our executive officers; • assists the Board and the Independent Board in the discharge of their fiduciary responsibilities relating to the fair and competitive compensation of our executive officers;   provides overall guidance with respect to the establishment, maintenance and administration of our compensation programs, including stock and benefit plans;26        Matador Resources Company  |2023 Proxy Statement     CORPORATE GOVERNANCE     oversees and advises the Board and the Independent Board on the adoption of policies that govern our compensation programs; • provides overall guidance with respect to the establishment, maintenance and administration of our compensation programs, including stock and benefit plans;   recommends to the Board the strategic, tactical and performance goals of the Company, including those performance and tactical goals that relate to performance-based compensation, including but not limited to goals for production, reserves, cash flows and shareholder value; and • oversees and advises the Board and the Independent Board on the adoption of policies that govern our compensation programs;   • recommends to the Board the strategic, tactical and performance goals of the Company, including those performance and tactical goals that relate to performance-based compensation, including but not limited to goals for production, reserves, cash flows and shareholder value; in conjunction with the Company’s CEO, oversees management succession planning. • in conjunction with the Company’s CEO, oversees management succession planning; and • produces and approves the annual Compensation Committee Report on executive compensation for inclusion in the Company’s Annual Report on Form 10-K and/or annual proxy statement in accordance with applicable rules and regulations of the SEC and the NYSE. The Strategic Planning and Compensation Committee has the authority to form and delegate authority and responsibilities to subcommittees of its members, so long as any subcommittee consists of at least two members. 24        Matador Resources Company  |2020 Proxy Statement   CORPORATE GOVERNANCE          members of the Compensation Committee. As of April 9, 2020,12, 2023, the Strategic Planning and Compensation Committee consisted of Ms. Ehrman and Messrs. Baribault, Baty, Burkert, Parker and Stewart, each of whom is independent under the rules of the SEC and the NYSE and a“non-employee director” pursuant to Rule16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Baty is the chair of the Strategic Planning and Compensation Committee. During 2019,2022, the Strategic Planning and Compensation Committee met eightsix times. Capital Markets and Finance Committee The Capital Markets and Finance Committee provides oversight of the Company’s financial objectives, financial policies, capital structure and financing requirements. As of April 9, 2020,12, 2023, the members of the Capital Markets and Finance Committee were Ms. Rogers and Messrs. Foran, Howard, Parker and Stewart. Mr. Parker is the chair of the Capital Markets and Finance Committee. We anticipate that Ms. Appel will be appointed to the Capital Markets and Finance Committee following the 2023 Annual Meeting. Marketing and Midstream Committee The Marketing and Midstream Committee provides oversight of the Company’s marketing and midstream activities, projects, joint ventures and plans. As of April 9, 2020,12, 2023, the members of the Marketing and Midstream Committee were Ms. Ehrman and Messrs. Burkert, Byerley Clifton, Posner and Stewart.Howard. Ms. Ehrman and Mr. Clifton is the chairHoward serve as co-chairs of the Marketing and Midstream Committee. Operations and Engineering Committee The Operations and Engineering Committee provides oversight of the development of our prospects, our drilling, completions and production operations and associated costs. In addition, the Operations and Engineering Committee provides oversight of the amount and classifications of our reserves and the design of our completion techniques and hydraulic fracturing operations and various other reservoir engineering matters. As of April 9, 2020,12, 2023, the members of the Operations and Engineering Committee were Ms. Ehrman and Messrs. Baribault Foran and Posner.Foran. Mr. Baribault is the chair of the Operations and Engineering Committee. Prospect Committee The Prospect Committee provides oversight of the technical analysis, evaluation and selection of our oil and natural gas prospects. As of April 9, 2020,12, 2023, the members of the Prospect Committee were Ms. Ehrman and Messrs. Baribault, Foran and Parker. Mr. Baribault is the chair of the Prospect Committee. 2023 Proxy Statement|  Matador Resources Company        27     CORPORATE GOVERNANCE   Board’s Role in Risk Oversight   The Audit Committee has the responsibility to oversee the Company’s guidelines and policies to govern the process by which risk assessment and risk management are undertaken by management.management, including with respect to corporate governance, financial, accounting, operational, environmental, health and safety, regulatory and cybersecurity risks. In connection with the Audit Committee’s oversight responsibility, executive management briefs the Audit Committee on a quarterly basis on risks faced by the Company. Under the Audit Committee’s oversight, management maintains a commercial insurance program for the Company’s benefit covering casualty, property, workers’ compensation, well operations and cybersecurity risks, among others. The Strategic Planning and Compensation Committee has the responsibility to oversee that our incentive pay does not encourage unnecessary risk taking and to review and discuss the relationship between risk management policies and practices, corporate strategy and senior executive compensation. Environmental, Social and Governance (ESG) Initiatives 2020 Affirmation of Our Commitment At Matador, we are committed to creating long-term value in a responsible manner. This commitment extends across our operations and includes a dedication to excellence with respect to environmental, social and governance (ESG) matters. Our guiding focus on good stewardship is reflected in our Code of Ethics and in our Corporate Governance Guidelines, which are reviewed annually by the Environmental, Social and Corporate Governance Committee of the Board. See “Corporate Governance” on page 21 for additional information. Oversight and Coordination of ESG Efforts The Board and senior management understand the importance of ESG matters and of supporting the Company’s ongoing efforts in this area. Matador’s senior management and full Board receive regular updates on our ESG efforts and engage with us to pursue continuous improvement in this area. The Environmental, Social and Corporate Governance Committee leads the Board’s oversight of Matador’s sustainability practices. In conjunction with senior management, the committee has direct accountability to review and evaluate sustainability practices, risks and strategies and to make recommendations to the full Board regarding sustainability matters. The Audit Committee also has responsibility through its role overseeing risk assessment and risk management processes, including with respect to operational, environmental, health and safety and regulatory risks. Progress in Enhancing ESG Reporting In continuing to raise the profile of the Company’s ongoing ESG-related initiatives externally, we recognize the growing value to stakeholders of consistent and comparable ESG disclosures. In early 2021, we retained Ms. Appel to conduct a review of industry ESG reporting practices and to serve as a dedicated single-focal point for our various ESG efforts. In May 2021, Matador published sustainability metrics aligned with standards developed by the Sustainability Accounting Standards Board (SASB), and in July 2021, Matador published an update providing supplemental information to the Company’s initial report on these SASB-aligned ESG metrics. In December 2022, Matador issued its annual Sustainability Report, which was first issued in December 2021. This report highlights Matador’s continued progress and improvements in its operating practices, including the quantitative metrics aligned with the SASB standards noted above, and should provide Matador’s stakeholders and interested parties with a standardized platform for evaluating the Company’s recent performance and future progress. Matador’s annual Sustainability Report, including the SASB-aligned sustainability metrics, is available on the Company’s website at www.matadorresources.com/sustainability. Information included in our Sustainability Report or otherwise included on our website is not incorporated into this Proxy Statement|Statement. 28        Matador Resources Company  25|2023 Proxy Statement     CORPORATE GOVERNANCE   Ongoing Shareholder Engagement In 2022 and early 2023, members of our Board and management team had conversations with a number of investors regarding our business and our investors’ priorities, consistent with Matador’s regular practice. In addition, members of our management team attended seven investor conferences, hosted 14 roadshows and participated in various investor presentation events and calls. Feedback from these conversations was shared with the Board and served as a valuable input to the enhanced ESG disclosures that we made over the last year. We appreciate the relationship building that results from cultivating these open dialogues and remain committed to engaging shareholders regularly. ESG Performance Highlights Highlights from the Company’s 2022 ESG initiatives are shown below.(1) Environmental Continued Reduction of Per-Barrel Emissions(2) •  More than 80% reduction in flaring emissions intensity from 2019 to 2022 •  More than 60% reduction in methane emissions intensity from 2019 to 2022 •  More than 40% reduction in direct greenhouse gas emissions intensity from 2019 to 2022 Increased Use of Non-Fresh Water, Including Recycled Water •  Over 95% of the total water consumed in 2022 was non-fresh water(3) •  Over 70% of operated wells completed in 2022 utilized recycled produced water(4) Increased Transportation by Pipeline •  99% of operated produced water transported by pipeline in 2022 •  89% of operated produced oil transported by pipeline in 2022 2023 Proxy Statement|  Matador Resources Company        29       CORPORATE GOVERNANCE          Environmental, Social and Governance Initiatives We maintain an active ESG program and continued working in 2019 to improve upon our various ESG efforts. In 2020, the Environmental, Social and Corporate Governance Committee (formerly the Corporate Governance Committee), in conjunction with the Company’s CEO, was delegated oversight authority with respect to ESG matters.   1 The sustainability metrics included herein have been calculated using the best information available to the Company at the time of the preparation of this proxy statement. The data utilized in calculating such metrics is subject to certain reporting rules, regulatory reviews, definitions, calculation of methodologies, estimates, adjustments and other factors. As a result, these metrics are subject to change from time to time as updated or other information becomes available. The metrics provided reflect both Matador’s gross operated exploration and production operations and San Mateo’s gross operated midstream operations on a consolidated basis, except where otherwise noted. 2 Emissions and flared volumes are calculated in accordance with Environmental Protection Agency standards and reflect only Matador’s gross operated exploration and production volumes. 3 Fresh water is defined as <1,000 mg/L total dissolved solids and includes Matador’s gross operated volumes for hydraulic fracturing and completions operations, as well as estimates for Matador’s other operations. 4 As some portion of the total fluid used for hydraulic fracturing operations. Environmental Social   Maintaining Commitment to a Proactive Safety Culture •   Reducing emissions  Zero employee lost time incidents during approximately 3.3 million employee man-hours from 2017 to 2022 •   Recycling, protecting and using water resources prudently •   Eliminating trucking by transporting oil and water on pipe •   Reducing our surface footprint with fewer pads and increased batch drilling   Social Investing in Human Capital •   Commitment to a proactive safety culture •   Over 17,000  Provided approximately 16,000 hours of employee continuing education, equating to approximately 50 hours per employee in 20192022 Supporting Military Veterans   •  Congressional Medal of Honor Foundation •   Support for communities  Michael E. Thornton Foundation Supporting Communities & Charities Where We Live, Work, and charities where we live, workOperate •  Continued donations of food to the North Texas Food Bank and operate •   Over 1.4 million employeeman-hoursof toys to the Sheriff’s Offices and no lost time accidents since 2017Courthouses in New Mexico’s Eddy and Lea Counties in 2022   Governance   Diverse and Independent Board Composition Governance•  Lead independent director   •  Eight of nine independent directors •  One minority and two female directors •  Female membership since inception of predecessor company in 1988   •   Majority voting standard for election of ourEngaged Board of Directors with Majority Voting Standard •  No “overboarding” •  Shareholder Advisory Committee for Board Nominations Active shareholderStakeholder Engagement •  Shareholder outreach program, including discussion of compensation, governance, social, safety and environmental practices and disclosures •   Anonymous whistleblower reporting program For more information regarding the Company’s ESG initiatives, please see the Company’s website atwww.matadorresources.com under the heading “Investor Relations—ESG.” 26        Matador Resources Company  |2020 Proxy Statement   CORPORATE GOVERNANCE          Strategic Planning and Compensation Committee Interlocks and Insider Participation   Ms. Ehrman and Messrs. Baribault, Baty, Burkert, Parker and Stewart served on the Strategic Planning and Compensation Committee during 2019.2022. None of these individuals is or was previously one of our officers or employees. None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or Strategic Planning andthe Compensation Committee. No member of our Board serves as an executive officer of a company in which one of our executive officers serves as a member of the board of directors or 30        Matador Resources Company  |2023 Proxy Statement     CORPORATE GOVERNANCE   compensation committee of that company. There were no compensation committee interlocks during 2019.2022. Mr. Baribault’ssister-in-law is an employee of the Company. For more information on this related partyperson transaction, see “Transactions with Related Persons.” Communications with Directors   The Board has established a process to receive communications from shareholders and other interested parties by mail. Shareholders and other interested parties may contact any member of the Board, any Board committee or the entire Board. To communicate with the Board, any individual director or any committee, correspondence should be addressed to the Board. All such correspondence should be sent “c/o Corporate Secretary” at One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240. Shareholders should mark the envelope containing any such communication as “Shareholder Communication with Directors” and clearly identify the intended recipient or recipients of the communication. The Corporate Secretary will review and forward correspondence to the appropriate person or persons.persons as expeditiously as reasonably practicable. However, any such communication will not be forwarded if it does not fall within the scope of matters generally considered by the Board or otherwise fails to comply with the requirements of any applicable policy adopted by the Board relating to the subject matter of communications. Any communications to the Company from one of the Company’s officers or directors will not be considered “shareholder communications.” Communications to the Company from one of the Company’s employees or agents will only be considered “shareholder communications” if they are made solely in such employee’s or agent’s capacity as a shareholder. Any shareholder proposal submitted pursuant to Rule14a-8 promulgated under the Exchange Act will not be viewed as “shareholder communications.” Executive Officers and Other Senior Officers of the Company   The following table sets forth the names, ages and positions of our executive officers and certain of our other senior officers at April 9, 2020:12, 2023:   Name   Age   Positions Held With Us Executive Officers     Joseph Wm. Foran   67 70   Chairman of the Board and Chief Executive Officer Matthew V. Hairford 59 President David E. Lancaster 63 Executive Vice President and Chief Financial Officer Craig N. Adams 53 Executive Vice President and Chief Operating Officer—Land, Legal & Administration Billy E. Goodwin   62 65   Executive Vice President and Chief Operating Officer—Drilling, Completions & Production President—Operations Van H. Singleton, II   42 45   Executive Vice President of President—Land, Acquisitions & Divestitures and Planning Bradley M. RobinsonCraig N. Adams   65 56   Executive Vice President, Co-Chief Operating Officer, Chief of Reservoir EngineeringStaff and Chief Technology OfficerCorporate Secretary G. Gregg Krug   59 62   Executive Vice President—Marketing and& Midstream Strategy Other Senior OfficersBrian J. Willey   46 Chief Financial Officer, President of Midstream Operations and Executive Vice President W. Thomas Elsener   38 Executive Vice President—Reservoir Engineering and Senior Asset Manager Other Senior Officers Christopher P. Calvert   41 Senior Vice President of Operations W. Thomas Elsener44   35 Senior Executive Vice President of Reservoir Engineering and Senior Asset ManagerCo-Chief Operating Officer Bryan A. Erman   42 45   Senior Executive Vice President andCo-General General Counsel and Head of M&A Michael D. Frenzel 41 Executive Vice President and Treasurer Edmund L. Frost, III PhD   45 48   Senior Executive Vice President of GeoscienceGeosciences Robert T. Macalik   41 44   Senior Executive Vice President and Chief Accounting Officer Matthew D. Spicer 52 Senior Vice President and General Manager of Midstream Glenn W. Stetson   35 38   Senior Executive Vice President of President—Production and Asset Manager BrianJonathan J. WilleyFilbert   43 36   Senior Vice President andCo-General CounselPresident—Land   20202023 Proxy Statement|  Matador Resources Company        2731       CORPORATE GOVERNANCE          Each of Matthew V. Hairford, who served as President during 2022, and David E. Lancaster, who served as Executive Vice President and Chief Financial Officer during 2022, retired effective March 31, 2022. From March 31, 2022 to February 16, 2023, Mr. Frenzel served as the Company’s principal financial officer. On February 16, 2023, Mr. Willey was promoted to Chief Financial Officer, President of Midstream Operations and Executive Vice President and assumed the role of principal financial officer as of this same date. The following biographies describe the business experience of our executive officers and the senior officers listed above. Each officer serves at the discretion of our Board. There are no family relationships among any of our executive officers. Executive Officers   Mr. Joseph Wm. Foran       Chairman of the Board and Chief Executive Officer    Please see the biography of Mr. Foran on page 1213 of this Proxy Statement.   Mr. Matthew V. HairfordBilly E. Goodwin          President President—Operations    Mr. HairfordGoodwin joined Matador Resources Company in July 20042010 as its Drilling Manager. HeIn September 2013 he was named Vice President of DrillingDrilling. He was promoted to Senior Vice President—Operations in May 2005;February 2016 and to Executive Vice President and Head of Operations in May 2006;August 2017. He assumed the role of Executive Vice President of and Chief Operating Officer—Drilling, Completions & Production in April 2019 and became Matador’s President—Operations in May 2009; and in November 2013 assumed the title of President.March 2022. He was previously with Samson Resources, an exploration and productiona company he joined in 2001 to supervise the drilling of underbalanced multilateral horizontal wells. In his roles as Senior Drilling Engineer having joinedand Area Drilling Manager for Samson, Mr. Goodwin engineered and managed operations in 1999. His responsibilities there included difficultthe Permian Basin, South Texas, East Texas, Mid-Continentand Louisiana Gulf Coast projects, horizontal drilling projects and astart-up drilling program in Wyoming. The scope of this work ranged from multi-lateral James Lime wells in East Texas to deep wells in South Texas and South Louisiana.areas. Mr. Hairford has drilled manygeo-pressured wells in Texas and Louisiana, along with normally pressured wells in Southwest Wyoming and East Texas. Additional responsibilities included a horizontal well program in Roger Mills County, Oklahoma at 15,000 feet vertical depth. Mr. Hairford has experience in air drilling, underbalanced drilling, drilling under mud caps and high temperature and pressure environments. From 1998 to 1999, Mr. Hairford served as Senior Drilling Engineer with Sonat, Inc., a global company involved with natural gas transmission and marketing, oil and natural gas exploration and production and oil services. His responsibilities included drilling Pinnacle Reef wells in East Texas and deep horizontal wells in the Austin Chalk field in Central Louisiana. From 1984 to 1998, Mr. Hairford served in various drilling engineering capacitiesGoodwin worked with Conoco, Inc. His operational areas included the Appalachian Basin, Illinois Basin, Permian Basin, Texas Panhandle and Val Verde Basin. Mr. Hairford was selected as a member of a three-person team to explore the use of unconventional technologies to identify a potential step change in the drilling sector. Multiple techniques were evaluated and tested, including declassified defense department technologies. Additional Conoco assignments included both field and office drilling positions in Midland, Texas and Oklahoma City, Oklahoma. Earlier in his career with Conoco, Mr. Hairford was selected to participate in the Conoco Drilling Rig Supervisor Training Program in Houston, Texas. This program consisted of two years working a regular rotation as a drilling representative on rigs and as a drilling engineer in various domestic offices. Mr. Hairfordbefore joining Samson. He began his career in 1984 with Conoco1985 in a fieldConoco’s production assignmentdepartment before joining the drilling department in Hobbs, New Mexico.1989. Mr. HairfordGoodwin has diverse horizontal operational experience both onshore and offshore, and both domestically and internationally, including in the Middle East, Southeast Asia and South America. Throughout his career, Mr. Goodwin has developed underbalanced drilling, managed pressure drilling and drill-in casing techniques for normal and geo-pressured environments. Mr. Goodwin received hisa Bachelor of Science degree in Petroleum Engineering Technology from Oklahoma State University in 1984. He is an activea member of the Society of Petroleum Engineers and the American Association of Drilling Engineers,Engineers. Mr. Goodwin served in the American Petroleum Institute and the Society of Petroleum Engineers. He is also a member of the board of the Texas Independent Producers and Royalty Owners (TIPRO). Mr. Hairford has also undertaken additional training through Stanford University’s Executive Education programs, including the Stanford Graduate School of Business flagship six week Stanford Executive Program.United States Marine Corps.   Mr. David E. LancasterVan H. Singleton, II          Executive Vice President President—Land, Acquisitions & Divestitures and    Chief Financial Officer Planning    Mr. LancasterSingleton joined Matador Resources Company in December 2003August 2007 as a Landman and serves aswas promoted to Senior Staff Landman in 2009 and then to General Land Manager in 2011. In September 2013, Mr. Singleton became Vice President of Land, and he was promoted to Executive Vice President of Land in February 2015. He became the Company’s President—Land, Acquisitions & Divestitures and Chief Financial Officer. Mr. Lancaster has servedPlanning in several capacities sinceMarch 2022. Prior to joining Matador, including ViceMr. Singleton founded and was President of Business Development, AcquisitionsVanBrannon and FinanceAssociates, LLC and Southern Escrow and Title of Mississippi, LLC from December1998 to 2003, to May 2005; Vice Presidentwhich provided full-spectrum land title work and Chief Financial Officer from May 2005 to May 2007;title insurance in Mississippi, Louisiana, Texas and Executive Vice President and Chief Financial Officer since May 2007. He alsoArkansas. From 2003 until joining Matador in 2007, he served as Chief Operating Officergeneral manager of his family’s real estate brokerage in Houston, Texas. Mr. Singleton received a Bachelor of Arts degree from May 2009the University of Mississippi in 2000. He is an active member of the American Association of Professional Landmen, the New Mexico Landman Association, the Permian Basin Landman Association and the Dallas Association of Petroleum Landmen.   2832        Matador Resources Company  |20202023 Proxy Statement         CORPORATE GOVERNANCE       Mr. Craig N. Adams to May 2015. From August 2000 to December 2003, he was Marketing Manager for Schlumberger Limited’s Data & Consulting Services, which provided full-field reservoir characterization, production enhancement, multidisciplinary reservoir and production solutions and field development planning. In this position, he was responsible for global marketing strategies, business models, input to research and development, commercialization of new products and services and marketing communications. From 1999 to 2000, Mr. Lancaster was Business Manager, North and South America, for Schlumberger Holditch-Reservoir Technologies, the petroleum engineering consulting organization formed following Schlumberger’s acquisitions of S.A. Holditch & Associates, Inc. and Intera Petroleum Services. In this role, he was responsible for the business operations of 12 consulting offices throughout North and South America. Mr. Lancaster worked with Schlumberger for six years following its acquisition of S.A. Holditch & Associates, Inc. in 1997. He joined S.A. Holditch & Associates in 1980, and was one of the principals in the petroleum engineering consulting firm. Between 1980 and 1997, Mr. Lancaster held positions ranging from Senior Petroleum Engineer to Senior Vice President—Business Development. In this latter role, he was responsible for marketing and sales, as well as the company’s commercial training business. During most of his tenure at S.A. Holditch & Associates, Inc., Mr. Lancaster was a consulting reservoir engineer with particular emphasis on characterizing and improving production from unconventional natural gas reservoirs. For more than seven years during this time, he was the Project Manager for the Gas Research Institute’s Devonian Shales applied research projects investigating ways to improve reservoir characterization, completion practices and natural gas recovery in low permeability, natural gas shale reservoirs. He was also the lead reservoir engineer for the Secondary Gas Recovery project sponsored by the Gas Research Institute and the U.S. Department of Energy, looking at ways to improve recovery from compartmentalized natural gas reservoirs in North and South Texas. Mr. Lancaster began his career as a reservoir engineer for Diamond Shamrock Corporation in 1979. Mr. Lancaster received Bachelor and Master of Science degrees in Petroleum Engineering from Texas A&M University in 1979 and 1988, respectively, graduating summa cum laude. He has authored orco-authored more than 50 technical papers and articles, as well as numerous other published reports and industry presentations. He is a member of the Society of Petroleum Engineers, and he served as a charter member and former Vice Chairman of the Texas A&M University Petroleum Engineering Advisory Board. In 2014, Mr. Lancaster was inducted into the Texas A&M University Petroleum Engineering Academy of Distinguished Graduates. Mr. Lancaster is a Licensed Professional Engineer in the State of Texas. In 2017, Mr. Lancaster was named CFO of the Year—Upper Middle Market, Public by Dallas Business Journal and he was named to Institutional Investors’ 2018 and 2020All-American Executive Team for Midcap and Small Cap Companies, recognized as one of the top two Chief Financial Officers in Energy: Oil and Gas Exploration and Production.   Mr. Craig N. Adams Executive Vice President, Co-Chief Operating Officer, Chief of Staff and Corporate Secretary         Executive Vice President    and Chief Operating Officer—    Land, Legal & Administration Mr. Adams joined Matador Resources Company in September 2012 as its Vice President and General Counsel. In July 2013, Mr. Adams was promoted to Executive Vice President—Land and Legal and became Executive Vice President—Land, Legal & Administration in June 2015. He assumed the role of Executive Vice President and Chief Operating Officer—Land, Legal & Administration in April 2019.2019, and became Executive Vice President, Co-Chief Operating Officer, Chief of Staff and Corporate Secretary in March 2022. Before joining Matador Resources Company, Mr. Adams was a partner with Baker Botts L.L.P. from March 2001 to September 2012 where he focused his practice on securities, mergers and acquisitions and corporate governance matters. He was a partner with Thompson & Knight L.L.P. from January 1999 to February 2001 and an associate from September 1992 to December 1998. Mr. Adams received a Bachelor of Business Administration degree in Finance from Southern Methodist University in 1988 and his law degree in 1992 from Texas Tech University School of Law, where he graduated magna cum laude and was a member of the Order of the Coif and a Comment Editor ofon the Texas Tech Law Review. In 2018, he was named D CEO Magazine’s Outstanding General Counsel—Midsize Legal Department.   2020 Proxy Statement|  Matador Resources Company        29     CORPORATE GOVERNANCE  Mr. G. Gregg Krug       Mr. Billy E. Goodwin    Executive Vice President and    Chief Operating Officer—    Drilling, Completions &    Production Mr. Goodwin joined Matador Resources Company in July 2010 as Drilling Manager. In September 2013 he was named Vice President of Drilling for the Company, and he was promoted to Senior Vice President—Operations in February 2016 and to Executive Vice President and Head of Operations in August 2017. He assumed the role of Executive Vice President and Chief Operating Officer—Drilling, Completions & Production in April 2019. He was previously with Samson Resources, a company he joined in 2001 to supervise the drilling of underbalanced multilateral horizontal wells. In his roles as Senior Drilling Engineer and Area Drilling Manager for Samson, Mr. Goodwin engineered and managed operations in the Permian Basin, South Texas, East Texas,Mid-Continent and Gulf Coast areas. Mr. Goodwin worked with Conoco, Inc. before joining Samson. He began his career in 1985 in Conoco’s production department before joining the drilling department in 1989. Mr. Goodwin has diverse horizontal operational experience both onshore and offshore, and both domestically and internationally, including in the Middle East, Southeast Asia and South America. Throughout his career, Mr. Goodwin has developed underbalanced drilling, managed pressure drilling anddrill-in casing techniques for normal andgeo-pressured environments. Mr. Goodwin received a Bachelor of Science degree in Petroleum Engineering Technology from Oklahoma State University in 1984. He is a member of the Society of Petroleum Engineers and the American Association of Drilling Engineers. Mr. Goodwin served in the United States Marine Corps. Mr. Van H. Singleton, II    Executive Vice President of    Land Mr. Singleton joined Matador Resources Company in August 2007 as a Landman and was promoted to Senior Staff Landman in 2009 and then to General Land Manager in 2011. In September 2013, Mr. Singleton became Vice President of Land for the Company, and he was promoted to Executive Vice President of Land in February 2015. Prior to joining Matador, Mr. Singleton founded and was President of VanBrannon and Associates, LLC and Southern Escrow and Title of Mississippi, LLC from 1998 to 2003, which provided full-spectrum land title work and title insurance in Mississippi, Louisiana, Texas and Arkansas. From 2003 until joining Matador in 2007, he served as general manager of his family’s real estate brokerage in Houston, Texas. Mr. Singleton received a Bachelor of Arts degree in Criminal Justice from the University of Mississippi in 2000. He is an active member of the American Association of Professional Landmen, the New Mexico Landman Association, the Permian Basin Landman Association and the Dallas Association of Petroleum Landmen.    