VIPER ENERGY INC CLASS A (VNOM)
Sector: Energy
2026 Annual Meeting Analysis
VIPER ENERGY INC CLASS A · Meeting: May 19, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since March 2023 (under 24 months at the time of the 3-year TSR measurement window, so exempt from the TSR trigger); no overboarding (1 other public board), independent, attends all meetings, and brings relevant energy industry and financial expertise.
VNOM's 3-year TSR of +81.3% outperforms the peer group median of +22.6% by +58.7 percentage points, which is below the 65-point threshold required to trigger a vote against under the strong-positive TSR tier; no overboarding (2 other public boards), independent, and attends all meetings.
VNOM's 3-year TSR strongly outperforms peers; no overboarding (1 other public board), independent, serves as audit committee financial expert, and attends all meetings.
VNOM's 3-year TSR strongly outperforms peers; no overboarding (1 other public board), independent, chairs the audit committee with appropriate financial credentials, and attends all meetings.
VNOM's 3-year TSR strongly outperforms peers; no overboarding (0 other public boards), independent, chairs the compensation committee, and attends all meetings.
VNOM's 3-year TSR of +81.3% outperforms the peer group median by +58.7 percentage points, below the 65-point threshold needed to trigger a vote against; no overboarding (1 other public board), and attends all meetings; non-independent designation is consistent with his role as a Diamondback designee and he serves on no committees requiring independence.
Director since November 2023 (less than 24 months as of the proxy filing date of April 2026, placing him within or just at the exemption window); VNOM's 3-year TSR strongly outperforms peers in any case; no overboarding (1 other public board), and attends all meetings.
VNOM's 3-year TSR strongly outperforms peers; no overboarding (1 other public board), independent Chairman, and attends all meetings.
All eight director nominees receive a FOR vote. VNOM's 3-year price return of +81.3% outperforms the disclosed compensation peer group median of +22.6% by approximately +59 percentage points — well below the 65-point trigger threshold that applies when absolute returns are strongly positive (above +20%). No director is overboarded, all attended at least 75% of meetings in 2025, audit committee members are independent with appropriate financial expertise, and there are no familial relationship concerns. Ms. Argo and Mr. Van't Hof joined within or very close to the 24-month new-director exemption window, providing additional protection from the TSR trigger.
Say on Pay
✓ FORCEO
Kaes Van’t Hof
Total Comp
$1,825,600
Prior Support
79.4%%
The CEO's total reported compensation for 2025 was $1,825,600, consisting entirely of a performance-based stock award tied to a three-year relative total shareholder return goal benchmarked against a disclosed peer group — this is 100% variable and performance-contingent pay, which is exactly the kind of structure the policy favors. Prior-year say-on-pay support was approximately 79.4%, comfortably above the 70% threshold that would require a mandatory response. VNOM's 3-year stock return of +81.3% substantially outperforms its peers, confirming that above-benchmark incentive pay is supported by actual shareholder outcomes, satisfying the pay-for-performance alignment check. The company maintains a clawback policy compliant with Nasdaq rules and Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing identifies Grant Thornton LLP as auditor but does not provide a fee table with specific audit and non-audit fee amounts in the extracted text, so the non-audit fee ratio trigger cannot be evaluated numerically; tenure is not explicitly disclosed in the provided text, so the tenure trigger does not fire per policy. Grant Thornton is a large national firm appropriate for a $17 billion market cap company. No material restatements are disclosed. The default vote is FOR in the absence of confirmed trigger conditions.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approve an Amendment to the Company's Certificate of Incorporation to Provide that Stockholders Holding at Least 20% of the Voting Power, Determined on a Net Long Basis, Continuously for at Least One Year, May Call Special Meetings of Stockholders, and Other Immaterial Changes
This is a board-proposed charter amendment that codifies into the certificate of incorporation the same 20% net-long stockholder special meeting right that already exists in the company's bylaws — it is a clarifying and entrenchment-reducing change, not a new restriction on shareholders. Embedding this right in the certificate of incorporation gives it stronger legal protection because it requires a shareholder vote to remove, whereas bylaws can be amended more easily by the board alone. This is an improvement to governance from the current baseline and shareholders should support locking in this right at the charter level.
Overall Assessment
The 2026 VNOM annual meeting ballot presents four proposals, all of which receive a FOR vote under this analysis. The company's stock has delivered outstanding returns to shareholders over three and five years, comfortably outperforming its disclosed peer group, and the executive compensation program is structured as 100% performance-based equity for most named officers with strong governance features including a clawback policy and independent compensation committee oversight. The one charter amendment on the ballot improves shareholder rights by locking the existing special meeting right into the certificate of incorporation.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing