☐ Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 |
2024 | ||||
Notice of Annual Meeting of Shareholders and | ||||
Proxy Statement |
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 9, 2023
To the Matador Resources Company Shareholders:
Please join us for the 2023 Annual Meeting of Shareholders of Matador Resources Company. The meeting will be held at the Hilton Dallas Lincoln Centre, Lakeside Ballroom, 5410 LBJ Freeway, Dallas, Texas 75240, on
At the meeting, you will hear a report on our business and act on the following matters:
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 13, 2024 | |||
To the Matador Resources Company Shareholders: Please join us for the 2024 Annual Meeting of Shareholders of Matador Resources Company. The meeting will be held at the Hilton Anatole, Imperial Ballroom, 2201 N. Stemmons Freeway, Dallas, Texas 75207, on Thursday, June 13, 2024, at9:30 a.m., Central Daylight Time. At the meeting, you will hear a report on our business and act on the following matters: (1) | Election of the four nominees for director named in the attached Proxy Statement; |
(2) | Advisory vote to approve the compensation of our named executive officers as described in the attached Proxy Statement; |
(3) | Advisory vote on the frequency of future advisory votes to approve named executive officer compensation; (4)Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, |
(5)Any other matters that may properly come before the meeting. |
All shareholders of record at the close of business on April 12, 2023
By Order of the Board of Directors,
Joseph Wm. Foran
Chairman and Chief Executive Officer
April 27, 2023
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 9, 2023:
Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2022 are available for viewing, printing and downloading at https://materials.proxyvote.com/576485.
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By Order of the Board of Directors, | ||
Joseph Wm. Foran Chairman and Chief Executive Officer | ||
April 26, 2024 | ||
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 13, 2024: Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2023 are available for viewing, printing and downloading at https://materials.proxyvote.com/576485. |
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Outstanding Equity Awards at December 31, 2023 | |||||||||||
Compensation for 2023-2024 | |||||||||||
Shareholder Proposals for the 2025 Proxy Statement | |||||||||||
Director Nominations or Other Business for Presentation at the 2025 Annual Meeting | |||||||||||
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For
To Be Held on June 9, 2023
13, 2024
2023 Proxy Statement| Matador Resources Company 1
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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.
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2023.
LOCATION | RECORD DATE: | Recommendation | ||||||||||||||||||
June 13, 2024 at 9:30 a.m., Central Daylight Time | Hilton Anatole Imperial Ballroom 2201 N. Stemmons Freeway Dallas, Texas 75207 | April 16, 2024 | Shareholders as of the close of business on the Record Date are entitled to vote. Each share of Common Stock is entitled to one vote at the Annual Meeting. |
Proposal | Board Recommendation | |||||
Election of Four Director Nominees (page | 15) | FOR | ||||
Advisory Vote to Approve Named Executive Officer Compensation (page | 44) | FOR | ||||
Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation (page 45) | 1 YEAR | |||||
Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for | 46) | FOR |
26% | 24% | 25% | ||||||||||||
increase in oil production | increase in natural gas production | increase in daily oil equivalent production |
$1.05 Billion | $0.20 | $38.2 Million | ||||||||||||
new capital | dividend per share in the fourth quarter | performance incentives received from Five Point |
In addition,quarters of 2023.
new bank to San Mateo’s lending group.
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Production Growth
Business Highlights
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Returning Value to Shareholders
Capital Resources and Financial Highlights
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4 Matador Resources Company | 20232024 Proxy Statement
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Name | Age | Director Since | Principal Occupation | Committee Memberships | ||||||||
Joseph Wm. Foran | 70 | 2003 | Chairman and CEO, Matador Resources Company | E, CM, O, P | ||||||||
Reynald A. Baribault* | 59 | 2014 | President and CEO, IPR Energy Partners, LLC | A, E, O, P, SPC | ||||||||
Timothy E. Parker* | 48 | 2018 | Former Portfolio Manager and Analyst – Natural Resources, T. Rowe Price & Associates | A, CM, E, ESG, P, SPC | ||||||||
Shelley F. Appel** | 33 | — | ESG Coordinator and Special Advisor to the Board, Matador Resources Company | — |
Name | Age | Director Since | Principal Occupation | Committee Memberships | |||||||||||||
William M. Byerley* | 70 | 2016 | Retired Partner, PricewaterhouseCoopers LLP (PwC) | A,ESG,MM | |||||||||||||
Monika U. Ehrman* | 46 | 2019 | Professor of Law, Southern Methodist University Dedman School of Law | ESG,E,SPC,MM,O,P | |||||||||||||
Kenneth L. Stewart* | 70 | 2017 | Retired EVP, Compliance and Legal Affairs, Children’s Health System of Texas; Retired Partner, Chair—United States, Norton Rose Fulbright US LLP | ESG,E,SPC,CM | |||||||||||||
Susan M. Ward* | 65 | 2024 | Former Head, M&A and Commercial Finance, Shell Oil Company | A,ESG,MM,P |
* | Independent Director |
A |
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CM | Capital Markets and Finance Committee |
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Executive Committee |
ESG | Environmental, Social and Corporate Governance Committee |
Midstream and Marketing Committee | |||||
O | Operations and Engineering Committee |
P | Prospect Committee |
SPC | Strategic Planning and Compensation Committee |
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•teamwork; •recruiting and mentoring future leaders within Matador to drive long-term shareholder value; •individual performance in light of general economic and industry-specific conditions; •relationships with shareholders and vendors; •level of job responsibility; •industry experience; •general professional growth; and •the ability to: ◦manage and enhance production from our existing assets; ◦explore new opportunities to increase oil and natural gas production; ◦identify and acquire additional acreage; ◦improve total shareholder returns; ◦increase year-over-year proved reserves; ◦control unit production costs; and ◦pursue midstream opportunities. |
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For a discussion of recent changes to our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 42.
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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?
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Director Diversity (Including Nominees)
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2023 Proxy Statementdeep experience at the policy making level in business, government or education;
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Core Competencies (Including Nominees)
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Foran | Parker | Baty | Appel | Baribault | Byerley | Ehrman | Howard | Rogers | Stewart | Ward | |||||||||||||||||||||||||
Director Skills & Experience | |||||||||||||||||||||||||||||||||||
Senior Leadership | • | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||
Energy Industry | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||
Finance & Accounting | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||
Human Capital Management | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||
Legal, Regulatory & Environmental | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||||
Risk Assessment & Management | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Strategic Planning | • | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||
Corporate Governance & Ethics | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Capital Markets & M&A | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||
Demographic Background | |||||||||||||||||||||||||||||||||||
Board Tenure | 21 | 6 | 8 | 1 | 10 | 8 | 5 | 3 | 7 | 7 | 0 | ||||||||||||||||||||||||
Age1 | 71 | 49 | 73 | 34 | 60 | 70 | 46 | 73 | 64 | 70 | 65 | ||||||||||||||||||||||||
Gender Diversity | • | • | • | • | |||||||||||||||||||||||||||||||
Racial/Ethnic Diversity | • |
MR. WILLIAM M. BYERLEY | Retired Partner, PricewaterhouseCoopers LLP (PwC) | Class I | ||||||
Biographical Information: | ||||||||
Mr. Byerley was appointed to the Board in 2016 and is chair of the Board’s Audit Committee. Mr. Byerley retired from PricewaterhouseCoopers LLP (PwC) in 2014. From 1988 through 2014, Mr. Byerley was a Partner with PwC, serving as an Assurance Partner on various audit engagements primarily for energy sector clients. From 1988 through 1990, Mr. Byerley served in the PwC National Office Accounting Services Group. Mr. Byerley received a Bachelor of Business Administration degree in 1975 and a Master of Business Administration degree in 1976, both from Southern Methodist University. He is a licensed Certified Public Accountant. | ||||||||
Director | ||||||||
Director since: 2016 | ||||||||
Independent: Yes | ||||||||
Age: 70 | ||||||||
Committees: | Qualifications: | |||||||
•Audit (Chair) | Mr. Byerley’s extensive experience in public accounting and longtime service to energy sector clients of PwC provide the Board with invaluable financial and accounting expertise, particularly for oil and natural gas companies, as well as strong accounting and financial oversight and risk management expertise. | |||||||
•Environmental, Social and Corporate Governance | ||||||||
•Marketing and Midstream | ||||||||
MS. MONIKA U. EHRMAN | Professor of Law, Southern Methodist University Dedman School of Law | Class I | ||||||
Biographical Information: |
Nominees
Professor Ehrman was appointed to the Board in 2019 and is co-chair of the Board’s Marketing and Midstream Committee. She is Professor of Law, Southern Methodist University Dedman School of Law, and a Professor of Engineering (by courtesy), Southern Methodist University Lyle School of Engineering. Prior to joining SMU, in 2023, she was Associate Professor of Law, University of North Texas at Dallas College of Law and a tenured Professor of Law at the University of Oklahoma College of Law, where she led the Oil & Gas, Natural Resources, and Energy (ONE) Program and served as the Faculty Director of the ONE Center. While at OU, she taught in the J.D. and graduate programs at the College of Law and in the Executive Energy Management Program at the Price College of Business. Professor Ehrman joined the University of Oklahoma College of Law in 2013 as Associate Professor of Law. Prior to teaching, she served as in-house legal counsel for two oil and natural gas companies from 2008 to 2012 and as an associate oil and natural gas attorney at an international law firm from 2005 to 2008. Before law school, Professor Ehrman worked as a petroleum engineer in the upstream, midstream and pipeline sectors of the energy industry. In addition to serving on various oil and natural gas law committees, she also served as an Editor of the Oil and Gas Reporter for the Institute for Energy Law. Professor Ehrman is currently Treasurer and on the Executive Committee of the Foundation for Natural Resources and Energy Law, and she is on the Editorial Board of the Journal of World Energy Law & Business (published by Oxford University Press). Professor Ehrman received her Bachelor of Science degree in Petroleum Engineering from the University of Alberta; J.D. from Southern Methodist University Dedman School of Law; and Master of Laws degree from Yale Law School. | |||||||||
