Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers;


                 Compensatory Arrangements of Certain Officers

As announced on January 10, 2022, Matthew V. Hairford retired as President of Matador Resources Company (the "Company") and David E. Lancaster retired as Executive Vice President and Chief Financial Officer of the Company, in each case effective on March 31, 2022. Messrs. Hairford and Lancaster have both transitioned to roles as Special Advisors to the Company's Board of Directors and Executive Committee.

In connection with their transition to Special Advisor roles, Messrs. Hairford and Lancaster have each entered into an Advisor Agreement (the "Advisor Agreements") with a subsidiary of the Company, which agreements were effective simultaneously with Messrs. Hairford's and Lancaster's retirements on March 31, 2022 and have terms expiring on December 31, 2023, subject to month-to-month extensions thereafter. Messrs. Hairford and Lancaster will each report to the Chief Executive Officer and Board of Directors of the Company and provide certain services as outlined in their respective Advisor Agreement. Each of the Advisor Agreements provides for an annual fee of $250,000 and confirm the continued vesting of each of Messrs. Hairford's and Lancaster's outstanding equity awards during the consulting term. The Advisor Agreements also include confidentiality covenants and a two-year post-termination non-competition and non-solicitation covenant. A copy of each of Messrs. Hairford's and Lancaster's Advisor Agreement is attached hereto as Exhibit 10.1 and 10.2, respectively, and is incorporated herein by reference.

Also as previously announced, the Company's Board of Directors appointed the following executive officers, effective March 31, 2022, to succeed Mr. Hairford as President of the Company: (i) Billy E. Goodwin, age 64, who was the Company's Executive Vice President and Chief Operating Officer-Drilling, Completions & Production, to President - Operations and (ii) Van H. Singleton, II, age 44, who was the Company's Executive Vice President of Land, to President - Land, A&D and Planning. In addition, the Company's Board of Directors appointed Michael D. Frenzel, age 40, the Company's Senior Vice President and Treasurer, to succeed Mr. Lancaster as Principal Financial Officer, effective March 31, 2022. The biographical information regarding Messrs. Goodwin, Singleton and Frenzel, disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2021 (the "Proxy Statement"), under the heading "Executive Officers and Other Senior Officers of the Company" is incorporated herein by reference. In addition, the information related to Mr. Goodwin disclosed in the Proxy Statement under the heading "Transactions With Related Persons" is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

        Exhibit No.       Description of Exhibit
         10.1               Advisor Agreement between MRC Energy Company and Matthew Hairford,
                          effective March 31, 2022.
         10.2               Advisor Agreement between MRC Energy Company and David Lancaster,
                          effective March 31, 2022.
          104             Cover Page Interactive Data File, formatted in Inline XBRL (included as
                          Exhibit 101).

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