Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-12

Diversified Energy (DEC)

CEO Robert Hutson was paid $4,996,277 in fiscal year 2025, ↑ up 8.4% from fiscal year 2024, the 44th percentile of its disclosed peer group (SEC filing 0001140361-26-010918 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$6,583,084
Richard Gideon total, FY2025
Chief Operating Officer — highest-paid officer; CEO Robert Hutson: $4,996,277
44th
CEO (Robert Hutson) pay percentile vs peers
—
CEO-to-median pay ratio
98.24%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Robert Hutson (Chief Executive Officer), FY2025 total compensation $4,996,277 (base salary $806,923) [exec_comp, SEC accession 0001140361-26-010918, filed 2026-03-24]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

DEC's next annual pay disclosure, estimated March 24, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Richard Gideon$365,385$0$3,954,111$0$449,409$0$1,814,179$6,583,084
Chief Operating Officer
Robert Hutson806,92302,795,23401,359,056035,0644,996,277
Chief Executive Officer
Bradley Gray519,231333,0001,164,0020655,980052,6812,724,894
President & Chief Financial Officer
Benjamin Sullivan469,231284,000956,4370592,905038,5372,341,110
Senior EVP, Chief Legal and Risk Officer & Corporate Secretary
Ronald Ridgway362,019144,500368,8420381,078038,2961,294,735
EVP of Energy Marketing

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Richard Gideon$6,583,084———
Robert Hutson4,996,2774,609,8624,159,739↑ +386,415
Bradley Gray2,724,8942,649,9512,275,023↑ +74,943
Benjamin Sullivan2,341,1102,268,7791,881,514↑ +72,331
Ronald Ridgway1,294,7351,190,874885,788↑ +103,861

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against DEC
5 companies name DEC as a compensation peer

Each company listed discloses DEC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named DEC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David E. JohnsonChair of the Board$229,390
David J. Turner JrIndependent Director$204,379
Kathryn Z. KlaberIndependent Director$172,933
Martin K. ThomasIndependent Director$164,792
Randall WadeFormer director (through FY2025)$90,067
Sandy StashFormer director (through FY2025)$281,746
Sylvia KerriganFormer director (through FY2025)$28,238
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Richard GideonPSU2025-04-104,02826,850—26,850$289,980
Robert HutsonRSU2025-04-10——60,898—657,698
Robert HutsonPSU2025-04-1029,688197,920—197,9202,137,536
Ronald RidgwayRSU2025-04-10——23,906—258,185
Benjamin SullivanPSU2025-04-103,98526,568—26,568286,934
Richard GideonRSU2025-04-10——62,651—676,631
Richard GideonRSU2025-03-14——250,000—2,987,500
Benjamin SullivanRSU2025-04-10——61,991—669,503
Bradley GrayPSU2025-04-104,85032,333—32,333349,196
Ronald RidgwayPSU2025-04-101,53710,246—10,246110,657
Bradley GrayRSU2025-04-10——75,445—814,806
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Richard Gideon$3,664,131$289,980$07.3%
Robert Hutson657,6982,137,536076.5%
Ronald Ridgway258,185110,657030.0%
Benjamin Sullivan669,503286,934030.0%
Bradley Gray814,806349,196030.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Ronald RidgwayPSU11,089—$160,569
Benjamin SullivanPSU87,210—1,262,801
Richard GideonPSU67,808—981,860
Bradley GrayPSU81,656—1,182,379
Bradley GrayPSU34,995—506,728
Richard GideonPSU250,000—3,620,000
Ronald RidgwayPSU14,535—210,467
Benjamin SullivanPSU28,754—416,358
Robert HutsonPSU280,728—4,064,941
Bradley GrayPSU36,079—522,424
Robert HutsonPSU214,215—3,101,833
Ronald RidgwayPSU25,874—374,656
Bradley GrayPSU106,588—1,543,394
Benjamin SullivanPSU67,095—971,536
Richard GideonPSU29,061—420,803
Robert HutsonPSU65,911—954,391
Bradley GrayPSU45,679—661,432
Benjamin SullivanPSU37,376—541,204
Ronald RidgwayPSU9,670—140,022
Ronald RidgwayPSU33,914—491,075
Benjamin SullivanPSU30,328—439,149
05