Mr. Bradley M. Robinson    Executive Vice President of    Reservoir Engineering    and Chief Technology    Officer Mr. Robinson joined Matador Resources Company in August 2003 as our Vice President of Reservoir Engineering until his promotion to Senior Vice President of Reservoir Engineering in February 2016. He assumed the additional role of Chief Technology Officer in May 2013 and was promoted to Executive Vice President of Reservoir Engineering in August 2018. Prior to joining Matador, from 1997 to August 2003, Mr. Robinson held the position of Advisor with Schlumberger Limited’s Data & Consulting Services, where he was responsible for the development and application of new well completion and fracture stimulation technologies, managed field development projects, taught industry courses and provided internal training. Mr. Robinson worked with Schlumberger for six years following its acquisition of S.A. Holditch & Associates, Inc. in 1997. Mr. Robinson joined S.A. Holditch & Associates in 1979, and was one of the principals in the petroleum engineering consulting firm. From 1979 to 1982, Mr. Robinson served as Senior Petroleum Engineer and was involved in all aspects of reservoir and production engineering for both conventional and low permeability oil and natural gas fields. From 1982 to 1997, he was Vice President—Production Engineering of S.A. Holditch & Associates, where he was responsible for coordination and management of production and completion engineering projects, including hydraulic fracture stimulation design and supervision. His duties also included reserves and economic analysis of new and existing wells. For approximately 10 years during this time, Mr. Robinson served as assistant project manager for the Gas Research Institute’s Tight Gas Sands and Horizontal Gas Wells 30        Matador Resources Company  |2020 Proxy Statement   CORPORATE GOVERNANCE          applied research projects investigating ways to improve reservoir characterization, completion practices and natural gas recovery in low permeability natural gas reservoirs and horizontal natural gas wells. During his career, he has worked all over the world, including the United States, Canada, Venezuela, Colombia, Mexico, Egypt, the North Sea, Russia and Indonesia, among other locations. Mr. Robinson began his career in 1977 with Marathon Oil Company, serving as an Associate Production Engineer and later as a Reservoir Engineer in Midland. Mr. Robinson received Bachelor and Master of Science degrees in Petroleum Engineering from Texas A&M University in 1977 and 1986, respectively. He has authored orco-authored more than 30 technical papers and articles appearing in industry publications. Mr. Robinson is a member of the Society of Petroleum Engineers and is a Licensed Professional Engineer in the State of Texas. He served as Chairman of the Dallas Section of the Society of Petroleum Engineers in 2011 and 2012. He also received the 2013 Engineer of the Year Award presented by the Dallas Section of the Society of Petroleum Engineers and the 2013 Completions Optimization and Technology award presented by theMid-Continent region of the Society of Petroleum Engineers.    Mr. G. Gregg Krug Executive Vice President— Marketing and Midstream Strategy    Mr. Krug joined Matador Resources Company in April 2012 as its Marketing Manager. In September 2013 he was named Vice President of Marketing for the Company and Vice President of Longwood Gathering & Disposal Systems, LP, and he was promoted to Senior Vice President—Marketing and Midstream in February 2016. He was promoted to Executive Vice President—Marketing and Midstream Strategy in April 2019. He has overall responsibility for Matador’s marketing activities of its oil and natural gas, as well as responsibility for all business aspects for Longwood Gathering & Disposal Systems, LP. Previously, Mr. Krug was with Unit Petroleum Company, an exploration and production company based in Tulsa, Oklahoma, as Marketing Manager, having joined in 2006. He and his staff were responsible for marketing, gas measurement, contract administration and production reporting in their core areas of Oklahoma, the Texas Panhandle, East Texas and Northwestern Louisiana. From 2005 to 2006, Mr. Krug served as Marketing Manager with Matador Resources Company. From 2000 to 2005, Mr. Krug served as Gas Scheduling Supervisor with Samson Resources in Tulsa, Oklahoma where he and his staff were responsible for scheduling natural gas sales as well as procurement of natural gas supply on Samson-owned gathering systems. From 1983 to 2000, Mr. Krug served with The Williams Companies in various capacities including in the Kansas Hugoton Field in Ulysses, Kansas and Tulsa, Oklahoma for Williams Natural Gas Pipeline and on the trading floor in Tulsa, Oklahoma for Williams Energy Services Company. Mr. Krug received a Bachelor of Business Administration degree from Oklahoma City University in 1996. Other Senior Officers   Mr. Christopher P. CalvertBrian J. Willey       Chief Financial Officer, President of Midstream Operations and Executive Vice President In February 2023, Mr. Willey was promoted to Chief Financial Officer, President of Midstream Operations and Executive Vice President. He also serves as President of San Mateo Midstream, LLC, the Company’s midstream joint venture. Mr. Willey joined Matador Resources Company in February 2014 as its Deputy General Counsel. In January 2016, Mr. Willey was appointed as Co-General Counsel, and in August 2016, he was promoted to Vice President and Co-General Counsel. Mr. Willey became Senior Vice President— President and Co-General Counsel in July 2018, and in March 2022, he was promoted to President of San Mateo and Senior Vice President, President and General Counsel of Midstream. In October 2022, Mr. Willey was promoted to President and General Counsel of Midstream Operations and Executive Vice President. Prior to joining Matador, Mr. Willey was an attorney with Dean Foods Company where he most recently served as Vice President, Chief Counsel – Corporate. Before Dean Foods, Mr. Willey served as a senior associate in the Dallas office of Baker Botts L.L.P. Mr. Willey’s practice focused on corporate matters, including mergers and acquisitions, public and private securities offerings, venture capital transactions and SEC compliance matters as well as board of director and corporate governance matters. Mr. Willey received a Bachelor of Science degree in Accounting in 2002 from Brigham Young University. He received his law degree in 2005 from The University of Texas School of Law, where he graduated with High Honors and was a member of the Order of the Coif in addition to being named a Chancellor and an Associate Editor on the Texas Law Review. Mr. Willey also served a church mission in the Philippines from 1995 to 1997. 2023 Proxy Statement|  Matador Resources Company        33  Operations     CORPORATE GOVERNANCE   Mr. W. Thomas Elsener Executive Vice President—Reservoir Engineering and Senior Asset Manager Mr. Elsener joined Matador Resources Company in April 2013 as an Engineer. In June 2017, he was promoted to Vice President—Engineering and Asset Manager, and he was promoted to Senior Vice President—Reservoir Engineering and Senior Asset Manager in October 2019. In March 2022, Mr. Elsener became a member of Matador’s new, diverse and highly experienced financial planning team supporting the CFO and the finance team. Mr. Elsener was named Executive Vice President—Reservoir Engineering and Senior Asset Manager in April 2022. Prior to joining Matador, Mr. Elsener served in various engineering roles at Encana Oil & Gas (USA) in Dallas, Texas from 2007 to 2013, including reservoir, completions, drilling, business development and new ventures. While at Encana, Mr. Elsener was involved with the exploration and development of assets in the Barnett shale, Deep Bossier, Haynesville shale and other new domestic ventures. Mr. Elsener received a Bachelor of Science degree in Petroleum Engineering from Texas A&M University in 2007. He is a member of the Society of Petroleum Engineers. Other Senior Officers Mr. Christopher P. Calvert Executive Vice President and Co-Chief Operating Officer    Mr. Calvert joined Matador Resources Company in October 2014 as a Senior Completions Engineer. In July 2018, he was named Vice President of Completions for the Company, and he was promoted to Senior Vice President—Operations in October 2019. In March 2022, he became a member of Matador’s new, diverse and highly experienced financial planning team supporting the CFO and the finance team. Mr. Calvert was promoted to Senior Vice President and Co-Chief Operating Officer in April 2022. In February 2023, Mr. Calvert was promoted to Executive Vice President and Co-Chief Operating Officer. Prior to joining Matador, Mr. Calvert worked as a Staff Reservoir Engineer in Chesapeake Energy Corporation’s South Texas—Eagle Ford group focusing on A&D evaluations and production and completions optimization. At Chesapeake, Mr. Calvert also held roles as a Senior Asset Manager responsible for completions and operations in the Niobrara Shale, a Senior Completions Engineer responsible for Bakken/Three Forks development and a Senior Operations Engineer focused on production and facility optimization on the Texas Gulf Coast. Prior to Chesapeake, Mr. Calvert worked as an Operations Engineer for Williams Production Company, now WPX Energy.Company. In addition to his oil and natural gas industry experience, Mr. Calvert has worked in corporate financial controls as an internal Sarbanes-Oxley compliance auditor. Mr. Calvert received Bachelor of Science degrees in Finance and Petroleum Engineering from the University of Wyoming in 2002 and 2008, respectively. He is a member of the Society of Petroleum Engineers.   2020 Proxy Statement|  Matador Resources Company        31     CORPORATE GOVERNANCE  Mr. Bryan A. Erman       Mr. W. Thomas Elsener    Senior Vice President—    Reservoir Engineering and    Senior Asset Manager Mr. Elsener joined Matador Resources Company in April 2013 as an Engineer. In June 2017, he was promoted to Vice President—Engineering and Asset Manager, and he was promoted to Senior Vice President—Reservoir Engineering and Senior Asset Manager in October 2019. Mr. Elsener has served in several capacities since joining Matador, including Asset Manager for Rustler Breaks and Antelope Ridge, Team Leader for South Texas and Team Leader for East Texas and Northwest Louisiana. Prior to joining Matador, Mr. Elsener served in various engineering roles at Encana Oil & Gas (USA) in Dallas, Texas from 2007 to 2013, including reservoir, completions, drilling, business development and new ventures. While at Encana, Mr. Elsener was involved with the exploration and development of assets in the Barnett shale, Deep Bossier, Haynesville shale and other new domestic ventures. Mr. Elsener received a Bachelor of Science degree in Petroleum Engineering from Texas A&M University in 2007. He is a member of the Society of Petroleum Engineers. Mr. Bryan A. Erman    SeniorExecutive Vice President and Co- General Counsel and Head of M&A    Mr. Erman joined Matador Resources Company in January 2016 as itsCo-General Counsel. In August 2016, Mr. Erman was promoted to Vice President andCo-General Counsel. He became Senior Vice President andCo-General Counsel in July 2018. In March 2022, Mr. Erman became Senior Vice President and General Counsel and in October 2022, Mr. Erman was promoted to Executive Vice President and General Counsel and Head of M&A. Prior to joining Matador, Mr. Erman was a Partner at Carrington, Coleman, Sloman & Blumenthal, L.L.P. in Dallas, having joined the firm in 2010. From 2003 to 2010, he was an associate in the Dallas and Washington, D.C. offices of Baker Botts L.L.P. Mr. Erman’s practice focused on litigation matters, including oil and natural gas, securities and other commercial litigation, as well as corporate governance matters. Before attending law school, Mr. Erman worked for Oklahoma Governor Frank Keating. Mr. Erman received a Bachelor of Arts degree in Political Science in 1999 from the University of Oklahoma. He received his law degree in 2003 from Southern Methodist University Dedman School of Law, where he graduated cum laude and was a Hatton W. Sumners Scholar, a member of the Order of the Coif and an Articles Editor ofon the SMU Law Review. 34        Matador Resources Company  |2023 Proxy Statement     CORPORATE GOVERNANCE     Dr. Edmund L. Frost IIIMr. Michael D. Frenzel       Executive Vice President and Treasurer Mr. Frenzel was named Executive Vice President and Treasurer in April 2022. Mr. Frenzel’s responsibilities include treasury, financial planning and forecasting, budgeting, capital markets, hedging, financial reporting and investor relations, and he has served as the primary financial officer for San Mateo, Matador’s midstream joint venture, since San Mateo’s formation in 2017. In March 2022, Matador’s Board and CEO asked Mr. Frenzel to act as the Company’s principal financial officer until a new CFO was appointed in February 2023. Mr. Frenzel first worked for Matador’s predecessor company, Matador Petroleum Corporation, as an intern in the summers of 2000, 2001 and 2002. From 2006 to 2010, Mr. Frenzel worked as a Senior Financial Analyst before leaving to obtain his Masters of Business Administration degree in 2010 from Duke University’s Fuqua School of Business. Mr. Frenzel rejoined Matador in 2013 as its Senior Strategy and Financial Analyst and Assistant Treasurer and was promoted to Finance Director and Assistant Treasurer in January 2017. In August 2018, Mr. Frenzel was promoted to Vice President and Treasurer. Mr. Frenzel was promoted to Senior Vice President and Treasurer in October 2020. Before rejoining Matador in 2013, Mr. Frenzel worked as an Investment Associate for Hamm Capital, LLC and as a Financial Analyst and Assistant to the CEO at Continental Resources. In addition to his energy industry experience, Mr. Frenzel also has consulting experience with Deloitte Consulting LLP. Mr. Frenzel graduated summa cum laude from Vanderbilt University in 2004, receiving a Bachelor of Arts degree in Economics and Mathematics, and earned the designation of Fuqua Scholar while receiving a Master of Business Administration degree from Duke University’s Fuqua School of Business in 2012. Dr. Edmund L. Frost III  Geoscience Executive Vice President of Geosciences    Dr. Frost joined Matador Resources Company in August 2014 as a Senior Geologist and in July 2015 was promoted to Chief Geologist. In June 2017, he was promoted to Vice President of Geoscience,Geosciences, and in July 2019, Dr. Frost was promoted to Senior Vice President of Geoscience.Geosciences. In February 2023, Dr. Frost was promoted to Executive Vice President of Geosciences. Prior to joining the Company, Dr. Frost worked at the Bureau of Economic Geology at The University of Texas at Austin as a Research Associate, a role he began in 2011. While at The University of Texas, his research focused on unconventional resource development in the Delaware Basin and in the Austin Chalk-Eagle Ford system. Dr. Frost began his career in the Subsurface Technology Group at ConocoPhillips in 2007, where he worked a variety of international and domestic basins. Dr. Frost received a Bachelor of Science degree in Geology from the University of Colorado at Boulder in 1998 and a PhD degree in Geology in 2007 from The University of Texas at Austin. Dr. Frost has authored several peer-reviewed papers, conducted multiple industry presentations and led a number of industry field trips in the Delaware Basin.   Mr. Robert T. Macalik          Senior Executive Vice President and Chief Accounting Officer    Mr. Macalik joined Matador Resources Company in July 2015 as Vice President and Chief Accounting Officer. He was promoted to Senior Vice President and Chief Accounting Officer in November 2017. He has more than 10 yearsIn March 2022, Mr. Macalik became a member of experienceMatador’s new, diverse and highly experienced financial planning team supporting the CFO and the finance team. Mr. Macalik was named Executive Vice President and Chief Accounting Officer in public accounting with significant experience in the upstream oil and natural gas industry. FromApril 2022. Prior to joining Matador, from 2012 to 2015, Mr. Macalik worked at Pioneer Natural Resources Company as Corporate Controller and, previously, as Director of Technical Accounting and Financial Reporting. At Pioneer, Mr. Macalik supervised corporate accounting and financial reporting functions. 32        Matador Resources Company  |2020 Proxy Statement   CORPORATE GOVERNANCE          Prior to joining Pioneer, he was a Senior Manager with PricewaterhouseCoopers (PwC), joining the public accounting firm in 2002. During his tenure with PwC, Mr. Macalik conducted and managed audits for various companies, primarily public companies in the oil and natural gas industry, and managed numerous client relationships. Mr. Macalik received a Bachelor of Arts degree in History, a Bachelor of Business Administration degree and a Master of Professional Accounting degree all from The University of Texas at Austin in 2002. He is a licensed Certified Public Accountant in the State of Texas.   2023 Proxy Statement|  Matador Resources Company        35 Mr. Matthew D. Spicer     CORPORATE GOVERNANCE             Senior Vice President and Mr. Glenn W. Stetson  General Manager of Midstream   Mr. Spicer joined Matador Resources Company in March 2014 as Senior Representative of Business Development and was promoted to Manager of Business Development and then General Manager of Midstream later in 2014. In October 2015, Mr. Spicer was promoted to Vice President and General Manager of Midstream. He became Senior Vice President and General Manager of Midstream in July 2018. Prior to joining the Company, Mr. Spicer served as the Director of Flight Operations forL-3 Unmanned Systems, also serving in various roles including as Program Manager and in Business Development during his tenure withL-3, which began in 2011. Mr. Spicer served in the United States Marine Corps from 1991 to 2014, both in active duty and as a reservist, before his retirement as a Lieutenant Colonel in 2014. Mr. Spicer also served as a first officer with American Airlines from 2000 to 2003 following his active duty in the United States Marine Corps. Mr. Spicer received a Bachelor of Science degree in Manufacturing Engineering Technology from Central Michigan University in 1991.   Mr. Glenn W. Stetson    SeniorExecutive Vice President of President—Production and Asset Manager    Mr. Stetson joined Matador Resources Company in August 2014 as a Production Engineer, and in July 2015, he was promoted to Asset Manager. Mr. Stetson was promoted to the role of Vice President and Asset Manager in July 2018 before being promotedand to his current role as Senior Vice President of Production and Asset Manager in October 2019. In March 2022, Mr. Stetson became a member of Matador’s new, diverse and highly experienced financial planning team supporting the CFO and the finance team. Mr. Stetson was promoted to the role of Executive Vice President—Production in April 2022. Prior to joining Matador, Mr. Stetson worked at Chesapeake Energy Corporation from 2008 to 2014, holding multiple positions in both the production and completions departments. Most of his time at Chesapeake was spent in the Barnett shale in North Texas, although he also spent some time working in northern Pennsylvania managing the northeast portion of Chesapeake’s Marcellus shale operated production. Mr. Stetson graduated Cum Laude from Oklahoma State University in 2007, receiving a Bachelor of Science degree in Mechanical Engineering Technology. Mr. Stetson is a Licensed Professional Engineer in the State of Oklahoma.   Mr. BrianJonathan J. WilleyFilbert       Senior Vice President and Co-    General CounselPresident— Land    Mr. WilleyFilbert joined Matador Resources Company in February 20142013 as its Deputy General Counsel.a Senior Staff Landman. In January 2016, Mr. Willey was appointed asCo-General Counsel, andApril 2015, he was promoted to General Land Manager, and in December 2017, he was promoted to General Land Manager and Director of Acquisitions. Mr. Filbert was promoted to the role of Vice President andCo-General Counselof Land in August 2016. He becameJuly 2018 before being promoted to his current role as Senior Vice President andCo-General CounselPresident—Land in July 2018.October 2020. Prior to joining Matador, Mr. Willey was an attorney with Dean Foods Company where he most recently served as Vice President, Chief Counsel—Corporate. Before Dean Foods, Mr. Willey servedFilbert worked as a senior associatelandman at Chesapeake Energy Corporation from 2010 to 2013. Most of his time at Chesapeake was spent working with the new ventures team on their Utica and Marcellus shale assets in Ohio and northern Pennsylvania. Mr. Filbert graduated from the Dallas officeUniversity of Baker Botts L.L.P. Mr. Willey’s practice focused on corporate matters, including mergers and acquisitions, public and private securities offerings, venture capital transactions and SEC compliance matters as well as board of director and corporate governance matters. Mr. Willey receivedOklahoma in 2010, receiving a Bachelor of ScienceBusiness Administration degree in Accounting in 2002 from Brigham Young University.Energy Management and Finance. He received his law degree in 2005 from The University of Texas School of Law, where he graduated with High Honors and was ais an active member of the OrderAmerican Association of Professional Landmen, the Coif in addition to being named a ChancellorNew Mexico Landman Association, the Permian Basin Landman Association and an Associate Editor on the Texas Law Review. Mr. Willey also served a church mission in the Philippines from 1995 to 1997.Dallas Association of Petroleum Landmen.   2020 Proxy Statement|36        Matador Resources Company  33|2023 Proxy Statement     PROPOSAL 2         PROPOSAL 2     PROPOSAL 2 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION In accordance with the requirements of Section 14A of the Exchange Act, the Company seeks anon-binding advisory vote from its shareholders to approve the compensation of its Named Executive Officers (as defined below) as described in this Proxy Statement. As discussed under the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement (“CD&A”), we made significant changes to our executive compensation program in 2020 in response to the COVID-19 pandemic and the sudden decline in oil prices. As commodity prices improved in 2021, we shifted our executive compensation program to more closely resemble our 2019 executive compensation program prior to the decline in oil prices in 2020 and the COVID-19 pandemic. As such, our executive officers received increases in their base salary, increases in the grant date fair values for long-term equity awards and annual cash bonuses for 2021 and 2022. These changes to our compensation program in 2021 and 2022 corresponded to our performance as the Company’s stock price hit a low of $1.11 in March 2020 and then recovered to close at $36.92 on December 31, 2021 and continued to increase to close at $57.24 on December 30, 2022. We believe the Company’s future success and the ability to create long-term value for our shareholders depends on our ability to attract, retain and motivate highly qualified individuals in the oil and natural gas industry. Additionally, we believe that our success also depends on the continued contributions of our Named Executive Officers. The Company’s compensation system plays a significant role in its ability to attract, motivate and retain a high qualityhigh-quality workforce. As described in the CD&A, the Company’s compensation program for Named Executive Officers is designed to reward, in both the short term and the long term, performance that contributes to the implementation of our business strategies, maintenance of our culture and values and achievement of our objectives. This proposal provides shareholders the opportunity to endorse or not endorse the Company’s executive compensation program through approval of the following resolution: “Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.” The above-referenced CD&A and accompanying disclosures appear on pages 38 to 6542-64 of this Proxy Statement. Because this is an advisory vote, it will not be binding upon the Board. However, the Strategic Planning and Compensation Committee and the Independent Board will take into account the outcome of the vote when considering future executive compensation arrangements. Vote Required   The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to approve this resolution on anon-binding basis. If you hold your shares through a broker and you do not instruct the broker how to vote, your broker will not have the authority to vote your shares. Abstentions will have the effect as a vote cast against the proposal. Brokernon-votes will be counted as present for purposes of determining the presence of a quorum but will have no effect upon the outcome of the vote. During our 2018 Annual Meeting, our shareholders approved anon-binding, advisory proposal to hold advisory votes to approve our executive compensation every year. In consideration of the results of this advisory vote, the Board has maintained its policy of providing for annual advisory votes to approve executive compensation. Unless the Board modifies this policy, the next advisory vote to approve executive compensation following this vote will be held at our 20212024 Annual Meeting. The Board of Directors recommends that you vote FOR approval of this resolution.     342023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement37     PROPOSAL 3        PROPOSAL 3            PROPOSAL 3 | RATIFICATION OF THE APPOINTMENT OF KPMG LLP The Audit Committee has appointed KPMG LLP (“KPMG”) as the independent registered public accounting firm of the Company for the year ending December 31, 2020,2023, and the Board has directed that such appointment be submitted to our shareholders for ratification at the Annual Meeting. The Company has been advised by KPMGAudit Committee concluded that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm’s engagementKPMG’s provision of non-audit services, such as auditors.tax services, does not compromise KPMG’s independence. If the shareholders do not ratify the appointment of KPMG, the Audit Committee will consider whether to engage a different independent registered public accounting firm but will not be obligated to do so. The Company has been advised that representatives of KPMG will be present at the Annual Meeting and will be available to respond to appropriate questions and make a statement if they desire to do so. Fees of Independent Registered Public Accounting Firm for Fiscal Years 20192022 and 20182021   The following table presents fees for professional audit services rendered by KPMG for the audit of the Company’s annual financial statements for the years ended December 31, 20192022 and 2018,2021, and fees for other services rendered by KPMG during those periods:          2022      2021      2019      2018   Audit fees    $ 1,440,017      $ 1,469,000      $ 1,615,000      $ 1,487,000   Audit-related fees      —        —        —        —   Tax fees      —        —      $ 170,000        —   All other fees      —        —        —        —   Total    $ 1,440,017      $ 1,469,000      $ 1,785,000      $ 1,487,000   Services rendered by KPMG in connection with the fees presented above were as follows: Audit Fees For fiscal year 2019,2022, audit fees consisted of fees associated with the audit of the Company’s consolidated financial statements, including the audit of the effectiveness of the Company’s internal control over financial reporting, required reviews of our quarterly condensed consolidated financial statements procedures related to registration statements and consultation on significant accounting matters. Audit fees also included fees paid to KPMG by San Mateo for the audit of its 2019their 2022 financial statements. For fiscal year 2018,2021, audit fees consisted of fees associated with the audit of the Company’s consolidated financial statements, including the audit of the effectiveness of the Company’s internal control over financial reporting, required reviews of our quarterly condensed consolidated financial statements including for inclusion in the prospectus related to our May 2018 equity offering and the offering memoranda related to our 2018 senior notes offerings, and providing the underwriters or initial purchasers, respectively, of such offerings with comfort lettersconsultation on certain information contained, or incorporated by reference, in the prospectus or offering memoranda, as applicable.significant accounting matters. Audit fees also included fees paid to KPMG by San Mateo I for the audit of its 20182021 financial statements. 2020 Proxy Statement|  Matador Resources Company        35     PROPOSAL 3   Audit-Related Fees We did not incur any audit-related fees in 20192022 or 2018.2021. Tax Fees Tax fees for fiscal year 2022 related to permitted tax planning services. We did not incur any fees for tax advice, planning andor other services in 2019 or 2018.2021. 38        Matador Resources Company  |2023 Proxy Statement     PROPOSAL 3   All Other Fees We did not incur any other fees in 20192022 or 2018.2021. The Audit Committeepre-approves all audit and permissiblenon-audit services provided by KPMG. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has authorized the chair of the Audit Committee topre-approve audit and permissiblenon-audit services provided by KPMG up to $750,000. Pursuant to this delegation, the decisions of the chair must be presented to the Audit Committee at its next meeting. Report of the Audit Committee   We are a standing committee comprised of independent directors as currently defined by SEC regulations and the applicable listing standards of the NYSE. The Board has determined that at least one of the members of the Audit Committee is an “audit committee financial expert” as defined by applicable SEC rules and regulations. We operate under a written charter adopted by the Board. A copy of the charter is available free of charge on the Company’s website atwww.matadorresources.com under “Investor Relations—Corporate Governance.” We annually select the Company’s independent registered public accounting firm. If the shareholders do not ratify the appointment of KPMG LLP at the Annual Meeting, the Audit Committee will consider whether to engage a different independent registered public accounting firm but will not be obligated to do so. Management is responsible for the Company’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. As provided in our charter, our responsibilities include the monitoring and oversight of these processes. Consistent with our charter responsibilities, we have met and held discussions with management and the independent registered public accounting firm. In this context, management and the independent registered public accounting firm represented to us that the Company’s consolidated financial statements for the fiscal year ended December 31, 20192022 were prepared in accordance with U.S. generally accepted accounting principles. We reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm and discussed with the independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Company’s independent registered public accounting firm has also provided to us the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee, and we discussed with the independent registered public accounting firm that firm’s independence. 36        Matador Resources Company  |2020 Proxy Statement   PROPOSAL 3          Based upon our reviews and discussions with management and the independent registered public accounting firm and our review of the representation of management and the report of the independent registered public accounting firm to the Audit Committee, we recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 20192022 filed with the SEC. Audit Committee, William M. Byerley, Chair Reynald A. Baribault Craig T. Burkert Matthew P. CliftonJames M. Howard Timothy E. Parker Julia P. Forrester Rogers 2023 Proxy Statement|  Matador Resources Company        39     PROPOSAL 3   Vote Required   The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2020.2023. If the shareholders do not ratify the appointment of KPMG, the Audit Committee will consider whether to engage a different independent registered public accounting firm but will not be obligated to do so. Abstentions will have the effect as a vote cast against the proposal. The Board of Directors recommends that you vote FOR the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2020.2023.   