Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
NOTICE OF
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 14, 2018
Dear Unitholders of Black Stone Minerals, L.P.:
Notice is hereby given that the 2018 annual meeting of limited partners (the “Annual Meeting”) of Black Stone Minerals, L.P. (the
“Partnership”) will be held on June 14, 2018, at 2:00 p.m., local time, at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002, for the following purposes:
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1.
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to elect directors to the Board of Directors (the “Board”) of Black Stone Minerals GP, L.L.C., the general partner of the Partnership (the “General Partner”), each to serve until the 2019 annual
meeting of limited partners and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, or removal;
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2.
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to ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as the Partnership’s independent registered public accounting firm for the year ending December 31, 2018;
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3.
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to approve, on a
non-binding
advisory basis, the compensation of the General Partner’s named executive officers for the year ended December 31, 2017;
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4.
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to approve, on a
non-binding
advisory basis, the preferred frequency of advisory votes on executive compensation; and
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5.
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to transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
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The Board of the General Partner has fixed the close of business on April 19, 2018 as the record date for the Annual Meeting. Holders of
record of the Partnership’s common units, subordinated units, and preferred units as of the close of business on such date are entitled to notice of, and to vote at, the Annual Meeting.
Pursuant to the rules adopted by the Securities and Exchange Commission, the Partnership is providing access to its proxy materials primarily
via the Internet, rather than mailing paper copies of these materials to each unitholder. On or about April 27, 2018, the Partnership began mailing a Notice of Internet Availability of Proxy Materials to its unitholders of record detailing how
to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote in person at the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and
obtain paper copies of the proxy materials.
If your units are held in street name, you will receive instructions from the holder of
record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.
The Partnership urges you to review the proxy materials carefully and to submit your proxy or voting instructions as soon as possible so that
your units will be represented at the Annual Meeting.
By Order of the Board of the General Partner,
/s/ Steve
Putman
Steve Putman
Senior Vice President, General Counsel, and
Secretary of Black Stone Minerals GP, L.L.C.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 14, 2018
The Notice of Annual Meeting, the Proxy Statement, a form of proxy card, and the Partnership’s Annual Report on
Form
10-K
for the year ended December 31, 2017 are available at
http://www.astproxyportal.com/ast/20065/
.
Black Stone Minerals, L.P.
1001 Fannin Street
Suite
2020
Houston, Texas 77002
PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 14, 2018
TABLE OF CONTENTS
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ii
Black Stone Minerals, L.P.
1001 Fannin Street
Suite
2020
Houston, Texas 77002
PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 14, 2018
Unless the context clearly indicates otherwise, references in this Proxy Statement to “BSMC” or “our predecessor,”
refer to Black Stone Minerals Company, L.P. and its subsidiaries for time periods prior to the initial public offering of Black Stone Minerals, L.P. on May 6, 2015 (the “IPO”), and references to “we,” “our,”
“us,” “the Partnership,” or like terms refer to Black Stone Minerals, L.P. and its subsidiaries for time periods subsequent to the IPO.
This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the
“Board”) of Black Stone Minerals GP, L.L.C., our general partner (the “General Partner”), for use at our 2018 annual meeting of limited partners (the “Annual Meeting”) to be held on June 14, 2018, at 2:00 p.m.,
local time, at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002, and at any adjournment or postponement thereof. On or about April 27, 2018, we began mailing a Notice of Internet Availability of Proxy Materials to
our unitholders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote in person at the Annual Meeting. The Notice of Internet Availability of Proxy Materials also
provides instructions on how to request and obtain paper copies of the proxy materials.
If your units are held in street name, you will
receive instructions from the holder of record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.
GENERAL INFORMATION
Purpose of the Annual Meeting
The purpose of the Annual Meeting is for our unitholders to consider and act upon the proposals described in this Proxy Statement and upon any
other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. In addition, management will report on our performance and respond to questions from unitholders.