Director | |||||||||
Director since: 2019 | |||||||||
Independent: Yes | |||||||||
Age: 46 | |||||||||
Committees: | |||||||||
•Marketing and Midstream (Co-Chair) | |||||||||
•Environmental, Social and Corporate Governance | |||||||||
•Executive | |||||||||
•Operations and Engineering | |||||||||
•Prospect | |||||||||
•Strategic Planning and Compensation | |||||||||
Qualifications: | |||||||||
Professor Ehrman provides valuable insight to our Board on our engineering and midstream operations as well as legal and governance matters. | |||||||||
MR. KENNETH L. STEWART | Retired EVP, Compliance and Legal Affairs, Children’s Health System of Texas; Retired Partner, Chair—United States, Norton Rose Fulbright US LLP | Class I | ||||||
Biographical Information: | ||||||||
Mr. Stewart was appointed to the Board in 2017. Mr. Stewart was most recently employed as Executive Vice President, Compliance and Legal Affairs, for Children’s Health System of Texas from January 1, 2019 until he retired on January 2, 2021. At that time, Children’s Health System of Texas and its affiliates constituted one of the ten largest pediatric hospital systems in the United States. Previously, effective December 31, 2018, Mr. Stewart retired from Norton Rose Fulbright US LLP, the United States operations of Norton Rose Fulbright, an international legal practice, which then had over 3,700 legal professionals in over 50 cities worldwide. At his retirement, Mr. Stewart was a Partner with Norton Rose Fulbright and held the position of Chair—United States. Mr. Stewart began his legal career with Fulbright & Jaworski LLP, the predecessor to Norton Rose Fulbright US LLP, and previously held positions of Global Chair of the international organization, Managing Partner of the United States region and Partner-in-Charge of the Dallas office. Prior to entering into full-time management for his firm in 2012, he engaged in a domestic and international transactional legal practice, focusing principally on merger, acquisition, financing and joint venture activities for both public and privately-held entities. Mr. Stewart has extensive experience representing and advising companies and their executive officers and boards of directors engaged in oil and natural gas exploration and midstream activities. Since his retirement from Norton Rose Fulbright, Mr. Stewart has acted, and from time to time continues to act, on a limited basis as an independent contractor senior business consultant to family offices for which he provided services during his legal career. Mr. Stewart graduated from the University of Arkansas School of Business in 1976 with a Bachelor of Science in Business Administration degree in Accounting and was licensed as a Certified Public Accountant in Texas in 1981 (certificate now on non-practice status). He graduated with honors from Vanderbilt Law School in 1979 and was a member of the Order of the Coif. Mr. Stewart has been active in numerous civic and professional organizations in the Dallas area in the past, including among others, the Dallas Regional Chamber, The Center for American and International Law and the Dallas Citizens Council. | ||||||||
Director | ||||||||
Director since: 2017 | ||||||||
Independent: Yes | ||||||||
Age: 70 | ||||||||
Committees: | ||||||||
•Capital Markets and Finance | ||||||||
•Environmental, Social and Corporate Governance | ||||||||
•Executive | ||||||||
•Strategic Planning and Compensation | ||||||||
Qualifications: | ||||||||
Mr. Stewart’s extensive experience representing public companies, and particularly oil and natural gas companies, along with his years of management experience, provide our Board with important legal, corporate governance and leadership insight. | ||||||||
MS. SUSAN M. WARD | Former Head, M&A and Commercial Finance, Shell Oil Company | Class II | ||||||
Biographical Information: | ||||||||
Ms. Ward was appointed to the Board in 2024. Ms. Ward is a former 12-year Senior Executive of Shell Oil Company (“Shell”) with over 20 years of service at retirement in 2019. Her senior roles at Shell included Head, M&A and Commercial Finance for all of Shell’s businesses in the Americas; Vice President, Chief Financial Officer and Board member of Shell Midstream Partners, which she helped take public for Shell in 2014; and Vice President, Upstream Commercial Finance, Shell International Exploration & Production B.V. while based in The Hague for Royal Dutch Shell. She also served as a Board member of Shell’s deepwater drillship joint venture with Noble Corporation. Ms. Ward has been an independent, non-executive Board member of Crescent Midstream (“Crescent”) since July 2023. Crescent is an independent energy company providing offshore and onshore crude oil services in the Gulf of Mexico and Louisiana. Prior to joining Shell in 1998, Ms. Ward worked as an investment banker in the energy sector for 11 years, including as a Managing Director in the Natural Resources and Energy investment banking group of UBS Securities. She began her career working for Exxon as a refining process engineer and subsequently worked in Mobil’s Finance organization at its New York City headquarters. Ms. Ward earned a Bachelor of Chemical Engineering degree from Villanova University with honors and a Master of Business Administration in Finance with distinction from the Wharton School of the University of Pennsylvania. She has served on Villanova’s Board of Trustees since 2018. She has been a member of the National Association of Corporate Directors since 2016. | ||||||||
Director | ||||||||
Director since: 2024 | ||||||||
Independent: Yes | ||||||||
Age: 65 | ||||||||
Committees: | ||||||||
•Audit | ||||||||
•Environmental, Social and Corporate Governance | ||||||||
•Marketing and Midstream | ||||||||
•Prospect | ||||||||
Qualifications: | ||||||||
Mr. Ward’s extensive experience as a senior executive in the energy industry and midstream experience in particular provide our Board with industry, management and leadership insight. | ||||||||
MR. JOSEPHWM. FORAN | Chairman and CEO, Matador Resources Company | Class III |
Biographical Information: | |||||||||
Mr. Foran founded Matador Resources Company in July 2003 and since our founding has served as Chairman of the Board and Chief Executive Officer and, through March 31, 2022, Secretary. He is also chair of the Board’s Executive Committee. Mr. Foran began his career as an oil and natural gas independent in 1983 when he and his wife, Nancy, founded Foran Oil Company with $270,000 in contributed capital from 17 of his closest friends and neighbors. Foran Oil Company was later contributed into Matador Petroleum Corporation upon its formation by Mr. Foran in 1988, and Mr. Foran served as Chairman and Chief Executive Officer of that company from inception until the time of its sale to Tom Brown, Inc. in June 2003 for an enterprise value of $388 million in an all-cash transaction on a Friday. On the following Monday, Mr. Foran founded Matador Resources Company (Matador II). Today, Matador is one of the top 20 public exploration and production companies in the country by market capitalization and one of the top 10 oil and natural gas producers in New Mexico. Mr. Foran is originally from Amarillo, Texas, where his family owned a pipeline construction business. From 1980 to 1983, he was Vice President and General Counsel of J. Cleo Thompson and James Cleo Thompson, Jr., Oil Producers, a large independent producer. Prior to that time, he was a briefing attorney to Chief Justice Joe R. Greenhill of the Supreme Court of Texas. Mr. Foran graduated with a Bachelor of Science degree in Accounting from the University of Kentucky with highest honors and a law degree from the Southern Methodist University Dedman School of Law, where he was a Hatton W. Sumners scholar and the Leading Articles Editor on the Southwestern Law Review. He is currently active as a member of various industry and civic organizations, including his church and various youth activities. In 2002, Mr. Foran was honored as the Ernst & Young “Entrepreneur of the Year” for the Southwest Region. In 2015, he was inducted into the University of Kentucky Gatton College of Business and Economics Hall of Fame. In 2019, Mr. Foran received the SMU Dedman School of Law Distinguished Alumni Award for Corporate Service and was named D CEO Magazine’s 2019 Upstream CEO of the Year. In 2020, he was inducted into the Philosophical Society of Texas. He was also named to Institutional Investors’ All-American Executive Team as one of the top chief executive officers in the Small Cap Energy Division in 2021. | |||||||||
Chairman of the Board | |||||||||
Director since: 2003 | |||||||||
Independent: No | |||||||||
Age: 71 | |||||||||
Committees: | |||||||||
•Executive (Chair) | |||||||||
•Capital Markets and Finance | |||||||||
•Operations and Engineering | |||||||||
•Prospect | |||||||||
Qualifications: | |||||||||
As the founder, Chairman of the Board and Chief Executive Officer of Matador Resources Company, Mr. Foran provides Board leadership, industry experience and long relationships with many of our shareholders. | |||||||||
MS. SHELLEY F. APPEL | Former Senior Investors Relations Officer and Mergers & Acquisitions Manager, Royal Dutch Shell PLC | Class II | ||||||
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14 Matador Resources Company |2023 Proxy Statement
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2023 Proxy Statement| Matador Resources Company 15
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since October 2022. Since January 2021, Ms. Appel | |||||||
Director | ||||||||
Director since: 2023 | ||||||||
Independent: No | ||||||||
Age: 34 | ||||||||
Committees: | ||||||||
•Capital Markets and Finance | ||||||||
Qualifications: | ||||||||
Ms. Appel’s extensive knowledge and experience with the Company’s Environmental, Social and Governance initiatives and investor relations experience provides the Board valuable insight and leadership on these matters. | ||||||||
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 broker
The Board of Directors recommends that you vote FOR each of the nominees.