2020 Proxy Statement| 40        Matador Resources Company  37|2023 Proxy Statement       LETTER TO SHAREHOLDERS       Dear Fellow Shareholders, On behalf of the Board and the Strategic Planning and Compensation Committee, (the “Compensation Committee”) of the Board, thank you for partnering with usyour continued support for Matador and entrusting Matadorus with your hard-earned capital. We andare grateful for the Board take our responsibilitiesopportunities that we have had to you very seriously—we are always eager to hear from our shareholders, and we pledge to continue to listen to your views and respond, as appropriate. At the Company’s 2018 Annual Meeting, the support for oursay-on-pay proposal decreased from the average 99% level we had experienced in recent years to 72%. In light of these disappointingsay-on-pay results, shortly after the 2018 Annual Meeting, the Board and Compensation Committee began taking important steps to both understand the decrease in shareholder support for our executive compensation program and to improve our program in order to further align executive compensationvisit with shareholder expectations. The most significant step in this process was an extensive outreach effort to our shareholder base. All told, we reached out to shareholders representing approximately 50% of our outstanding stock (excluding stock held by our directors and officers) in an effort to provide them a meaningful opportunity to help us improve our executive compensation program in 2018, 2019, 2020 and beyond. We heard from many of you, and we look forward to getting to know more of our shareholders in the future. The Board, management and staff are extremely pleased to celebrate with you another record year for Matador in 2022. We achieved operational and financial records across the board during 2022, including record production, net income, Adjusted EBITDA, net cash provided by operating activities and adjusted free cash flow. Additionally, as many of our officers have stepped into new opportunities with the growth of the Company and assumed additional responsibilities in connection with the retirement of our former president and our former chief financial officer, in 2022, we announced the promotion from within of two new presidents and a resultnumber of those discussions,other executive and senior officers, showcasing the depth and talent of our people. We were also committed to further return value to shareholders in 20182022 and were pleased to increase our quarterly dividend multiple times. We began 2022 by paying a quarterly dividend of $0.05 per share in the first and second quarters of 2022, which was doubled to $0.10 per share in the third and fourth quarters of 2022. In December 2022, we began implementingannounced that the following changesBoard had again amended the Company’s dividend policy, increasing the quarterly dividend by 50% to $0.15 per share. We also paid down debt and ended 2022 with a leverage ratio of 0.1x, the lowest since we became a public company in 2012. In addition to achieving record results and returning value to shareholders, we also made significant progress in ESG-related initiatives and disclosures in 2022. Among other items, we reduced per-barrel emissions, increased our use of non-fresh water, including recycled water, and increased transportation of oil and water by pipeline. In addition, we were pleased to issue our annual Sustainability Report that highlighted Matador’s continued progress and improvements in its operating practices, including disclosure of quantitative metrics aligned with SASB. Our Board has a “pay for performance” philosophy and recognizes the leadership of our executive compensation program: In consideration of industry factors, the 2018say-on-pay vote andofficers in contributing to the Company’s 2018achievements. The achievements outlined above have resulted in an over 50-fold increase in Matador’s stock performance, Chairman and Chief Executive Officer Joseph Wm. Foran’s total compensation was reduced by 27.0% for 2018, including a 35.5% reduction in annual bonus compensation. We transitionedprice from a mixlow of long-term incentive compensation$1.11 in March 2020 to a closing price of $57.24 on December 30, 2022. As a Board, and as shareholders ourselves, we are grateful for executive officers of 67% service-based restrictedthe outstanding execution by Matador’s management and staff that led to such a remarkable increase in the Company’s stock and 33% stock options in 2018 to 50% service-based restricted stock units and 50% performance-based stock units in 2019. By replacing the stock option component with performance stock units, we further aligned executive compensation with long-term performance. We eliminated discretionary bonuses for executive officers, commonly referred to within the Company as “Marlan” awards in honor of the late Marlan W. Downey (1931-2017), a long-time advisor to the Board. Such bonuses have historically been awarded to contemporaneously reward impressive performance achievements. No Marlan bonuses have been awarded to executive officers since our 2018 Annual Meeting, and the Board does not anticipate granting future Marlan bonuses to our executive officers. At our 2019 Annual Meeting, support for our executive compensation program returned to the levels we were accustomed to, reaching approximately 97% as a result of, among other items, the above changes to the program made since the 2018 Annual Meeting.price. In early 2020, following the outbreak of the novel coronavirus, orCOVID-19, along with the actions of OPEC+ and their effects on oil supply and demand, oil prices and our stock price, Mr. Foran voluntarily agreed to reduce his 2020 base salary by 25%, and our other executive officers and vice presidents voluntarily agreed to reduce their 2020 base salaries by 20% and 10%, respectively. These are just a few of the changes we have implemented since hearing from so many of you, many of which took full effect over the past year. We look forward to ongoing dialogue with our shareholders and to demonstrating responsiveness to your feedback, including by continuing to improve our executive compensation program. We are honored to serve on your behalf and hope you will join us at the 20202023 Annual Meeting of Shareholders. Sincerely,     Timothy E. Parker   R. Gaines Baty Lead Independent Director   Chair, Strategic Planning and Compensation Committee   382023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement41     EXECUTIVE COMPENSATION        EXECUTIVE COMPENSATION            EXECUTIVE COMPENSATION Compensation Discussion and Analysis   This Compensation Discussion and Analysis, or CD&A, provides a general description of our compensation program and specific information about its various components for the following “Named Executive Officers” for 2019:2022:   Joseph Wm. Foran, Chairman of the Board and Chief Executive Officer; • Joseph Wm. Foran, Chairman of the Board and Chief Executive Officer;   Matthew V. Hairford, President; • Billy E. Goodwin, President—Operations;   • Van H. Singleton, II, President—Land, Acquisitions & Divestitures and Planning; • Craig N. Adams, Executive Vice President, Co-Chief Operating Officer, Chief of Staff and Corporate Secretary; • Michael D. Frenzel, Executive Vice President, Treasurer and Former Principal Financial Officer; and • David E. Lancaster, Former Executive Vice President and Chief Financial Officer; Mr. Lancaster retired effective March 31, 2022 and Mr. Frenzel served as the Company’s principal financial officer from March 31, 2022 to February 16, 2023 and was also named Executive Vice President and Treasurer in April 2022. On February 16, 2023, Brian J. Willey was promoted to Chief Financial Officer; Craig N. Adams,Officer, President of Midstream Operations and Executive Vice President and Chief Operating Officer—Land, Legal & Administration;assumed the role of principal financial officer. 2022 Highlights Despite the precipitous decline in global oil demand resulting from the worldwide spread of COVID-19 in 2020, which led to a very challenging oil and natural gas price environment, global oil demand and oil and natural gas prices improved significantly during 2021 and 2022. These factors, along with the successful execution of our business strategies, led to increases in our oil and natural gas production and proved oil and natural gas reserves in 2022, as well as to increases in our oil and natural gas revenues and cash flows. We also improved the capital efficiency of our drilling and completion operations and achieved several key operational milestones throughout the year. In addition, we achieved numerous key capital resources objectives during the year, including generating free cash flow, paying down borrowings, increasing our quarterly cash dividend and earning performance incentives from Five Point. Further, we concluded several important financing transactions in 2022, including increasing the borrowing base under our Credit Agreement and extending the maturity of and increasing the lender commitments under the San Mateo Credit Facility. San Mateo also achieved important milestones in 2022, including the addition of produced water disposal capacity and being awarded several new customer contracts. These achievements and transactions increased our operational flexibility and opportunities while preserving the strength of our balance sheet and our liquidity position.   42        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   Billy E. Goodwin, Executive Vice President Record Operational and Chief Operating Officer—Drilling, Completions & Production. 2019 Highlights Increased Production and RevenuesFinancial Results The year ended December 31, 20192022 was marked by strongrecord operational and financial results across the Company.Company, including record total production, net income, Adjusted EBITDA, net cash provided by operating activities and adjusted Free Cash Flow. San Mateo also had a record year in 2022, including increased throughput volumes for natural gas gathering and processing, oil gathering and transportation and water handling, as well as record net income and record Adjusted EBITDA. The charts below show the five-year growth experienced by both our exploration and production business and our midstream business. As shown below, our third-party midstream services revenues have experienced significant growth since the formation of San Mateo I in 2017.     For the year ended December 31, 2022, we achieved record oil, natural gas and average daily oil equivalent production. In 2022, we produced 21.9 million Bbl of oil, an increase of 23%, as compared to 17.8 million Bbl of oil produced in 2021. We increased ouralso produced 99.3 Bcf of natural gas, an increase of 22% from 81.7 Bcf of natural gas produced in 2021. Our average daily oil equivalent production fromfor the Delaware Basin approximately 23% to 55,599year ended December 31, 2022 was 105,465 BOE per day, (84% of total oil equivalent production), including 35,18460,119 Bbl of oil per day (92% of total oil production) and 122.5272.1 MMcf of natural gas per day, (73%an increase of total natural gas production)22%, in 2019, as compared to 45,23786,176 BOE per day, (87% of total oil equivalent production), including 28,02648,876 Bbl of oil per day (92% of total oil production) and 103.3223.8 MMcf of natural gas per day, (80% of total natural gas production),for the year ended December 31, 2021. The increase in 2018. Increased Oil and Oil Equivalent Reserves Estimated total proved oil and natural gas reserves were 252.5 million BOE atproduction was primarily attributable to our ongoing delineation and development drilling activities in the Delaware Basin throughout 2022, which offset declining production in the Eagle Ford shale. Oil production comprised 57% of our total production (using a conversion ratio of one Bbl of oil per six thousand cubic feet of natural gas) for each of the years ended December 31, 2019, which was a Company record2022 and an increase2021. During 2022, we achieved all five significant and important operational milestones in the Delaware Basin that we had set at the beginning of 17% from 215.3 million BOE at December 31, 2018.the year. These five operational milestones were each achieved when we turned to sales:   • 11 Voni wells, all of which were 2.3-mile laterals, in the western portion of the Stateline asset area in a staggered fashion in early 2022—these 11 Voni wells have produced in aggregate approximately 3.6 million BOE in 11 months of production; 2020 • the third group of nine Rodney Robinson wells in the western portion of our Antelope Ridge asset area in March 2022—these nine Rodney Robinson wells have produced in aggregate approximately 3.1 million BOE in 10 months of production; • 11 Rustler Breaks wells in April 2022—these 11 wells have produced in aggregate approximately 2.6 million BOE in almost nine months of production; • 16 Antelope Ridge wells in the second half of 2022—these 16 wells have produced in aggregate approximately 1.6 million BOE in 2022; and • 12 Ranger wells in the fourth quarter of 2022. 2023 Proxy Statement|  Matador Resources Company        3943       EXECUTIVE COMPENSATION          The charts below show our total proved oil and natural gas reserves at December 31, 2017, December 31, 2018 and December 31, 2019 and a breakdown of total reserves among our various operating areas.In addition to achieving these five key operational milestones, further operational achievements in the Delaware Basin in 2022 included:   • continued drilling of longer laterals, whereby 90% of the operated horizontal wells we turned to sales in 2022 had lateral lengths of two miles or greater, as compared to only 8% as recently as 2019; and   • capital expenditures for drilling, completing and equipping wells (“D/C/E capital expenditures”) for 2022 of $772.5 million, which was at the low end of our revised estimated range for 2022 D/C/E capital expenditures of $765 to $835 million as provided on July 26, 2022 and affirmed on October 25, 2022, which included the addition of a seventh operated drilling rig in September 2022. Capital Resources and Financing Highlights Financing Transactions In addition to record financial results, we returned value to shareholders through the generation of free cash flow, repayment of debt and multiple increases to our quarterly dividend. We accomplishedalso concluded several important financing transactions in 2019 that increased our operational flexibility and opportunities, while preservingpreserved the strength of our balance sheet and improvingimproved our liquidity position. These transactions included: the amendmentHighlights of the Credit Agreement to increase the borrowing base to $900.0 million, which was further amended in February 2020 to increase our elected borrowing commitment from $500.0 million to $700.0 million; the increase of the lender commitments under San Mateo I’s credit facility to $375.0 million, using the accordion feature; and the conversion of approximately $21.9 million ofnon-core assets to cash during 2019. These properties were primarily located in South Texas and Northwest Louisiana and East Texas but included a small portion of our leasehold in anon-operated area of the Delaware Basin. Midstream Highlights On February 25, 2019, we announced the formation of San Mateo II, a strategic joint venture with a subsidiary of Five Point Energy LLC (“Five Point”) designed to expand our midstream operations in the Delaware Basin, specifically in Eddy County, New Mexico. San Mateo II is owned 51% by us and 49% by Five Point. As part of this transaction, we dedicated to San Mateo II acreage in the Stebbins area and surrounding leaseholds in the southern portion of the Arrowhead asset area (the “Greater Stebbins Area”) and the Stateline asset area pursuant to15-year,fixed-fee agreements for oil, natural gas and salt water gathering, natural gas processing and salt water disposal. In addition, Five Point has committed to pay $125.0 million of the first $150.0 million of capital expenditures incurred by San Mateo II to develop facilities in the Greater Stebbins Area and the Stateline asset area. Five Point has also provided us the opportunity to earn deferred performance incentives of up to $150.0 million over the next several years as we execute our operational plans in and around the Greater Stebbins Area and the Stateline asset area, plus additional performance incentives for securing volumes from third-party customers. San Mateo achieved strong operating results in 2019 as compared to 2018, highlighted by (i) increased third-party midstream services revenues, (ii) increased natural gas gathering and processing volumes, (iii) increased water gathering and water disposal volumes and (iv) increased oil gathering volumes. San Mateo initiated construction on an additional 200 MMcf per day of designed natural gas processing inlet capacity as part of the expansion of San Mateo’s cryogenic natural gas processing plant in Eddy County, New Mexico (the “Black River Processingthese value-generating items include:   40 • The generation of free cash flow in all four quarters of 2022 by both Matador and San Mateo. • The repayment of all outstanding borrowings under our Credit Agreement, resulting in no outstanding borrowings under that facility at December 31, 2022. • The repurchase of an aggregate principal amount of $350.8 million of our outstanding 5.875% senior notes due 2026. • The amendments of our dividend policy in the second and fourth quarters of 2022, pursuant to which we increased the quarterly cash dividend from $0.05 per share of Common Stock to $0.15 per share of Common Stock. • The receipt of $28.3 million in performance incentives directly from Five Point in 2022. 44        Matador Resources Company  |20202023 Proxy Statement         EXECUTIVE COMPENSATION       • The revision of our Credit Agreement at our spring and fall redetermination processes to collectively (i) increase the borrowing base to $2.25 billion, as compared to $1.35 billion at December 31, 2021, (ii) increase the elected borrowing commitment to $775.0 million, as compared to $700.0 million at December 31, 2021, (iii) reaffirm the maximum facility amount at $1.5 billion and (iv) add one new bank to our lending group. Plant”), which is anticipated to be placed in service during the summer of 2020 and would bring the total designed inlet capacity of the Black River Processing Plant to 460 MMcf of natural gas per day. San Mateo also initiated plans to construct large diameter natural gas gathering lines southward from the Greater Stebbins Area and northward from the Stateline asset area to connect these areas with the Black River Processing Plant. During 2019, San Mateo added four commercial salt water disposal wells, two in the Rustler Breaks asset area and two in the Greater Stebbins Area, and placed into service one additional commercial salt water disposal well in the Rustler Breaks asset area in the first quarter of 2020, bringing San Mateo’s designed salt water disposal capacity to approximately 335,000 Bbl per day. • The amendment of the San Mateo Credit Facility in December 2022 to (i) extend the maturity date by three years from December 2023 to December 2026, (ii) increase the lender commitments under the San Mateo Credit Facility from $450.0 million to $485.0 million, (iii) refresh the accordion feature that provides for potential increases in lender commitments to up to $735.0 million, as compared to $700.0 million previously, and (iv) add one new bank to San Mateo’s lending group. ESG Highlights During 2019, San Mateo received an increased natural gas gathering2022, we also continued to improve our ESG performance and processing commitment from an existing natural gas customer, plusenhance our ESG disclosures. Among other interruptible volumes, obtained significant additional acreage dedications from existing salt water customers and added an acreage dedication from a new oil customer. At certain times nearitems, our ESG achievements included the end of the third quarter and early in the fourth quarter of 2019, as a result of increased throughput from existing natural gas processing customers, San Mateo was operating the Black River Processing Plant at greater than 95% of the then-current designed inlet capacity of 260 MMcf per day.following: • The continued decrease in per-barrel emissions, including reduction in direct greenhouse gas emissions intensity from 2019 levels, increased use of non-fresh water, including recycled water, and increased transportation of oil and water by pipeline. • Approximately 16,000 hours of employee continuing education, equating to approximately 50 hours per employee in 2022, management’s focus on risk management and cybersecurity, including quarterly reports by executive management to the Audit Committee, and the absence of any recordable employee injuries. • The publishing of our annual Sustainability Report in December 2022, which provides Matador’s stakeholders and interested parties with a standardized platform for evaluating the Company’s recent performance and future progress. Compensation Program Objectives Our Board has a “pay for performance” philosophy and recognizes the leadership of our executive officers in contributing to the Company’s achievements. Our future success and the ability to create long-term value for our shareholders depend on our ability to attract, retain and motivate highly qualified individuals in the oil and natural gas industry. In furtherance of these goals, our executive compensation program is designed to meet the following key objectives:   to be fair to both the executive and the Company and be competitive with comparable positions at companies in our peer group; • to be fair to both the executive and the Company and be competitive with comparable positions at companies in our peer group;   to attract and retain talented and experienced executives in light of the intense competition for talent in our industry and areas of operation, including from peers and larger industry competitors; • to attract and retain talented and experienced executives in light of the intense competition for talent in our industry and areas of operation, including from peers and larger industry competitors;   to align the interests of our executives with the interests of our shareholders and with the performance of our Company for long-term value creation; • to align the interests of our executives with the interests of our shareholders and with the performance of our Company for long-term value creation;   to provide financial incentives to our executives to achieve our key corporate and individual objectives with an appropriate mix of fixed and variable pay; • to provide financial incentives to our executives to achieve our key corporate and individual objectives with an appropriate mix of fixed and variable pay;   to foster a shared commitment among executives by coordinating their corporate and individual goals; and • to foster a shared commitment among executives by coordinating their corporate and individual goals; and   • to provide compensation that takes into consideration the education, professional experience, knowledge, commitment and dedication that is specific to each job and the unique qualities the executive possesses. to provide compensation that takes into consideration the education, professional experience, knowledge, commitment and dedication that is specific to each job and the unique qualities the executive possesses. Investor Outreach and Compensation Program Changes2022 Say-on-Pay Results At the Company’s 2018our 2022 Annual Meeting, support for our executive compensation program decreased fromremained strong at over 98%, suggesting that our shareholders remain supportive of the average 99% level that we received at our three previous annual shareholder meetings to approximately 72%. In response to this lower than anticipated shareholder support,changes we implemented an extensive shareholder outreach program, reaching out to shareholders representing approximately 50% of our outstanding stock (excluding stock held by our directors and officers). This outreach effort, which began in 2018 and has continued through 2019 and early 2020, was led by the directors serving as lead independent director and as the chairs of our Compensation Committee and Environmental, Social and Corporate Governance Committee. Among the feedback we received, shareholders expressed concern over alignment of executive compensation with the Company’s long-term performance, the lack of performance-based equity compensation for executives and the use of discretionary bonuses and fully vested equity awards. In conjunction with this shareholder outreach effort and in direct response to much of the feedback received, the Compensation Committee and management undertook an extensive review of the Company’s executive compensation program alongduring 2021. The Compensation Committee took this support into account as one of many factors it considered in connection with industry best practices, with input fromthe discharge of its responsibilities in exercising its judgment in establishing and overseeing our independentexecutive compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). As a result, we implemented certain changes toarrangements throughout the year.   20202023 Proxy Statement|  Matador Resources Company        4145       EXECUTIVE COMPENSATION          our compensation program, which are described in more detail below. We value feedback from our shareholders and expect to continue our shareholder outreach program on an ongoing basis. At our 2019 Annual Meeting, support for our executive compensation program returned to the levels we were accustomed to, reaching approximately 97% as a result of, among other items, the various changes to the program made since the 2018 Annual Meeting. Our Compensation Committee and Independent Board considered the input received as part of the shareholder outreach efforts described above when implementing the following changes to our executive compensation program. What We Heard What We Did Improve alignment of executive compensation with the Company’s long-term performance •  Approximately 85% of Mr. Foran’s 2019 total compensationas calculated in the Summary Compensation Table was variable and at risk. •Performance stock units (“PSUs”) represented approximately 50% of the total 2019 equity award targeted value granted to the Named Executive Officers (see below). Incorporate performance-based awards into executive equity compensation program •  We transitioned from a long-term incentive mix for executive officers of 67% service-based restricted stock and 33% stock options to approximately 50% service-based restricted stock units (“RSUs”) and approximately 50% PSUs, commencing with grants made in February 2019. •  The PSU equity component introduced as part of our executive officers’ equity compensation in 2019 provides for settlement of between 0% and 200% of the total target PSUs subject to the award based on achievement of a relative total shareholder return performance metric over a three-year performance period from January 1, 2019 through December 31, 2021. If our absolute total shareholder return over such performance period is negative, no more than 100% of the PSUs (the target level) will vest. 42        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          What We Heard What We Did Limit use ofoff-cycle discretionary bonuses and fully-vested equity awards •  Discretionary bonuses commonly referred to within the Company as “Marlan” awards in honor of the late Marlan W. Downey (1931-2017), a long-time advisor to the Board, were historically awarded as a way to contemporaneously reward significant performance achievements by select officers and employees. •No Marlan bonuses have been awarded to executive officers since our 2018 Annual Meeting, and the Board has determined to cease its practice of awarding Marlan bonuses to executive officers. •No fully-vested equity awards have been granted to executive officers since 2018, and the Board has determined that itwill not grant fully-vested equity awards to executive officers. •  We adopted a new Annual Cash Incentive Plan (the “2019 Incentive Plan”) that provides that the Compensation Committee and Independent Board may make adjustments for individual executive officers for exceptional performance and attainment of certain strategic goals. For the 2019 short-term incentive program, our Independent Board capped this adjustment for each executive officer. Compensation Program Best Practices   What We Do:    What We Don’t Do: ✓    We pay for performance—approximately 85% of our CEO’s target total compensation for 2019, as reported in the Summary Compensation Table,2022 was variable and at risk, with approximately 60.1% performance-based    ×    We prohibitdo not permit hedging of Company stock ✓    We maintain robust stock ownership guidelines for officers    ×    We do notgross-up excise taxes for severance or change in control payments ✓    We engage an independent compensation consultant    ×    We do not guarantee bonuses ✓    We use competitive benchmarking in setting compensation    ×    We do not reprice stock options without shareholder approval ✓    We conduct annual risk assessments of compensation practices    ×    We have no defined benefit or supplemental executive retirement plans ✓    We conduct regular shareholder engagement to gather feedback on compensation practices and × We do not allow pledging of Company stock, except in limited circumstances ✓ We hold an annualsay-on-pay vote    ×    We discourage and limit pledging of Companydo not pay dividends on phantom units, restricted stock units (“RSUs”) or performance stock units (“PSUs”) Impact of COVID-19 and Related Items on Our Compensation Programs 2020 and 2021 The year 2020 was a challenging year. During the first quarter and through April 2020, the oil and natural gas industry witnessed an abrupt and significant decline in oil prices from $63 per Bbl in early January to as low as ($38) per Bbl in late April resulting from the worldwide spread of COVID-19 and a sudden, unexpected increase in global oil supply. In connection with such events, we implemented certain changes to our compensation program, including reductions in the base salary for our entire workforce, including our executive officers, to strengthen our balance sheet and further align the interests of our executive officers with our shareholders. Our executive officers’ 2020 equity grants also had a significantly lower grant date fair value than in 2019. In addition, although each of the Independent Board-approved metrics under our annual cash incentive plan (the “Cash Incentive Plan”) were met or exceeded, the Company’s executive officers and the Independent Board agreed that the executive officers would forego receiving any 2020 annual cash bonuses. During the latter half of 2020 and through 2021, the oil and natural gas industry experienced improvement in commodity prices, as compared to mid-2020. In connection with this improvement, the price of our Common Stock increased from a low of $1.11 in March 2020 to close at $22.04 on March 1, 2021. As a result, after consulting with the Compensation Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Independent Board reinstated many of the compensation components that were eliminated or reduced during 2020 and implemented a compensation program during 2021 that was similar to the Company’s compensation program in 2019, prior to the decline in oil prices in 2020 and the COVID-19 pandemic. For example, the Board determined to reinstate our Named Executive Officers’ salaries to the pre-April 2020 levels and our Named Executive Officers also received increases in their base salaries effective May 1, 2021. In addition, the Independent Board awarded long-term incentive awards to our Named Executive Officers with increased grant date fair values compared to the awards received by the Named Executive Officers in 2020 but at targeted values commensurate with the long-term incentive awards granted in 2019. Unlike 2020, our Named Executive Officers also received bonuses pursuant to our Cash Incentive Plan in connection with the performance of the Company in 2021. 46        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   2022 During 2022, the oil and natural gas industry continued to strengthen, with prices for oil and natural gas averaging $94.38 per Bbl and $6.37 per MMBtu, respectively, over the year. Matador’s stock price continued to improve as well, closing at $57.24 per share at December 30, 2022. As such, our compensation program in 2022 did not materially differ from our compensation program in 2021. Mr. Foran’s total compensation for 2022 decreased approximately 1% as compared to his total compensation for 2021. Mr. Foran’s average annual total compensation for the three years ended December 31, 2022 was approximately $6.6 million. Elements of 20192022 Compensation Program Our executive compensation program places a considerable amount of an executive’s compensation at risk in the form of incentive or equity-based compensation, which can be variable from year to year. We also seek to provide an appropriate balance between annual incentives and long-term incentives to ensure that each executive is motivated to consider longer-term Company performance in preference to short-term results. 2020 Proxy Statement|  Matador Resources Company        43     EXECUTIVE COMPENSATION   For 2019,2022, our management compensation program was comprised of the following primary elements.elements:   2019 Element   Key Features 2022 Element    Key Features Why We PaidInclude This Element Base Salary    •  Fixed level of cash compensation    •  Compensates each executive for his assigned responsibilities, experience, leadership and expected future contributions Annual Short-TermCash Incentive Payments    •  Variable, annual, performance-based cash compensation    •  Focuses and motivates management to achieve key corporate and individual objectives   •  Rewards achievements over the prior year Restricted Stock Phantom Units(1)    •  Approximately 50% of targeted total long-term equity award value   •  Vest  Vests ratably in annual installments over three years from grant date   •  Settle  Settles in cash    •  Directly aligns executive and stockholdershareholder interests by tying the cash received on settlement to the Company’s stock price   •  Retains executives over vesting period   •  Cash settlement avoids dilution of Common Stock Performance Stock Units(1)    •  Approximately 50% of targeted total long-term equity award value   •  Vest  Vests between 0% and 200% following a three-year performance period ending December 31, 20212024 based on the Company’s ranking of relative total shareholder return as compared to our peers   •  If relative total shareholder return is above target but absolute total shareholder return is negative, payout is capped at target (100%)    •  Focuses executives on the Company’s long-term performance as award is tied to the Company’s total shareholder return relative to the total shareholder return of its peers over a three-year performance period   •  Settlement in shares of the Company’s stock increases alignment between executives and stockholdersshareholders   •  Retains executives over vesting period 2023 Proxy Statement|  Matador Resources Company        47     EXECUTIVE COMPENSATION   Severance and Change of Control Benefits    •  Specified severance pay and benefits are provided under each Named Executive Officer’s employment agreement in connection with termination events, including after a change in control    •  Provides an incentive for executives to remain with the Company despite the uncertainties of a potential or actual change in control   •  Provides a measure of financial security in the event an executive’s employment is terminated without cause Other Benefits    •  Broad-based 401(k) retirement, employee stock purchase plan and health and welfare benefits offered to all eligible employees    •  Provides market competitive benefits   •  Protects employees against catastrophic loss and encourageencourages a healthy lifestyle   44        Matador Resources Company  |2020 Proxy Statement (1)   EXECUTIVE COMPENSATION          Mr. Frenzel was not serving as an executive officer in February 2022 when annual equity grants were approved. Mr. Frenzel’s long-term incentive compensation for 2022 included approximately 50% share-settled PSUs and approximately 50% service based restricted shares of Common Stock that vest in equal annual tranches over three years from grant. Consistent with our compensation program objectives, we provide our executive officers with a significant portion of their total compensation in the form of variable, rather than fixed, compensation. Importantly, a significant portion of total compensation is also performance-based. The percentages shown below reflect each executive’s target compensation as calculated inopportunity determined by the Summary Compensation Table.Committee and the Independent Board and do not reflect actual payments made to the executives for 2022.                                                 (1) Messrs. Frenzel and Lancaster omitted. Role of the Independent Board, Compensation Committee and Management The Compensation Committee annually evaluates each of the Company’s executive officers, including Mr. Foran, and recommends to the Independent Board the proposed compensation structure for each of the executives, including salary, equity andnon-equity incentive compensation. Based on such recommendations, the Independent Board sets Mr. Foran’s compensation each year. Mr. Foran consults with and provides recommendations to the Compensation Committee and Independent Board regarding the compensation structure for each of the other Named Executive Officers. Based on the recommendations of the Compensation Committee and Mr. Foran, the Independent Board sets the other Named Executive Officers’ compensation each year. The members of the Independent Board are required to be independent pursuant to the listing standards of the NYSE and the rules and regulations promulgated by the SEC. 48        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   As part of their annual evaluations, the Compensation Committee:   conducts an analysis of the Company’s annual performance relative to any performance criteria or targets established under the 2019 • conducts an analysis of the Company’s annual performance relative to any performance criteria or targets established under the Cash Incentive Plan and recommends to the Independent Board the amount of final annual cash incentive awards; reviews and recommends the form of and number of shares to be awarded pursuant to long-term incentive compensation awards, including vesting terms, performance metrics, performance peer groups and other material provisions of such awards; reviews executive officer compensation levels as compared to the Company’s peers; reviews and recommends any employment agreement, severance agreement, change in control agreement or provision or separation agreement or amendment thereof; and reviews and recommends any deferred compensation arrangement, retirement plan, other benefits and perquisites. 2020 Proxy Statement|  Matador Resources Company        45     EXECUTIVE COMPENSATION     • reviews and recommends the form of and number of shares to be awarded pursuant to long-term incentive compensation awards, including vesting terms, performance metrics, performance peer groups and other material provisions of such awards; • reviews executive officer compensation levels as compared to the Company’s peers; • reviews and recommends any employment agreement, severance agreement, change in control agreement or provision or separation agreement or amendment thereof; and • reviews and recommends any deferred compensation arrangement, retirement plan, other benefits and perquisites. In addition, the Compensation Committee confirms at least annually that our compensation policies and practices do not encourage unnecessary risk taking and reviews the relationship between risk management, corporate strategy and executive compensation. The Compensation Committee considers, in establishing and reviewing our compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not and is not reasonably likely to have a material adverse effect on us. SeveralMany features of our program reflect sound risk management practices. Base salaries are fixed in amount and thus do not encourage risk taking. While annual executive short-termcash incentive payments are tied to management’s achievements during the previousapplicable fiscal year, they also take into account multiple performance criteria based on the executive’s individual performance and are within the discretion of the Independent Board.Board, with payout limits for each participant. Thus, the Compensation Committee believes that our short-termannual cash incentive awards appropriately balance risk and the desire to focus executives on specific short-term goals important to the Company’s success, and that they do not encourage unnecessary or excessive risk taking. In addition, the Compensation Committee believes that our equity compensation program provides an appropriate balance between the goals of increasing the price of our Common Stock and avoiding potential risks that could threaten our growth and stability due to the fact that the RSUsphantom units and PSUs vest over three years and the PSUs vest based on our relative total shareholder return.return, with an overall payout limit and a further limit if absolute total shareholder return is negative. We also maintain policies prohibiting hedging and pledging (except in limited circumstances) and stock ownership guidelines, which we believe further mitigate the potential for unnecessary or excessive risk taking. In addition, pursuant to its charter, the Compensation Committee reviews and recommends to the Independent Board any proposals for the adoption, amendment, modification or termination of our incentive compensation, equity-based plans andnon-equity based plans. Role of the Independent Compensation Consultant The Compensation Committee has engaged Meridian as its independent executive compensation advisory firm. Meridian provides assessments of the competitiveness of the Company’s executive compensation levels and practices relative to relevant executive labor markets and performs other tasks as requested by the Compensation Committee. For 2019,2022, the Compensation Committee assessed the independence of Meridian pursuant to applicable SEC and NYSE rules and concluded that Meridian’s engagement by the Compensation Committee did not raise any conflicts of interest. Use of Peer Group Market Data Our independent compensation consultant benchmarks the pay levels of our officers against a group of competitor companies in the oil and natural gas exploration and production sector (the “Peer Group”). In connection with its annual review, the Compensation Committee and Independent Board adopted the following new Peer Group in 2019,2022, which was used in setting 20192022 compensation levels:   Callon Petroleum Company Centennial Resource Development,Resources Coterra Energy Inc. Cimarex Energy Co. Diamondback Energy Inc. Encana Corp. (now Ovintiv Inc.) Jagged Peak EnergyLaredo Petroleum Inc.    Laredo Petroleum,Magnolia Oil & Gas Corp. Marathon Oil Corp. Ovintiv Inc. Oasis Petroleum, Inc. ParsleyPDC Energy Inc. SM Energy Company WPX Energy, Inc. Following the October 2019 announcement of the merger of Jagged Peak Energy Inc. into Parsley Energy, Inc., Jagged Peak Energy Inc. was no longer considered in determining any elements of executive compensation. 2023 Proxy Statement|  Matador Resources Company        49     EXECUTIVE COMPENSATION   In addition to considering companies in the oil and natural gas exploration and production sector, the Compensation Committee also considered company size characteristics such as assets, enterprise value and market value when approving the Peer Group. As of December 31, 2019, the Peer Group had a median market capitalization of $1.89 billion, compared to the Company’s market capitalization of $2.1 billion at such date, placing the Company at the 51st percentile of the Peer Group. The Peer Group also includes certain companies with operations in the Permian Basin that face similar opportunities and challenges that we face. For 2022, the Compensation Committee replaced Cimarex Energy Co. with its successor, Coterra Energy, Inc., following Cimarex Energy’s business combination with Cabot Oil & Gas, now doing business as Coterra Energy. The Compensation Committee also removed Devon Energy Corp. and Oasis Petroleum, Inc. following the announcements of their respective business combinations with WPX Energy and Whiting Petroleum Corporation, and removed Pioneer Natural Resources Company in consideration of its market capitalization relative to that of the Company. The Compensation Committee added Centennial Resources, now doing business as Permian Resources following its business combination with Colgate Energy, to the 2022 Peer Group given its exploration and production activities in the Delaware Basin and comparable market capitalization. Additionally, the Compensation Committee added Magnolia Oil & Gas Corp. to the 2022 Peer Group given its comparable market capitalization and Laredo Petroleum Inc., now doing business as Vital Energy, given its exploration and production activities in the Permian Basin. As of December 31, 2022, the Peer Group had a median market capitalization of $5.7 billion, compared to the Company’s market capitalization of $6.8 billion at such date, placing the Company at the 65th percentile of the Peer Group. The Peer Group is used by the Compensation Committee and the Independent Board in setting Named Executive Officer salaries, annual short-termcash incentive award opportunities, long-term incentive awards and target total direct compensation levels. The 46        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          Compensation Committee and Independent Board use this data to inform their pay decisions as one data point among many others, including Company performance, individual performance, experience and responsibilities, leadership and professional growth. 20192022 Base Salaries In early 2019, based on the recommendations of Mr. Foran (other than with regard to his base salary), theThe Compensation Committee recommended, and the Independent Board approved, the following 2019effective January 1, 2022, increases in base salariessalary levels for ourthe Named Executive Officers.Officers as set forth below.   Executive Officer    2018 Base Salary      2019 Base Salary   Joseph Wm. Foran    $ 1,100,000      $ 1,200,000   Chairman of the Board and Chief Executive Officer                   Matthew V. Hairford    $ 660,000      $ 700,000   President                   David E. Lancaster    $ 625,000      $ 680,000   Executive Vice President and Chief Financial Officer                   Craig N. Adams    $ 600,000      $ 660,000   Executive Vice President and Chief Operating Officer—Land, Legal & Administration                   Billy E. Goodwin    $ 575,000      $ 660,000   Executive Vice President and Chief Operating Officer—Drilling, Completions & Production                         Executive Officer      2021 Base Salary (as of Dec. 31)(1)          2022 Base Salary (as of Dec. 31)     Joseph Wm. Foran    $ 1,300,000      $ 1,350,000   Billy E. Goodwin    $ 725,000      $ 750,000   Van H. Singleton, II    $ —      $ 750,000   Craig N. Adams    $ 725,000      $ 750,000   Michael D. Frenzel    $ —      $ 450,000   David E. Lancaster    $ 725,000      $ 750,000 (2)  (1) Information is not provided for Messrs. Singleton and Frenzel for 2021 as they were not Named Executive Officers in 2021. (2) Reflects Mr. Lancaster’s annual base salary prior to his retirement and transition to an advisor role effective March 31, 2022. For his compensation arrangement following such transition, see “Advisor Agreement” below. The Independent Board determined raisesthat the base salary increases for each of the Named Executive OfficerOfficers effective January 1, 2022 were warranted based upon each Named Executive Officer’s individual contributions to, among other items:   • the Company’s operational performance during 2021, including record annual oil, natural gas and average daily oil equivalent production; • the Company’s financial performance during 2021; • the significant increase in the Company’s stock price during 2021, especially as compared to the spring of 2020; • the Company’s continued improvement in operational efficiencies; 50        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   • the Company’s continued focus on improvement in its ESG initiatives and disclosure of such initiatives; • the continued growth of the Company’s midstream business throughout 2021; and • certain Named Executive Officers’ assumption of additional responsibilities following the retirement of Messrs. Hairford and Lancaster. 2022 Annual Cash Incentive Compensation The Company’s record oil, natural gas and average daily oil equivalent production for 2018; the significant additions2022 annual cash incentive compensation was awarded pursuant to the Company’s Delaware Basin acreage position throughout 2018, including 8,400 gross and net acres acquired in the September 2018 Bureau of Land Management New Mexico Oil and Gas Lease Sale; the Company’s continued improvement in operational efficiencies throughout 2018; the Company’s record reserves for 2018; the significant growth of our midstream business in 2018, highlighted by San Mateo’s execution of numerous accomplishments; and the completion of several key financing arrangements in 2018 that improved our liquidity and capital structure. 2019 Annual Incentive Compensation We adopted the 2019Cash Incentive Plan, effective as of January 1, 2019. The 2019 Incentive Planwhich is designed to link executive decision making and performance with the Company’s goals, reinforce these goals and ensure the highest level of accountability for the success of the Company as a whole. The 2019Cash Incentive Plan advances Company and shareholder interests by providing an additional means to (i) sustain and enhance the culture of personal commitment on the part of executives, select managers and key employees in the continued growth, development and financial success of the Company and (ii) encourage them to remain with, and devote their best efforts to, the Company. The 2019Cash Incentive Plan provides for the granting of awards of incentive compensation awards that may be paid to a participant upon satisfaction of specified performance goals for a particular performance period. In addition, the 2019Cash Incentive Plan provides that the Compensation Committee and Independent Board may make adjustments for individual executive officers for exceptional performance and attainment of certain enumerated strategic goals (the “Discretionary Adjustment”). 2020 Proxy Statement|  Matador Resources Company        47     EXECUTIVE COMPENSATION   Performance Goals For 2019,2022, the chair of the Compensation Committee met with Meridian and management to discuss potential criteria for the performance goals. Based on these meetings, the chair of the Compensation Committee proposed certain preliminary performance goal categories for consideration for 2019.2022 to the full Compensation Committee. The Compensation Committee then met with Meridian and management to review the proposed performance goals. The categories of these performance goals reflect the continuation of the Compensation Committee’s strategic shift initiated several years ago from primarily growth-oriented performance goals to performance goals that incentivize capital efficiency and returns, in addition to growth-oriented goals.goal categories. As a result of these meetings,discussions, and upon the recommendation of the Compensation Committee, recommended and the Independent Board determined to use the following threshold, target and maximum performance goals for 2019,2022, which were each achieved at or above target,the maximum level, as shown below:   2019 Performance Goals   Threshold   Target   Maximum   Actual Results   Assessment Oil production (millions of Bbl)   12.9   13.1   13.3   14.0   Exceeded maximum Return on average capital employed (ROACE)(1)   16.0%   18.0%   21.0%   20.5%   Approached maximum San Mateo Adjusted EBITDA (millions of $)(2)(3)   $80.0   $90.0   $100.0   $96.3   Exceeded target Net Debt/Adjusted EBITDA(2)(4)(5)   2.7x   2.4x   2.1x   2.3x   Exceeded target Total 2019 shareholder return vs. Peer Group   Upper 75%   Upper 33%   Upper 25%   Upper 25%   Achieved maximum Adjusted Operating Expenses per BOE(6)   $13.75   $13.25   $12.75   $11.98   Exceeded maximum             2022 Performance Goals   Threshold   Target   Maximum   Actual Results   Assessment   Adjusted Free Cash Flow (millions)(1)   $800   $935   $1,100   $1,231   Exceeded maximum   Net Debt/Adjusted EBITDA(2)(3)(4)   0.55x   0.47x   0.40x   0.32x   Exceeded maximum   Total 2022 Shareholder Return vs. Peer Group   —   Upper 50%   Upper 25%   Upper 25%   Achieved maximum   Environmental, Social and Governance (ESG)(5)   —   —   —   —   —(6)   (1) ROACEAdjusted Free Cash Flow is anon-GAAP financial measure included herein solely as a reference point under the 2019Cash Incentive Plan. It is similar to “return on capital employed” metricscommonly used by othersimilar companies in our industry. The Compensation Committee and the Independent Board believe ROACE is an appropriate performance goal because it allows them to evaluate our return on capital and compare our profitability and the efficiency with which we have employed capital over time relative to other companies. For a definition of ROACEAdjusted Free Cash Flow and a reconciliation of ROACEAdjusted Free Cash Flow to our net income (loss),cash provided by operating activities, seeAnnex A to this Proxy Statement. (2) Adjusted EBITDA is anon-GAAP financial measure included herein solely as a reference point under the 2019Cash Incentive Plan. It is commonly used by similar companies in our industry. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to ourMatador’s and San Mateo’s net income (loss) and net cash provided by operating activities, seeAnnex A to this Proxy Statement. (3) The Compensation CommitteeAs a reference point under the Cash Incentive Plan, Net Debt as of December 31, 2022 is calculated as (i) $699.2 million in senior notes outstanding, plus (ii) $45.6 million in debt under the Credit Agreement, including outstanding borrowings and the Independent Board believe Adjusted EBITDA attributable to San Mateo is an appropriate performance goal because it allows them to evaluate San Mateo’s operating performance and compare the resultsletters of operations from period to period without regard to San Mateo’s financing methods or capital structure.credit, less (iii) $505.2 million in available cash. (4) Net Debt is equal to the principal amount of Matador’s outstanding senior notes, plus Matador’s outstanding revolving credit facility debt, plus Matador’s share of San Mateo I’s outstanding credit facility debt, less available cash (including Matador’s share of restricted cash, which is primarily attributable to San Mateo). (5) Attributable to Matador Resources Company shareholders.shareholders after giving effect to those values attributable to third-party non-controlling interests, including in San Mateo. (5) Based on a qualitative assessment of the Company’s overall progress in its ESG-related efforts, including with respect to enhancements to public disclosures, and a review of the Company’s performance in the areas of environmental stewardship, safety processes and procedures, training of personnel, risk management, cybersecurity and diversity and inclusion. (6) Adjusted Operating Expenses per BOE is defined asAmong other items, the sumCompensation Committee and Independent Board noted the progress in enhancing ESG disclosure, including the publishing of the following operating expenses per BOE: (i) production taxes, transportationCompany’s annual Sustainability Report, the reduction in direct greenhouse gas emissions intensity from 2019 levels, the number of training hours conducted by Company personnel, management’s focus on risk management and processing, (ii) lease operatingcybersecurity, including quarterly reports by executive management to the Audit Committee, and (iii) general and administrative.the absence of any recordable employee injuries.   482023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement51     EXECUTIVE COMPENSATION   In addition to the 2022 performance goals outlined above, the Compensation Committee also considered certain discretionary factors in connection with the assessment of the performance of the Named Executive Officers during 2022. These other factors included: •     EXECUTIVE COMPENSATION          percentage of oil production growth of 23%;   • reserves growth of 356.7 MMBOE; 2019 • drilling and completions cost per foot of $879; • lease operating expenses per BOE of $4.08; • San Mateo Adjusted EBITDA (a non-GAAP financial measure) of $198.0 million; and • the completion of numerous quality acreage, mineral and midstream transactions. 2022 Incentive Opportunities In making recommendations regarding potential 20192022 annual cash incentive opportunities for our Named Executive Officers, the Compensation Committee reviewed Meridian’s recommendations and the recommendations of management regarding proposed target opportunities. Based on such review, which took into account the differing responsibilities of each Named Executive Officer and peer groupPeer Group data, where available, for bonus levels for comparable positions, the 20192022 target annual incentive opportunities were increased by 20% for each of our Named Executive Officers other than Mr. Foran, whose target did not change, and Mr. Frenzel, who was not an executive officer in 2021, as set forth below were approved.below. Mr. Lancaster did not participate in the 2022 Cash Incentive Plan due to his announced retirement and transition to a Special Advisor role.   Participant Target Annual Incentive Opportunity as % of 2019 Base Salary   Participant 2022 Target Annual Incentive Opportunity as % of 2022     Base Salary     Joseph Wm. Foran      110.0 100 %   Matthew V. Hairford  Billy E. Goodwin      90.0 100 %   David E. Lancaster  Van H. Singleton, II      85.0 100 %   Craig N. Adams      80.0 100 %   Billy E. Goodwin  Michael D. Frenzel      80.0 100 %   The maximum award opportunity for Mr. Foran was capped at 200%, for Messrs. Goodwin, Singleton and Adams was capped at 175% and for Mr. Frenzel was capped at 135%, in each case, prior to application of the Discretionary Adjustment. Our Independent Board also determined to cap the Discretionary Adjustment for each Named Executive Officerof Messrs. Foran, Goodwin, Singleton and Adams at 30% and for Mr. Frenzel at 25% of the eachsuch Named Executive Officer’s total 20192022 annual cash incentive payment.   2020 Proxy Statement|52        Matador Resources Company  49|2023 Proxy Statement     EXECUTIVE COMPENSATION         EXECUTIVE COMPENSATION     20192022 Performance Results The Compensation Committee then assessed the Company’s 20192022 results in light of the performance goals and the following individual performance milestones for each Named Executive Officer when determining appropriate short-termannual cash incentive award amounts:   Named Executive Officer    Individual Performance Milestones Joseph Wm. Foran Chairman and Chief Executive Officer    •Collaboratedwith the Board and other executive officers to createandcreate and maintainan effective team culturethroughout each level of Matador’s organization that hasbuilt valuethrough (1) selective acreage acquisitions, (2) traditional oil and natural gas operationsgrowing organically through the drill bit, and (3)(2) expanding midstream operationsin Matador’s various asset areas and (3) selective acreage acquisitions   •  Provideddirectionandleadershipthroughout Matador in developing and executing Matador’sstrategy and operational planin 2019,2022, which resulted in record operational and midstreamfinancial results including and free cash flow during each quarter of 2022   ¡17% reserves growth ¡27% oil equivalent production growth ¡9% total revenue growth •Provided leadership to the Board, including recommendingwith respect to doubling the Nominating CommitteeCompany’s quarterly dividend from $0.05 per share in the first and second quarters of 2022 to $0.10 per share in the third and fourth quarters of 2022 and announcing a highly qualified Board candidate with additional expertise and experience and improving50% increase to $0.15 per share in the Board’s function and processesfourth quarter of 2022   •  Directed the Company’s collective efforts to convert approximately $21.9 millionofnon-core assets to cash •  Worked with other executive officers and directors to expand the vision and strategy for Matador’s midstream operations, including the negotiations for the San Mateo II joint venture and the expansion of the San Mateo system •Oversawthe collaborative management of theCompany’s balance sheet and strong financial position, including through an increasethe generation of $1.22 billion of adjusted free cash flow and the repayment of $405 million in the borrowing base under the Credit Agreementlong-term debt in 2022   •  Led firmwide focus onattracting, training and retaining talent, encouragingemployee leadership development and director engagementandaligning our strategyand operational plan throughout the organization   •  Directed efforts todevelop and maintain relationshipswith directors, shareholders, vendors and other key stakeholders with the assistance of other executive officers Matthew V. Hairford President  Billy E. Goodwin President—Operations    •OversawLed the team efforts that resulted Company’s collaborative drilling, completions and production activities, managing approximately $772.5 million of capital expenditures in 2022 related to the Company’s operations in its primary operating areas, resulting in record dailytotal oil equivalentand natural gas production in 2022 •  Led Matador’s continuing improvement in capital efficiency as demonstrated by ¡  D/C/E capital expenditures for 2022 of $772.5 million, which was at the low end of our revised estimated range for 2022 D/C/E capital expenditures of $765 to $835 million as provided on July 26, 2022 and anincreaseaffirmed on October 25, 2022, which included the addition of 27%a seventh operated drilling rig in September 2022 ¡  the continued transition to drilling longer laterals, whereby 90% of the operated horizontal wells we turned to sales in 2022 had lateral lengths of two miles or greater, as compared to only 8% as recently as 2019   •  Directed the work of the Company’s field personnelMaxOps program to increase drilling, completions and production experience among our engineering staff and the implementationMaxCom program to ensure coordination of the Company’s health, safetydrilling and environmental initiatives and interacted with shareholders and directors on financial matters •  Worked with other executive officers to contain costs while maintaining and improving relationships with key vendors •  As Chairman of the Board and President of San Mateo, led the Company’s midstream efforts to, among other items, ¡Form San Mateo II, expanding our midstream completions operations in Eddy County, New Mexico   502023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement53     EXECUTIVE COMPENSATION        EXECUTIVE COMPENSATION            Named Executive Officer    Individual Performance Milestones ¡  Achieve strong operating results, highlighted by increased third-party midstream services revenues, natural gas gathering and processing volumes, water gathering and disposal volumes and oil gathering volumes ¡  Secure increased third-party commitments or dedications, such that the Black River Processing Plant operated at95% of its designed inlet capacity at certain times near the end of the third quarter and early in the fourth quarter of 2019 David E. LancasterExecutive Vice President  Van H. Singleton II President—Land, Acquisitions and Chief Financial Officer Divestitures and Planning    •Led the collective effort to manage the Company’s balance sheet and improve  Oversaw the Company’s already strong financial position throughland, land administration and acquisition & development activities, including the consummation of over 240 acquisitions   ¡Anincrease of the borrowing base under the Credit Agreement to $900 million•  Coordinated business development activities and opportunities   ¡An increase•  Managed the Company’s land efforts to convert approximately $45 million of the lender commitments underSan Mateo I’s credit facilitynon-core assets to $375.0 million using the accordion featurecash   •  Responsible for the Company’s financial modeling, guidance and relationships with financial institutions, shareholders, bondholders, equity and bond analysts and public markets •  As a distinguished petroleum engineer, provided oversight and quality control to the Company’s exploration and development activities and its reserve studies  Served as Chairman of San Mateo Craig N. Adams Executive Vice President, Co-Chief Operating Officer, Chief of Staffand Chief Operating Officer—Land, Legal & AdministrationCorporate Secretary    •  Shared Chief Operating Officer responsibilities and acted as chief administrative officer •  Coordinated and oversaw the generallegal mattersof the Company through the management of the Company’s legal staff   •Managed the Company’s legal and land efforts to convert approximately $21.9 millionofnon-core assets to cash •Responsible for coordinating administrative functionsof the Company, includingBoard functionsand interaction with management, office facilities and the oversight of the Company’shuman resource activitiesand departmental efficiencies   •Helped implementadvance the Company’s ESG initiatives Billy E. Goodwin Executive Vice President and Chief Operating Officer—Drilling, Completions & Production •Led the Company’s collaborative drilling, completions and production activities, managing approximately $672 million of capital expenditures in 2019 related to the Company’s operations in its primary operating areas, resulting in ¡17% reserves growth ¡27% oil equivalent production growth •  Worked with other executive officers and staff members to innovate and to increase capital efficiencies by drilling longer laterals, using central facilities and multi-well pads and reducing costs, while maintaining and improving relationships with key vendors •  Directed theMaxOps program to increase drilling, completions and production experience among our engineering staff and theMaxCom program to ensure coordination of drilling and completion operations •  Oversaw team efforts to drill salt water disposal wells in connection with the expansion of San Mateo’s salt water gathering and disposal systems 2020 Proxy Statement|  Matador Resources Company        51     EXECUTIVE COMPENSATION     Michael D. Frenzel Executive Vice President, Treasurer, and Former Principal Financial Officer    •  Served as principal financial officer of the Company and primary financial officer of San Mateo •  Managed the Company’s treasury, financial planning and forecasting, budgeting, capital markets, hedging, financial reporting and investor relations activities •  Shared primary responsibility for investor conferences and non-deal roadshows with Mr. Foran The Compensation Committee also reviewed with Mr. Foran the individual performance of the other Named Executive Officers to make a determination as to whether any individual Named Executive Officer merited a short-term incentive payment above or below the payout level determined for the Named Executive Officers generally. The Compensation Committee took into consideration the individual performance milestones listed above as well as additional contributions to the achievement of Company-wide goals. Based on this review, the Compensation Committee determined that each of the Named Executive Officers performed at a high level in 20192022 in contributing to the Company’s success. However, theThe Compensation Committee did not recommendrecommended that the Independent Board make any Discretionary AdjustmentAdjustments to the annual cash awards equal to 15% for each of Messrs. Foran, Goodwin, Singleton and Adams for 2022. Additionally, the Compensation Committee performed a qualitative assessment of the Company’s ESG record for the year. Among other items, the Compensation Committee noted the progress in enhancing ESG disclosure, including the publishing of the Company’s Sustainability Report, the reduction in direct greenhouse gas emissions intensity from 2019 levels, the number of training hours conducted by Company personnel, management’s focus on risk management and cybersecurity, including quarterly reports by executive management to the Audit Committee, and the absence of any Named Executive Officer.recordable employee injuries. 54        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   Based on such assessment, the Compensation Committee recommended to the Independent Board the annual cash awards listed below for each Named Executive Officer under the 2019Cash Incentive Plan. The Independent Board approved such annual cash awards, which were paid to the Named Executive Officers in February 2020. Consistent with the recommendation of the Compensation Committee,2023. As outlined above, the annual cash awards reflected noa 15% Discretionary Adjustment for individual executive officerseach of Messrs. Foran, Goodwin, Singleton and Adams for exceptional performance and attainment of certain strategic goals.           Executive Officer    Target Award Payable under 2019 Incentive Plan    Maximum Award Payable under 2019 Incentive Plan    2019 Incentive Plan Actual Award    Actual Award as % of Target Award Named Executive Officer(1)    Target Award Payable for 2022      Maximum Award Payable for 2022(2)      Actual Award for 2022(3)   Joseph Wm. Foran      $ 1,320,000      $ 2,640,000      $ 2,510,000      190.2 %      $1,350,000        $3,510,000        $3,105,000   Billy E. Goodwin      $   750,000        $1,706,250        $1,509,375                       Matthew V. Hairford      $ 630,000      $ 1,260,000      $ 1,200,000      190.5 %                     David E. Lancaster      $ 578,000      $ 1,156,000      $ 1,100,000      190.3 %                     Van H. Singleton, II      $   750,000        $1,706,250        $1,509,375   Craig N. Adams      $ 528,000      $ 1,056,000      $ 1,005,000      190.3 %      $   750,000        $1,706,250        $1,509,375                       Billy E. Goodwin      $ 528,000      $ 1,056,000      $ 1,005,000      190.3 %                     Michael D. Frenzel      $   450,000        $   759,375        $   450,000   2019 (1) Excludes Mr. Lancaster who did not participate due to his announced retirement and transition to a Special Advisor role. (2) Includes maximum potential Discretionary Adjustment above the target incentive opportunities for each of Mr. Foran, Goodwin, Singleton and Adams of 30% and for Mr. Frenzel of 25%. (3) The actual awards reflected a 15% Discretionary Adjustment above the target incentive opportunities for each of Messrs. Foran, Goodwin, Singleton and Adams for exceptional performance and attainment of certain strategic goals. 