Proposals to be Voted Upon at the Annual Meeting
At the Annual Meeting, unitholders will be asked to consider and vote upon the following proposals:
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1.
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Proposal 1
: to elect directors to the Board of the General Partner, each to serve until the 2019 annual meeting of limited partners (the “2019 Annual Meeting”) and thereafter until such director’s
successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, or removal;
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2.
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Proposal 2
: to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2018;
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3.
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Proposal 3
: to approve, on a
non-binding
advisory basis, the compensation of our named executive officers for the year ended December 31, 2017; and
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4.
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Proposal 4
: to approve, on a
non-binding
advisory basis, the preferred frequency of advisory votes on executive compensation.
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In addition, any other matters that properly come before the Annual Meeting or any adjournments
or postponements thereof will be considered. Management is not presently aware of any other business to properly come before the Annual Meeting.
Recommendation of the Board
The Board recommends that you vote “
FOR ALL
” the director nominees to the
Board of the General Partner set forth in this Proxy Statement (Proposal 1) , “
FOR
” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending
December 31, 2018 (Proposal 2), “
FOR
”
the approval, on a
non-binding
advisory basis, of the compensation of our named executive officers for the year ended December 31,
2017 (Proposal 3), and for the approval, on a
non-binding
advisory basis, of holding the advisory vote on the compensation of our named executive officers every “
ONE YEAR
” (Proposal 4).
Right to Vote
Pursuant to the First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, as amended
(the “Partnership Agreement”), only holders of common units, subordinated units, and preferred units on the Record Date (as defined below) are entitled to notice of, and to vote at, the Annual Meeting. Such unitholders will vote together
as a single class. Holders of common units and subordinated units are entitled to one vote per unit at the Annual Meeting, and holders of preferred units are entitled to vote their preferred units on an
“as-converted
basis.”
If any person or group (other than the limited partners of BSMC
prior to the IPO; their transferees; persons who acquired their units with the prior approval of the Board of the General Partner; holders of Series B preferred units in connection with any vote, consent, or approval of the Series B preferred units
as a separate class; and persons who own 15% or more of any class as a result of any redemption or purchase of any other person’s units or similar action by us or any conversion of the Series B preferred units at our option) beneficially owns
15% or more of any class of common units, subordinated units, or preferred units as of the Record Date, that person or group will not be entitled to notice of, and to vote at, the Annual Meeting.
In addition, solely with respect to the election of directors, the Partnership Agreement provides that we and the General Partner are not
entitled to vote our units, if any, and such units will not be counted when calculating the required votes for the election of directors and will not be deemed outstanding for purposes of determining a quorum for the Annual Meeting. These units will
not be treated as a separate class of partnership securities for purposes of the Partnership Agreement.
The Board has fixed the close of
business on April 19, 2018 as the record date (the “Record Date”) for the determination of unitholders entitled to notice of, and to vote at, the Annual Meeting. As of close of business on the Record Date, there were, outstanding and
entitled to vote, 105,168,276 common units held by 495 holders of record, 96,328,836 subordinated units held by 944 holders of record, and 14,711,219 Series B preferred units held by 1 holder of record (representing 14,711,219 common units on an
as-converted
basis). In the aggregate, as of the Record Date, there were outstanding and entitled to vote 216,208,331 units held by 1,005 holders of record.
A list of holders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at
1001 Fannin Street, Suite 2020, Houston, Texas, 77002 from April 27, 2018 to the date of our Annual Meeting. A copy of this list will be provided to you at no charge upon written request to Investor Relations at Black Stone Minerals, L.P. at
the above listed address. The list will also be available for inspection by any unitholder present at the Annual Meeting.
Units held in
nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.
2
Voting Procedures
Registered Holders
If, on the Record Date, you hold units that are registered directly in your name with our transfer agent, American Stock Transfer &
Trust Company, LLC, you are considered a registered holder with respect to those units and entitled to notice of and to vote at the Annual Meeting. On or about April 27, 2018, we began mailing a Notice of Internet Availability of Proxy
Materials to our registered holders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote in person at the Annual Meeting. As a registered holder of record, you may
vote your units by one of the following methods:
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By Internet
. You may submit a proxy electronically via the Internet by following the
on-screen
instructions at
www.voteproxy.com
. Please have your Notice of Internet
Availability of Proxy Materials, which includes your personal control number, in hand when you log onto the website. Internet voting facilities will close and no longer be available on the date and time specified on the Notice of Internet
Availability of Proxy Materials.
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By Telephone
. You may view the proxy materials and obtain the toll free number to call at
www.voteproxy.com
. Telephone voting facilities will close and no longer be available on the date and time specified
on the proxy card.
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By Mail
. If you request paper copies of the proxy materials, you may submit a proxy by signing, dating, and returning the proxy card in the
pre-addressed
envelope. If you
wish to cumulate your votes, you must vote by using the proxy card rather than voting by telephone or the Internet.
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In Person
. You may vote in person at the Annual Meeting by completing a ballot which will be provided at the Annual Meeting. However, attending the meeting without completing a ballot will not count as a vote.
Please read “—Annual Meeting Admission.”
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If you submit an executed proxy but do not give voting instructions
as to how your units should be voted on a particular proposal at the Annual Meeting, your units will be voted in accordance with the recommendation of the Board as stated in this Proxy Statement. If you are a registered holder and you do not submit
a proxy or attend the meeting and vote in person, your units will not be voted on the proposals or counted for the purpose of establishing a quorum at the Annual Meeting.
If you receive more than one Notice of Internet Availability of Proxy Materials, it is because your units are registered in more than one name
or are registered in different accounts. Please follow the instructions on each Notice of Internet Availability of Proxy Materials received to ensure that all of your units are voted.
Beneficial Owners
If you hold units in an account with a brokerage firm, bank, or other nominee, then you are a beneficial owner with respect to these units and
hold such units in “street name.” If you are a beneficial owner of units on the Record Date, the brokerage firm, bank, or other nominee (the “intermediary”) will provide instructions detailing how to direct the voting of your
units through the intermediary. The intermediary that holds your units is considered the holder of record for purposes of voting at the Annual Meeting. Internet and/or telephone voting is also generally offered to unitholders holding units in street
name, but you must follow the instructions provided by the intermediary.
As a beneficial owner, you are also invited to attend the Annual
Meeting. However, since you are not the holder of record, you may not vote your units in person at the Annual Meeting unless you obtain a signed proxy from the intermediary giving you the right to vote the units. Please read “—Annual
Meeting Admission.”
If you do not vote your units in person or instruct the intermediary how to vote your units, the intermediary
may vote your units as they decide for each matter for which they have discretionary authority under New York Stock Exchange (“NYSE”) rules. The election of directors (Proposal 1), approval of the compensation of our named executive
officers (Proposal 3) and approval of the preferred frequency of advisory votes on executive compensation
3
(Proposal 4) are
non-discretionary
matters, meaning that intermediaries do not have discretionary authority to vote unless they receive timely instruction
from you. As such, for Proposals 1, 3, and 4 to be voted on at the Annual Meeting, you must provide timely instructions on how the intermediary should vote your units. When an intermediary does not have discretion to vote on a particular matter, you
have not given timely instructions on how the intermediary should vote your units, and the intermediary indicates it does not have authority to vote such units on its proxy, a “broker
non-vote”
results. Although any broker
non-vote
would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to
non-discretionary
matters, and, as such, broker
non-votes
will not be counted as a vote “
FOR
” or “
AGAINST
” Proposals 1, 3, and
4.
The ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2018
(Proposal 2) is a discretionary matter on which intermediaries may vote in the absence of timely instructions from you.
Annual Meeting Admission
Only unitholders of record or their legal proxy holders as of the Record Date or our invited guests may attend the Annual Meeting in person. If
you plan to attend the Annual Meeting in person (regardless of whether you intend to vote your units in person at the Annual Meeting), you must present a valid form of government-issued photo identification. If you wish to attend the Annual Meeting
and your units are held in street name with an intermediary, you will also need to bring a copy of your brokerage statement or other documentation reflecting your unit ownership as of the Record Date.
The Annual Meeting will be held at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002.
Revoking Your Proxy
If you are a registered holder, you may change your vote or revoke your proxy at any time before the units are voted at the Annual Meeting by:
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timely delivering a valid, later-dated, executed proxy card;
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timely submitting a proxy with new voting instructions through the Internet or by telephone prior to the time the Internet and telephone voting facilities are closed and no longer available (the date and time of which
is specified on the Notice of Internet Availability of Proxy Materials);
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voting in person at the Annual Meeting by completing a ballot (attending the meeting without completing a ballot will not revoke any previously submitted proxy); or
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filing a written notice of revocation on or before the date of the Annual Meeting with the General Counsel of Black Stone Minerals, L.P. at 1001 Fannin Street, Suite 2020, Houston, Texas, 77002.
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If you are a beneficial owner and you submit voting instructions to your intermediary, you may change your vote by submitting new voting
instructions in accordance with such intermediary’s procedures.
Quorum
The holders of a majority of the common units, subordinated units, and preferred units (on an
as-converted
basis), in the aggregate, represented in person or by proxy shall constitute a quorum at the Annual Meeting, unless any such action requires approval by holders of a greater percentage of the
units in which case the quorum shall be the greater percentage. Proxies received but marked as abstentions and broker
non-votes
will be included in the number of units considered to be present at the Annual
Meeting for purposes of establishing a quorum. The unitholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough unitholders to leave
less than a quorum. In the absence of a quorum, the Annual Meeting may be adjourned from time to time until a quorum is obtained, but no other business may be transacted, except as otherwise provided in the Partnership Agreement.
4
Required Votes
Election of Directors (Proposal 1)
Pursuant to the Partnership Agreement, the directors of the Board of the General Partner are elected by a plurality of the votes cast by the
unitholders entitled to vote at the Annual Meeting. Each unitholder entitled to vote at the Annual Meeting is entitled to cumulate his or her votes in the election of directors and give one candidate, or divide among any number of candidates, a
number of votes equal to the product of (x) the number of common units, subordinated units, and preferred units (on an
as-converted
basis) held by the unitholder, multiplied by (y) the number of
directors to be elected at the Annual Meeting. Abstentions and broker
non-votes
will be counted for purposes of establishing quorum but otherwise will have no effect on the election of directors. In addition,
as described below under “Majority Voting Policy,” each of the incumbent director nominees is required to tender his or her resignation as a director if he or she fails to receive at least a majority vote election to the Board of the
General Partner.
Ratification of our Independent Registered Public Accounting Firm (Proposal 2)
Pursuant to the Partnership Agreement, the proposal to ratify the appointment of Ernst & Young as our independent registered public
accounting firm for the year ending December 31, 2018 requires approval by a majority of the votes cast by the unitholders entitled to vote at the Annual Meeting. Abstentions will be counted for purposes of establishing quorum but otherwise
will have no effect on this proposal. Because intermediaries will have discretion to vote units without the direction of their clients with respect to this proposal, there will not be any broker
non-votes
with
respect to this proposal.
Approval of the Compensation of our Named Executive Officers (Proposal 3)
Pursuant to the Partnership Agreement, the proposal to approve, on a
non-binding
advisory basis, the
compensation of our named executive officers for the year ended December 31, 2017 requires approval by a majority of the votes cast by the unitholders entitled to vote at the Annual Meeting. Abstentions and broker
non-votes
will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. While this vote does not bind the Board to any particular action, the Board values the input of
the limited partners and will take into account the outcome of this vote in considering future compensation arrangements.