16 Matador Resources Company | |2024 Proxy Statement
MR. REYNALD A. BARIBAULT | President and CEO, IPR Energy Partners LLC | Class III | ||||||
Biographical Information: | ||||||||
Mr. Baribault was elected to the Board in 2014 and is chair of the Board’s Operations and Engineering Committee and Prospect Committee. He served as lead independent director of the Board from 2016 to 2019. In 2007, he co-founded North Plains Energy, LLC, which operated in the North Dakota Williston Basin, and served as its Vice President until the successful sale of its assets in 2012. In 2014, Mr. Baribault helped co-found NP Resources, LLC, which also operated in the North Dakota Williston Basin, and served as its Executive Vice President / Engineering, helping oversee the sale of its assets in late 2021. In addition, he co-founded and serves as President and Chief Executive Officer of IPR Energy Partners, LLC, a Plano, Texas-based oil and natural gas production operator with current operations in the Fort Worth Basin. Prior to co-founding North Plains Energy, NP Resources and IPR Energy Partners, Mr. Baribault served as Vice President, Supervisor and Petroleum Engineering Consultant with Netherland, Sewell & Associates, Inc. in their Dallas office from 1990 to 2002. Mr. Baribault began his professional career as a reservoir engineer with Exxon Company in 1985 in the New Orleans Eastern Division Office. Mr. Baribault received his Bachelor of Science degree in Petroleum Engineering from Louisiana State University in 1985 and is a Licensed Professional Engineer in the State of Texas. | ||||||||
Director | ||||||||
Director since: 2014 | ||||||||
Independent: Yes | ||||||||
Age: 60 | ||||||||
Committees: | ||||||||
•Operations and Engineering (Chair) | ||||||||
•Prospect (Chair) | ||||||||
•Audit | ||||||||
•Executive | Qualifications: | |||||||
•Nominating | Mr. Baribault provides valuable insight to our Board on our drilling, completions, production and reservoir engineering operations, as well as growth strategies, midstream operations and administration. | |||||||
•Strategic Planning and Compensation | ||||||||
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Directors Continuing in Office
Biographical information for our directors who are continuing in office is provided below.
| CEO, R. Gaines Baty Associates, Inc. | Class II |
Biographical Information: | |||||||||
Mr. Baty was appointed to the Board in 2016. He serves as deputy lead independent director and is chair of the Board’s Strategic Planning and Compensation | |||||||||
Deputy Lead Independent Director | |||||||||
Director since: 2016 | |||||||||
Independent: Yes | |||||||||
Age: 73 | |||||||||
Committees: | |||||||||
•Strategic Planning and Compensation (Chair) | |||||||||
•Nominating (Chair) | Qualifications: | ||||||||
•Executive | Mr. Baty’s experience and expertise in executive leadership and development provide our Board with an important and unique perspective on these matters, and Mr. Baty assists the Board and the Company with recruitment, board administration, compensation and growth strategies. |
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| Retired Trustee, Private Family Trust | Class II |
Biographical Information: | |||||||||
Mr. Howard was appointed to the Board in 2021 and is co-chair of the Board’s Marketing and Midstream Committee. He retired in March 2020 from his long-time role as a trustee of a private family trust in Houston, Texas where, since 1999, he exercised sole responsibility for all trust assets and actions. The trust was comprised of over 40 privately held limited partnerships, limited liability companies and public market positions in various asset classes and sectors. From 2000 to 2020, Mr. Howard also served as trustee of a private secondary trust with a different mix of assets than the primary family trust. Prior to his work as a trustee, he served as Vice President of Texon, L.P. from 1996 to 2000, marketing all crude oil, condensate and liquefied petroleum gas for the company and its public utility joint venture partner. From 1986 to 1996, he served as Vice President of Tripetrol Oil Trading, Inc., through which he also served on the New York Mercantile Exchange (NYMEX) Crude Oil Advisory Committee. Mr. Howard previously served in other trading positions at various Houston-based trading and petroleum companies from 1975 to 1986. He received a Bachelor of Arts degree from Florida Presbyterian College and a Master of International Management degree from Thunderbird School of International Management. | |||||||||
Director | |||||||||
Director since: 2021 | |||||||||
Independent: Yes | |||||||||
Age: 73 | |||||||||
Committees: | |||||||||
•Marketing and Midstream (Co-Chair) | |||||||||
•Audit | |||||||||
•Capital Markets and Finance | Qualifications: | ||||||||
•Environmental, Social and Corporate Governance | Mr. Howard’s petroleum marketing and trading experience provide the Company with valuable insight, particularly with respect to its marketing activities and the |
Company's midstream operations. | ||||||||
MR. TIMOTHY E. PARKER | Former Portfolio Manager and Analyst—Natural Resources, T. Rowe Price & Associates | Class III | ||||||||
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Mr. Parker was appointed to the Board in | |||||||||
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2023 Proxy Statement| Matador Resources Company 19
Lead Independent Director | ||||||||
2018 | ||||||
Independent: Yes | ||||||
Age: |
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(Chair) | ||||||||||
•Audit | ||||||||||
•Environmental, Social and Corporate Governance | ||||||||||
•Executive | Qualifications: | |||||||||
• | Mr. Parker’s experience with a large institutional shareholder and |
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•Prospect | ||||||||||
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2023 Proxy Statement| Matador Resources Company 21
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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
represented by proxy and entitled to vote on the election of directors at such meeting. For purposes of the Bylaws, in an uncontested election, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Prior to the amendment of the Bylaws, directors were elected by a plurality of the votes cast, whether or not the election was a contested election.
Upon Ms. Appel’s election to the Board, eight
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22 Matador Resources Company |2023 Proxy Statementhelp develop Board agendas and ensure critical issues are included;
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•interview Board candidates;
16, 2024. Ms. Rogers’ term as a director, and as a member of the committees noted below, will expire at the 2024 Annual Meeting.
Director | Audit | Environmental, Social and Corporate Governance | Executive | Nominating | Strategic Planning and Compensation | Capital Markets and Finance | Marketing and Midstream | Operations and Engineering | Prospect | ||||||||||||||||||||
| C | • | • | • | |||||||||||||||||||||||||
Shelley F. Appel | • | ||||||||||||||||||||||||||||
Reynald A. Baribault | • | • | • | • | C | C | |||||||||||||||||||||||
R. Gaines Baty | • | • | C | C | |||||||||||||||||||||||||
William M. Byerley | C | • | • | ||||||||||||||||||||||||||
Monika U. Ehrman | • | • | • | C | • | • | |||||||||||||||||||||||
James M. Howard | • | • | • | C | |||||||||||||||||||||||||
Timothy E. Parker | • | • | • | • | • | C | • | ||||||||||||||||||||||
Julia P. Forrester Rogers | • | C | • | ||||||||||||||||||||||||||
Kenneth L. Stewart | • | • | • | • | |||||||||||||||||||||||||
Susan M. Ward | • | • | • | • |
We anticipate that Ms. Appel will be appointed to the Capital Markets and Finance Committee following the 2023 Annual Meeting.
C | Committee Chair | • | Committee Member |
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24 Matador Resources Company |2023 Proxy Statementidentifies and recommends to the Board individuals qualified to be nominated for election to the Board consistent with criteria approved by the Board; and
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Pursuant to the Nominating Committee charter, no director may serve on the Nominating Committee if such director is subject to re-election to the Board at the next annual meeting of shareholders.
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2023 Proxy Statement| Matador Resources Company 25
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anniversary date of the date the Company’s proxy statement was mailed in connection with the previous year’s annual meeting of shareholders.
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• | 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; •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 |
26 Matador Resources 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;|
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The 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 of the Compensation Committee.
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Investing in Human Capital | • Provided approximately | |||
Supporting Military Veterans | • Congressional Medal of Honor Foundation • Michael E. Thornton Foundation | |||
Supporting Communities & | • Continued donations of food to the North Texas Food Bank and of toys to the Sheriff’s Offices and Courthouses in New Mexico’s Eddy and Lea Counties in |
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Diverse and Independent Board Composition | • Lead independent director • • One minority and • Female membership since inception of predecessor company in 1988 | |||
Engaged Board of Directors with Majority Voting Standard | • No “overboarding” • Shareholder Advisory Committee for Board Nominations | |||
Active Stakeholder Engagement | • Shareholder outreach program, including discussion of compensation, governance, social, safety and environmental practices and disclosures |
30 Matador Resources Company |2023 Proxy Statement
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compensation committee of that company. There were no compensation committee interlocks during 2022.2023. Mr. Baribault’s sister-in-law is an employee of the Company. For more information on this related person transaction, see “Transactions with Related Persons.”
Name | Age | Positions Held With Us | ||||||||||
Executive Officers | ||||||||||||
Joseph Wm. Foran | 71 |
| Chairman of the Board and Chief Executive Officer | |||||||||
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Van H. Singleton, II | 46 |
| President—Land, Acquisitions & Divestitures and Planning | |||||||||
Brian J. Willey | 47 | |||||||||||
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G. Gregg Krug | 63 |
| Executive Vice President—Marketing & Midstream Strategy | |||||||||
Christopher P. Calvert | 45 | |||||||||||
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W. Thomas Elsener | 39 |
| Executive Vice President—Reservoir Engineering and Senior Asset Manager | |||||||||
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Bryan A. Erman | 46 |
| Executive Vice President and General Counsel and Head of M&A | |||||||||
Glenn W. Stetson | 39 | Executive Vice President—Production | ||||||||||
Other Senior Officers | ||||||||||||
Michael D. Frenzel | 42 |
| Executive Vice President and Treasurer | |||||||||
Edmund L. Frost, III | 49 |
| Executive Vice President of Geosciences | |||||||||
Robert T. Macalik | 45 |
| Executive Vice President and Chief Accounting Officer | |||||||||
Jonathan J. Filbert | 37 | |||||||||||
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Jordan M. Ellington | 32 | Executive Vice President and Asset Manager | ||||||||||
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Completions2023 Proxy Statement| Matador Resources Company 31
| 38 | Executive Vice President—Drilling |
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.