Incentive-plan design — the Compensation Discussion & Analysis

The executive compensation program is designed to align pay outcomes with Company performance, shareholder interests, and long-term strategic priorities by tying compensation to the achievement of financial and operational goals. It aims to drive desired behaviors consistent with company values, maintain industry competitiveness, and ensure internal consistency and equity by making a substantial portion of total compensation variable and at-risk.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantMercer Limited
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-0636,892,924258,439401,56598.24%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-0698.24%a

a. Approved under the standard stated in the filing — “If a shareholder abstains from voting or directs the shareholder's proxy to abstain from voting on this matter, the abstention has the same effect as a vote against the matter.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Sandy StashIndependent · Not standing for re-election · Departed during FY$115,921$0$0—$165,825$281,746
David E. JohnsonIndependent · Board Chair · Compensation Committee · Sustainability and Safety Committee229,39000—0229,390
David J. Turner JrIndependent · Audit (Chair) · Compensation (Chair) · Nominating/Governance204,37900—0204,379
Kathryn Z. KlaberIndependent · Audit and Risk Committee (Chair) · Sustainability and Safety Committee (Chair)172,93300—0172,933
Martin K. ThomasIndependent · Nominating and Corporate Governance Committee · Audit and Risk Committee164,79200—0164,792
Randall WadeIndependent · Not standing for re-election90,06700—090,067
Sylvia KerriganIndependent · Not standing for re-election · Departed during FY28,23800—028,238
Robert Russell Hutson JrEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$85,000
Annual equity retainer$150,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 20,000 / 15,000
Stock ownership guideline$5
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$1,005,720
Equity awards (grant-date value)$0
All other compensation$165,825
Total cost of the board$1,171,545

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Diversified Energy names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Diversified Energy.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Berry Corporation2024Kevin Kwilinski$1,029,808$14,071,727$2,879,994$1,535,625$20,017,718
2Talos Energy Inc.2025Paul Goodfellow819,5556,513,94801,870,7819,351,093
3CNX Resources Corp.2025Nicholas DeIuliis800,0003,000,02402,396,0007,420,318
4W&T Offshore2025Tracy Krohn800,0004,317,2890967,2006,183,187
5Northern Oil and Gas2025Nicholas O'Grady925,0002,815,68301,638,5645,602,413
6Diversified Energy2025Robert Hutson806,9232,795,23401,359,0564,996,277
7Granite Ridge Resources2025Tyler Farquharson477,5004,039,73955,84604,956,370
8Ring Energy2025Paul McKinney626,6671,473,3060753,9842,884,957
9Highpeak Energy2025Michael Hollis1,200,0000002,823,992
10Amplify Energy Corp.2025Daniel Furbee430,4571,038,3490359,4731,898,298
—Vital Energy——————not in coverage universe

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Diversified Energynot disclosedRSU 70 · PSU 30not disclosedMercer Limited
Amplify Energy Corp.not disclosedPSU 50 · RSU 50not disclosedMeridian
Berry Corporation117%PSU 60 · Options 40Yes — Relative TSR vs. Peer GroupPearl Meyer
CNX Resources Corp.not disclosedRSU 50 · PSU 40 · ESG PSU 10not disclosednot disclosed
Granite Ridge Resourcesnot disclosednot disclosednot disclosedDana Krieg
Highpeak Energynot disclosedRSU 100not disclosedPearl Meyer & Partners, LLC
Northern Oil and Gas136.5%MSU 88 · RSU 12Yes — 3-Year Absolute TSRWillis Towers Watson
Ring Energynot disclosedPSU 60 · RSU 40not disclosedMeridian Compensation Partners, LLC
Talos Energy Inc.not disclosedRSU 50 · PSU 50not disclosedMeridian
Vital Energynot disclosednot disclosednot disclosednot disclosed
W&T Offshore121.88%PSU 60 · RSU 40Yes — TSRMeridian