Approval
of the Preferred Frequency of Advisory Votes on Executive Compensation (Proposal 4)
Pursuant to the Partnership Agreement, the
proposal to approve, on a
non-binding
advisory basis, the preferred frequency of advisory votes on executive compensation requires approval by a majority of the votes cast by the unitholders entitled to vote
at the Annual Meeting. Abstentions and broker
non-votes
will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. This advisory vote on the frequency of future
say-on-pay
votes is not binding on the Partnership or the Board. However, the Board values the input of the limited partners and will take into account the result of the vote
when determining the frequency of future
say-on-pay
votes.
Solicitation of Proxies
This solicitation of proxies is being made by the Board of the General Partner, and we will bear all costs
incurred in the solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our units. We may solicit proxies by mail, telephone, or via the Internet
through our executive officers, directors, and other management employees, who will receive no additional compensation for their services.
2017 Annual Report
Our Annual Report on Form
10-K
for the fiscal year ended
December 31, 2017 is available on our website at
www.blackstoneminerals.com
in the “SEC Filings” subsection of the “Investors” section. A copy of our Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, including the financial statements and the financial statement schedules, if any, but not including exhibits, will be furnished at no charge to each
unitholder to whom a Notice of Internet Availability of Proxy Materials is delivered upon the written request of such person addressed to Investor Relations at Black Stone Minerals, L.P., 1001 Fannin Street, Suite 2020, Houston, Texas, 77002.
5
PROPOSAL 1—ELECTION OF DIRECTORS
At the recommendation of the nominating and governance committee of the Board, the Board of the General Partner has nominated the following
individuals for election as directors of the Board of the General Partner, each to serve until the 2019 Annual Meeting and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s
earlier death, resignation, or removal:
William G. Bardel
Carin M. Barth
Thomas L. Carter,
Jr.
D. Mark DeWalch
Ricky
J. Haeflinger
Jerry V. Kyle, Jr.
Michael C. Linn
John H. Longmaid
William N. Mathis
William
E. Randall
Alexander D. Stuart
Allison K. Thacker
Each
director nominee is currently serving on the Board of the General Partner. Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described below in each director’s
biographical information under the heading “Executive Officers and Directors.”
The election of directors in this Proposal 1
requires the affirmative vote of a plurality of the votes cast by the unitholders entitled to vote at the Annual Meeting. Each unitholder entitled to vote at the Annual Meeting is entitled to cumulate his or her votes in the election of directors
and give one candidate, or divide among any number of candidates, a number of votes equal to the product of (x) the number of common units, subordinated units, and preferred units (on an
as-converted
basis) held by the unitholder, multiplied by (y) the number of directors to be elected at the Annual Meeting. Abstentions and broker
non-votes
will have no effect on the election of directors. In
addition, as described below under “Majority Voting Policy,” each of the incumbent director nominees is required to tender his or her resignation as a director if he or she fails to receive at least a majority vote election to the Board of
the General Partner.
Unless otherwise indicated on the proxy, the persons named as proxies will vote “
FOR ALL
” of
the nominees listed above. Although we have no reason to believe that any of the nominees will be unable to serve if elected, should any of the nominees become unable to serve prior to the Annual Meeting, the proxies will be voted for the election
of such other persons as may be nominated by the Board of the General Partner.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR
ALL” OF THE DIRECTOR NOMINEES.
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EXECUTIVE OFFICERS AND DIRECTORS
The following table shows information for the executive officers, directors and director nominees of the General Partner. Executive officers
serve at the discretion of the Board. Directors hold office until their successors are duly elected and qualified. There are no family relationships among any of our directors or executive officers.