Mr. Joseph Wm. Foran |
Chairman of the Board and | Please see the biography of Mr. Foran on page |
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Mr. Van H. Singleton, II |
President—Land, Acquisitions & Divestitures and Planning | 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, and he was promoted to Executive Vice President of Land in February 2015. He became the Company’s President—Land, Acquisitions & Divestitures and Planning in March 2022. 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 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. |
32 Matador Resources Company |2023 Proxy Statement
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Executive Vice President | In February 2023, Mr. Willey was promoted to Executive Vice President and | Chief Financial Officer. Mr. |
Mr. G. Gregg Krug |
Executive Vice President—Marketing | 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. |
Mr. Christopher P. Calvert | |||||||
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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
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Mr. Bryan A. Erman |
Executive Vice President and General Counsel and Head of M&A | Mr. Erman joined Matador Resources Company in January 2016 as its Co-General Counsel. In August 2016, Mr. Erman was promoted to Vice President and Co-General Counsel. He became Senior Vice President and Co-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 on the SMU Law Review. |
Mr. Glenn W. Stetson | ||||||
Executive Vice President—Production |
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Other Senior Officers | |||||||
Mr. 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 |
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 Geosciences, and in July 2019, Dr. Frost was promoted to Senior Vice President of 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 |
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. In March 2022, Mr. Macalik became a member of Matador’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 April 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. 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. |
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Mr. Jonathan J. Filbert |
| Mr. Filbert joined Matador Resources Company in February 2013 as a Senior Staff Landman. In April 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 of Land in July 2018 | |||||
Mr. Jordan M. Ellington | ||||||
Executive Vice President and Asset Manager | Mr. Ellington joined Matador Resources Company in November 2018 as a Drilling Engineer. In October 2019, Mr. Ellington was promoted to Senior Drilling Engineer and MaxOps Coordinator. He was promoted to Vice President and Asset Manager in April 2021, and then to Senior Vice Present and Asset Manager in February 2023. Mr. Ellington was promoted to the role of Executive Vice President and Asset Manager in February 2024. Prior to joining Matador, Mr. Ellington worked for Chevron from 2014 to 2018 in various roles within the drilling and completions department. Most of his time at Chevron was spent focusing on operations and the execution of major capital projects and exploration and appraisal wells in the Deepwater Gulf of Mexico. Mr. Ellington graduated summa cum laude from Texas A&M University in 2014, receiving a Bachelor of Science degree in Mechanical Engineering. He is an active member of the Society of Petroleum Engineers and American Association of Drilling Engineers. | |||||
Mr. M. Cliff Humphreys | ||||||
Executive Vice President—Completions | Mr. Humphreys joined Matador Resources Company in March 2014 as a Completions Engineer. In December 2018, Mr. Humphreys was promoted to Area Completions Manager. He was promoted to Vice President—Completions in October 2019, and then to Senior Vice President—Completions in April 2022. Mr. Humphreys was promoted to his current role of Executive Vice President—Completions in October 2023. Prior to joining Matador, Mr. Humphreys was an Engineer for Encana Oil & Gas (USA), primarily assisting with hydraulic fracturing operations in the company’s East Texas and Louisiana developments. In his time at Matador, Mr. Humphreys has overseen completion operations in both the Delaware Basin and Eagle Ford assets and has directed the company’s efforts in recycling produced water for completion operations. Mr. Humphreys received a Bachelor of Science degree in Mechanical Engineering from The University of Texas at Austin in 2013. He is an active member of the Society of Petroleum Engineers and American Association of Drilling Engineers, and serves on the scholarship selection committee for the Wichita Falls Area Community Foundation. |
Mr. Joshua D. Passauer | |||||
Executive Vice President—Drilling | Mr. Passauer joined Matador Resources Company in January 2012 as a Drilling Engineer. In his initial role at Matador, he managed drilling rigs in the Eagle Ford and Austin Chalk plays. In 2013, he was part of Matador’s transition to the Delaware basin. In January 2017, he was promoted to Area Drilling Manager. In July 2018 he was promoted to Vice President of Drilling and then to Senior Vice President of Drilling in April 2022. He also had the opportunity to work alongside management in creating the MAXCOM team, including overseeing the technology and layout components of the MAXCOM room. Mr. Passauer was promoted to his current role of Executive Vice President—Drilling in October 2023. Prior to joining Matador, Mr. Passauer was an Advanced Services Engineer with Schlumberger from 2010 to 2012, working in-house with Exco Resources in their drilling group. While at Exco, he partnered with a team to create an innovative horizontal drill bit design that optimized the most important portion of a horizontal well. This unique bit design won an innovation award from British Gas, and he was honored to receive that award in London. He also co-authored an associated article that was published in Oilfield Technology magazine. Prior to Schlumberger, Mr. Passauer worked for Smith International in-house with Samson in Tulsa, Oklahoma. He began his career in the oil and gas business in Midland, TX, spending two years in a field role with Smith. This role with Smith gave him valuable field experience as he was able to visit a wide array of drilling rigs throughout the Delaware and Midland basins. Mr. Passauer graduated from Baylor University in 2006 with a Bachelor of Science in Mechanical Engineering and a minor in mathematics. He is an active member of the Society of Petroleum Engineers and the American Association of Drilling Engineers. |
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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
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| 2022 | 2021 | ||||||
Audit fees | $ | 1,615,000 | $ | 1,487,000 | ||||
Audit-related fees | — | — | ||||||
Tax fees | $ | 170,000 | — | |||||
All other fees | — | — | ||||||
Total | $ | 1,785,000 | $ | 1,487,000 |
2023 | 2022 | |||||||
Audit fees | $ | 2,020,000 | $ | 1,615,000 | ||||
Audit-related fees | $ | 50,000 | — | |||||
Tax fees | $ | 420,000 | $ | 170,000 | ||||
All other fees | — | — | ||||||
Total | $ | 2,490,000 | $ | 1,785,000 |
For
Audit-Related Fees
listed above. We did not incur any audit-related fees in 2022 or 2021.
2022.
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All Other Fees
2022.
James M. Howard
Timothy E. Parker
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of KPMG as the Company’s independent registered public accounting firm for the
40 Matador Resources Company | 20232024 Proxy Statement
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We were alsohardworking team committed to furtherincreasing shareholder value through exploring and developing great oil and natural gas assets. Our team continues to find ways to grow and improve both our upstream and midstream businesses and return value to shareholdersour shareholders.
In addition to achieving recordexecutives—made these exceptional 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.
possible. Our Board has a “pay for performance” philosophy and recognizes the leadership of our executive officers in contributing to the Company’s achievements. The achievements outlined above have resulted in an over 50-fold increase in Matador’s stock price from a lowabove. We are particularly appreciative of $1.11 in March 2020 to a closing pricethe disciplined approach of $57.24 on December 30, 2022. As aour Board and as shareholders ourselves, we are grateful for the outstanding execution by Matador’s managementexecutive team that has allowed us to continue to expand our strategic opportunities in both our exploration and staff that led to such a remarkable increase in the Company’s stock price.
production business and our increasingly important midstream businesses.
Timothy E. Parker | R. Gaines Baty | |||||||
Lead Independent Director | Chair, Strategic Planning and Compensation Committee |
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2023: • | Joseph Wm. Foran, Chairman of the Board |
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Mr. Lancaster retired effective March 31, 2022 and Chief Executive Officer;
2022 Highlights
Despite Mr. Adams retired from his roles as the precipitous decline in global oil demand resultingCompany’s Executive Vice President, Co-Chief Operating Officer and Corporate Secretary effective March 6, 2024, at which time Mr. Adams was no longer an executive officer of the Company, and from his role as Chief of Staff effective March 31, 2024. Mr. Goodwin retired from his role as the worldwide spreadCompany's President—Operations effective April 10, 2024, at which time Mr. Goodwin was no longer an executive officer of COVID-19 in 2020, which ledthe Company, and is expected 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 withcontinue to serve as an employee of the Company through April 30, 2024.
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eight Rodney Robinson wells in the first half of 2023;
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In addition to achieving these five key operational milestones, further operational achievements in the Delaware Basin
in 20222023 included:
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44 Matador Resources Company |The generation of free cash flow in all four quarters of 2023.
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•The revision of our Credit Agreement at our spring and fall redetermination processes to collectively (i) increase the borrowing base to $2.50 billion, as compared to $2.25 billion at December 31, 2022, (ii) increase the elected borrowing commitment to $1.325 billion, as compared to $775.0 million at December 31, 2022, (iii) increase the maximum facility amount to $2.00 billion, as compared to $1.50 billion at December 31, 2022 and (iv) add two new banks to our lending group.
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Compensation Program Best Practices
What We Do: | What We | |||||||||||
✓ | We pay for performance—approximately | × | We do not permit hedging of Company stock | |||||||||
✓ | We maintain robust stock ownership guidelines for officers | × | We do not gross-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 | × | We do not allow pledging of Company stock, except in limited circumstances | |||||||||
✓ | We hold an annual say-on-pay vote | × | We do not pay dividends on phantom units, restricted stock units (“RSUs”) or performance stock units (“PSUs”) | |||||||||
✓ | We maintain a clawback policy | × | We do not pay dividends on unvested restricted stock, which accumulate and only settle once the underlying shares have vested |
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 significantsudden 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, althoughsalaries. Additionally, even though each of the Independent Board-approved metrics under ourthe Company's annual cash incentive plan (the “Cash"Cash Incentive Plan”Plan") were met or exceeded, the Company’sCompany'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 As commodity prices as compared to mid-2020. In connection with this improvement, the price ofimproved in 2021, we shifted 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 aexecutive compensation program during 2021 that was similar to the Company’smore closely resemble our 2019 executive compensation program in 2019, prior to the decline in oil prices in 2020 and the COVID-19 pandemic. For example, the Board determined to reinstateAs such, our Named Executive Officers’ salaries to the pre-April 2020 levels and our Named Executive Officers alsoexecutive officers received increases in their base salaries effective May 1, 2021. In addition,salary, increases in the Independent Board awarded long-term incentive awards to our Named Executive Officers with increased grant date fair values compared to thefor long-term equity 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 receivedand annual cash bonuses pursuantfor 2021 and 2022. These changes to our Cash Incentive Plancompensation program in connection with2021 and 2022 corresponded to our performance as the performanceCompany’s stock price hit a low of the Company$1.11 in 2021.
