Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Entity Registrant Name | Sitio Royalties Corp. |
Entity Central Index Key | 0001949543 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “Compensation Actually Paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022, and 2023 fiscal years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average of each of the NEOs total compensation for the respective fiscal year. Year Summary (1) Compensation (2) Summary (1) Compensation (2) Average (1) Average (1)(3) Value of Initial (4) : Net Income TSR Peer 2023 6,767,877 4,033,803 — — 2,817,517 (6) 1,659,730 (6) 120 160 (46,695,000) 2022 10,002,064 10,036,622 1,928,228 9,249,309 4,290,778 3,574,496 135 154 184,131,000 2021 — — 1,479,825 4,990,961 1,651,369 4,809,182 82 106 27,492,000 2020 — — 684,672 732,584 976,621 (313,557) 48 64 10,448,000 | |||
Named Executive Officers, Footnote [Text Block] | 1) The PEO and the non-PEO NEOs for each year are as follows: a) PEO: i. 2023: Christopher L. Conoscenti ii. 2022: Christopher L. Conoscenti Bryan C. Gunderson iii. 2021: Bryan C. Gunderson iv. 2020: Bryan C. Gunderson b) Non-PEO NEOs: i. 2023: Carrie L. Osicka, Britton L. James, Jarret J. Marcoux, A. Dax McDavid, and Brett S. Riesenfeld ii. 2022: Carrie L. Osicka, Britton L. James, Jarret J. Marcoux, Brett S. Riesenfeld, and Matthew B. Ockwood, the former Chief Financial Officer of Falcon iii. 2021: Matthew B. Ockwood, Michael Downs, the former Chief Operating Officer of Falcon, and Daniel C. Herz, the former President and Chief Executive Officer of Falcon iv. 2020: Michael Downs and Daniel C. Herz | |||
Peer Group Issuers, Footnote [Text Block] | 4) The values disclosed in (a) the TSR column represent the measurement period value of an investment of $100 in our Class A common stock (which, for fiscal years 2020 and 2021, represents the Class A common stock of Falcon) and (b) the Peer Group TSR column represent the measurement period value of an investment of $100 in the SPDR S&P Oil & Gas Exploration and Production ETF (“XOP”), in each case, from December 31, 2019, through each of December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023. XOP is a weighted composite of 54 oil and gas exploration and production companies. | |||
Adjustment To PEO Compensation, Footnote [Text Block] | 2) The table below reflects the relevant increases and deductions taken to calculate the “Compensation Actually Paid” to our PEOs for the respective fiscal year. As our PEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. 2023 2022 2022 2021 2020 ADJUSTMENTS TO DETERMINE COMPENSATION “ACTUALLY PAID” FOR PEO Summary Compensation Table Total $ 6,767,877 $ 10,002,064 $ 1,928,228 $ 1,479,825 $ 684,672 Add (Subtract): Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table $ (5,943,906 ) $ (9,685,728 ) — $ (801,994 ) $ (173,802 ) Addition of fair value at year-end of equity awards granted during the year that remain unvested as of year-end $ 5,147,331 $ 9,720,286 — $ 3,010,112 $ 1,140,764 Fair value at vesting date of awards granted during the year and vested in the same year — — — — — Change in fair value of equity awards granted in prior years that were unvested as of the end of the year $ (1,735,188 ) — — $ 873,283 $ (800,250 ) Change in fair value of equity awards granted in prior years that vested during the year $ (202,312 ) — $ 7,748,431 $ 429,735 $ (118,800 ) Equity awards granted in prior years that were forfeited during the year — — $ (427,350 ) — — Dividends or other earnings paid on equity awards during the year — — — — — Total Equity Award Related Adjustments $ (2,734,074 ) $ 34,558 $ 7,321,081 $ 3,511,136 $ 47,912 COMPENSATION ACTUALLY PAID TOTALS $ 4,033,803 $ 10,036,622 $ 9,249,309 $ 4,990,961 $ 732,584 | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,817,517 | $ 4,290,778 | $ 1,651,369 | $ 976,621 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,659,730 | 3,574,496 | 4,809,182 | (313,557) |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 3) The table below reflects the relevant increases and deductions taken to calculate the “Compensation Actually Paid” to our non-PEO NEOs for the respective fiscal year. As our non-PEO NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. 