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Name
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Age as of the
Annual
Meeting
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Position With The General Partner
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Thomas L. Carter, Jr.*
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66
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President, Chief Executive Officer, and Chairman
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Jeffrey P. Wood
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47
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Senior Vice President and Chief Financial Officer
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Holbrook F. Dorn
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41
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Senior Vice President, Business Development
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Brock Morris
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54
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Senior Vice President, Engineering and Geology
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Steve Putman
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43
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Senior Vice President, General Counsel, and Secretary
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Dawn K. Smajstrla
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47
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Vice President and Chief Accounting Officer
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William G. Bardel*
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78
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Director
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Carin M. Barth*
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55
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Director
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D. Mark DeWalch*
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56
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Director
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Ricky J. Haeflinger*
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62
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Director
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Jerry V. Kyle, Jr.*
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57
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Director
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Michael C. Linn*
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66
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Director
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John H. Longmaid*
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72
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Director
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William N. Mathis*
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52
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Director
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William E. Randall *
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51
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Director
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Alexander D. Stuart*
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67
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Director
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Allison K. Thacker*
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44
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Director
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*
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Nominated for election to the Board at the 2018 Annual Meeting.
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Thomas L. Carter,
Jr.
Mr. Carter has served as President, Chief Executive Officer, and Chairman of the General Partner since November 2014. Mr. Carter founded BSMC, our predecessor, and served as President, Chief Executive Officer, and
Chairman of Black Stone Natural Resources, L.L.C. (“BSNR”), the former general partner of BSMC, from 1998 to 2015. Mr. Carter served as Managing General Partner of W.T. Carter & Bro. from 1987 to 1992 and Black Stone Energy
Company from 1980 to present, both of which preceded the General Partner. Mr. Carter founded Black Stone Energy Company, BSMC’s operating and exploration subsidiary, in 1980. From 1978 to 1980, Mr. Carter served as a lending officer
in the Energy Department of Texas Commerce Bank in Houston, Texas, after serving in various other roles from 1975. Mr. Carter received M.B.A. and B.B.A. degrees from the University of Texas at Austin. Mr. Carter has been a director of
Carrizo Oil & Gas Inc. since 2005. He has served in various capacities at Episcopal High School in Houston, Texas since 2004, including as a Trustee and a member of its executive committee. Mr. Carter currently serves on Episcopal High
School’s advisory board. He has served as a Trustee of St. Edward’s University since 2009 and as a Trustee Emeritus of The Lawrenceville School. Mr. Carter also serves on the University of Texas at Austin Internal Audit Committee and
the University Lands Advisory Board.
Mr. Carter’s extensive industry and executive management experience and his background in
finance qualify him to serve on the Board.
Jeffrey P. Wood
. Mr. Wood has served as Senior Vice President and Chief
Financial Officer of the General Partner since November 2016. Mr. Wood has over 20 years of senior financial leadership and capital markets experience, most recently as Executive Vice President and Chief Financial Officer of Siluria Technologies,
Inc., a leading innovator of process technologies for the energy and petrochemical industries. Prior to Siluria, Mr. Wood was Senior Vice President and Chief Financial Officer of Eagle Rock Energy Partners, a publicly traded master limited
partnership with upstream, midstream, and minerals operations. Prior to Eagle Rock, Mr. Wood spent 11 years at Lehman Brothers Holdings, Inc. in a number of investment banking and investment management positions focused primarily on the MLP sector.
Mr. Wood started his career in public accounting with Price Waterhouse LLP. He has an MBA from the University of Chicago, Booth School of Business and a BA from Baylor University. Mr. Wood also serves as a member of the board of directors of the
general partner of USD Partners LP and serves as chairman of the audit committee and as a member of the conflicts committee.
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Holbrook F. Dorn
. Mr. Dorn has served as Senior Vice President, Business
Development of the General Partner since November 2014. Mr. Dorn served as Senior Vice President, Business Development of BSNR from 2010 to 2015. Prior to serving as Senior Vice President of BSNR, Mr. Dorn served as Vice President,
Business Development from 2008 through 2010. He was also previously employed at BSMC from 2002 to 2004 as an Associate in Business Development. Mr. Dorn also served at Touradji Capital Management, LP from 2006 to 2008. Mr. Dorn received a
B.B.A. from the University of Texas at Austin and an M.B.A. from Columbia University.