46 Matador Resources Company |2023 Proxy Statement
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2022
During 2022, the oilMarch 2020 and natural gas industrythen recovered to close at $36.92 on December 31, 2021 and continued to strengthen, withincrease to close at $57.24 on December 30, 2022. During 2023, prices for oil and natural gaswere slightly lower, averaging $94.38$77.60 per Bbl, and $6.37prices for natural gas were significantly lower, averaging $2.66 per MMBtu respectively, over the year. Despite lower commodity prices, Matador’s stock price continued to improve as well,remained strong, closing at $57.24$56.86 per share at December 30, 2022.29, 2023. As such, our compensation program in 20222023 did not materially differ from our compensation program in 2021.2022. Mr. Foran’s total compensation for 20222023 decreased approximately 1%11% as compared to his total compensation for 2021.2022. Mr. Foran’s average annual total compensation for the three years ended December 31, 20222023 was approximately $6.6$8.7 million.
2023 Element | |||||||||
| Key Features | Why We Include This Element | |||||||
Base Salary | •Fixed level of cash compensation | •Compensates each executive for his assigned responsibilities, experience, leadership and expected future contributions | |||||||
Annual Cash 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 | |||||||
Phantom Units | •Approximately 50% of targeted total long-term equity award value •Vests ratably in annual installments over three years from grant date • | •Restricted Stock reflect issued shares of the Company's Common Stock | •Directly aligns executive and shareholder interests by tying the cash received on settlement to the Company’s stock price •Retains executives over vesting period •Cash settlement of Phantom Units avoids dilution of Common Stock •Restricted Stock increases overall stock ownership | ||||||
Performance Stock Units | •Approximately 50% of targeted total long-term equity award value •Vests between 0% and 200% following a •If 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 shareholders •Retains executives over vesting period |
2023 Proxy Statement| Matador Resources Company 47
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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 encourages a healthy lifestyle |
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2023.
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As part of their annual evaluations, the Compensation Committee:
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APA Resources Corp. | Marathon Oil Corp | |||||
Callon Petroleum
Co. | Ovintiv Inc. | |||||
Coterra Energy Inc. | PDC Energy Inc | |||||
Diamondback Energy Inc.
| Permian Resources Corp. | |||||
Magnolia Oil & Gas Corp.
| SM Energy |
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Executive Officer | | 2021 Base Salary (as of Dec. 31)(1) |
| | 2022 Base Salary (as of Dec. 31) |
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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) |
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Executive Officer | 2022 Base Salary(1) | 2023 Base Salary | ||||||
Joseph Wm. Foran | $ | 1,350,000 | $ | 1,350,000 | ||||
Van H. Singleton, II | $ | 750,000 | $ | 800,000 | ||||
Brian J. Willey | $ | — | $ | 600,000 | ||||
Billy E. Goodwin | $ | 750,000 | $ | 800,000 | ||||
Craig N. Adams | $ | 750,000 | $ | 800,000 | ||||
Michael D. Frenzel | $ | 450,000 | $ | 450,000 |
•the Company’s operational performance during 2022, including record annual oil, natural gas and average daily oil equivalent production; •the Company’s financial performance during 2022; •the Company’s stock price during 2022; •the Company’s continued improvement in operational efficiencies; •the Company’s continued focus on improvement in its ESG initiatives and disclosure of such initiatives; and •the continued growth of the Company’s midstream business throughout 2022. 59 |
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50 Matador Resources Company | 20232024 Proxy Statement
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2022
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)Adjusted EBITDA is a non-GAAP financial measure included herein solely as a reference point under the Cash 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 Matador’s net income (loss) and net cash provided by operating activities, see Annex A to this Proxy Statement. (2)As a reference point under the Cash Incentive Plan, Net Debt as of December 31, 2023 is calculated as (i) $1.2 billion in senior notes outstanding, plus (ii) $552.3 million in debt under the Credit Agreement, including outstanding borrowings and letters of credit, less (iii) $52.7 million in available cash. The increase in Net Debt in 2023 as compared to 2022 was primarily attributable to the Advance Acquisition. (3) |
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Attributable to |
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2023 Proxy Statement| Matador Resources Company 51shareholders after giving effect to those values attributable to third-party non-controlling interests, including in San Mateo.
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Participant | |||||||||
Joseph Wm. Foran | 100% | ||||||||
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Van H. Singleton, II | |||||||||
Brian J. Willey | 100% | ||||||||
Billy E. Goodwin | 100% | ||||||||
Craig N. Adams | |||||||||
Michael D. Frenzel |
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2022
Named Executive Officer | Individual Performance Milestones | |||||
| •Collaboratedwith the Board and other executive officers to create and maintain an effective team culturethroughout each level of Matador’s organization •Directedthe origination, negotiation, closing and integration ofthe Advance Acquisition •Provided directionandleadershipthroughout Matador in developing and executing Matador’s strategy and operational plan 2023 •Provided leadership to the Board •Guided the through strategic financing transactions •Led firmwide focus on attracting, training and retaining talent by effectively communicating to directors, staff, shareholders and the public•Directed efforts to develop and maintain positive relationshipswith directors, shareholders, vendors and other key stakeholders with the assistance of other executive officers | |||||
Van H. Singleton, II President - Land, Acquisitions and Divestitures and Planning | •Oversaw the Company’s land, land administration and acquisition & development activities, including over 200 acquisitions completed in 2023 •Led the negotiation, execution and closing of the Advance Acquisition •Coordinated business development activities and opportunities •Directed efforts to develop and maintain positive relationships with potential business partners and create pipeline of acquisition and divestiture opportunities •Served as Chairman of San Mateo through September of 2023 | |||||
Brian J. Willey Executive Vice President and Chief Financial Officer | •Served as Chief Financial Officer of the Company and led the collective effort to manage the Company's balance sheet and improve the Company's already strong financial position through: ◦The issuance of $500.0 million in aggregate principal amount of 6.875% senior notes due 2028 ◦The revision of our Credit Agreement to, among other items, increase the elected borrowing commitment by $550.0 million to $1.325 billion and add two new banks to our lending group ◦The amendment of the San Mateo Credit Facility to increase the lender commitments from $485.0 million to $535.0 million and add a new bank to San Mateo’s lending group •Coordinated and oversaw the general financial matters of the Company through the management of the Company’s finance staff •Shared primary responsibility for investor conferences and non-deal roadshows with Mr. Foran |
Billy E. Goodwin President— Former President - Operations | •Ledthe Company’s collaborative drilling, completions and productionactivities, managing approximately $ 2023 •Coordinated the successful operational integration of the assets acquired in the Advance Acquisition •Led Matador’s continuing improvement in capital efficiencyas demonstrated by ◦Continued drilling of
•Continued focus on increasing efficiency and innovation, including successfully implementing "simul-frac" operations, 100% dual-fuel utilization on Matador completed wells and successful execution on our first two "U-turn" two-mile lateral
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2023 Proxy Statement| Matador Resources Company 53
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| •Shared Chief Operating Officer responsibilities and acted as chief administrative officer •Coordinated and oversaw the general legal mattersof the Company through the management of the Company’s legal staff, including corporate governance and Board functions•Directed efforts to attract, train and retain talent and oversaw the Company’s human resource activities •Responsible for coordinating administrative functionsof the Company, including •Helped advance the Company’s
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| •Served as throughout 2023 as well as principal financial officer of the Company until February of 2023 •Managed the Company’s treasury, financial planning and forecasting, budgeting, capital markets, hedging, financial reporting and investor relations activities
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The Compensation Committee reviewed 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 2022 in contributing to the Company’s success. The Compensation Committee recommended that the Independent Board make Discretionary Adjustments to the annual cash awards equal to 15% for each of Messrs. Foran, Goodwin, Singleton and Adams for 2022.
the Named Executive Officers performed at a high level in 2023 in contributing to the Company’s success and that the individual contributions of Mr. Willey, in particular, to the achievement of these goals exceeded expectations.
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Named Executive Officer(1) | Target Award Payable for 2022 | Maximum Award Payable for 2022(2) | Actual Award for 2022(3) | |||||||||
Joseph Wm. Foran | $1,350,000 | $3,510,000 | $3,105,000 | |||||||||
Billy E. Goodwin | $ 750,000 | $1,706,250 | $1,509,375 | |||||||||
Van H. Singleton, II | $ 750,000 | $1,706,250 | $1,509,375 | |||||||||
Craig N. Adams | $ 750,000 | $1,706,250 | $1,509,375 | |||||||||
Michael D. Frenzel | $ 450,000 | $ 759,375 | $ 450,000 |
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2024.