2022 Long-Term Incentive Compensation In February 2019, after consulting with Meridian and management and considering shareholder feedback,2022, the Compensation Committee recommended that we transition from a long-term incentive mix for executive officersIndependent Board granted awards of 67% service-based restricted stock and 33% stock options to 50% service-based cash-settled RSUsphantom units and 50% PSUs. The Independent Board granted such awards in February 2019.share-settled PSUs to Messrs. Foran, Goodwin, Singleton, and Adams. These long-term equity awards facilitate retention of our Named Executive Officers, incentivize positive future results and further align the interests of our Named Executive Officers with those of the Company’s shareholders. Mr. Frenzel was not serving as an executive officer in February of 2022 when annual equity grants were approved. Mr. Frenzel’s long-term incentive compensation for 2022 included approximately 50% share-settled PSUs and approximately 50% service-based restricted shares of Common Stock that vest in equal annual tranches over three years from grant. Mr. Lancaster did not receive any 2022 equity awards due to his announced retirement and transition to a Special Advisor role. The table below provides the key terms of the February 20192022 equity awards.awards for Messrs. Foran, Goodwin, Singleton, and Adams:   Key Terms    Restricted Stock Units    Performance Stock Units Targeted percentage of total award value    50%    50% Vesting terms    Three years ratably on each anniversary    Following three-year performance period ending December 31, 2021 Performance metric    N/A    Relative total shareholder return 52        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          Key Terms    Phantom Units    Performance Stock Units   Targeted percentage of total award value    50%    50%   Vesting terms    Three years ratably on each anniversary    Following three-year performance period ending December 31, 2024   Performance metric    N/A    Relative total shareholder return, with payout capped at target if absolute total shareholder return is negative The number of shares underlying each grant and the target value and grant date fair value of the 20192022 annual equity grants are set forth in the table below.below:       Participant    Restricted Stock Units      Target Performance Stock Units      Targeted Value   Named Executive Officer(1)    Phantom Units(2)      Target Performance Stock Units      Targeted Value   Joseph Wm. Foran      113,379        113,379      $ 4,000,000        50,431        34,547        $4,387,483                  Billy E. Goodwin      24,138        16,535        $2,099,996   Matthew V. Hairford      59,524        59,524      $ 2,100,000                  David E. Lancaster      53,855        53,855      $ 1,900,000                  Van H. Singleton, II      24,138        16,535        $2,099,996   Craig N. Adams      48,186        48,186      $ 1,700,000        24,138        16,535        $2,099,996                  Billy E. Goodwin      48,186        48,186      $ 1,700,000            Michael D. Frenzel      11,638        7,972        $1,012,472   (1) Excludes Mr. Lancaster, who did not receive an award in 2022. (2) Reflects restricted stock for Mr. Frenzel. 2023 Proxy Statement|  Matador Resources Company        55     EXECUTIVE COMPENSATION   The Independent Board approved the total targeted value for the year for each Named Executive Officer and then converted that value into an approximate aggregate number of units based on the closing price of our Common Stock on the date prior to the date of grant. The units were then granted 50% in the form of RSUsphantom units and 50% in the form of PSUs (at target)., except with respect to Mr. Frenzel. The newly introduced PSU equity component provides for settlement of between 0% and 200% of the total target PSUs subject to the award based on our total shareholder return relative to the total shareholder return of a specified peer groupthe Peer Group over a three-year performance period from January 1, 20192022 through December 31, 2021.2024. If our absolute total shareholder return over such performance period is negative, no more than 100% of the PSUs may vest. The applicable percentage of vested units is shown below with respect to each percentile ranking.     Company’s Relative Total Shareholder Return Percentile Ranking   Percentage of Target Units That Will Vest   Percentage of Target PSUs That Will Vest 0   0%     0% 10th   20%     20% 20th   40%     40% 30th   60%     60% 40th   80%     80% 50th   100%     100% 60th   120%     120% 70th   140%     140% 80th   160%     160% 90th   180%     180% 100th   200%     200% 2020 Proxy Statement|  Matador Resources Company        53     EXECUTIVE COMPENSATION   TheIn connection with its annual review, the Compensation Committee and Independent Board updated the peer group for purposes of the 2022 PSU grants. The Peer Group used for determination of the Company’s relative total shareholder return is as follows, which is the same as the Company’s 2019 Peer Group:follows:   Callon Petroleum Company Centennial Resource Development,Coterra Energy Inc. Cimarex Energy Co. Diamondback Energy Inc. EncanaLaredo Petroleum Inc. Magnolia Oil & Gas Corp. (now Ovintiv Inc.) Jagged Peak Energy Inc.Marathon Oil Corp.    Laredo Petroleum,Ovintiv Inc. Oasis Petroleum, Inc.PDC Energy Inc Parsley Energy, Inc.Permian Resources Corp. SM Energy Company WPX Energy, Inc.S&P Oil & Gas Exploration & Production Select Industry Index DueVesting of 2020 PSUs The PSU awards granted to the mergerNamed Executive Officers in March and June 2020 vested on December 31, 2022 based on the percentile level at which the total shareholder return to the Company’s stockholders over the three-year period ending December 31, 2022 stood in relation to the total shareholder return realized for that period by each member of Jagged Peaka group of peer companies established by the Board at the time of the grant of the awards. In accordance with the terms of the award agreements governing the awards, Oasis Petroleum, Inc. had declared bankruptcy during the period and was therefore included with a negative 100% total shareholder return and each of Cimarex Energy Inc. intoCo., Parsley Energy, Inc. in early 2020, Jagged Peakand WPX Energy, Inc. will no longer be considered in determiningwere acquired during the Company’speriod and were removed from the 2020 peer group and excluded from the relative total shareholder return undercalculation for the PSUs. vesting of the 2020 Compensation The information provided inPSUs. Based on our performance and after such adjustments this CD&A focuses primarily oncalculation, the compensation program in effect during 2019Company’s total shareholder return percentile ranking was at the 88th percentile and the Compensation Committee’s analysis and decision-making process undertaken with respect to the 2019 compensation program. It is important to note that all decisions with respect to 2019 executive compensation were made in or prior to February 2020 and based on the Company’s strong 2019 performance. In particular, both the quarter and year ended December 31, 2019 were the best in the Company’s history. In 2019, thePSUs vested at 175% of target. 56        Matador Resources Company  increased its oil and natural gas production and proved oil and natural gas reserves to all-time highs, maintained its focus on improving operational and capital efficiencies and continued to grow and increase its cash flows. At the same time, the Company reduced its capital expenditures for drilling, completing and equipping wells while keeping its unit operating costs flat as compared to 2018. Finally, at the time these executive compensation decisions were made, the NYMEX West Texas Intermediate oil price was over $50 per Bbl.|2023 Proxy Statement     EXECUTIVE COMPENSATION   Since that time, the emergence of the novel coronavirus, or COVID-19, as a global pandemic has significantly reduced demand for oil and natural gas, and escalating tensions between Saudi Arabia and Russia regarding OPEC+ oil production have resulted in a substantial decrease in oil and natural gas prices. The severity of these events has caused the Compensation Committee to review their impact on the oil and natural gas industry and the broader economy to ensure executive compensation is aligned with the interests of our shareholders in today’s operating environment. In further support of our compensation philosophy and objectives and in response to these challenging market conditions, in March 2020, the Compensation Committee, in conjunction with Mr. Foran, reviewed the previously approved 2020 base salaries for executive officers and proposed Board compensation. The Compensation Committee and Mr. Foran specifically focused on the impact of COVID-19 and the actions of Saudi Arabia, Russia and other OPEC+ countries on the trading price of our Common Stock. In light of these developments, the Company was the first in the oil and natural gas industry to publicly announce reductions in executive compensation when Mr. Foran voluntarily agreed to reduce his 2020 base salary by 25% and the Board agreed to reduce their compensation by 25%, too. Our other executive officers also voluntarily agreed to reduce their 2020 base salaries by 20%. Furthermore, in determining the size of 2020 long-term incentive awards for executive officers granted in March 2020, the Compensation Committee and Independent Board used a value of approximately $13 per share—reflecting the trading price of our Common Stock in mid-February before the coronavirus pandemic and precipitous drop in oil prices began to impact the price of our Common Stock—instead of the significantly lower grant date fair value, which approximated $2 per share. The Compensation Committee is continuing to assess whether further changes to our 2020 executive compensation program are warranted. Benefits We offer a variety of health and welfare programs to eligible employees, including the Named Executive Officers. The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, pharmacy, dental, disability and life insurance. We also have a 401(k) plan for eligible employees, including the Named Executive Officers, to which we contribute 3% of the employee’s eligible compensation, which is subject to limits established by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and have the discretion to contribute up to an additional 4% of the employee’s eligible compensation as adollar-for-dollar matching contribution with respect to his or her elective deferral contributions. The discretionarydollar-for-dollar match is subject to vesting based upon years of service to the Company and the limits on the compensation that may be considered under the Code. In addition, we provide long-term care insurance for certain of our executive officers. 54        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          Severance and Separation Arrangements Employment Agreements We have entered into employment agreements with each of our Named Executive Officers. Under the employment agreements, if a termination of employment occurs pursuant to one of the following events:   the Named Executive Officer dies; • the Named Executive Officer dies;   the Named Executive Officer is totally disabled; • the Named Executive Officer is totally disabled;   we mutually agree to end the employment agreement; • we mutually agree to end the employment agreement;   we dissolve and liquidate; or • we dissolve and liquidate; or   the term of the employment agreement ends, • the term of the employment agreement ends, we will pay the Named Executive Officer the average of his annual cash bonus, which includesnon-equity incentive compensation, for the prior two years,pro-rated based on the number of complete or partial months completed during the year of termination. Also, under the employment agreements, if one of the following occurs:   • the Named Executive Officer’s employment is terminated other than (i) as set forth above, (ii) by us for just cause or (iii) in connection with a “change in control” as described below; or • the Named Executive Officer (other than Mr. Frenzel) terminates his employment for “good reason,” then, (i) as set forth above, (ii) by us for just cause or (iii) in connection with a “change in control” as described below; or the Named Executive Officer terminates his employment for “good reason,” if the Named Executive Officer is Mr. Foran, we will pay him twice his base salary and twice the average of his annual cash bonus for the prior two years; if the Named Executive Officer is(ii) for Messrs. Hairford, Lancaster,Goodwin, Singleton, or Adams or Goodwin, we will pay him 1.5 times his base salary and 1.5 times the average of his annual cash bonus for the prior two years; and (iii) for Mr. Frenzel, we will pay him one-half of his base salary and one-half of the average of his annual cash bonus for the prior two years. Finally, under the employment agreementsagreement of Messrs.Mr. Foran, Hairford and Lancaster, which werewas entered into in 2011, if we terminate the Named Executive OfficerMr. Foran within 30 days prior to the “change in control” or within 12 months after the “change in control” without just cause or the Named Executive OfficerMr. Foran terminates his employment with or without “good reason” during such period, we will pay him three times his base salary and three times the average of his annual cash bonus for the prior two years. These agreements wereThis agreement was entered into prior to our initial public offering. At that time, we believed a “modified single trigger” was appropriate given the Company’s size, early stage of development and strong growth aspirations. Since that time, however, we have ceased to use “modified single triggers” in executive employment agreements, and we intend to exclusively use “double triggers” going forward, as we have since 2014. The agreementagreements entered into with Mr.Messrs. Goodwin, Singleton, Adams, in March 2014 and the agreement entered into with Mr. Goodwin effective February 2016Frenzel, each include a “double trigger” such that if we terminate either executive within 30 days prior to the “change in control” or within 12 months after the “change in control” without just cause or he terminates his employment with “good reason,” we will pay Mr.Messrs. Goodwin, Singleton, and Adams or Mr. Goodwin three times his base salary and three times the average of his annual cash bonus for the prior two years and Mr. Frenzel two times his base salary and two times the average of his annual cash bonus for the prior 2023 Proxy Statement|  Matador Resources Company        57     EXECUTIVE COMPENSATION   two years. In addition, if any of our Named Executive Officers are terminated or terminate their employment as set forth above in connection with a “change in control,” all equity awards of such Named Executive Officer vest immediately prior to such termination. For definitions of “change in control,” “good reason” and “just cause,” please see the employment agreement of each Named Executive Officer, each of which is included as an exhibit to the Company’s most recent Annual Report on Form10-K. Advisor Agreement In connection with his retirement and transition to Special Advisor, Mr. Lancaster entered into an Advisor Agreement (the “Advisor Agreement”) with a subsidiary of the Company, which agreement was effective simultaneously with Mr. Lancaster’s retirement on March 31, 2022 and, as amended, expired on January 31, 2023. Mr. Lancaster reported to the Chief Executive Officer and the Board and provided certain services as outlined in the Advisor Agreement. The Advisor Agreement provided for an annual fee of $250,000 and confirmed the continued vesting of Mr. Lancaster’s outstanding equity awards during the consulting term, which terminated on January 31, 2023. Equity Plans For equity grants under the 2012 Long-Term Plan and the Matador Resources Company 2019 Long-Term Incentive Plan (the(as amended, the “2019 Long-Term Plan,” and, together with the 2012 Long-Term Plan, the “Long-Term Plans”Plan”), other than the PSUs, vesting upon a “change in control” for the Named Executive Officers mirrors the terms of their employment agreements. The PSUs vest upon a “change in control” based on performance achieved through the date of such change in control, as it is anticipated that a change in control would make achievement of relative total shareholder performance impractical to measure. 2020 Proxy Statement|  Matador Resources Company        55     EXECUTIVE COMPENSATION   The “change in control” provisions in the employment agreements and the equity grants under the Long-Term Plans2019 Plan help prevent management from being distracted by rumored or actual changes in control. The “change in control” provisions provide:   incentives for those Named Executive Officers to remain with us despite the uncertainties of a potential or actual change in control; • incentives for those Named Executive Officers to remain with us despite the uncertainties of a potential or actual change in control;   assurance of severance payments for terminated Named Executive Officers; and • assurance of severance payments for terminated Named Executive Officers; and   • access to equity compensation after a change in control. access to equity compensation after a change in control. Stock Ownership Guidelines We have adopted stock ownership guidelines for the following officers in the following designated amounts:   Chairman and Chief Executive Officer—shares equal to five times base salary; • Chairman and Chief Executive Officer—shares equal to five times base salary;   President—shares equal to five times base salary; • President—shares equal to five times base salary;   Executive Vice Presidents—shares equal to two and 1/2 times base salary; • Executive Vice Presidents—shares equal to two and 1/2 times base salary;   Senior Vice Presidents—shares equal to two times base salary; and • Senior Vice Presidents—shares equal to two times base salary; and   Vice Presidents and Executive Directors—shares equal to one and 1/2 times base salary. • Vice Presidents and Executive Directors—shares equal to one and 1/2 times base salary. Newly appointed officers have until the fifth anniversary of his or her appointment as an officer of the Company within which to achieve the stock ownership position. Shares that count toward the stock ownership guidelines include time-based restricted shares. Shares that will not count toward the stock ownership guidelines include shares underlying unexercised stock options, unexercised stock appreciation rights, RSUs that provide for settlement in cashphantom units and performance-based awards for which the performance requirements have not been satisfied. Until each of the above officers reaches the stock ownership level required of his or her position, such officer must hold at least 50% of all “net shares” received through restricted stock, PSU or RSU vesting or realized through 58        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   stock option exercises. For this purpose, “net shares” means all shares retained after applicable withholding of any shares for tax purposes. Additionally, upon the vesting of restricted stock, PSUs or RSUs or the exercise of stock options, each officer must hold the net shares for a minimum of 12 months following such vesting or exercise, or until his earlier retirement. As of December 31, 2019,2022, each Named Executive Officer owned shares in excess of the applicable minimum requirement set forth in the stock ownership guidelines, and Mr. Foran held shares with a value equal to approximately 75223 times his 2019 base salary.salary then in effect. Anti-Hedging and Anti-Pledging Policies Pursuant to the Company’s insider trading policy, the Company prohibits hedging of its securities by directors, officers or employees. Specifically, no such person shall purchase or sell, or make any offer to purchase or offer to sell, derivative securities relating to the Company’s stock, whether or not issued by the Company, or financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s stock (including but not limited to prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company equity securities (a) granted to such person by the Company as part of the compensation of such person; or (b) held, directly or indirectly, by such person. The insider trading policy also restricts directors and executive officers from pledging more than 25% of his or her holdings of the Company’s stock without the prior written consent of the Environmental, Social and Corporate Governance Committee. Strategic Planning and Compensation Committee Report   We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K and based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.Statement and incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Strategic Planning and Compensation Committee, R. Gaines Baty, Chair Reynald A. Baribault Craig T. BurkertMonika U. Ehrman Timothy E. Parker Kenneth L. Stewart   562023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement59     EXECUTIVE COMPENSATION        EXECUTIVE COMPENSATION            Summary Compensation Table   The following table summarizes the total compensation awarded to, earned by or paid to Messrs. Foran, Hairford, Lancaster, Adamsthe Named Executive Officers for 2022, 2021 and Goodwin for 2019, 20182020. Mr. Singleton and 2017.Mr. Frenzel were not Named Executive Officers prior to 2022. This table and the accompanying narrative should be read in conjunction with the CD&A, which sets forth the objectives and other information regarding our executive compensation program.program:   Name and Principal Position Year Salary Bonus(1) Stock Awards(2) Option Awards(3) Non-Equity Incentive Plan Compensation(4) All Other Compensation Total Joseph Wm. Foran   2019 $ 1,200,000 $ — $ 4,293,663 $ — $ 2,510,000 $ 24,646 (5)  $ 8,028,309 Chairman of the Board and Chief Executive Officer   2018 $ 1,100,000 $ 300,000 $ 2,666,659 $ 1,333,330 $ 1,936,000 $ 23,331 $ 7,359,320   2017 $ 1,000,000 $ 950,000 $ 3,582,908 $ 1,524,990 $ 3,000,000 $ 22,489 $ 10,080,387 Matthew V. Hairford   2019 $ 700,000 $ — $ 2,254,174 $ — $ 1,200,000 $ 23,502 (6)  $ 4,177,676 President   2018 $ 660,000 $ 100,000 $ 1,399,976 $ 699,991 $ 900,400 $ 21,112 $ 3,781,479   2017 $ 600,000 $ 275,000 $ 990,001 $ 989,991 $ 1,030,000 $ 22,802 $ 3,907,794 David E. Lancaster   2019 $ 680,000 $ — $ 2,039,489 $ — $ 1,100,000 $ 19,600 (7)  $ 3,839,089 Executive Vice President and Chief Financial Officer   2018 $ 625,000 $ 100,000 $ 1,266,653 $ 633,327 $ 850,000 $ 19,250 $ 3,494,230   2017 $ 550,000 $ 325,000 $ 866,486 $ 866,504 $ 935,000 $ 18,900 $ 3,561,890 Craig N. Adams   2019 $ 660,000 $ — $ 1,824,804 $ — $ 1,005,000 $ 21,881 (8)  $ 3,511,685 Executive Vice President and Chief Operating Officer — Land, Legal & Administration   2018 $ 600,000 $ 100,000 $ 1,133,331 $ 566,664 $ 790,000 $ 21,531 $ 3,211,526   2017 $ 525,000 $ 375,000 $ 722,008 $ 721,990 $ 840,000 $ 21,181 $ 3,205,179 Billy E. Goodwin   2019 $ 660,000 $ — $ 1,824,804 $ — $ 1,005,000 $ 19,600 (7)  $ 3,509,404 Executive Vice President and Chief Operating Officer — Drilling, Completions & Production   2018 $ 575,000 $ 50,000 $ 999,979 $ 499,988 $ 840,000 $ 19,250 $ 2,984,217   2017 $ 500,000 $ 100,000 $ 587,508 $ 587,489 $ 800,000 $ 18,900 $ 2,593,897 Name and Principal Position    Year   Salary   Stock Awards(1)   Option Awards(2)   Non-Equity Incentive Plan Compensation(3)   All Other Compensation   Total Joseph Wm. Foran        2022     $ 1,350,000     $ 4,472,369     $ —     $ 3,105,000     $ 23,949 (4)      $ 8,951,318 Chairman of the Board and Chief Executive Officer        2021     $ 1,231,250     $ 5,203,040     $ —     $ 2,600,000     $ 22,899     $ 9,057,189        2020     $ 1,015,625     $ 651,373     $ —     $ —     $ 22,549     $ 1,689,547 Billy E. Goodwin        2022     $ 750,000     $ 2,140,604     $ —     $ 1,509,375     $ 21,350 (5)      $ 4,421,329 President—Operations        2021     $ 693,333     $ 2,349,760     $ —     $ 1,160,000     $ 20,300     $ 4,223,393          2020     $ 595,000     $ 276,836     $ —     $ —     $ 19,950     $ 891,786 Van H. Singleton, II        2022     $ 750,000     $ 2,140,604     $ —     $ 1,509,375     $ 21,350 (5)      $ 4,421,329 President—Land, Acquisitions and Divestitures and Planning                                                                                                     Craig N. Adams        2022     $ 750,000     $ 2,140,604     $ —     $ 1,509,375     $ 23,631 (6)      $ 4,423,610 Executive Vice President, Co-Chief Operating Officer, Chief of Staff and Corporate Secretary        2021     $ 693,333     $ 2,349,760     $ —     $ 1,160,000     $ 22,581     $ 4,225,674        2020     $ 595,000     $ 276,836     $ —     $ —     $ 22,231     $ 894,067 Michael D. Frenzel        2022     $ 463,540     $ 1,032,063     $ —     $ 450,000     $ 21,350 (5)      $ 1,966,953 Executive Vice President, Treasurer and Former Principal Financial Officer                                                                                                     David E. Lancaster        2022     $ 376,997     $ —     $ —     $ —     $ 21,350 (5)      $ 398,347 Former Executive Vice President and Chief Financial Officer        2021     $ 693,333     $ 2,517,600     $ —     $ 1,160,000     $ 20,300     $ 4,391,233        2020     $ 595,000     $ 309,404     $ —     $ —     $ 19,950     $ 924,354   (1) Reflects ad hoc discretionary “Marlan” bonuses awarded by the Independent Board to recognize such Named Executive Officer’s contributions to certain transactions and accomplishments of the Company. As a result of feedback received during shareholder outreach efforts following the 2018 Annual Meeting, the Board has ceased to award its executive officers with such Marlan bonuses. See “—Compensation Discussion and Analysis—Investor Outreach and Compensation Program Changes” above. (2) Reflects the grant date fair value of RSUs,phantom units, PSUs or restricted stock or Common Stock awards, as applicable, computed in accordance with FASB ASC Topic 718. For 2022, the portion of the amount reflected in this column relating to the PSUs is calculated based on probable outcome as of the grant date and assumes achievement between target and maximum. The grant date value of PSUs granted in 2022 assuming achievement of maximum performance is $3,027,599 for Mr. Foran, $1,449,127 for Messrs. Goodwin, Singleton and Adams and $698,666 for Mr. Frenzel. (2) No stock option awards were granted to our Named Executive Officers. (3) Reflects the grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Our policy and assumptions made in the valuation of the stock options are contained in Note 2 and Note 9 of the audited financial statements included in our Annual Report on Form10-K for the year ended December 31, 2019. (4) Represents awards pursuant to the Amended and Restated Matador Resources Company AnnualCash Incentive Plan for Management and Key Employees, effective January 1, 2016 (the “2016 Incentive Plan”) or the 2019 Incentive Plan, as applicable.Plan. See “—Compensation Discussion and Analysis—20192022 Annual Cash Incentive Compensation” above. (5)(4) Consists of $19,600$21,350 in 401(k) matching contributions as described in “—Compensation DiscussionCompany and Analysis—Benefits,” $2,447 in premiums reimbursed to Mr. Foran for a life insurance policy covering Mr. Foran and $2,599 in long-term care insurance premiums. (6) Consists of $19,600 in 401(k) matching contributions as described in “—Compensation Discussion and Analysis—Benefits” and $3,902$2,599 in long-term care insurance premiums. (7)(5) Reflects 401(k) Company and matching contributions as described in “—Compensation Discussion and Analysis—Benefits.” (8)(6) Consists of $19,600$21,350 in 401(k) Company and matching contributions as described in “—Compensation Discussion and Analysis—Benefits” and $2,281 in long-term care insurance premiums.   2020 Proxy Statement|60        Matador Resources Company  57|2023 Proxy Statement     EXECUTIVE COMPENSATION         EXECUTIVE COMPENSATION     Grants of Plan-Based Awards Table   The following table sets forth certain information regardingnon-equity incentive awards granted by the Independent Board pursuant to the 2019Cash Incentive Plan and awards of share-settled PSUs, cash-settled phantom units and cash-settled RSUsrestricted stock granted by the Independent Board to the Named Executive Officers pursuant to the 2012 Long-Term2019 Plan during the year ended December 31, 20192022. Mr. Lancaster did not receive any awards under the Cash Incentive Plan and did not receive any 2022 equity awards due to the Named Executive Officers below:his announced retirement and transition to a Special Advisor role:         Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1)     Estimated Future Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of Shares of Stock or Units(3)     Grant Date Fair Value of Stock Awards                 Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)         Estimated Future Payouts Under Equity Incentive Plan Awards(2)        All Other Stock Awards: Number of Shares of Stock or Units(3)        Grant Date Fair Value of Stock Awards     Threshold     Target     Maximum     Threshold     Target     Maximum               Threshold        Target        Maximum       Threshold        Target        Maximum Name Grant Date     ($)     ($)     ($)     (#)     (#)     (#)     (# shares)   ($)      Grant Date        ($)        ($)        ($)       (#)        (#)        (#)        (#)        ($) Joseph Wm. Foran     —         660,000         1,320,000         2,640,000         —         —         —         —         —            —          —        1,350,000        3,510,000       —          —          —          —          —     2/13/19         —         —         —         —         113,379         226,758         —         2,267,580          2/17/22          —          —          —       —        34,547        69,094          —        2,262,483     2/13/19         —         —         —         —         —         —         113,379         2,026,083          2/17/22            —            —            —         —            —            —          50,431          2,209,886 Matthew V. Hairford     —         315,000         630,000         1,260,000         —         —         —         —         —     Billy E. Goodwin        —          —        750,000        1,706,250       —          —          —          —            2/13/19         —         —         —         —         59,524         119,048         1,190,480          2/17/22          —          —          —       —        16,535        33,070          —        1,082,877     2/13/19         —         —         —         —         —         —         59,524         1,063,694          2/17/22            —            —            —         —            —            —          24,138          1,057,727 David E. Lancaster     —         289,000         578,000         1,156,000         —         —         —         —         —     Van H. Singleton, II        —          —        750,000        1,706,250       —          —          —          —          —     2/13/19         —         —         —         —         53,855         107,710         —         1,077,100          2/17/22          —          —          —       —        16,535        33,070          —        1,082,877     2/13/19         —         —         —         —         —         —         53,855         962,389          2/17/22            —            —            —         —            —            —          24,138          1,057,727 Craig N. Adams     —         264,000         561,000         1,056,000         —         —         —         —         —            —          —        750,000        1,706,250       —          —          —          —          —     2/13/19         —         —         —         —         48,186         96,372         —         963,720          2/17/22          —          —          —       —        16,535        33,070          —        1,082,877     2/13/19         —         —         —         —         —         —         48,186         861,084          2/17/22            —            —            —         —            —            —          24,138          1,057,727 Billy E. Goodwin     —         264,000         561,000         1,056,000         —         —         —         —         —     Michael D. Frenzel        —          —        450,000        759,375       —          —          —          —          —     2/13/19         —         —         —         —         48,186         96,372         —         963,720          2/17/22          —          —          —       —        7,972        15,944          —        522,086     2/13/19         —         —         —         —         —         —         48,186         861,084          2/17/22            —            —            —         —            —            —          11,638          509,977   (1) See “—Compensation Discussion and Analysis—20192022 Annual Cash Incentive Compensation” and “—Summary CompensationTable—Non-Equity Incentive Plan Compensation” regarding the actual payments made to the Named Executive Officers pursuant to the 2019Cash Incentive Plan. (2) Represents PSUs that provide for settlement of between 0% and 200% of the total target shares subject to the award based on achievement of athe relative total shareholder return performance metric over a three-year performance period from January 1, 20192022 through December 31, 2021.2024. If our absolute total shareholder return over such performance period is negative, no more than 100%, the target level, of the PSUs may vest. See “—Compensation Discussion and Analysis—20192022 Long-Term Incentive Compensation.” The PSUs do not provide for a threshold number of shares that may be earned. (3) Represents RSUsFor Messrs. Foran, Goodwin, Singleton and Adams, represents phantom units that provide for settlement in cash. For Mr. Frenzel, represents restricted stock. See “—Compensation Discussion and Analysis—20192022 Long-Term Incentive Compensation.”   582023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement61     EXECUTIVE COMPENSATION        EXECUTIVE COMPENSATION            Outstanding Equity Awards at December 31, 20192022   The following table summarizes the total outstanding option awards at December 31, 2019 for each2022 held by Mr. Frenzel. None of the other Named Executive Officer:      Option Awards   Name      Number of Securities Underlying Unexercised Stock Options (#) Exercisable      Number of Securities Underlying Unexercised Stock Options (#) Unexercisable      Option Exercise Price      Option     Expiration     Date   Joseph Wm. Foran            228,571              —          $   22.01              1/20/20              105,000              —          $   21.66              2/26/20              27,451              —          $   27.72              4/29/20              15,465              —          $   15.00              2/18/21              96,457              48,229          $   27.26              2/14/23                35,161              70,324          $   29.68              2/15/24     Matthew V. Hairford            62,857              —          $   22.01              1/20/20              10,000              —          $   9.00              2/21/20              5,882              —          $   27.72              4/29/20              79,942              —          $   15.00              2/18/21              62,618              31,309          $   27.26              2/14/23                18,459              36,920          $   29.68              2/15/24     David E. Lancaster            30,000              —          $   22.01              1/20/20              15,000              —          $   9.00              2/21/20              3,922              —          $   27.72              4/29/20              62,137              —          $   15.00              2/18/21              54,807              27,404          $   27.26              2/14/23                16,701              33,404          $   29.68              2/15/24     Craig N. Adams            30,000              —          $   22.01              1/20/20              3,922              —          $   27.72              4/29/20              62,137              —          $   15.00              2/18/21              45,666              22,834          $   27.26              2/14/23                14,943              29,888          $   29.68              2/15/24     Billy E. Goodwin            49,419              —          $   15.00              2/18/21              37,159              18,580          $   27.26              2/14/23                13,185              26,371          $   29.68              2/15/24     The following table provides the vesting dates for unvestedOfficers held any stock options as of December 31, 2019:such date.   