2023 2022 2021 2020 ADJUSTMENTS TO DETERMINE COMPENSATION “ACTUALLY PAID” TO NON-PEO NEOS Average Summary Compensation Table Total $ 2,817,517 $ 4,290,778 $ 1,651,369 $ 976,621 Add (Subtract): Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table $ (2,288,025 ) $ (3,797,430 ) $ (665,218 ) $ (549,862 ) Addition of fair value at year end of equity awards granted during the year that remain unvested as of year end $ 2,000,809 $ 3,813,148 $ 2,461,067 $ 1,730,619 Fair value at vesting date of awards granted during the year and vested in the same year — — — — Change in fair value of equity awards granted in prior years that were unvested as of the end of the year $ (799,105 ) — $ 1,146,692 $ (2,131,204 ) Change in fair value of equity awards granted in prior years that vested during the year $ (71,466 ) $ 144,600 $ 215,271 $ (339,731 ) Equity awards granted in prior years that were forfeited during the year — $ (876,600 ) — — Dividends or other earnings paid on equity awards during the year — — — — Total Equity Award Related Adjustments $ (1,157,787 ) $ (716,283 ) $ 3,157,813 $ (1,290,178 ) AVERAGE COMPENSATION ACTUALLY PAID TOTALS $ 1,659,730 $ 3,574,496 $ 4,809,182 $ (313,557 ) | |||
Tabular List [Table Text Block] | Tabular List The following list represents the only and hence the most important financial performance measure used by us to link compensation actually paid to our NEOs, for fiscal year 2023, to company performance. Total Stockholder Return | |||
Total Shareholder Return Amount | $ 120 | 135 | 82 | 48 |
Peer Group Total Shareholder Return Amount | 160 | 154 | 106 | 64 |
Net Income (Loss) Attributable to Parent | $ (46,695,000) | 184,131,000 | 27,492,000 | 10,448,000 |
Additional 402(v) Disclosure [Text Block] | Narrative Disclosure to Pay Versus Performance Table We did not include a “Company-Selected Measure” (as described in Item 402(v)) in the Pay Versus Performance table because the most important, and only, financial measure used by us to link “Compensation Actually Paid” to our NEOs to company performance is TSR, which is already required to be disclosed in the table. Since Sitio was formed as a result of the Falcon Merger and our current NEOs (other than A. Dax McDavid) were appointed in connection with the Falcon Merger, which closed on June 7, 2022, we believe it is difficult to link “Compensation Actually Paid” to our NEOs to our financial performance as opposed to TSR over the time periods presented in the Pay Versus Performance table. Nevertheless, a significant portion of our current compensation program is comprised of equity awards, including awards based on absolute TSR targets. Hence, based on our compensation program and philosophy, “Compensation Actually Paid” to our NEOs should move commensurate with changes in our TSR, as shown in the year-over-year change for 2023 as compared to 2022. For more detail regarding the Company’s equity awards, please see “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation.” While “Compensation Actually Paid” was reduced in 2023 as compared to 2022, the compensation philosophy did not change. The difference in the amounts presented for 2022 and 2023 were due to (i) one-time transaction-related equity awards granted in 2022 in connection with the Falcon Merger that are not expected to recur and (ii) changes in the Company’s stock price. Specifically with respect to fiscal year 2023, the “Compensation Actually Paid” to our PEO and non-PEO NEOs are aligned with our TSR due primarily to the use of equity incentives, which are tied directly to our stock price. In addition, the substantial improvement in our Net Income between 2020 and 2022 is directionally aligned with the increase in “Compensation Actually Paid” over the same time period. The same dynamic resulted in a decrease in “Compensation Actually Paid” during 2023. The Compensation Actually Paid to our PEO and non-PEO NEOs does not reflect amounts actually earned or realized by our PEO and non-PEO NEOs for the respective fiscal year; rather these amounts in part reflect the changes from year to year of the value of unvested equity awards. These unvested equity awards are at risk and may never become vested; therefore, this value may never be realized by our PEO and non-PEO NEOs. As shown in the tables above, changes in the market price of our Class A common stock following the date of grant of an award can impact the level of compensation that is actually paid to our NEOs. To assist in understanding the changes to the equity awards reflected above, the following table reflects the value of one share of our Class A common stock (which, for fiscal years 2020 and 2021, represents the Class A common stock of Falcon) as of each of the following dates. If that date reflects a non-business day, the value reported is the last trading date of the applicable calendar year. 12/29/2023 12/30/2022 12/31/2021 12/31/2020 Closing Market Price of our Common Stock $23.51 $28.85 $19.48 $12.60 | |||