Named Executive Officer | Target Award Payable for 2023 | Maximum Award Payable for 2023 | Actual Award for 2023 | ||||||||
Joseph Wm. Foran | $1,350,000 | $3,510,000 | $3,105,000 | ||||||||
Van H. Singleton, II | $800,000 | $1,820,000 | $1,610,000 | ||||||||
Brian J. Willey | $600,000 | $1,365,000 | $1,365,000 | ||||||||
Billy E. Goodwin | $800,000 | $1,820,000 | $1,610,000 | ||||||||
Craig N. Adams | $800,000 | $1,820,000 | $1,610,000 | ||||||||
Michael D. Frenzel | $450,000 | $843,750 | $776,250 |
Key Terms | Phantom Units | Performance Stock Units | ||
Targeted percentage of | 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 |
our Named Executive Officers:
Key Terms | Phantom Units / Restricted Stock | 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, 2025 | ||||||
Performance metric | N/A | Relative total shareholder return, with payout capped at target if absolute total shareholder return is negative |
Named Executive Officer(1) | Phantom Units(2) | Target Performance Stock Units | Targeted Value | |||||||||
Joseph Wm. Foran | 50,431 | 34,547 | $4,387,483 | |||||||||
Billy E. Goodwin | 24,138 | 16,535 | $2,099,996 | |||||||||
Van H. Singleton, II | 24,138 | 16,535 | $2,099,996 | |||||||||
Craig N. Adams | 24,138 | 16,535 | $2,099,996 | |||||||||
Michael D. Frenzel | 11,638 | 7,972 | $1,012,472 |
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Named Executive Officer | Phantom Units / Restricted Stock | Target Performance Stock Units | Targeted Value | ||||||||
Joseph Wm. Foran | 30,000 | 20,000 | $3,800,000 | ||||||||
Van H. Singleton, II | 15,000 | 10,000 | $1,900,000 | ||||||||
Brian J. Willey | 8,000 | 6,000 | $1,000,000 | ||||||||
Billy E. Goodwin | 15,000 | 10,000 | $1,900,000 | ||||||||
Craig N. Adams | 15,000 | 10,000 | $1,900,000 | ||||||||
Michael D. Frenzel | 8,000 | 3,500 | $850,000 |
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Company’s Relative Total Shareholder Return Percentile Ranking | Percentage of Target PSUs That Will Vest | |
0 | 0% | |
10th | 20% | |
20th | 40% | |
30th | 60% | |
40th | 80% | |
50th | 100% | |
60th | 120% | |
70th | 140% | |
80th | 160% | |
90th | 180% | |
100th | 200% |
ranking and results are interpolated for results between the various rankings shown below.
Company’s Relative Total Shareholder Return Percentile Ranking | Percentage of Target PSUs That Will Vest | ||||
0 | 0% | ||||
10th | 20% | ||||
20th | 40% | ||||
30th | 60% | ||||
40th | 80% | ||||
50th | 100% | ||||
60th | 120% | ||||
70th | 140% | ||||
80th | 160% | ||||
90th | 180% | ||||
100th | 200% |
APA Resources Corp. | Ovintiv Inc. | |||||
Callon Petroleum Co. | PDC Energy Inc | |||||
Coterra Energy Inc. | Permian Resources Corp. | |||||
Diamondback Energy Inc.
| SM Energy Co. | |||||
Magnolia Oil & Gas Corp. | SPDR S&P OIL & GAS EXP & PR | |||||
Marathon Oil |
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*To be substituted in the event that one of the peer group members for purposes of the 2023 PSU grants is acquired during the performance period and removed from the peer group. |
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2023 Proxy Statement| Matador Resources Company 57
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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.
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 retirement10-K or Quarterly Report 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.
Form 10-Q.
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58 Matador Resources Company |2023 Proxy Statement
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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, 2022,29, 2023, 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 223225 times his base salary then in effect.
2023.
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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 |
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Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation | Total | ||||||||||||||
Joseph Wm. Foran | 2023 | $1,350,000 | $3,575,900 | $3,105,000 | $25,699(3) | $8,056,599 | ||||||||||||||
Chairman of the Board and | 2022 | $1,350,000 | $4,472,369 | $3,105,000 | $23,949 | $8,951,318 | ||||||||||||||
Chief Executive Officer | 2021 | $1,231,250 | $5,203,040 | $2,600,000 | $22,899 | $9,057,189 | ||||||||||||||
Van H. Singleton, II | 2023 | $800,000 | $1,787,950 | $1,610,000 | $23,100(4) | $4,221,050 | ||||||||||||||
President-Land, Acquisitions | 2022 | $750,000 | $2,140,604 | $1,509,375 | $21,350 | $4,421,329 | ||||||||||||||
and Divestitures and Planning | ||||||||||||||||||||
Brian J. Willey | 2023 | $600,000 | $1,008,980 | $1,365,000 | $23,100(4) | $2,997,080 | ||||||||||||||
Executive Vice President | ||||||||||||||||||||
and Chief Financial Officer | ||||||||||||||||||||
Billy E. Goodwin | 2023 | $800,000 | $1,787,950 | $1,610,000 | $23,100(4) | $4,221,050 | ||||||||||||||
Former President-Operations | 2022 | $750,000 | $2,140,604 | $1,509,375 | $21,350 | $4,421,329 | ||||||||||||||
2021 | $693,333 | $2,349,760 | $1,160,000 | $20,300 | $4,223,393 | |||||||||||||||
Craig N. Adams | 2023 | $800,000 | $1,787,950 | $1,610,000 | $25,381(5) | $4,223,331 | ||||||||||||||
Former Executive Vice President, | 2022 | $750,000 | $2,140,604 | $1,509,375 | $23,631 | $4,423,610 | ||||||||||||||
Co-Chief Operating Officer, Chief of Staff and Corporate Secretary | 2021 | $693,333 | $2,349,760 | $1,160,000 | $22,581 | $4,225,674 | ||||||||||||||
Michael D. Frenzel | 2023 | $450,000 | $801,205 | $776,250 | $23,100(4) | $2,050,555 | ||||||||||||||
Executive Vice President, | 2022 | $463,540 | $1,032,063 | $450,000 | $21,350 | $1,966,953 | ||||||||||||||
Treasurer and Former Principal Financial Officer |
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value Stock Awards | ||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||
Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | ||||||||||||||||||||
Joseph Wm. Foran | - | — | 1,350,000 | 3,510,000 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 20,000 | 40,000 | — | 1,662,200 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 30,000 | 1,913,700 | |||||||||||||||||||||
Van H. Singleton, II | - | — | 800,000 | 1,820,000 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 10,000 | 20,000 | — | 831,100 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 15,000 | 956,850 | |||||||||||||||||||||
Brian J. Willey | - | — | 600,000 | 1,365,000 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 6,000 | 12,000 | — | 498,660 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 8,000 | 510,320 | |||||||||||||||||||||
Billy E. Goodwin(4) | - | — | 800,000 | 1,820,000 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 10,000 | 20,000 | — | 831,100 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 15,000 | 956,850 | |||||||||||||||||||||
Craig N. Adams(5) | - | — | 800,000 | 1,820,000 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 10,000 | 20,000 | — | 831,100 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 15,000 | 956,850 | |||||||||||||||||||||
Michael D. Frenzel | - | — | 450,000 | 843,750 | — | — | — | — | — | ||||||||||||||||||||
2/16/23 | — | — | — | — | 3,500 | 7,000 | — | 290,885 | |||||||||||||||||||||
2/16/23 | — | — | — | — | — | — | 8,000 | 510,320 |
Estimated Future Payouts |
Estimated Future Payouts | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Fair | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joseph Wm. Foran | — | — | 1,350,000 | 3,510,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | 34,547 | 69,094 | — | 2,262,483 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | — | — | 50,431 | 2,209,886 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Billy E. Goodwin | — | — | 750,000 | 1,706,250 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | 16,535 | 33,070 | — | 1,082,877 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | — | — | 24,138 | 1,057,727 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Van H. Singleton, II | — | — | 750,000 | 1,706,250 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | 16,535 | 33,070 | — | 1,082,877 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | — | — | 24,138 | 1,057,727 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Craig N. Adams | — | — | 750,000 | 1,706,250 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | 16,535 | 33,070 | — | 1,082,877 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | — | — | 24,138 | 1,057,727 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael D. Frenzel | — | — | 450,000 | 759,375 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | 7,972 | 15,944 | — | 522,086 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/17/22 | — | — | — | — | — | — | 11,638 | 509,977 |
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employment.