Vesting Date      Joseph Wm. Foran      Matthew V. Hairford      David E. Lancaster      Craig N. Adams      Billy E.     Goodwin       2/15/20            48,229              31,309              27,404              22,834              18,580     2/16/20            35,162              18,460              16,702              14,944              13,185     2/16/21            35,162              18,460              16,702              14,944              13,186     Total Unvested Stock Options            118,553              68,229              60,808              52,722              44,951     2020 Proxy Statement|  Matador Resources Company        59     EXECUTIVE COMPENSATION          Option Awards Name    Number of Securities Underlying Unexercised Stock Options (#) Exercisable    Number of Securities Underlying Unexercised Stock Options (#) Unexercisable    Option Exercise Price    Option Expiration       Date       Michael D. Frenzel        20,000        —      $ 14.80        8/27/25            5,439        —      $ 29.68        2/15/24 The following table summarizes the total outstanding cash-settled phantom units, restricted stock awards, cash-settled RSUsshares and share-settled PSUs at December 31, 20192022 for each Named Executive Officer:     Stock Awards   Stock Awards Name   Award Type   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)   Award Type   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(1)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#)     Equity Incentive Plan   Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) Joseph Wm. Foran       Restricted stock; RSUs           191,925           3,448,892           —           —       Phantom units PSUs     144,852     8,291,328     —     —     —     —     193,094     11,052,701       PSUs           —           —           113,379           2,037,421     Billy E. Goodwin   Phantom units PSUs     65,367     3,741,607     —     —     —     —     89,070     5,098,367 Matthew V. Hairford       Restricted stock; RSUs           103,076           1,852,276           —           —     Van H. Singleton, II   Phantom units PSUs     59,386     3,399,255     —     —     —     —     83,070     4,754,927 Craig N. Adams   Phantom units PSUs     65,367     3,741,607     —     —     —     —     89,070     5,098,367 Michael D. Frenzel   Phantom units PSUs     1,250     71,550     —     —     —     —     40,944     2,343,635       PSUs           —           —           59,524           1,069,646       Restricted stock                 23,722     1,357,847 David E. Lancaster       Restricted stock; RSUs           92,903           1,669,467           —           —       Phantom units PSUs     45,217     2,588,221     —     —     —     —     60,000     3,434,400       PSUs           —           —           53,855           967,774     Craig N. Adams       Restricted stock; RSUs           82,472           1,482,022           —           —           PSUs           —           —           48,186           865,902     Billy E. Goodwin       Restricted stock; RSUs           77,832           1,398,641           —           —           PSUs           —           —           48,186           865,902       (1) The market value is calculated based upon the closing price of our Common Stock on December 30, 2022 of $57.24 per share. (2) The number of unearned PSUs and market value presented isare based upon achievement of the 50100th percentile under the PSU award agreements with 100%200% of target units vesting, calculated based upon the closing price of our Common Stock on December 31, 201930, 2022 of $17.97$57.24 per share. 62        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   The following table provides the vesting dates for restricted stock, RSUscash-settled phantom units and PSUs outstanding as of December 31, 2019:2022:   Vesting Date     Award Type       Joseph Wm. Foran       Matthew V. Hairford       David E. Lancaster       Craig N. Adams       Billy E. Goodwin     2/13/20         RSUs             37,793             19,841             17,951             16,062             16,062       2/15/20         Restricted stock             18,648             12,106             10,596             8,829             7,184       2/16/20         Restricted stock             29,949             15,723             14,226             12,728             11,231       2/13/21         RSUs             37,793             19,841             17,952             16,062             16,062       2/16/21         Restricted stock             29,949             15,723             14,226             12,729             11,231       12/31/21         PSUs   (1)          113,379             59,524             53,855             48,186             48,186       2/13/22         RSUs             37,793             19,842             17,952             16,062             16,062       Total Unvested Shares and Units           305,304             162,600             146,758             130,658             126,018       Vesting Date   Award Type     Joseph Wm. Foran     Billy E. Goodwin     Van H. Singleton     Craig N. Adams     Michael D. Frenzel     David E. Lancaster   2/17/23     Restricted stock                                                               3,879       —   2/17/23     Phantom units       16,810       8,046       8,046       8,046       —       —   3/10/23     Phantom units       53,087       22,562       18,581       22,562       —       25,217   6/4/23     Restricted stock                                                               4,167       —   6/4/23     Phantom units       20,667       9,333       8,333       9,333       —       —   6/22/23     Restricted stock                                                               3,750       —   6/22/23     Phantom units       —       —       —       —       1,250       —   12/31/23     PSUs (1)      124,000       56,000       50,000       56,000       25,000       60,000   2/17/24     Restricted stock                                                               3,879       —   2/17/24     Phantom units       16,810       8,046       8,046       8,046       —       —   6/4/24     Restricted stock                                                               4,167       —   6/4/24     Phantom units       20,667       9,334       8,334       9,334       —       20,000   12/31/24     PSUs (1)      69,094       33,070       33,070       33,070       15,944       —   2/17/25     Restricted stock                                                               3,880       —   2/17/25     Phantom units       16,811       8,046       8,046       8,046       —       —   Total Unvested Shares and Units                   337,946       154,437       142,456       154,437       65,916       105,217     (1) The vesting date shown reflects the end of the performance period established by the PSU award agreements. The PSUs vest upon the Compensation Committee’s certification of the achievement of the performance goal, which must occur within 60 days of completion of the performance period. The number of units shown assumes achievement of the 50100th percentile under the PSU award agreements with 100%200% of target units vesting. 60        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          Option Exercises and Stock Vested   The following table provides information on the stock options exercised and stock awards (consisting of restricted stock, cash-settled phantom units and PSUs) that vested for each Named Executive Officer during 2019:2022:      Option Awards               Stock Awards        Option Awards             Stock Awards   Name    Number of Shares Acquired on Exercise (#)        Value Realized on Exercise               Number of Shares Acquired on Vesting (#)        Value Realized on Vesting        Number of Shares Acquired on Exercise (#)      Value Realized on Exercise             Number of Shares Acquired on Vesting(1) (#)      Value Realized on Vesting   Joseph Wm. Foran        220,000          $   769,600                 142,827          $   2,700,509            213,488      $ 5,378,675               390,251      $ 21,724,507   Matthew V. Hairford        —          $   —                 59,821          $   1,135,628       Billy E. Goodwin      —      $ —               166,407      $ 9,267,446   David E. Lancaster        —          $   —                 49,686          $   944,268       Van H. Singleton, II      —      $ —               137,690      $ 7,672,717   Craig N. Adams        —          $   —                 46,423          $   881,260            —      $ —               166,407      $ 9,267,446   Billy E. Goodwin        —          $   —                   38,191          $   725,404     Michael D. Frenzel      4,497      $ 121,959               9,034      $ 505,097   David E. Lancaster      —      $ —               185,553      $ 10,330,669   Mr. Foran or his affiliate paid (1) Reflects the aggregate number of restricted shares, cash-settled phantom units and PSUs that vested. Pursuant to the terms thereof, the phantom units were settled in cash, and the grantee did not acquire any shares upon vesting. 2023 Proxy Statement|  Matador Resources Company        a total of $3.3 million to cover the exercise price of the 220,000 options noted above and paid a total of $0.3 million in related tax liability. No tax liability was incurred by Mr. Foran upon the vesting of the restricted stock noted above because, upon each grant of restricted stock, Mr. Foran made elections under the Code to be taxed upon grant instead of upon vesting. Pursuant to such elections, upon the granting of such restricted stock awards in 2016, 2017 and 2018, Mr. Foran paid a total of $1.0 million in taxes attributable to the restricted stock that vested in 2019.63     EXECUTIVE COMPENSATION   Potential Payments upon Termination or Change in Control   Long-Term Incentive Plans Equity awards under the Long-Term Plans,2019 Plan, other than the PSUs, vest upon a “change in control” for the Named Executive Officers according to the terms of their employment agreements described below. Pursuant to the terms of the PSU award agreements, upon a “change in control,” the Named Executive Officer would vest in the number of PSUs that would have otherwise vested based on the Company’s performance through an abbreviated performance period that ends immediately prior to the effective date of such change in control. For definition of “change in control,” please see the 2012 Long-Term2019 Plan, and 2019 Long-Term Plan, as applicable, each of which is included as an exhibit to the Company’s most recent Annual Report on Form10-K. Employment Agreements As described under “—Compensation Discussion and Analysis—Severance and Separation Arrangements—Employment Agreements,” in contemplation of our initial public offering, on August 9, 2011, we entered into an employment agreementsagreement with Messrs. Foran, HairfordMr. Foran. Effective February 2016, we entered into an employment agreement with Mr. Goodwin and Lancaster.amended Mr. Goodwin’s employment agreement in August 2018. In addition, in February 2015 we entered into an employment agreement with Mr. Singleton and in March 2014 we entered into an employment agreement with Mr. Adams, and effective February 2016,Adams. In October 2022, we entered into an employment agreement with Mr. Goodwin. We amended Mr. Goodwin’s employment agreement in August 2018.Frenzel. The principal difference in Mr. Adams’Messrs. Goodwin, Singleton, Adams and Mr. Goodwin’sFrenzel’s employment agreements as compared to the employment agreement of Messrs.Mr. Foran Hairford and Lancaster is that Mr. Adams’ and Mr. Goodwin’stheir agreements do not include a “modified single trigger” that would have allowed them to receive “change in control” severance if they terminated their agreements without “good reason” within 30 days prior to or 12 months after a change in control. In addition to not including a “modified single trigger,” Mr. Frenzel’s employment agreement does not include termination for good reason except following a change in control and includes a longer non-compete, as discussed below. Pursuant to the terms of the employment agreements, we may be required to make certain payments to one or more of our Named Executive Officers upon the occurrence of certain events resulting in such Named Executive Officer’s 2020 Proxy Statement|  Matador Resources Company        61     EXECUTIVE COMPENSATION   termination. The employment agreements do not provide forgross-ups for excise taxes on severance or other payments in connection with a change in control. For a detailed description of the events that may trigger such payments, see “—Compensation Discussion and Analysis—Severance and Separation Arrangements—Employment Agreements.” The employment agreements each contain anon-disclosure of confidential information provision that requires each Named Executive Officer to maintain, both during and after employment, the confidentiality of information used by such Named Executive Officer in the performance of his job duties. Additionally, each of the employment agreements contains anon-competition provision, pursuant to which Messrs. Foran, Hairford, Lancaster, Adams and Goodwin haveeach Named Executive Officer has agreed that: (i) for six months following termination by us for total disability, or by such Named Executive Officer for good reason, or (ii) for 12 months, or 24with respect to Messrs. Foran, Goodwin, Singleton, and Adams and 18 months with respect to Mr. Goodwin,Frenzel, following termination (a) by us for just cause, (b) by such Named Executive Officer other than for good reason (excluding Mr. Frenzel) or (c) in connection with a change in control (24 months with respect to Mr. Frenzel), such Named Executive Officer shall not, without our prior written consent (not to be unreasonably withheld if the Named Executive Officer’s employment is terminated by the Named Executive Officer other than for good reason)reason (excluding Mr. Frenzel)), directly or indirectly: (x) invest in (other than investments in publicly-owned companies which constitute not more than 1% of the voting securities of any such company) a competing business with significant assets in the restricted area (each as defined below), or (y) participate in a competing business as a manager, employee, director, officer, consultant, independent contractor or other capacity or otherwise provide, directly or indirectly, services or assistance to a competing business in a position that involves input into or direction of such competing business’s decisions within the restricted area. 64        Matador Resources Company  |2023 Proxy Statement     EXECUTIVE COMPENSATION   For purposes of the employment agreements:   “competing business” means any person or entity engaged in oil and natural gas exploration, development, production and acquisition activities; • “competing business” means any person or entity engaged in oil and natural gas exploration, development, production and acquisition activities;   “significant assets” means oil and natural gas reserves with an aggregate fair market value of $25 million or more; and • “significant assets” means oil and natural gas reserves with an aggregate fair market value of $25 million or more (for Mr. Frenzel, oil and natural gas reserves in excess of 10 million barrels of oil equivalent or midstream assets with an aggregate fair market value of $25 million or more); and   “restricted area” means aone-mile radius of any oil and natural gas reserves held by us as of the end of the Named Executive Officer’s employment, plus any county or parish where we have significant assets as of the end of the Named Executive Officer’s employment. • “restricted area” means a one-mile radius of any oil and natural gas reserves held by us as of the end of the Named Executive Officer’s employment, plus any county or parish where we have significant assets as of the end of the Named Executive Officer’s employment (for Mr. Frenzel, Eddy and Lea Counties, New Mexico and Loving County, Texas, plus any county or parish where we have significant assets as of the end of his employment). For definitions of “change in control,” “good reason” and “just cause,” please see the employment agreement of each Named Executive Officer, each of which is included as an exhibit to the Company’s most recent Annual Report onForm 10-K. Furthermore, other than Mr. Foran’s employment agreement, each employment agreement contains anon-solicitation provision, pursuant to which, during the restricted periods described above (except Mr. Frenzel’s restricted period is six months for disability termination and 24 months for the other terminations specified above), subject to certain exceptions, Messrs. Hairford, Lancaster,Goodwin, Singleton, Adams and GoodwinFrenzel shall not, without our prior written consent, solicit for employment or a contracting relationship, or employ or retain any person who is or has been, within six months prior to such time, employed by or engaged as an individual independent contractor by us or our affiliates or induce or attempt to induce any such person to leave his or her employment or independent contractor relationship with us or our affiliates. For the Named Executive Officer to receive any severance payments described below for termination by us without just cause, by the Named Executive Officer for good reason or, following a change in control, by us without cause or by the Named Executive Officer with good reason, with respect to Mr.Messrs. Goodwin, Singleton, Adams and Mr. Goodwin,Frenzel, or with or without good reason, with respect to Messrs.Mr. Foran, Hairford and Lancaster, the Named Executive Officer must comply with the applicablenon-disclosure,non-competition andnon-solicitation provisions described above. 62        Matador Resources Company  |2020 Proxy Statement   EXECUTIVE COMPENSATION          Finally, as a condition to receiving any severance payments and other payments under their respective employment agreements, each Named Executive Officer is required to execute a separation agreement and release in favor of us. In connection with Mr. Lancaster’s retirement and transition into a Special Advisor role, we entered into the Advisor Agreement with Mr. Lancaster, which agreement was effective simultaneously with Mr. Lancaster’s retirement on March 31, 2022 and, as amended, expired on January 31, 2023. The Advisor Agreement provided for an annual fee of $250,000 and confirmed the continued vesting of Mr. Lancaster’s outstanding equity awards during the consulting term, which terminated January 31, 2023. 2023 Proxy Statement|  Matador Resources Company        65     EXECUTIVE COMPENSATION   To describe the payments and benefits that are triggered for each event of termination, we have created the following table estimating the payments and benefits that would be paid to each Named Executive Officer, other than Mr. Lancaster as he terminated employment on March 31, 2022 and received only the compensation pursuant to the Advisor Agreement, under each element of our compensation program assuming that such Named Executive Officer’s employment agreement terminated on December 31, 2019,2022, the last day of our 20192022 fiscal year. In all cases, the amounts were valued as of December 31, 2019,30, 2022, based upon, where applicable, $17.97$57.24 per share (the closing price of our Common Stock on such date). The amounts in the table below are calculated as of December 31, 20192022 pursuant to SEC rules and are not intended to reflect actual payments that may be made. Actual payments that may be made would be based on the dates and circumstances of the applicable event.       Payment Upon Change in Control or Termination         Category of Payment     Upon Death or Total Disability(1)       Upon Mutual Agreement or Dissolution/ Liquidation(1)       Termination by Us Without Just Cause or by Named Executive Officer for Good Reason(1)       Termination Following a Change in Control Without Cause or by Named Executive Officer With or Without Good Reason(2)       Change in Control Without Termination(3)     Joseph Wm. Foran     Salary     $               —         $               —         $   2,400,000   (4)       $   3,600,000   (5)       $               —         Bonus         2,373,000   (6)           2,373,000   (6)           4,746,000   (7)           7,119,000   (8)           —         Vesting equity(9)               Restricted stock         —             —             —             1,411,472             —         RSUs         —             —             —             2,037,421             —         PSUs         —             —             —             2,037,421             2,037,421                   Total     $   2,373,000         $   2,373,000         $   7,146,000         $   16,205,313         $   2,037,421       Matthew V. Hairford     Salary     $               —         $               —         $   1,050,000   (10)       $   2,100,000   (5)       $               —         Bonus         1,100,200   (6)           1,100,200   (6)           1,650,300   (11)           3,300,600   (8)           —         Vesting equity(9)               Restricted stock         —             —             —             782,629             —         RSUs         —             —             —             1,069,646             —         PSUs         —             —             —             1,069,646             1,069,646                   Total     $   1,100,200         $   1,100,200         $   2,700,300             8,322,521         $   1,069,646       David E. Lancaster     Salary     $               —         $               —         $   1,020,000   (10)       $   2,040,000   (5)       $               —         Bonus         1,025,000   (6)           1,025,000   (6)           1,537,500   (11)           3,075,000   (8)           —         Vesting equity(9)               Restricted stock         —             —             —             701,693             —         RSUs         —             —             —             967,774             —         PSUs         —             —             —             967,774             967,774                   Total     $   1,025,000         $   1,025,000         $   2,557,500         $   7,752,241         $   967,774           Payment Upon Change in Control or Termination   Named Executive Officer   Category of Payment   Upon Death or Total Disability ($)(1)     Upon Mutual Agreement or Dissolution/ Liquidation ($)(1)     Termination by Us Without Just Cause or by Named Executive Officer for Good Reason ($)(1)     Termination Following a Change in Control Without Cause or by Named Executive Officer With or Without Good Reason ($)(2)     Change in Control Without Termination ($)(3)   Joseph Wm. Foran   Salary     —       —       2,700,000 (4)      4,050,000 (5)      —       Bonus     2,852,500 (6)      2,852,500 (6)      5,705,000 (7)      8,557,500 (8)      —       Vesting equity:(9)                                             Phantom Units     —       —       —       8,291,328       —       PSUs     —       —       —       5,526,350       5,526,350         Total     2,852,500       2,852,500       8,405,000       26,425,178       5,526,350   Billy E. Goodwin   Salary     —       —       1,125,000 (10)      2,250,000 (5)      —       Bonus     1,334,688 (6)      1,334,688 (6)      2,002,031 (11)      4,004,063 (8)      —       Vesting equity:(9)                                             Phantom Units     —       —       —       3,741,607       —       PSUs     —       —       —       2,549,183       2,549,183         Total     1,334,688       1,334,688       3,127,031       12,544,853       2,549,183   Van H. Singleton, II   Salary     —       —       1,125,000 (10)      2,250,000 (5)      —       Bonus     1,334,688 (6)      1,334,688 (6)      2,002,031 (11)      4,004,063 (8)      —       Vesting equity:(9)                                             Phantom Units     —       —       —       3,399,255       —       PSUs     —       —       —       2,377,463       2,377,463         Total     1,334,688       1,334,688       3,127,031       12,030,781       2,377,463   Craig N. Adams   Salary     —       —       1,125,000 (10)      2,250,000 (5)      —       Bonus     1,334,688 (6)      1,334,688 (6)      2,002,031 (11)      4,004,063 (8)      —       Vesting equity:(9)                                             Phantom Units     —       —       —       3,741,607       —       PSUs     —       —       —       2,549,183       2,549,183         Total     1,334,688       1,334,688       3,127,031       12,544,853       2,549,183   Michael D. Frenzel   Salary     —       —       225,000 (10)      900,000 (5)      —       Bonus     365,625 (6)      365,625 (6)      182,813 (11)      731,250 (8)      —       Vesting equity:(9)                                             Phantom Units     —       —       —       71,550       —       PSUs     —       —       —       1,171,817       1,171,817       Restricted Stock     —       —       —       1,357,847                 Total     365,625       365,625       407,813       4,232,464       1,171,817     2020 Proxy Statement|66        Matador Resources Company  63|2023 Proxy Statement       EXECUTIVE COMPENSATION         Payment Upon Change in Control or Termination         Category of Payment     Upon Death or Total Disability(1)       Upon Mutual Agreement or Dissolution/ Liquidation(1)       Termination by Us Without Just Cause or by Named Executive Officer for Good Reason(1)       Termination Following a Change in Control Without Cause or by Named Executive Officer With or Without Good Reason(2)       Change in Control Without Termination(3)     Craig N. Adams     Salary     $               —         $               —         $   990,000   (10)       $   1,980,000   (5)       $               —         Bonus         947,500   (6)           947,500   (6)           1,421,250   (11)           2,842,500   (8)           —         Vesting equity(9)               Restricted stock         —             —             —             616,119             —         RSUs         —             —             —             865,902             —         PSUs         —             —             —             865,902             865,902                   Total     $   947,500         $   947,500         $   2,411,250         $   7,170,423         $   865,902       Billy E. Goodwin   Salary     $               —         $               —         $   990,000   (10)       $   1,980,000   (5)       $               —         Bonus         947,500   (6)           947,500   (6)           1,421,250   (11)           2,842,500   (8)           —         Vesting equity(9)               Restricted stock         —             —             —             532,739             —         RSUs         —             —             —             865,902             —         PSUs         —             —             —             865,902             865,902                   Total     $   947,500         $   947,500         $   2,411,250         $   7,087,043         $   865,902         (1) Amounts due upon death, total disability, mutual agreement, dissolution or liquidation, termination by us without cause or termination by a Named Executive Officer for good reason are payable in a lump sum on the 60th60th day following the date of termination unless otherwise required by Section 409A of the Code. Mr. Frenzel’s employment agreement does not include a provision allowing him to terminate for “good reason” except following a change in control. (2) Amounts due following a change in control are payable in a lump sum on the date whichthat immediately follows six months from the date of termination or, if earlier, within 30 days following such Named Executive Officer’s death. (3) Pursuant to the terms of the PSU award agreements, upon a “change in control,” the Named Executive Officer would vest in the number of PSUs that would have otherwise vested based on the Company’s performance through an abbreviated performance period that ends immediately prior to the effective date of such change in control. The amount shown assumes achievement of the 50th50th percentile under the PSU award agreements with 100% of target units vesting. (4) Represents two times such Named Executive Officer’s base salary as of the termination date. (5) Represents three times, or in the case of Mr. Frenzel two times, such Named Executive Officer’s base salary as of the termination date. (6) Represents an amount equal to the average annual amount of bonuses, includingcash bonus pursuant to the 2016 Incentive Plan and the 2019Cash Incentive Plan paid to such Named Executive Officer with respect to the prior two calendar years (2018-2019).for 2022 and 2021, respectively. (7) Represents two times an amount equal to the average annual amount of bonuses, includingcash bonus pursuant to the 2016 Incentive Plan and the 2019Cash Incentive Plan paid to such Named Executive Officer with respect to the prior two calendar years(2018-2019).for 2022 and 2021, respectively. (8) Represents three times, or in the case of Mr. Frenzel two times, an amount equal to the average annual amount of bonuses, includingcash bonus pursuant to the 2016 Incentive Plan and the 2019Cash Incentive Plan paid to such Named Executive Officer with respect to the prior two calendar years(2018-2019).for 2022 and 2021, respectively. (9) The employment agreements provide for accelerated and full vesting of unvested incentive awards held by the Named Executive Officers in the event that such Named Executive Officer is terminated without “Just Cause” or terminates his employment with or without “Good Reason,” with respect to Messrs.Mr. Foran, Hairford and Lancaster, within 30 days prior to, or 12 months following, a “change in control.” With respect to Messrs. Goodwin, Singleton, Adams and Goodwin,Frenzel, the employment agreements provide for accelerated and full vesting of unvested incentive awards held by these Named Executive Officers in the event that such Named Executive Officer is terminated without “Just Cause” or terminates his employment with “Good Reason,” within 30 days prior to, or 12 months following, a “change in control.” The amounts disclosed reflect the closing price of our Common Stock on December 31, 201930, 2022 of $17.97$57.24 per share multiplied by the number of unvested shares ofphantom units, restricted stock RSUs or PSUs, as applicable, held by such Named Executive Officer on December 31, 2019.2022. Pursuant to the terms of the PSU award agreements, upon a change in control, the Named Executive Officer would vest in the number of PSUs that would have otherwise vested based on the Company’s performance through an abbreviated performance period that ends immediately prior to the effective date of such event. With respect to PSUs, the amount shown assumes achievement of the 50th50th percentile under the PSU award agreements with 100% of target units vesting. (10) Represents 1.5 times, or in the case of Mr. Frenzel 0.5 times, such Named Executive Officer’s base salary as of the termination date. (11) Represents 1.5 times, or in the case of Mr. Frenzel 0.5 times, an amount equal to the average annual amount of bonuses, includingcash bonus pursuant to the 2016 Incentive Plan and the 2019Cash Incentive Plan paid to such Named Executive Officer with respect to the prior two calendar years(2018-2019).for 2022 and 2021, respectively.   642023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement67       CHIEF EXECUTIVE OFFICER PAY RATIO       CHIEF EXECUTIVE OFFICER PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of RegulationS-K (“Item 402(u)”), we are providing the following information regarding the ratio of the annual total compensation of our median-compensated employee (as described below) and that of our Chairman and Chief Executive Officer, Joseph Wm. Foran. We believe that the pay ratio reflected below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pursuant to SEC rules, we are using the same median employee for the 2019 pay ratio calculation as we used in our 2018 pay ratio disclosure. We determined that there were no changes to our employee population or compensation arrangements in 2019 that we reasonably believe would significantly affect our pay ratio disclosure if the same median employee was used. While our total employee population grew by approximately 17% from December 31, 2018 to December 31, 2019, we determined that such growth would not have a significant impact on our pay ratio disclosure, as our new employees were proportionately distributed among all compensation levels. Pursuant to Item 402(u), we identified the median-compensated employee of all our employees (other than Mr. Foran) using our employee population as of December 15, 2018,2022, which consisted of 259351 employees (all of which are located in the United States), and using a compensation measure of total cash compensation, consisting of total base pay and bonuses earned during the year ended December 31, 2018. The2022. This compensation measure was consistently applied to all employees. Compensation was annualized on a straight-line basis for employees who did not work all of 2018.2022. After identifying the median-compensated employee using thethis consistently applied compensation measure, we then calculated that employee’s 20192022 annual total compensation in the same manner as the Named Executive Officers’ total compensation, as reported in the Summary Compensation Table. For 2019,2022, the annual total compensation of our median-compensated employee was $198,876,$179,750, and the annual total compensation of Mr. Foran was $8,028,309,$8,951,318, as reported in the Summary Compensation Table. Based on this information, for 2019,2022, the ratio of Mr. Foran’s annual total compensation to the annual total compensation of our median-compensated employee was estimated to be 4050 to 1.   