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

10d

Frequently asked questions

Who was the highest-paid executive at Diversified Energy in fiscal 2025?
As disclosed, Richard Gideon (Chief Operating Officer) was the highest-paid executive at Diversified Energy in fiscal 2025, with total compensation of $6,583,084.
How does Diversified Energy's chief executive pay compare to its disclosed peer group?
As disclosed, Robert Hutson's total compensation ranked at the 44th percentile of Diversified Energy's disclosed peer group.
How did shareholders vote on Diversified Energy's executive compensation?
As disclosed, 98.24% of shareholders supported Diversified Energy's executive compensation in the latest say-on-pay vote.
How much does Diversified Energy spend in total on board compensation for fiscal 2025?
As disclosed, Diversified Energy reported total board compensation of $1,171,545 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Richard GideonDEF 14A2026-03-240001140361-26-010918Section “SUMMARY COMPENSATION TABLE” · page 38. As printed: 6,583,084. View filing ↗
2Section 01, Robert HutsonDEF 14A2026-03-240001140361-26-010918Section “SUMMARY COMPENSATION TABLE” · page 38. As printed: 4,996,277. View filing ↗
3Section 01, Bradley GrayDEF 14A2026-03-240001140361-26-010918Section “SUMMARY COMPENSATION TABLE” · page 38. As printed: 2,724,894. View filing ↗
4Section 01, Benjamin SullivanDEF 14A2026-03-240001140361-26-010918Section “SUMMARY COMPENSATION TABLE” · page 38. As printed: 2,341,110. View filing ↗
5Section 01, Ronald RidgwayDEF 14A2026-03-240001140361-26-010918Section “SUMMARY COMPENSATION TABLE” · page 38. As printed: 1,294,735. View filing ↗
6Section 03, Richard Gideon PSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
7Section 03, Robert Hutson RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
8Section 03, Robert Hutson PSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
9Section 03, Ronald Ridgway RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
10Section 03, Benjamin Sullivan PSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
11Section 03, Richard Gideon RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
12Section 03, Richard Gideon RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
13Section 03, Benjamin Sullivan RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
14Section 03, Bradley Gray PSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
15Section 03, Ronald Ridgway PSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
16Section 03, Bradley Gray RSUDEF 14A2026-03-240001140361-26-010918Section “GRANTS OF PLAN-BASED AWARDS TABLE” · grants of plan-based awards table. View filing ↗
17Section 08, Sandy StashDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 281,746. View filing ↗
18Section 08, David E. JohnsonDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 229,390. View filing ↗
19Section 08, David J. Turner JrDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 204,379. View filing ↗
20Section 08, Kathryn Z. KlaberDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 172,933. View filing ↗
21Section 08, Martin K. ThomasDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 164,792. View filing ↗
22Section 08, Randall WadeDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 90,067. View filing ↗
23Section 08, Sylvia KerriganDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 28,238. View filing ↗
24Section 08, Robert Russell Hutson JrDEF 14A2026-03-240001140361-26-010918Section “Director Compensation”. As printed: 0. View filing ↗
25Section 06, 2026 voteForm 8-K2026-05-120001922446-26-000045Item 5.07 · say-on-pay result. As reported: 98.24% (votes for as printed: 36,892,924). View filing ↗
26Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
27Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
28Section 09b board cost (computed)Computed——Cash 1,005,720 + equity 0 + all other 165,825 = 1,171,545, summed across the director compensation table rows.
29Berry Corporation, Section 10b CEO totalDEF 14A2025-01-070001104659-25-001507CEO total compensation as printed in Berry Corporation's own proxy. As printed: 20,017,718. View filing ↗
30Talos Energy Inc., Section 10b CEO totalDEF 14A2026-04-220001193125-26-170385CEO total compensation as printed in Talos Energy Inc.'s own proxy. As printed: 9,351,093. View filing ↗
31CNX Resources Corp., Section 10b CEO totalDEF 14A2026-03-260001308179-26-000153CEO total compensation as printed in CNX Resources Corp.'s own proxy. As printed: 7,420,318. View filing ↗
32W&T Offshore, Section 10b CEO totalDEF 14A2026-04-230001104659-26-047016CEO total compensation as printed in W&T Offshore's own proxy. As printed: 6,183,187. View filing ↗
33Northern Oil and Gas, Section 10b CEO totalDEF 14A2026-04-100001104485-26-000013CEO total compensation as printed in Northern Oil and Gas's own proxy. As printed: 5,602,413. View filing ↗
34Diversified Energy (subject), Section 10b CEO totalDEF 14A2026-03-240001140361-26-010918CEO total compensation as printed in Diversified Energy's own proxy. As printed: 4,996,277. View filing ↗
35Granite Ridge Resources, Section 10b CEO totalDEF 14A2026-04-080001928446-26-000011CEO total compensation as printed in Granite Ridge Resources's own proxy. As printed: 4,956,370. View filing ↗
36Ring Energy, Section 10b CEO totalDEF 14A2026-04-100001384195-26-000068CEO total compensation as printed in Ring Energy's own proxy. As printed: 2,884,957. View filing ↗
37Highpeak Energy, Section 10b CEO totalDEF 14A2026-04-300001437749-26-014193CEO total compensation as printed in Highpeak Energy's own proxy. As printed: 2,823,992. View filing ↗
38Amplify Energy Corp., Section 10b CEO totalDEF 14A2026-04-230001104659-26-047701CEO total compensation as printed in Amplify Energy Corp.'s own proxy. As printed: 1,898,298. View filing ↗
39Section 10a, CNX Resources Corp. reciprocityDEF 14A—0001308179-26-000153CNX Resources Corp.'s most recent proxy was read; its disclosed peer group does not include Diversified Energy. View filing ↗
40Section 10a, Berry Corporation reciprocityDEF 14A—0001104659-25-001507Berry Corporation's most recent proxy was read; its disclosed peer group does not include Diversified Energy. View filing ↗
41Section 10a, Talos Energy Inc. reciprocityDEF 14A—0001193125-26-170385Talos Energy Inc.'s most recent proxy was read; its disclosed peer group does not include Diversified Energy. View filing ↗
42Section 10a, W&T Offshore reciprocityDEF 14A—0001104659-26-047016W&T Offshore names Diversified Energy in its own disclosed peer group (read from its most recent proxy). View filing ↗
43Section 10a, Granite Ridge Resources reciprocityDEF 14A—0001928446-26-000011Granite Ridge Resources names Diversified Energy in its own disclosed peer group (read from its most recent proxy). View filing ↗
44Section 10a, Highpeak Energy reciprocityDEF 14A—0001437749-26-014193Highpeak Energy's most recent proxy was read; its disclosed peer group does not include Diversified Energy. View filing ↗
45Section 10a, Amplify Energy Corp. reciprocityDEF 14A—0001104659-26-047701Amplify Energy Corp. names Diversified Energy in its own disclosed peer group (read from its most recent proxy). View filing ↗
46Section 10a, Northern Oil and Gas reciprocityDEF 14A—0001104485-26-000013Northern Oil and Gas's most recent proxy was read; its disclosed peer group does not include Diversified Energy. View filing ↗
47Section 10a, Ring Energy reciprocityDEF 14A—0001384195-26-000068Ring Energy names Diversified Energy in its own disclosed peer group (read from its most recent proxy). View filing ↗