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| 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 |
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 |
| Stock Awards | ||||||||||||||||||||||||
Name | Award Type | Number of (#) | Market Value ($)(1) | Equity Incentive Plan (#) | Equity Incentive Plan ($) | ||||||||||||||||||||
Joseph Wm. Foran | Phantom units PSUs | 144,852 | 8,291,328 | — | — | ||||||||||||||||||||
| — | — | 193,094 | 11,052,701 | |||||||||||||||||||||
Billy E. Goodwin | Phantom units PSUs | 65,367 | 3,741,607 | — | — | ||||||||||||||||||||
| — | — | 89,070 | 5,098,367 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Restricted stock |
|
|
|
|
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| 23,722 | 1,357,847 | |||||||||||||||||
David E. Lancaster | Phantom units PSUs | 45,217 | 2,588,221 | — | — | ||||||||||||||||||||
| — | — | 60,000 | 3,434,400 |
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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(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 | Phantom units | 84,288 | 4,792,616 | — | — | ||||||||||||
PSUs | — | — | 109,094 | 6,203,085 | |||||||||||||
Van H. Singleton, II | Phantom units | 39,426 | 2,241,762 | — | — | ||||||||||||
PSUs | — | — | 53,070 | 3,017,560 | |||||||||||||
Brian J. Willey | Phantom units | — | — | — | — | ||||||||||||
PSUs | — | — | 27,944 | 1,588,896 | |||||||||||||
Restricted stock | — | — | 19,926 | 1,132,992 | |||||||||||||
Billy E. Goodwin(3) | Phantom units | 40,426 | 2,298,622 | — | — | ||||||||||||
PSUs | — | — | 53,070 | 3,017,560 | |||||||||||||
Craig N. Adams(4) | Phantom units | 40,426 | 2,298,622 | — | — | ||||||||||||
PSUs | — | — | 53,070 | 3,017,560 | |||||||||||||
Michael D. Frenzel | Phantom units | — | — | — | — | ||||||||||||
PSUs | — | — | 22,944 | 1,304,596 | |||||||||||||
Restricted stock | — | — | 19,926 | 1,132,992 |
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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 |
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|
|
|
|
|
|
|
|
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| 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 |
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|
|
|
|
|
|
|
|
|
|
| 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 |
|
2023:
Vesting Date | Award Type | Joseph Wm. Foran | Van H. Singleton | Brian J. Willey | Billy E. Goodwin | Craig N. Adams | Michael D. Frenzel | ||||||||||||||||
2/16/24 | Restricted stock | — | — | 2,666 | — | — | 2,666 | ||||||||||||||||
2/16/24 | Phantom units | 10,000 | 5,000 | — | 5,000 | 5,000 | — | ||||||||||||||||
2/17/24 | Restricted stock | — | — | 3,879 | — | — | 3,879 | ||||||||||||||||
2/17/24 | Phantom units | 16,810 | 8,046 | — | 8,046 | 8,046 | — | ||||||||||||||||
6/4/24 | Restricted stock | — | — | 4,167 | — | — | 4,167 | ||||||||||||||||
6/4/24 | Phantom units | 20,667 | 8,334 | — | 9,334 | 9,334 | — | ||||||||||||||||
12/31/24 | PSUs(1) | 69,094 | 33,070 | 15,944 | 33,070 | 33,070 | 15,944 | ||||||||||||||||
2/16/25 | Restricted stock | — | — | 2,667 | — | — | 2,667 | ||||||||||||||||
2/16/25 | Phantom units | 10,000 | 5,000 | — | 5,000 | 5,000 | — | ||||||||||||||||
2/17/25 | Restricted stock | — | — | 3,880 | — | — | 3,880 | ||||||||||||||||
2/17/25 | Phantom units | 16,811 | 8,046 | — | 8,046 | 8,046 | — | ||||||||||||||||
12/31/25 | PSUs(1) | 40,000 | 20,000 | 12,000 | 20,000 | 20,000 | 7,000 | ||||||||||||||||
2/16/26 | Restricted stock | — | — | 2,667 | — | — | 2,667 | ||||||||||||||||
2/16/26 | Phantom units | 10,000 | 5,000 | — | 5,000 | 5,000 | — | ||||||||||||||||
Total Unvested Shares and Units | 193,382 | 92,496 | 47,870 | 93,496 | 93,496 | 42,870 |
Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting | ||||||||||||||||
Joseph Wm. Foran | 213,488 | $ | 5,378,675 |
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| 390,251 | $ | 21,724,507 | |||||||||||
Billy E. Goodwin | — | $ | — |
|
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| 166,407 | $ | 9,267,446 | |||||||||||
Van H. Singleton, II | — | $ | — |
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| 137,690 | $ | 7,672,717 | |||||||||||
Craig N. Adams | — | $ | — |
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| 166,407 | $ | 9,267,446 | |||||||||||
Michael D. Frenzel | 4,497 | $ | 121,959 |
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| 9,034 | $ | 505,097 | |||||||||||
David E. Lancaster | — | $ | — |
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| 185,553 | $ | 10,330,669 |
2023. None of the Named Executive Officers exercised any stock options during 2023.
(1) |
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2023 Proxy StatementReflects 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.
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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 2019 Plan, which is included as an exhibit to the Company’s most recent Annual Report on Form 10-K.
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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.
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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, 2022,2023, the last day of our 20222023 fiscal year. In all cases, the amountsaccelerated equity awards were valued as of December 30, 2022,29, 2023, based upon, where applicable, $57.24$56.86 per share (the closing price of our Common Stock on such date). The amounts in the table below are calculated as of December 31, 20222023 pursuant to SEC rules and are not intended to reflect actual payments that may be made. Actual payments that may be made would be based on the dates and circumstances of the applicable event.
Payment Upon Change in Control or Termination | ||||||||||||||||||||||
Named Executive Officer | Category of Payment | Upon Death or Total Disability ($)(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) |
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| ||||||
| 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) |
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|
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|
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| ||||||
| 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) |
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|
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| ||||||
| 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) |
|
|
|
|
|
|
|
|
|
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|
|
|
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| ||||||
| 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) |
|
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|
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|
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| ||||||
| Phantom Units | — | — | — | 71,550 | — | ||||||||||||||||
| PSUs | — | — | — | 1,171,817 | 1,171,817 | ||||||||||||||||
| Restricted Stock | — | — | — | 1,357,847 |
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| ||||||||||||||
| Total | 365,625 | 365,625 | 407,813 | 4,232,464 | 1,171,817 |
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 | 3,105,000(8) | 3,105,000(8) | 6,210,000(7) | 9,315,000(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | 4,792,616 | — | |||||||||||||||
PSUs | — | — | — | 3,101,542 | 3,101,542 | |||||||||||||||
Total | 3,105,000 | 3,105,000 | 8,910,000 | 21,259,158 | 3,101,542 | |||||||||||||||
Van H. Singleton, II | Salary | — | — | 1,200,000(10) | 2,400,000(5) | — | ||||||||||||||
Bonus | 1,559,688(6) | 1,559,688(6) | 2,339,531(11) | 4,679,063(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | 2,241,762 | — | |||||||||||||||
PSUs | — | — | — | 1,508,780 | 1,508,780 | |||||||||||||||
Total | 1,559,688 | 1,559,688 | 3,539,531 | 10,829,605 | 1,508,780 | |||||||||||||||
Brian J. Willey | Salary | — | — | 900,000(10) | 1,800,000(5) | — | ||||||||||||||
Bonus | 970,000(6) | 970,000(6) | 1,455,000(11) | 2,910,000(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | — | — | |||||||||||||||
PSUs | — | — | — | 794,448 | 794,448 | |||||||||||||||
Restricted stock | 1,132,992 | |||||||||||||||||||
Total | 970,000 | 970,000 | 2,355,000 | 6,637,440 | 794,448 | |||||||||||||||
Billy E. Goodwin | Salary | — | — | 1,200,000(10) | 2,400,000(5) | — | ||||||||||||||
Bonus | 1,559,688(6) | 1,559,688(6) | 2,339,531(11) | 4,679,063(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | 2,298,622 | — | |||||||||||||||
PSUs | — | — | — | 1,508,780 | 1,508,780 | |||||||||||||||
Total | 1,559,688 | 1,559,688 | 3,539,531 | 10,886,465 | 1,508,780 | |||||||||||||||
Craig N. Adams | Salary | — | — | 1,200,000(10) | 2,400,000(5) | — | ||||||||||||||
Bonus | 1,559,688(6) | 1,559,688(6) | 2,339,531(11) | 4,679,063(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | 2,298,622 | — | |||||||||||||||
PSUs | — | — | — | 1,508,780 | 1,508,780 | |||||||||||||||
Total | 1,559,688 | 1,559,688 | 3,539,531 | 10,886,465 | 1,508,780 | |||||||||||||||
Michael D. Frenzel | Salary | — | — | 225,000(10) | 900,000(5) | — | ||||||||||||||
Bonus | 613,125(6) | 613,125(6) | 306,563(11) | 1,226,250(8) | — | |||||||||||||||
Vesting equity:(9) | ||||||||||||||||||||
Phantom Units | — | — | — | — | — | |||||||||||||||
PSUs | — | — | — | 652,298 | 652,298 | |||||||||||||||
Restricted stock | 1,132,992 | |||||||||||||||||||
Total | 613,125 | 613,125 | 531,563 | 3,911,540 | 652,298 |
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2023 Proxy Statement|Matador Resources Company 67| 2024 Proxy Statement
|
2023.
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 |
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 |
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) | |||||||||||||||||||||||||
2023 | $8,056,599 | $7,633,074 | $3,542,613 | $3,274,057 | $323.31 | $208.67 | $846,074 | $1,849,547 | ||||||||||||||||||
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 |
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 |
2023 | |||||
Summary Compensation Table Total | $8,056,599 | ||||
Less, value of “Stock Awards” reported in Summary Compensation Table | $(3,575,900) | ||||
Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $2,916,800 | ||||
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(95,251) | ||||
Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | $330,826 | ||||
Compensation Actually Paid to Mr. Foran | $7,633,074 |
Average Compensation Actually Paid to Non-PEONamed Executive Officers | 2023 | ||||
Average Summary Compensation Table Total | $3,542,613 | ||||
Less, average value of "Stock Awards" reported in | $(1,434,807) | ||||
Plus, average year-end fair value of | $976,698 | ||||
Plus (less), average year over year change in fair value of | $(35,851) | ||||
Plus (less), average change in fair value from prior year-end to | $225,404 | ||||
Average Compensation Actually Paid to | $3,274,057 |
Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation | Total | ||||||||||
Shelley F. Appel(2) | $67,333 | $134,982 | $— | $202,315 | ||||||||||
Reynald A. Baribault | $170,000 | $134,982 | $— | $304,982 | ||||||||||
R. Gaines Baty(3) | $178,333 | $134,982 | $— | $313,315 | ||||||||||
William M. Byerley | $120,000 | $134,982 | $— | $254,982 | ||||||||||
Monika U. Ehrman | $90,833 | $134,982 | $— | $225,815 | ||||||||||
James M. Howard | $90,833 | $134,982 | $— | $225,815 | ||||||||||
Timothy E. Parker(4) | $190,833 | $134,982 | $— | $325,815 | ||||||||||
Julia P. Forrester Rogers | $105,000 | $134,982 | $— | $239,982 | ||||||||||
Kenneth L. Stewart | $76,250 | $134,982 | $— | $211,232 | ||||||||||
DIRECTOR COMPENSATION
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 |
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Name | Outstanding Stock Awards | ||||||||
Shelley F. Appel | 2,621 | ||||||||
Reynald A. Baribault | 2,621 | ||||||||
R. Gaines Baty | 2,621 | ||||||||
William M. Byerley | 2,621 | ||||||||
Monika U. Ehrman | 2,621 | ||||||||
James M. Howard | 2,621 | ||||||||
Timothy E. Parker | 2,621 | ||||||||
Julia P. Forrester Rogers | 2,621 | ||||||||
Kenneth L. Stewart | 2,621 |
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Ms. Appel was elected to the Board at the 2023 Proxy StatementAnnual Meeting and serves as ESG coordinator. The ESG coordinator receives an additional cash retainer of $50,000 annually.