2020 Proxy Statement|68        Matador Resources Company  65|2023 Proxy Statement     DIRECTOR COMPENSATION       PAY VERSUS PERFORMANCE   PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Executive Compensation—Compensation Discussion and Analysis.”                   Year (a)   Summary Compensation Table Total for Principal Executive Officer (“PEO”) (1) (b)   Compensation Actually Paid to PEO (2) (c)   Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) (d)   Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) (e)        Value of Initial Fixed $100 Investment Based On:   Net Income (thousands) (7) (h)   Adj. EBITDA (thousands) (8) (i)   Total Shareholder Return (5) (f)   Peer Group Total Shareholder Return (6) (g)                     2022     $ 8,951,318       $ 21,872,248       $ 3,126,314       $ 7,943,940             $ 321.55       $ 196.87       $ 1,214,206       $ 2,127,156                       2021     $ 9,057,189       $ 27,355,621       $ 4,310,734       $ 12,883,431             $ 206.28       $ 140.32       $ 584,968       $ 1,051,973                       2020     $ 1,689,547       $ 4,092,405       $ 923,071       $ 2,032,796             $ 67.11       $ 102.23       ($ 593,205 )     $ 519,277   (1) The dollar amounts reported in column (b) are the amounts reported for Mr. Foran for each of the corresponding years in the “Total” column of the Summary Compensation Table. See “Executive Compensation—Summary Compensation Table”. (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Foran, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Foran. In accordance with these rules, these amounts reflect the amounts included in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Compensation Actually Paid to PEO   2022     2021     2020           Summary Compensation Table Total   $ 8,951,318     $ 9,057,189     $ 1,689,547           Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table   ($ 4,472,369 )    ($ 5,203,040 )    ($ 651,373 )          Plus, year-end fair value of outstanding and unvested equity awards granted in the year   $ 5,546,099     $ 5,780,880     $ 4,828,763           Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years   $ 4,006,795     $ 10,436,755     ($ 1,314,235 )          Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year   $ 7,840,405     $ 7,283,836     ($ 460,297 )          Compensation Actually Paid to Mr. Foran   $ 21,872,248     $ 27,355,621     $ 4,092,405   (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Named Executive Officers as a group (excluding Mr. Foran) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Named Executive Officers included for these purposes in each applicable year are as follows: (i) for 2022, Messrs. Goodwin, Singleton, Adams, Frenzel and Lancaster; and (ii) for 2021 and 2020, Messrs. Adams, Goodwin, Hairford and Lancaster. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding Mr. Foran), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect the amounts in the “Total” column of the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. 2023 Proxy Statement |   Matador Resources Company        69 Table of Contents     PAY VERSUS PERFORMANCE              Average Compensation Actually Paid to Non-PEO Named Executive Officers   2022   2021   2020         Average Summary Compensation Table Total     $ 3,126,314       $ 4,310,734       $ 923,071           Less, average value of Stock Awards reported in Summary Compensation Table     ($ 1,490,775 )     ($ 2,433,680 )     ($ 301,262 )         Plus, average year-end fair value of outstanding and unvested equity awards granted in the year     $ 1,848,683       $ 2,703,960       $ 2,233,318           Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years     $ 1,750,284       $ 4,827,034       ($ 605,170 )         Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year     $ 2,709,434       $ 3,475,384       ($ 217,161 )         Average Compensation Actually Paid to Non-PEO Named Executive Officers     $ 7,943,940       $ 12,883,431       $ 2,032,796   (5) Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6) The peer group used for this purpose is the following published industry index: Russell 2000 Energy Index. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO Named Executive Officers in 2022. Adjusted EBITDA is a non-GAAP financial Measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to Matador’s net income (loss) and net cash provided by operating activities, see Annex A to this Proxy Statement. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. 70        Matador Resources Company   | 2023 Proxy Statement Table of Contents     PAY VERSUS PERFORMANCE   2023 Proxy Statement |   Matador Resources Company        71 Table of Contents     PAY VERSUS PERFORMANCE   Financial Performance Measures As described in greater detail under “Executive Compensation— Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our Named Executive Officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance are as follows: 1. Total Shareholder Return 2. Adjusted EBITDA 3. Net Debt / Adjusted EBITDA 4. Adjusted Free Cash Flow 72        Matador Resources Company   | 2023 Proxy Statement     DIRECTOR COMPENSATION     DIRECTOR COMPENSATION               Name      Fees Earned or Paid in Cash ($)      Stock Awards(1) ($)      All Other Compensation ($)      Total ($)   Reynald A. Baribault(2)            194,500              134,992              —              329,492      R. Gaines Baty(3)            122,167              134,992              —              257,159      Craig T. Burkert            70,000              134,992              —              204,992      William M. Byerley            99,167              134,992              —              234,159      Matthew P. Clifton            70,581              134,992              —              205,573      Monika U. Ehrman(4)            23,081              133,061              —              156,142      Julia P. Forrester Rogers            84,000              134,992              —              218,992      Timothy E. Parker(5)            132,667              134,992              —              267,659      David M. Posner            84,000              134,992              —              218,992      Kenneth L. Stewart            85,000              134,992              —              219,992                Name    Fees Earned or Paid in Cash    Stock Awards(1)    All Other Compensation    Total Reynald A. Baribault      $ 172,833      $ 134,966      $ —      $ 307,799  R. Gaines Baty(2)      $ 156,833      $ 134,966      $ —      $ 291,799  William M. Byerley      $ 115,583      $ 134,966      $ —      $ 250,549  Monika U. Ehrman      $ 87,833      $ 134,966      $ —      $ 222,799  James M. Howard      $ 86,833      $ 134,966      $ —      $ 221,799  Timothy E. Parker(3)      $ 186,833      $ 134,996      $ —      $ 321,799  Julia P. Forrester Rogers      $ 98,500      $ 134,966      $ —      $ 233,466  Kenneth L. Stewart      $ 86,833      $ 134,966      $ —      $ 221,799    (1) All stock awards represent RSUs with a value based on the fair market value of the RSUs on the date of grant. RSUs granted for 2019-20202022-2023 service vest immediately prior to the election of the nominees for director at the 20202023 Annual Meeting. See “—Compensation for 2019-2020.2022-2023.” As of December 31, 2019,2022, each individual who served as a director during 20192022 held the following outstanding unvested stock awards, all of which were RSUs.     Name    Outstanding Stock Awards   Reynald A. Baribault        9,279 2,040 R. Gaines Baty        9,279 2,040 Craig T. Burkert 9,279 William M. Byerley        9,279 2,040 Matthew P. Clifton 8,395 Monika U. Ehrman 2,040 James M. Howard        2,040 Timothy E. Parker 8,395 2,040 Julia P. Forrester Rogers        8,862 2,040 Timothy E. Parker 8,395 David M. Posner 8,395 Kenneth L. Stewart        8,862 2,040   (2) Mr. Baribault served as lead independent director until July 2019. The lead independent director receives an additional cash retainer of $100,000 annually. (3) Mr. Baty began servingserves as deputy lead independent director in July 2019.director. The deputy lead independent director receives an additional cash retainer of $50,000 annually. (4) Ms. Ehrman was appointed to the Board on August 30, 2019. Because she was appointed to the Board within 90 days after the 2019 Annual Meeting, upon her appointment, Ms. Ehrman was granted 8,395 RSUs, the same number of RSUs that the other members of the Board received on June 6, 2019. The difference in value shown in the table is attributable to the difference in the fair market value of the RSUs on the respective dates of grant. (5)(3) Mr. Parker began servingserves as lead independent director in July 2019.director. The lead independent director receives an additional cash retainer of $100,000 annually.   662023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement73     DIRECTOR COMPENSATION        DIRECTOR COMPENSATION            Compensation for 2019-20202022-2023   For the period commencing at the 20192022 Annual Meeting and until the 20202023 Annual Meeting, ournon-employee directors’ compensation program was as set forth below:   annual cash retainer of $60,000; cash meeting fee of $1,000 per day for each day of Board and committee service; the chair of each of the below committees received the following additional, annual cash retainer:   Committee •   Retainer   Operations and Engineering $ 50,000 Prospect $ 50,000 Audit $ 35,000 Strategic Planning and Compensation $ 35,000 Environmental, Social and Corporate Governance $ 15,000 Nominating $ 15,000 Capital Markets and Finance $ 15,000 Marketing and Midstream $ 15,000 annual cash retainer of $70,000;   the lead independent director received an additional cash retainer of $100,000; • the chair of each of the below committees received the following additional, annual cash retainer:   the deputy lead independent director received an additional cash retainer of $50,000; and   Committee    Retainer     Operations and Engineering    $ 50,000   Prospect    $ 50,000   Audit    $ 50,000   Strategic Planning and Compensation    $ 35,000   Environmental, Social and Corporate Governance    $ 35,000   Nominating    $ 15,000   Capital Markets and Finance    $ 15,000   Marketing and Midstream    $ 15,000     • the lead independent director received an additional cash retainer of $100,000; at the meeting of the Board immediately following the 2019 Annual Meeting, eachnon-employee director received aone-time annual grant of RSUs equal to approximately $135,000 in value with the restrictions lapsing immediately prior to the election of the nominees for director at the 2020 Annual Meeting (the “2019 RSU Award”). • the deputy lead independent director received an additional cash retainer of $50,000; and • at the meeting of the Board immediately following the 2022 Annual Meeting, each non-employee director received an annual grant of RSUs equal to approximately $135,000 in value, which vests immediately prior to the election of the nominees for director at the 2023 Annual Meeting (the “2022 RSU Award”). If a director was appointed or elected to the Board at any time following the 20192022 Annual Meeting but prior to the 20202023 Annual Meeting, such director was granted the applicable percentage of the 20192022 RSU Award detailed below, effective on the date of such director’s appointment: (i) if a director was appointed or elected to the Board within 90 days after the 20192022 Annual Meeting, such director was entitled to receive 100% of the 20192022 RSU Award; (ii) if a director was appointed or elected to the Board more than 90 days but 180 or fewer days after the 20192022 Annual Meeting, such director was entitled to receive 75% of the 20192022 RSU Award; (iii) if a director was appointed or elected to the Board more than 180 days but 270 or fewer days after the 20192022 Annual Meeting, such director was entitled to receive 50% of the 20192022 RSU Award; and (iv) if a director was appointed or elected to the Board more than 270 days after the 20192022 Annual Meeting but prior to the 20202023 Annual Meeting, such director was entitled to receive 25% of the 20192022 RSU award. As noted in the table above, Ms. Ehrman was appointed to the Board within 90 days after the 2019 Annual Meeting and received 100% of the 2019 RSU Award. In addition, we reimburse our directors for travel, lodging and related expenses incurred in attending Board and committee meetings. Compensation for 2020-2021 In early 2020, following the outbreak of the novel coronavirus, orCOVID-19, along with the actions of OPEC+ and their effects on oil supply and demand, oil prices and our stock price, the Board voluntarily agreed to reduce its compensation by 25%. The Board is continuing to assess its compensation and has not yet determined all of the components or amounts of the 2020-2021 non-employee director compensation program. 2020 Proxy Statement|  Matador Resources Company        67     DIRECTOR COMPENSATION   Director Stock Ownership Guidelines   Ournon-employee directors are expected to follow our voluntary stock ownership guidelines fornon-employee directors. Within three years of becoming a director, eachnon-employee director is expected to own $250,000 of Common Stock and continue to hold such shares while serving as a director. As of December 31, 2019,2022, all directors owned in excess of $250,000 of Common Stock or were on track to meet the guidelines within three years of becoming a director.Stock. Shares that count toward the stock ownership guidelines include RSUs. Board Advisor Compensation Our advisors to the Board are compensated with stock and/or cash awards based upon meeting attendance or as otherwise agreed to pursuant to consulting arrangements with such advisors. We reimburse our advisors to the Board for travel, lodging and related expenses incurred in attending Board and committee meetings. The advisor compensation of Mr. Rolfe is the same as for thenon-employee directors as described above. 6874        Matador Resources Company  |20202023 Proxy Statement         SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table presents the securities authorized for issuance under our equity compensation plans as of December 31, 2019.2022:       Plan Category    Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights    Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights    Number of Shares Remaining Available for Future Issuance Under Equity   Compensation   Plans    Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2)    Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights(3)    Number of Shares Remaining Available for Future Issuance Under Equity   Compensation   Plans Equity compensation plans approved by security holders(3)(1)        3,956,574      $ 22.64        2,801,761        1,357,496      $ 22.92        8,755,116 Equity compensation plans not approved by security holders        —        —        —        —        —        — Total        3,956,574      $ 22.64        2,801,761        1,357,496      $ 22.92        8,755,116   (1) Includes shares authorized under the Matador Resources Company 2003 StockAmended and Restated 2012 Long-Term Incentive Plan (the “2003(as amended, the “2012 Plan”), the 2012 Long-Term2019 Plan and the 2019 Long-TermMatador Resources Company 2022 Employee Stock Purchase Plan. Our Board has determined not to make any additionalNo further awards may be made under the 2003 Plan or the 2012 Long-Term Plan, although awards remain outstanding under the 2012 Long-Term Plan. As of February 21, 2020, all awards outstanding under the 2003 Plan had expired or settled.thereunder. (2) The 2019 Long-Term Plan was adopted by the Board in April 2019 and approved by our shareholders on June 6, 2019. (3) Includes the number of PSUs granted under the 2012 Long-TermPlan and the 2019 Plan based on the maximum level of achievement, which may be more than the number of shares issued in settlement of PSUs that are ultimately earned. (3) Reflects the weighted-average exercise price of stock options granted under the 2012 Plan and 2019 Plan. RSUs and PSUs are not reflected in this column as they do not have an exercise price.   20202023 Proxy Statement|  Matador Resources Company        6975       TRANSACTIONS WITH RELATED PERSONS          TRANSACTIONS WITH RELATED PERSONS Except as disclosed below, during 20192022, there was not, nor was there proposed as of December 31, 2019,2022, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, nominees for directors, executive officers, holdersbeneficial owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described in “Executive Compensation—Compensation Discussion and Analysis” and “Director Compensation” above. Working Interest and Overriding Royalty Interest Owners   Mr.Joseph Wm. Foran, Chairman and Chief Executive Officer, Shelley F. Appel, a nominee for director at the 2023 Annual Meeting, and certain of Mr. Foran’stheir affiliated entities (collectively, the “Foran Entities”) are working interest owners and/or overriding royalty interest owners in certain properties operated by the Company or in which the Company also holds a working interest. As working interest owners, the Foran Entities are required to pay their proportionate share of all costs and are entitled to receive their proportionate share of revenues in the normal course of business. As overriding royalty interest owners, the Foran Entities are entitled to receive their proportionate share of revenues from the wells in which they own an interest in the normal course of business. During 2019,2022, revenues, net of costs, received by the Foran Entities in their capacity as working interest owners or overriding royalty interest owners were approximately $1.8$13.2 million (the “Related Net Revenue Payments”). The Related Net Revenue Payments represent less than 1% of our total third-party net revenue payments during 2019.2022. In our capacity as operator, we incur drilling and operating costs that are billed to our partners based on their respective working interests. During 2019,2022, our joint interest billings to the Foran Entities attributable to their share of costs were approximately $0.5$9.8 million (the “Related Joint Interest Billings”). The Related Joint Interest Billings represent less than 1% of our total joint interest billings during 2019.2022. As a result of this ownership by the Foran Entities, from time to time, we will be in a net receivable or net payable position with certain of the Foran Entities. We do not consider any net receivables from the Foran Entities to be uncollectible. The Audit Committee reviewed the terms of the working interests and/or overriding royalty interests of the Foran Entities for potential conflicts of interest under the Related PartyPerson Transaction Policy, and, after being fully informed as to Mr. Foran’s relationships and interests in such transactions and all other material facts related to the Related Net Revenue Payments and Related Joint Interest Billings, determined that such transactions and the Related Net Revenue Payments and Related Joint Interest Billings were fair to the Company and recommended such transactions and the Related Net Revenue Payments and Related Joint Interest Billings to the full Board for approval and ratification. The Board subsequently approved and ratified the transactions and the Related Net Revenue Payments and Related Joint Interest Billings. Certain Employment RelationshipsJoint Venture Relationship   Billy E. Goodwin, Executive Vice PresidentThe Company has entered into a joint venture (the “Joint Venture”) with Spearpoint Resources Company (“Spearpoint”) to generate value through a conventional vertical well development program in our Twin Lakes asset area. An adult child of Mr. Foran and Chief Operating Officer—Drilling, Completions & Production, was appointedthe sibling of Ms. Appel is the founder of Spearpoint and serves as anthe chief executive officer and chairman of the Company in connection with his February 2016 promotion to Senior Vice President—Operations. Twoboard of directors of Spearpoint. Mr. Goodwin’s adult children have been employees of the Company since 2014 and 2015, respectively, and each earned in 2019, and are expected to be compensated in 2020, between $120,000 and $600,000. One of Mr. Goodwin’s childrenForan’s child has a Bachelor of Arts degree in Economics from Princeton University, a Master’s of Science degree in Petroleum Engineering from theTexas A&M University of Tulsa and over 10 years of industry experience, includinga Master’s degree in Business Administration from Rice University. Mr. Foran’s child worked for a major oil and gas company as a regional drilling supervisorpetroleum petrophysicist. Prior to attending Texas A&M, Mr Foran’s child served in the United States Marine Corp, including two tours of duty overseas, and has continued to serve in United State Marine Corp Reserve, recently achieving the rank of Major. Mr. Foran’s child may perform shared services to the Joint Venture, for another publicly traded explorationwhich the Joint Venture would reimburse Spearpoint. In addition, Ms. Appel holds an ownership interest in Spearpoint. 76        Matador Resources Company  |2023 Proxy Statement     TRANSACTIONS WITH RELATED PERSONS   During 2022, the Company made capital contributions to the Joint Venture of approximately $9.5 million (the “Capital Contributions”). The Company did not receive any distributions from the Joint Venture in 2022, and production company.the Joint Venture did not pay Spearpoint for any shared services provided by Mr. Foran’s child, although such distributions may be received by the Company or such shared service amounts may be paid by Spearpoint in the future. The Audit Committee reviewed the terms of the Joint Venture for potential conflicts of interest under the Related Person Transaction Policy, and, after being fully informed as to Mr. Foran’s and his adult child’s relationships and interests in such transactions and all other material facts related to the Joint Venture, determined that such transactions, including the Capital Contributions, were fair to the Company and recommended such transactions to the full Board for approval and ratification. The Board subsequently approved and ratified the transactions, including the Capital Contributions. Certain Employment Relationships Billy E. Goodwin served as an executive officer during 2022 and currently serves as the Company’s President – Operations. During 2022, an adult child of Mr. Goodwin was an employee of the Company and has been an employee since 2015. Mr. Goodwin’s otherchild earned in 2022 and is expected to be compensated in 2023 between $120,000 and $500,000. Mr. Goodwin’s child has a Bachelor of Science in Business Administration degree in Energy Management from the University of Tulsa and a Bachelor of Arts degree in General Business and Management from Oklahoma State University. He also has over 1012 years of industry experience, including as a drilling fluids engineer for a publicly traded oilfield services company and as a landman for a publicly traded exploration and production company. The Audit Committee reviewed the terms of the employment arrangementsarrangement for potential conflicts of interest under the Company’s 70        Matador Resources Company  |2020 Proxy Statement   TRANSACTIONS WITH RELATED PERSONS          Related PartyPerson Transaction Policy and, after being fully informed as to the employment arrangementsarrangement and historical and anticipated compensation of Mr. Goodwin’s adult children,child, and all other material facts related to the relationship, determined that the employment arrangements werearrangement was fair to the Company and recommended the employment arrangementsarrangement to the full Board for approval and ratification. The Board subsequently approved and ratified such employment arrangements. Reynald A. Baribault is a member of the Board. Mr. Baribault’ssister-in-law has been an employee of the Company since 2016 and earned in 2019,2022, and is expected to be compensated in 2020,2023, between $120,000 and $200,000.$250,000. Mr. Baribault’ssister-in-law has a diploma from the Executive Secretarial School and is a certified legal assistant, having completed the Southern Methodist University Legal Assistants Program. She has over 3840 years of experience as a legal assistant. The Audit Committee reviewed the terms of the employment arrangement for potential conflicts of interest under the Company’s Related PartyPerson Transaction Policy and, after being fully informed as to the employment arrangement and historical and anticipated compensation of Mr. Baribault’ssister-in-law, and all other material facts related to the relationship, determined that the employment arrangement was fair to the Company and recommended the employment arrangement to the full Board for approval and ratification. The Board subsequently approved and ratified such employment arrangement. An adult child of Mr. Foran and the sibling of Ms. Appel, has been an employee of the Company since 2015 and earned in 2019,2022, and is expected to be compensated in 2020,2023, between $120,000 and $200,000.$250,000. Mr. Foran’s child has a Bachelor of Science degree in Human Resource Development and a Master of Science degree in Human Resource Management, both from Texas A&M University. She has more than nine11 years of industry experience, including with another publicly traded exploration and production company. The Audit Committee reviewed the terms of the employment arrangement for potential conflicts of interest under the Company’s Related PartyPerson Transaction Policy and, after being fully informed as to the employment arrangement and historical and anticipated compensation of Mr. Foran’s adult child, and all other material facts related to the relationship, determined that the employment arrangement was fair to the Company and recommended the employment arrangement to the full Board for approval and ratification. The Board subsequently approved and ratified such employment arrangement. In addition, Ms. Appel, who is a nominee for director at the 2023 Annual Meeting and is the daughter of Mr. Foran, served as the Company’s Environmental, Social and Governance Coordinator and as a Special Advisor to the Board in 2022. For these services, Ms. Appel was compensated between $120,000 and $250,000. Ms. Appel has a degree from Yale University and a Master’s degree in Business Administration from the University of Chicago 2023 Proxy Statement|  Matador Resources Company        77     TRANSACTIONS WITH RELATED PERSONS   and also worked for a major oil and gas company for a number of years. For further details of Ms. Appel’s relationship with the Company and her background and experience, please see her biography on page 16 of this Proxy Statement. The Audit Committee reviewed the terms of the employment arrangement and the consulting arrangement for potential conflicts of interest under the Company’s Related Person Transaction Policy and, after being fully informed as to the employment arrangement and the consulting arrangement and historical and anticipated compensation of Ms. Appel, and all other material facts related to the relationship, determined that the employment arrangement and the consulting arrangement each was fair to the Company and recommended the employment arrangement and the consulting arrangement to the full Board for approval and ratification. The Board subsequently approved and ratified such employment arrangement and such consulting arrangement. Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers and expect to do so in the future for any new directors and executive officers. The indemnification agreements provide the directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted by applicable law. Procedures for Approval of Related PartyPerson Transactions   Pursuant to the Related PartyPerson Transaction Policy as in effect as of December 31, 2019,2022, a “Related PartyPerson Transaction” is defined as a transaction (including any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness)), or series of related transactions, or any material amendment to any such transaction, involvingin which a Related PartyPerson (as defined below) has or will have a direct or indirect material interest and in which we are a participant, other than:   a transaction involving compensation of directors; • a transaction involving compensation of directors that is required to be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements (“Item 402”);   a transaction involving compensation of an executive officer or involving an employment agreement, severance agreement, change in control provision or agreement or a special supplemental benefit for an executive officer; • any employment by us of an executive officer if:   a transaction available to all employees generally or to all salaried employees generally; ¡ the related compensation is required to be reported in our proxy statement under Item 402; or   a transaction with a Related Party involving less than $120,000; ¡ the executive officer is not an “immediate family member” of another executive officer or director of the Company, the related compensation would be reported in our proxy statement under Item 402 if the executive officer was a “named executive officer” and the Compensation Committee approved (or recommended that the Board approve) such compensation;   a transaction in which the interest of the Related Party arises solely from the ownership of a class of our equity securities and all holders of that class receive the same benefit on a pro rata basis; or • a transaction with a Related Person involving less than $120,000;   a transaction in which the rates or charges involved therein are determined by competitive bids, or a transaction that involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority. “Related Party” means: • a transaction in which the interest of the Related Person arises solely from the ownership of a class of our equity securities and all holders of that class receive the same benefit on a pro rata basis;   any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors or nominees for directors; • a transaction in which a Related Person has an indirect interest solely as a result of being (a) a director or, together with all other Related Persons, a less than 10% beneficial owner of an equity interest in another entity, or both, or (b) a limited partner in a partnership in which the Related Person, together with all other Related Persons, has an interest of less than 10%;   • a transaction in which the rates or charges involved therein are determined by competitive bids, or a transaction that involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; any person who is known by us to be the beneficial owner of more than 5% of our Common Stock; • any transaction with another company at which a Related Person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the greater of $1,000,000, or 2% of that company’s total annual revenues; • any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer), if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2% of the charitable organization’s total annual receipts;   2020 Proxy Statement|78        Matador Resources Company  71|2023 Proxy Statement       TRANSACTIONS WITH RELATED PERSONS       any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law orsister-in-law of a director, nominee for director, executive officer or a beneficial owner of more than 5% of our Common Stock; and • any transaction with another publicly traded company where the Related Person’s interest arises solely from beneficial ownership of more than 5% of our Common Stock and ownership of a non-controlling interest in the other publicly traded company;   • reimbursement of business expenses incurred by a director, officer or employee of the Company in the performance of his or her duties and approved for reimbursement by the Company in accordance with the Company’s customary policies and practices; or any firm, corporation or other entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons is a general partner or executive officer or in which such person, together with all other of the foregoing persons, owns 10% or more of the equity interests thereof. • indemnification and advancement of expenses made pursuant to the Certificate of Formation or the Bylaws or pursuant to any agreement. “Related Person” means: • any person who is, or at any time since the beginning of the Company’s last completed fiscal year was, one of our executive officers or one of our directors or nominees for director; • any person (including any entity or group) who is known by us to be the beneficial owner of more than 5% of our Common Stock; • any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law,sister-in-law or person residing (other than a tenant or employee) in the home of a director, nominee for director, executive officer or a beneficial owner of more than 5% of our Common Stock; and • any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons is a general partner or executive officer or in which such person, together with all other of the foregoing persons, owns 10% or more of the equity interests thereof. Pursuant to the Related PartyPerson Transaction Policy, the Audit Committee must review all material facts of each Related PartyPerson Transaction and recommend either approval or disapproval of the Related PartyPerson Transaction to the full Board, subject to certain limited exceptions. In determining whether to recommend approval or disapproval of the Related PartyPerson Transaction, the Audit Committee must, after reviewing all material facts of the Related PartyPerson Transaction and the Related Party’sPerson’s relationship and interest, determine whether the Related PartyPerson Transaction is fair to the Company.Company and in, or not consistent with, the interests of the Company and its shareholders. If a Related Person Transaction will be ongoing, the Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the Related Persons to see that they are in compliance with Audit Committee guidelines. Further, the policy requires that all Related PartyPerson Transactions be disclosed in our filings with the SEC and/or our website in accordance with applicable laws, rules and regulations.   