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Total Stockholder Return | |||
P E O 1 Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ (5,943,906) | (9,685,728) | ||
P E O 2 Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | (801,994) | (173,802) | |
P E O 1 Addition Of Fair Value At Year End Of Equity Awards Granted During The Year That Remain Unvested As Of Year End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 5,147,331 | 9,720,286 | ||
P E O 2 Addition Of Fair Value At Year End Of Equity Awards Granted During The Year That Remain Unvested As Of Year End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 3,010,112 | 1,140,764 | |
P E O 1 Fair Value At Vesting Date Of Awards Granted During The Year And Vested In The Same Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | ||
P E O 2 Fair Value At Vesting Date Of Awards Granted During The Year And Vested In The Same Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | |
P E O 1 Change In Fair Value Of Equity Awards Granted In Prior Years That Were Unvested As Of The End Of The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,735,188) | 0 | ||
P E O 2 Change In Fair Value Of Equity Awards Granted In Prior Years That Were Unvested As Of The End Of The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 873,283 | (800,250) | |
P E O 1 Change In Fair Value Of Equity Awards Granted In Prior Years That Vested During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (202,312) | 0 | ||
P E O 2 Change In Fair Value Of Equity Awards Granted In Prior Years That Vested During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 7,748,431 | 429,735 | (118,800) | |
P E O 1 Equity Awards Granted In Prior Years That Were Forfeited During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | ||
P E O 2 Equity Awards Granted In Prior Years That Were Forfeited During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (427,350) | 0 | 0 | |
P E O 1 Dividends Or Other Earnings Paid On Equity Awards During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | ||
P E O 2 Dividends Or Other Earnings Paid On Equity Awards During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | |
P E O 1 Adjustments To Determine Compensation [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,734,074) | 34,558 | ||
P E O 2 Adjustments To Determine Compensation [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 7,321,081 | 3,511,136 | 47,912 | |
Non P E O N E O Deduction For Amounts Reported Under The Stock Awards Column In The Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (2,288,025) | (3,797,430) | (665,218) | (549,862) |
Non P E O N E O Addition Of Fair Value At Year End Of Equity Awards Granted During The Year That Remain Unvested As Of Year End [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 2,000,809 | 3,813,148 | 2,461,067 | 1,730,619 |
Non P E O N E O Fair Value At Vesting Date Of Awards Granted During The Year And Vested In The Same Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | 0 |
Non P E O N E O Change In Fair Value Of Equity Awards Granted In Prior Years That Were Unvested As Of The End Of The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (799,105) | 0 | 1,146,692 | (2,131,204) |
Non P E O N E O Change In Fair Value Of Equity Awards Granted In Prior Years That Vested During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (71,466) | 144,600 | 215,271 | (339,731) |
Non P E O N E O Equity Awards Granted In Prior Years That Were Forfeited During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | (876,600) | 0 | 0 |
Non P E O N E O Dividends Or Other Earnings Paid On Equity Awards During The Year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 0 | 0 | 0 | 0 |
Non P E O N E O Total Equity Award Related Adjustments [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,157,787) | (716,283) | 3,157,813 | (1,290,178) |
P E O 1 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Total Compensation Amount | 6,767,877 | 10,002,064 | 0 | 0 |
PEO Actually Paid Compensation Amount | $ 4,033,803 | $ 10,036,622 | 0 | 0 |
PEO Name | Christopher L. Conoscenti | Christopher L. Conoscenti | ||
P E O 2 [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Total Compensation Amount | $ 0 | $ 1,928,228 | 1,479,825 | 684,672 |
PEO Actually Paid Compensation Amount | $ 0 | $ 9,249,309 | $ 4,990,961 | $ 732,584 |
PEO Name | Bryan C. Gunderson | Bryan C. Gunderson | Bryan C. Gunderson |