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Operations and Engineering |
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Prospect | $50,000 | ||||
Audit | $50,000 | ||||
Strategic Planning and Compensation | $50,000 | ||||
Environmental, Social and Corporate Governance | $35,000 | ||||
Nominating | $25,000 | ||||
Capital Markets and Finance | $25,000 | ||||
Marketing and Midstream | $25,000 |
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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 |
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Ms. Ward was appointed to the Board effective January 24, 2024, which date was more than 180 days but fewer than 270 days after the 2023 Annual Meeting. As a result, Ms. Ward received a grant of 1,311 RSUs, representing 50% of the 2023 RSU Award.
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Plan Category | 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 Plans | ||||||||||||
Equity compensation plans approved by security holders(1) | 1,357,496 | $ | 22.92 | 8,755,116 | |||||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||||
Total | 1,357,496 | $ | 22.92 | 8,755,116 |
2023:
(1) Includes shares authorized under the |
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2023 Proxy Statement| Matador Resources Company 75Amended and Restated 2012 Long-Term Incentive Plan (as amended, the “2012 Plan”), the 2019 Plan and the Matador Resources Company 2023 Employee Stock Purchase Plan. No further awards may be made under the 2012 Plan, although awards remain outstanding thereunder.
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2023 Proxy Statement| Matador Resources Company 77
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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 1620 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.
•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”); •any employment by us of an executive officer if: ◦the related compensation is required to be reported in our proxy statement under Item 402; or ◦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 with a Related Person involving less than $120,000; •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; •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 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; 87 |
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78 Matador Resources Company | 20232024 Proxy Statement
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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% |
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* Less than one percent (1%) (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) 43,995 shares of Common Stock held of record by each of the JWF 2022-2 GRAT and the NNF 2022-2 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (iii) 70,528 shares of Common Stock held of record by each of the JWF 2023-1 GRAT and the NNF 2023-1 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (iv) 83,137 shares of Common Stock held of record by each of the JWF 2023-2 GRAT and the NNF 2023-2 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (v) 198,400 shares of Common Stock held of record by each of the JWF 2024-1 GRAT and the NNF 2024-1 GRAT, for which Mr. Foran is the trustee and over which Mr. Foran has sole voting and investment power; (vi) 446,915 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; (vii) 482,659 shares of Common Stock held of record by the Foran 2012 Savings Trust, for which Mr. Foran’s spouse is a trustee; and (viii) 1,137,182 shares of Common Stock held of record, collectively, by the LRF 2011 Non-GST Trust, WJF 2011 Non-GST Trust, JNF 2011 Non-GST Trust, SIF 2011 Non-GST Trust and MCF 2011 Non-GST Trust (collectively, the “2011 Non-GST Trusts”), 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 (ix) 1,347,912 shares of Common Stock held of record, collectively, by the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust (collectively, the “2020 Non-GST Trusts”), 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 property of the 2020 Non-GST Trusts. (2)Includes 2,850 shares of Common Stock held of record by the 401(k) account of Mr. Adams. Information based solely on a Form 4 filed with the SEC on January 2, 2024. Mr. Adams retired from his roles as the Executive Vice President, Co-Chief Operating Officer and Corporate Secretary of the Company on March 6, 2024, at which time Mr. Adams was no longer an executive officer of the Company. 89 |
80 Matador Resources Company | |2024 Proxy Statement
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14, 2025.
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26, 2024
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| Year Ended December 31, 2022 | |||
(In thousands) | ||||
Unaudited Adjusted EBITDA Reconciliation to Net Income: | ||||
Net income attributable to Matador Resources Company shareholders | $ | 1,214,206 | ||
Net income attributable to non-controlling interest in subsidiaries | 72,111 | |||
Net income | 1,286,317 | |||
Interest expense | 67,164 | |||
Total income tax provision | 399,357 | |||
Depletion, depreciation and amortization | 466,348 | |||
Accretion of asset retirement obligations | 2,421 | |||
Unrealized gain on derivatives | (18,809 | ) | ||
Non-cash stock-based compensation expense | 15,123 | |||
Net loss on asset sales and impairment | 1,311 | |||
Expense related to contingent consideration | 4,926 | |||
Consolidated Adjusted EBITDA | 2,224,158 | |||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries | (97,002 | ) | ||
Adjusted EBITDA attributable to Matador Resources Company shareholders | $ | 2,127,156 |
2023 Proxy Statement
Year Ended | |||||
December 31, 2023 | |||||
(In Thousands) | |||||
Unaudited Adjusted EBITDA Reconciliation to Net Income: | |||||
Net income attributable to Matador Resources Company shareholders | $ | 846,074 | |||
Net income attributable to non-controlling interest in subsidiaries | 64,285 | ||||
Net income | 910,359 | ||||
Interest expense | 121,520 | ||||
Total income tax provision | 186,026 | ||||
Depletion, depreciation and amortization | 716,688 | ||||
Accretion of asset retirement obligations | 3,943 | ||||
Unrealized loss on derivatives | 1,261 | ||||
Non-cash stock-based compensation expense | 13,661 | ||||
Net loss on impairment | 202 | ||||
Income related to contingent consideration and other | (6,038) | ||||
Consolidated Adjusted EBITDA | 1,947,622 | ||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries | (98,075) | ||||
Adjusted EBITDA attributable to Matador Resources Company shareholders | $ | 1,849,547 |
Year Ended | |||||
December 31, 2023 | |||||
(In Thousands) | |||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities: | |||||
Net cash provided by operating activities | $ | 1,867,828 | |||
Net change in operating assets and liabilities | (50,027) | ||||
Interest expense, net of non-cash portion | 114,473 | ||||
Current income tax provision | 13,922 | ||||
Other non-cash and non-recurring expense | 1,426 | ||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries | (98,075) | ||||
Adjusted EBITDA attributable to Matador Resources Company shareholders | $ | 1,849,547 |
Year Ended | |||||
December 31, 2023 | |||||
(In Thousands) | |||||
Unaudited Adjusted EBITDA Reconciliation to Net Income: | |||||
Net income | $ | 131,196 | |||
Depletion, depreciation and amortization | 35,132 | ||||
Interest expense | 33,489 | ||||
Accretion of asset retirement obligations | 336 | ||||
Adjusted EBITDA | $ | 200,153 |
Year Ended | ||||||
December 31, 2023 | ||||||
(In Thousands) | ||||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities: | ||||||
Net cash provided by operating activities | $ | 152,907 | ||||
Net change in operating assets and liabilities | 14,771 | |||||
Interest expense, net of non-cash portion | 32,475 | |||||
Adjusted EBITDA | $ | 200,153 |
| Year Ended December 31, 2022 | |||
(In thousands) | ||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities: | ||||
Net cash provided by operating activities | $ | 1,978,739 | ||
Net change in operating assets and liabilities | 117,935 | |||
Interest expense, net of non-cash portion | 63,064 | |||
Current income tax provision | 54,877 | |||
Expense related to contingent consideration | 9,543 | |||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries | (97,002 | ) | ||
Adjusted EBITDA attributable to Matador Resources Company shareholders | $ | 2,127,156 |
Adjusted EBITDA—San Mateo (100%)ANNEX
| 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 |
A-2 Matador Resources Company |2023 Proxy Statement
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by 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 equippingD/C/E 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.
| 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 |
Year Ended | |||||
December 31, 2023 | |||||
(In Thousands) | |||||
Net cash provided by operating activities | $ | 1,867,828 | |||
Net change in operating assets and liabilities | (50,027) | ||||
San Mateo discretionary cash |
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Total discretionary cash flow | $ | 1,773,838 | |||
Drilling, completion and equipping | 1,192,800 | ||||
Midstream capital expenditures | 165,719 | ||||
Expenditures for other property and equipment | 3,636 | ||||
Net change in capital accruals | (6,288) | ||||
San Mateo accrual-based capital expenditures | (42,073) | ||||
Total accrual-based capital expenditures | 1,313,794 | ||||
Adjusted free cash flow | $ | 460,044 |
MATADOR RESOURCES COMPANY 5400 LBJ FREEWAY, SUITE 1500 DALLAS, TX 75240 SCAN 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 11717.
MATADOR RESOURCES COMPANY 5400 LBJ FREEWAY, SUITE 1500 DALLAS, TEXAS 75240 | 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 - 1-800-690-6093 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 11717. |
V34260-P07962 | KEEP THIS PORTION FOR YOUR RECORDS | ||||||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
MATADOR RESOURCES COMPANY | ||||||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||||||||||||||||||||||||
1. | Election of Director Nominees: | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||
1a. | William M. Byerley | o | o | o | The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||
1b. | Monika U. Ehrman | o | o | o | ||||||||||||||||||||||||||||||||||||||||
1c. | Kenneth L. Stewart | o | o | o | 4. | Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. | o | o | o | |||||||||||||||||||||||||||||||||||
1d. | Susan M. Ward | o | o | o | ||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||
2. | Advisory vote to approve the compensation of the Company's named executive officers. | o | o | o | ||||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote 1 YEAR on the following proposal: | 1 Year | 2 Years | 3 Years | 4 Years | 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. | |||||||||||||||||||||||||||||||||||||||
3. | Advisory vote on the frequency of future advisory votes to approve named executive officer compensation. | o | o | o | o | |||||||||||||||||||||||||||||||||||||||
Yes | No | |||||||||||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting: | o | o | ||||||||||||||||||||||||||||||||||||||||||
Please sign 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 | |||||||||||||||||||||||||||||||||||||||||
V34261-P07962 | ||
MATADOR RESOURCES COMPANY Annual Meeting of Shareholders June 13, 2024 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 1-800-690-6093 or via the internet at www.proxyvote.com. Have your proxy card in hand and follow the instructions. 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 13, 2024, at the Hilton Anatole, Imperial Ballroom, 2201 N. Stemmons Freeway, Dallas, Texas 75207, 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 | ||