722023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement79       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents the beneficial ownership of our Common Stock as of April 9, 202012, 2023 for (i) each person beneficially owning more than 5% of the outstanding shares of our Common Stock, (ii) each director and nominee for director of the Company, (iii) each executive officer of the Company listed in the Summary Compensation Table and (iv) all of our directors, nominees and executive officers as a group. Except pursuant to applicable community property laws and except as otherwise indicated, each shareholder possesses sole voting and investment power with respect to its, his or her shares. The business address of each of our directors and executive officers is c/o Matador Resources Company, One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240. The applicable percentage ownership is based on 116,563,969119,183,914 shares of our Common Stock issued and outstanding as of April 9, 2020,12, 2023, plus, on an individual basis, the right of that individual to (i) obtain Common Stock upon exercise of stock options or (ii) obtain Common Stock upon the vesting or delivery of RSUs, in each case within 60 days of April 9, 2020.12, 2023. The information is based on Form 3s, Form 4s, Form 5s, Schedule 13Ds, Schedule 13Gs and Schedule 13G/As filed through April 9, 2020.12, 2023.           Name      Amount and Nature of Ownership of Common Stock      Percent   of Class     Directors and Named Executive Officers:             Joseph Wm. Foran(1)            5,420,371              4.6%       Craig N. Adams(2)            318,732              *          Reynald A. Baribault(3)            119,554              *          R. Gaines Baty(4)            44,237              *          Craig T. Burkert(5)            96,802              *          William M. Byerley(6)            30,950              *          Matthew P. Clifton(7)            38,605              *          Monika U. Ehrman(8)            10,995              *          Julia P. Forrester Rogers(9)            49,262              *          Billy E. Goodwin(10)            270,212              *          Matthew V. Hairford(11)            585,296              *          David E. Lancaster(12)            659,967              *          Timothy E. Parker(13)            51,191              *          David M. Posner(14)            47,049              *          Kenneth L. Stewart(15)            65,927              *          All Directors and Executive Officers as a Group (18 persons)(16) :            8,673,424              7.4%       Other 5% Owners:             BlackRock, Inc.(17)            13,995,518              12.0%       The Vanguard Group(18)            10,533,801              9.0%       Dimensional Fund Advisors LP(19)            7,565,986              6.5%       State Street Corporation(20)            6,471,321              5.6%       Name    Amount and Nature of Ownership of Common Stock      Percent   of Class     Directors, Nominees and Named Executive Officers                   Joseph Wm. Foran(1)      5,274,668        4.4%   Craig N. Adams(2)      303,356        *      Shelley F. Appel(3)      1,664,125        1.4%   Reynald A. Baribault(4)      135,199        *      R. Gaines Baty(5)      61,713        *      William M. Byerley(6)      46,420        *      Monika U. Ehrman(7)      30,203        *      Julia P. Forrester Rogers(8)      64,267        *      Michael D. Frenzel(9)      66,932        *      Billy E. Goodwin(10)      291,624        *      James M. Howard(11)      120,214        *      David E. Lancaster(12)      565,337        *      Timothy E. Parker(13)      71,636        *      Van H. Singleton, II(14)      243,659        *      Kenneth L. Stewart(15)      81,272        *      All Directors, Nominees and Executive Officers as a Group (16 persons)(16)      7,140,158        6.0%   Other 5% Owners                   BlackRock, Inc.(17)      13,726,498        11.6%   The Vanguard Group(18)      11,454,049        9.6%     * Less than one percent (1%) 2020 Proxy Statement|  Matador Resources Company        73     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   (1) Includes (i) 1,105,913 shares of Common Stock held of record by Sage Resources, Ltd., a limited partnership owned by the Foran family, including Mr. Foran; (ii) 4,00017,271 shares of Common Stock held of record by Mr. Foran’s spouse throughas her Individual Retirement Account;separate property; (iii) 105,000 shares and 40,000 shares of Common Stock held of record by The Joseph Donald Foran Family Trust 2008 and The Foran Family Special Needs Trust, respectively, for which Mr. Foran is theco-trustee and over which Mr. Foran has shared voting and investment power with other members of his family; (iv) 168,156113,873 shares of Common Stock held of record by each of the JWF2019-12021-2 GRAT and the NNF2019-12021-2 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (iv) 125,010 shares of Common Stock held of record by each of the JWF 2022-1 GRAT and the NNF 2022-1 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (v) 324,01394,825 shares of Common Stock held of record by each of the JWF2019-2 2022-2 GRAT and the NNF2019-2 2022-2 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (vi) 261,718163,050 shares of Common Stock held of record by each of the JWF2020-1 2023-1 GRAT and the NNF2020-1 2023-1 GRAT, for which Mr. Foran is the trustee and over 80        Matador Resources Company  |2023 Proxy Statement     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   which Mr. Foran has sole voting and investment power; (vii) 375,984434,449 shares of Common Stock held of record by the Foran 2012 Security Trust, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (viii) 394,928471,276 shares of Common Stock held of record by the Foran 2012 Savings Trust, for which Mr. Foran’s spouse is a trustee; and (ix) 1,177,5681,137,182 shares held of record, collectively, by the LRF 2011Non-GST Trust, WJF 2011Non-GST Trust, JNF 2011Non-GST Trust, SIF 2011Non-GST Trust and MCF 2011Non-GST Trust, for which trusts Mr. Foran and his spouse, as settlors of each of the 2011 Non-GST Trusts, retain the power of substitution with respect to the property of the 2011 Non-GST Trusts; and (x) 29,9491,093,356 shares held of restricted stock. Pursuantrecord, collectively, by the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust, for which trusts Mr. Foran and his spouse, as settlors of each of the 2020 Non-GST Trusts, retain the power of substitution with respect to the termsproperty of the restricted stock grants, Mr. Foran has the right to vote such shares but may only dispose of such shares to the extent they have vested. Also includes 257,925 shares of Common Stock issuable to Mr. Foran upon the exercise of stock options. 2020 Non-GST Trusts. (2) Includes 164,446 shares of Common Stock issuable to Mr. Adams upon the exercise of stock options and 2,850 shares of Common Stock held of record by histhe 401(k) account. Also includes 12,729 sharesaccount of restricted stock. Pursuant to the terms of the restricted stock grants, Mr. Adams has the right to vote such shares but may only dispose of such shares to the extent they have vested.Adams. (3) Ms. Appel is a nominee for director at the Annual Meeting. Includes (i) 1,105,913 shares of Common Stock held of record by Sage Resources, Ltd., a limited partnership owned by the Foran family, including Ms. Appel; (ii) 227,416 shares of Common Stock held of record by the SIF 2011 Non-GST Trust; (iii) 273,339 shares of Common Stock held of record by the SIF 2020 Non-GST Trust; (iv) 4,727 shares of Common Stock held of record by the Individual Retirement Account of Ms. Appel; (v) 1,185 shares of Common Stock held of record by the 401(k) account of Ms. Appel; (vi) 117 shares of Common Stock held of record by the Health Savings Account of Ms. Appel; and (vi) 58 shares of Common Stock held of record by the Health Savings Account of Ms. Appel’s spouse. (4) Includes 6,500 shares of Common Stock held of record by the Individual Retirement Account of Mr. Baribault. Also includes 70,500110,897 shares of Common Stock held of record by the Reynald A. Baribault Maritalized Revocable Living Trust and 7,500 shares of Common Stock held of record by the Sally K. Baribault Maritalized Revocable Living Trust, for which trusts both Mr. Baribault and his spouse are trustees and share voting and investment power. Also includes 8,86210,302 shares of Common Stock issuable to Mr. Baribault upon the vesting and delivery of RSUs. (4)(5) Includes 14,51418,543 shares of Common Stock issuable to Mr. Baty upon the vesting and delivery of RSUs. (5) Includes 34,742 shares of Common Stock held of record by the Individual Retirement Account of Mr. Burkert. Also includes 18,127 shares of Common Stock issuable to Mr. Burkert upon the vesting and delivery of RSUs. (6) Includes 8,86222,740 shares of Common Stock issuable to Mr. Byerley upon the vesting and delivery of RSUs. (7) Includes 8,395 shares of Common Stock issuable to Mr. Clifton upon the vesting of RSUs. (8) Includes 8,3952,040 shares of Common Stock issuable to Ms. Ehrman upon the vesting of RSUs. (9)(8) Includes 19,785 shares of Common Stock held of record by the Individual Retirement Account of Ms. Rogers and 5,800 shares of Common Stock held of record by Ms. Rogers’ spouse. Also includes 8,8622,040 shares of Common Stock issuable to Ms. Rogers upon the vesting of RSUs. (10)(9) Includes 131,528 shares of Common Stock issuableInformation based solely on a Form 4 filing with the SEC on May 3, 2022. Mr. Frenzel served as the Company’s principal financial officer from March 31, 2022 to Mr. Goodwin upon the exercise of stock options. Also includes 11,231 shares of restricted stock. Pursuant to the terms of the restricted stock grants, Mr. Goodwin has the right to vote such shares but may only dispose of such shares to the extent they have vested.February 16, 2023. (11)(10) Includes 216,670 shares of Common Stock issuable to Mr. Hairford upon the exercise of stock options and 19,500 shares of Common Stock held of record by his Individual Retirement Account. Also includes 333,4035,000 shares of Common Stock held of record by the Hairford Family Trust, for which both401(k) account of Mr. Hairford and his spouse are trustees. Also includes 15,723 shares of restricted stock. Pursuant to the terms of the restricted stock grants, Mr. Hairford has the right to vote such shares but may only dispose of such shares to the extent they have vested.Goodwin. (12)(11) Includes 181,673 shares of Common Stock issuable to Mr. Lancaster upon the exercise of stock options and 85,50050,000 shares of Common Stock held of record by histhe Individual Retirement Account.Account of Mr. Howard and 50,000 shares of Common Stock held by PBH Family Partners, Ltd., a family limited partnership owned by Mr. Howard’s family, including Mr. Howard, and over which Mr. Howard and his spouse share voting and investment authority. Also includes 14,22610,214 shares of restricted stock. PursuantCommon Stock issuable to Mr. Howard upon the termsvesting and delivery of RSUs. (12) Information based solely on a Form 4 filing filed with the SEC on January 4, 2022. Mr. Lancaster retired as the Executive Vice President and Chief Financial Officer of the restricted stock grants, Mr. Lancaster has the right to vote such shares but may only dispose of such shares to the extent they have vested.Company on March 31, 2022. (13) Includes 8,3952,040 shares of Common Stock issuable to Mr. Parker upon the vesting of RSUs. (14) Includes 27,1702,505 shares of Common Stock held of record by the Individual Retirement Account401(k) account of Mr. Posner. Also includes 19,528 shares of Common Stock issuable to Mr. Posner upon the vesting and delivery of RSUs.Singleton. (15) Includes 20,92714,572 shares of Common Stock issuable to Mr. Stewart upon the vesting and delivery of RSUs. (16) Includes an aggregate of 1,287,4234,548 shares of Common Stock, which our executive officers as a group have the right to acquire within 60 days of April 9, 202012, 2023 upon the exercise of stock options. Also includes 111,561Includes 48,186 shares of restricted stock held by our executive officers. Pursuant to the terms of thesuch restricted stock grants, the executive officers have the right to vote such shares but may only dispose of such shares to the extent they have vested. Also includes 124,86782,491 shares of Common Stock issuable to directors upon the vesting and delivery of RSUs. (17) Information based solely on a Schedule 13G/A filed with the SEC on February 4, 2020.January 26, 2023. The Schedule 13G/A reports that BlackRock, Inc. (“BlackRock”) beneficially owns 13,995,51813,726,498 shares, has sole voting power with respect to 13,592,72113,488,714 shares and has sole dispositive power with respect to 13,995,51813,726,498 shares. According to the Schedule 13G/A, BlackRock’s address is 55 East 52nd52nd Street, New York, NY 10055. (18) Information based solely on a Schedule 13G/A filed with the SEC on February 12, 2020.9, 2023. The Schedule 13G/A reports that The Vanguard Group (“Vanguard”) beneficially owns 10,533,801 shares, has sole voting power with respect to 122,15711,454,049 shares, has shared voting power with respect to 28,523212,084 shares, has sole dispositive power with respect to 10,400,43211,139,400 shares and has shared dispositive power with respect to 133,369314,649 shares. According to the Schedule 13G/A, Vanguard’s address is 100 Vanguard Blvd, Malvern, PA 19355.   742023 Proxy Statement|  Matador Resources Company        |2020 Proxy Statement81   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT           (19) Information based solely on a Schedule 13G filed with the SEC on February 12, 2020. The Schedule 13G reports that Dimensional Fund Advisors LP (“Dimensional”) beneficially owns 7,565,986 shares, has sole voting power with respect to 7,512,848 shares and has sole dispositive power with respect to 7,565,986 shares. According to the Schedule 13G, Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager orsub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, “Funds”). In certain cases, subsidiaries of Dimensional may act as an advisor orsub-advisor to certain Funds. In its role as investment advisor,sub-advisor and/or manager, Dimensional may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, according to the Schedule 13G, all such securities are owned by the Funds and Dimensional disclaims beneficial ownership of such securities. According to the Schedule 13G, Dimensional’s address is Building One, 6300 Bee Cave Road, Austin, TX 78746. (20) Information based solely on a Schedule 13G filed with the SEC on February 14, 2020. The Schedule 13G reports that State Street Corporation (“State Street”) beneficially owns 6,471,321 shares, has shared voting power with respect to 6,026,177 shares and has shared dispositive power with respect to 6,471,321 shares. According to the Schedule 13G, State Street’s address is State Street Financial Center, One Lincoln Street, Boston, MA 02111. 2020 Proxy Statement|  Matador Resources Company        75       ADDITIONAL INFORMATION          ADDITIONAL INFORMATION Shareholder Proposals for the 20212024 Proxy Statement   For shareholder proposals to be included in the Company’s proxy statement and form of proxy relating to the 20212024 Annual Meeting, such proposals must be received by the Company at its offices in Dallas, Texas, addressed to the Corporate Secretary of the Company, no later than December 24, 2020.29, 2023. If the Company changes the date of the 2024 Annual Meeting by more than 30 days from the anniversary of the 2023 Annual Meeting, shareholder proposals must be received a reasonable time before the Company begins to print and mail the proxy materials for the 2024 Annual Meeting in order to be considered for inclusion in the Company’s proxy statement. Upon timely receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with applicable regulations and provisions governing the solicitation of proxies. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than April 10, 2024. Director Nominations or Other Business for Presentation at the 20212024 Annual Meeting   Under the Bylaws, certain procedures are provided that a shareholder must follow in orderAlternatively, shareholders intending to place in nomination persons for election as directors at an annual meeting of shareholders or to introduce an item of business at an annual meeting of shareholders.shareholders without having the nomination or proposal included in the Company’s proxy statement must comply with certain procedures set forth in the Bylaws. These procedures provide, generally, among other things, that shareholders desiring to place in nomination persons for election as directors, and/or bring a proper subject of business before an annual meeting, must do so by a written notice timely received (on or before March 9, 2021,13, 2024, but no earlier than February 7, 2021,12, 2024, for the 20212024 Annual Meeting) to the Corporate Secretary of the Company containing the name and address of the shareholder and the number of shares of the Company’s Common Stock beneficially owned by the shareholder. If the notice relates to a nomination for director, it must also set forth the name, age, business and residence addresses of the candidate, the candidate’s résumé or a listing of his or her qualifications to be a director of the Company, the person’s written consent to be a director if selected by the Nominating Committee, nominated by the Board and elected by the shareholders and any other information that would be required to be disclosed in solicitations of proxies for the election of directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as director. Notice of an item of business shall include a brief description of the proposed business and any material interest of the shareholder in such business. The Chairman of the meeting may refuse to allow the transaction of any business not presented, or to acknowledge the nomination of any person not made, in compliance with the foregoing procedures. Copies of the Bylaws are available from the Corporate Secretary of the Company and on the Company’s website atwww.matadorresources.com under the heading “Investor Relations—Corporate Governance.” See “Corporate Governance—Board Committees—Nominating Committee” for the process for shareholders to follow to suggest a director candidate to the Nominating Committee for nomination by the Board. Annual Report on Form10-K   The Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019,2022, as filed with the SEC, including financial statements, is being made available to our shareholders concurrently with this Proxy Statement atwww.proxyvote.com and does not form part of the proxy solicitation material. Shareholders may obtain without charge another copy of the Annual Report on Form10-K, excluding certain exhibits, by writing to Investor Relations, Matador Resources Company, One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240.   7682        Matador Resources Company  |20202023 Proxy Statement         OTHER BUSINESS       OTHER BUSINESS Management of the Company is not aware of other business to be presented for action at the Annual Meeting; however, if other matters are presented for action, it is the intention of the persons named in the accompanying form of proxy to vote in accordance with their judgment on such matters.   By Order of the Board of Directors,   Joseph Wm. Foran Chairman and Chief Executive Officer April 23, 202027, 2023   20202023 Proxy Statement|  Matador Resources Company        7783         ANNEX A       ANNEX A Non-GAAP Financial Measures   Adjusted EBITDA We define, on a consolidated basis and for San Mateo, Adjusted EBITDA as earnings before interest expense, income taxes, depletion, depreciation and amortization, accretion of asset retirement obligations, property impairments, unrealized derivative gains and losses, certain othernon-cash items andnon-cash stock-based compensation expense and net gain or loss on asset sales and inventory impairment and prepayment premium on extinguishment of debt.impairment. Adjusted EBITDA is not a measure of net income (loss) or cash flows as determined by GAAP. Adjusted EBITDA is a supplementalnon-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. All references to Matador’s Adjusted EBITDA are those values attributable to Matador Resources Company shareholders after giving effect to Adjusted EBITDA attributable to third-party non-controlling interests, including in San Mateo. Management believes Adjusted EBITDA is necessary because it allows us to evaluate our operating performance and compare the results of operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in calculating Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which certain assets were acquired. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or net cash flows fromprovided by operating activities as determined in accordance with GAAP or as a primary indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components of understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure. Our Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate Adjusted EBITDA in the same manner. The following table presents our calculation of Adjusted EBITDA and the reconciliation of Adjusted EBITDA to the GAAP financial measures of net income (loss) and net cash provided by operating activities, respectively.respectively: Adjusted EBITDA—Matador Resources Company            Year Ended December 31, 2019     Year Ended December 31, 2018      Year Ended December 31, 2022   (In thousands)           Unaudited Adjusted EBITDA Reconciliation to Net Income:           Net income attributable to Matador Resources Company shareholders      $   87,777       $   274,207        $ 1,214,206   Net income attributable tonon-controlling interest in subsidiaries      35,205   25,557      72,111                  Net income          122,982           299,764          1,286,317   Interest expense          73,873           41,327          67,164   Total income tax provision (benefit)          35,532           (7,691   )   Total income tax provision      399,357   Depletion, depreciation and amortization          350,540           265,142          466,348   Accretion of asset retirement obligations          1,822           1,530          2,421   Unrealized loss (gain) on derivatives          53,727           (65,085   )   Unrealized gain on derivatives      (18,809 )  Stock-based compensation expense          18,505           17,200     Non-cash stock-based compensation expense      15,123   Net loss on asset sales and inventory impairment          967           196     Net loss on asset sales and impairment      1,311   Prepayment premium on extinguishment of debt        —   31,226                Expense related to contingent consideration      4,926   Consolidated Adjusted EBITDA          657,948           583,609          2,224,158   Adjusted EBITDA attributable tonon-controlling interest in subsidiaries      (47,192 )   (30,386 )      (97,002 )                 Adjusted EBITDA attributable to Matador Resources Company shareholders      $ 610,756   $ 553,223    $ 2,127,156                    20202023 Proxy Statement|  Matador ResourcesCompany        A-1       ANNEX A                   Year Ended December 31, 2019     Year Ended   December 31, 2018        Year Ended December 31, 2022   (In thousands)           Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:           Net cash provided by operating activities      $   552,042       $   608,523        $ 1,978,739   Net change in operating assets and liabilities          34,517           (64,429   )        117,935   Interest expense, net ofnon-cash portion          71,389           39,970          63,064   Current income tax benefit          —           (455   )   Current income tax provision      54,877   Expense related to contingent consideration      9,543   Adjusted EBITDA attributable tonon-controlling interest in subsidiaries      (47,192 )   (30,386 )      (97,002 )                 Adjusted EBITDA attributable to Matador Resources Company shareholders      $ 610,756   $ 553,223    $ 2,127,156                  Adjusted EBITDA—San Mateo (100%)             Year Ended December 31, 2022   (In thousands)    Unaudited Adjusted EBITDA Reconciliation to Net Income:    Net income    $ 147,163   Depletion, depreciation and amortization      32,378   Interest expense      16,829   Accretion of asset retirement obligations      282   Net loss on asset sales and impairment      1,311   Adjusted EBITDA    $ 197,963               Year Ended December 31, 2022   (In thousands)    Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:    Net cash provided by operating activities    $ 178,549   Net change in operating assets and liabilities      3,848   Interest expense, net of non-cash portion      15,556   Adjusted EBITDA    $ 197,963   Adjusted EBITDAFree Cash Flow The following table presents our calculation ofAdjusted free cash flow is measured, on a consolidated basis for the combined Adjusted EBITDA of San Mateo I and San Mateo II and the reconciliation of Adjusted EBITDA to the GAAP financial measures of net income andCompany, as net cash provided by operating activities, respectively.adjusted for changes in working capital and cash performance incentives that are not included as operating cash flows, less cash flows used for capital expenditures, adjusted for changes in capital accruals. On a consolidated basis, these numbers are also adjusted for the cash flows related to non-controlling interest in subsidiaries that represent cash flows not attributable to Matador shareholders. Adjusted free cash flow should not be considered an alternative to, or more meaningful than, net cash provided by operating activities as determined in accordance with GAAP or an indicator of the Company’s liquidity. Adjusted free cash flow is used         Year Ended   December 31, 2019   (In thousands)      Unaudited Adjusted EBITDA Reconciliation to Net Income:        Net income      $ 71,850 Depletion, depreciation and amortization        15,068 Interest expense        9,282 Accretion of asset retirement obligations        110            Adjusted EBITDA      $ 96,310                  Year Ended   December 31, 2019   (In thousands)      Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:      Net cash provided by operating activities      $ 106,650 Net change in operating assets and liabilities        (19,137 ) Interest expense, net ofnon-cash portion        8,797            Adjusted EBITDA      $ 96,310            A-2        Matador Resources Company  |20202023 Proxy Statement         ANNEX A       Return on Average Capital Employedby the Company, securities analysts and investors as an indicator of the Company’s ability to manage its operating cash flow, internally fund its drilling, completion and equipping capital expenditures, pay dividends and service or incur additional debt, without regard to the timing of settlement of either operating assets and liabilities or accounts payable related to capital expenditures. Additionally, this non-GAAP financial measure may be different than similar measures used by other companies. The Company believes the presentation of adjusted free cash flow provides useful information to investors, as it provides them an additional relevant comparison of the Company’s performance, sources and uses of capital associated with its operations across periods and to the performance of the Company’s peers. In addition, this non-GAAP financial measure reflects adjustments for items of cash flows that are often excluded by securities analysts and other users of the Company’s financial statements in evaluating the Company’s cash spend. Return on Average Capital Employed (ROACE) is defined as Adjusted EBITDA (defined above)The table below reconciles adjusted free cash flow to its most directly comparable GAAP measure of net cash provided by operating activities. All references to Matador’s adjusted free cash flow are those values attributable to Matador shareholders after giving effect to adjusted free cash flow attributable to third-party non-controlling interests, including in San Mateo. Adjusted Free Cash Flow—Matador Resources Company shareholders, plus cash inflows from midstream transactions, divided by average total capitalization (defined as total assets less total current liabilities). ROACE is not a measure of net income (loss) or cash flows as determined by GAAP. ROACE is a supplementalnon-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. The following table presents our calculation of ROACE and the reconciliation of ROACE to the GAAP financial measure of net income.         Year Ended December 31, 2019     Year Ended December 31, 2018   ($ in thousands)      Return on Average Capital Employed      Net income    $ 122,982     Adjustments to net income (see Adjusted EBITDA reconciliation)      487,774                (a)   Adjusted EBITDA attributable to Matador Resources Company shareholders      610,756     Cash flows from midstream transactions      14,700     Proceeds from sale of assets      21,921                (b)   Total cash inflows from midstream transactions, proceeds from sale of assets and Adjusted EBITDA    $ 647,377                (c)   Total assets    $ 4,069,676     $ 3,455,518   (d)   Total assets – non-guarantor subsidiaries      654,121       444,374                    (e)   Total assets attributable to Matador Resources Company shareholders = [(c) – 49% * (d)]      3,749,157       3,237,775   (f)   Total current liabilities      399,772       330,022   (g)   Total current liabilities – non-guarantor subsidiaries      73,086       27,988   (h)   Total current liabilities attributable to Matador Resources Company shareholders = [(f) – 49% * (g)]      363,960       316,308                    Total capitalization = [(e) – (h)]    $ 3,385,197     $ 2,921,467                    (i)   Average total capitalization for 2019 and 2018    $ 3,153,332                Return on average capital employed = (b) / (i)      20.5 %                 Year Ended December 31, 2022   (In thousands)    Net cash provided by operating activities    $ 1,978,739   Net change in operating assets and liabilities      117,935   San Mateo discretionary cash flow attributable to non-controlling interest in subsidiaries(1)      (89,375 )  Performance incentives received from Five Point      28,250   Total discretionary cash flow    $ 2,035,549   Drilling, completion and equipping capital expenditures      771,830   Midstream capital expenditures      80,051   Expenditures for other property and equipment      1,213   Net change in capital accruals      4,355   San Mateo accrual-based capital expenditures related to non-controlling interest in subsidiaries(2)      (39,717 )  Total accrual-based capital expenditures(3)      817,732   Adjusted free cash flow    $ 1,217,817   (1) Represents Five Point’s 49% interest in San Mateo discretionary cash flow. (2) Represents Five Point’s 49% interest in accrual-based San Mateo capital expenditures. (3) Represents drilling, completion and equipping costs, Matador’s share of San Mateo capital expenditures plus 100% of other immaterial midstream capital expenditures not associated with San Mateo.   20202023 Proxy Statement|  Matador Resources Company        A-3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D12830-P36528 Nominees: 1a. Joseph Wm. Foran 1b. Reynald A. Baribault 1c. Monika U. Ehrman 1d. Timothy E. Parker 3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. Please indicate if you plan to attend this meeting. The Board of Directors recommends you vote FOR the following proposals: 2. Advisory vote to approve the compensation of the Company’s named executive officers. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: The proxies are authorized to vote in their discretion on such other business as may properly come before the meeting or any adjournment thereof. 1. Election of Directors For Against Abstain For Against Abstain MATADOR RESOURCES COMPANY The Board of Directors recommends you vote FOR the following: MATADOR RESOURCES COMPANY 5400 LBJ FREEWAY, SUITE 1500 DALLAS, TX 75240 Yes NoSCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 1171711717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V13336-P93190 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. MATADOR RESOURCES COMPANY The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 1a. Joseph Wm. Foran 1b. Reynald A. Baribault 1c. Timothy E. Parker 1d. Shelley F. Appel For Against Abstain The Board of Directors recommends you vote FOR the following proposals: 2. Advisory vote to approve the compensation of the Company’s named executive officers. 3. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. For Against Abstain NOTE: The proxies are authorized to vote in their discretion on such other business as may properly come before the meeting or any adjournment thereof. Yes No Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report for the year ended December 31, 2019,2022, Notice of Annual Meeting and Proxy Statement are available at www.proxyvote.com D12831-P36528V13337-P93190 MATADOR RESOURCES COMPANY Annual Meeting of Shareholders June 5, 20209, 2023 9:30 A.M. This proxy is solicited by the Board of Directors As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-690-6903, or via the internet at www.proxyvote.com. Have your proxy card in hand and follow the instructions. Depending on concerns about the novel coronavirus, or COVID-19, we might hold a virtual annual meeting instead of holding an in-person meeting. We would publicly announce a determination to a hold a virtual annual meeting in a press release available at our website, www.matadorresources.com, as soon as practicable before the meeting. In that event, the annual meeting would be conducted solely virtually, on the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our stockholder list at the virtual annual meeting by visiting ww.virtualshareholdermeeting.com/MTDR2020 and using your control number, but only if we decide to hold a virtual annual meeting. The shareholder hereby appoints Joseph Wm. Foran and Timothy E. Parker, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MATADOR RESOURCES COMPANY that the shareholder is entitled to vote at the Annual Meeting of Shareholders to be held at 9:30 A.M., CDT on June 5, 2020,9, 2023, at the Westin Galleria, San AntonioHilton Dallas Lincoln Centre, Lakeside Ballroom, 13340 Dallas Parkway,5410 LBJ Freeway, Dallas, Texas 75240, and any adjournment or postponement thereof. The shareholder hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such shares of stock. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side