Brock Morris
. Mr. Morris has
served as Senior Vice President, Engineering and Geology of the General Partner since November 2014. Mr. Morris served as Senior Vice President, Engineering and Geology of BSNR from 2013 to 2015. From 2006 to 2013, Mr. Morris served as
Managing Director—Exploration and Production of Quintana Capital Group and its energy-focused private equity funds, overseeing all upstream oil and natural gas investments. He served as Vice President, Exploration and Production of Quintana
Minerals Corporation from 1995 to 2006 and in various engineering and management roles at Quintana Petroleum Corporation from 1985 to 1995. Mr. Morris received a B.S. in Petroleum Engineering from Texas A&M University.
Steve Putman
. Mr. Putman has served as Senior Vice President, General Counsel, and Secretary of the General Partner since
November 2014. Mr. Putman served as Senior Vice President, General Counsel, and Secretary of BSNR from 2013 to 2015. Prior to joining BSMC, Mr. Putman was Managing Director and General Counsel of Quintana Capital Group from 2008 to 2013
and Vice President, General Counsel, and Secretary of Quintana Maritime Limited from 2005 to 2008. He also worked as an associate at Vinson & Elkins L.L.P. from 2001 to 2005 and Mayer Brown LLP from 2000 to 2001. Mr. Putman received a
B.A. from the University of Texas at Austin and a J.D. from the University of Chicago. He is licensed to practice law in the states of Texas and Illinois.
Dawn K. Smajstrla
. Ms. Smajstrla has served as Vice President and Chief Accounting Officer of the General Partner since
September 2015. Prior to joining the General Partner, she was employed at LRR Energy, LP from December 2013 to September 2015 as Vice President, Controller, and Chief Accounting Officer. She also worked at Goodrich Petroleum from 2010 through 2013
as Vice President, Controller, and Principal Accounting Officer. Ms. Smajstrla was employed by Anadarko Petroleum from 2008 to 2010 in financial reporting and corporate audit roles. Prior to joining Anadarko, Ms. Smajstrla worked in
various financial reporting and corporate accounting roles for 13 years. Ms. Smajstrla received B.S. and M.B.A. degrees from The University of Houston. Ms. Smajstrla is a Certified Public Accountant.
William G. Bardel
. Mr. Bardel has served as director of the General Partner since March 2015. Mr. Bardel served as
director of BSNR from 2004 to 2015. He has acted as a financial consultant to a number of educational institutions since 2006. He previously served as the Chief Financial Officer of the Lawrenceville School, a preparatory high school in
Lawrenceville, New Jersey, from 1994 until 2006. The Lawrenceville School had an annual budget of $40 million and an endowment of $200 million. Mr. Bardel served as a director of Hudson City Bancorp, Inc. from 2003 to 2015. From 1988
until 1994, Mr. Bardel was the head of the Government Advisory Group of Lehman Brothers in London, England. From 1984 to 1994, Mr. Bardel served as a managing director of Lehman Brothers. A graduate of Yale University, Mr. Bardel has
a Masters degree from Oxford University where he was a Rhodes Scholar. Mr. Bardel received his J.D. from Harvard Law School.
Mr. Bardel brings valuable expertise to the Board of the General Partner due to his high level of familiarity with financial control
issues and strategic planning, including time as a director for financial institutions.
Carin M. Barth
. Ms. Barth has
served as a director of the General Partner since March 2015. She has served as President of LB Capital, Inc., a private capital firm she
co-founded
in 1988, since 2005. She has also served on the boards of
directors of Enterprise Products Holdings LLC since 2015; Group 1 Automotive, Inc. since 2017; and The Ronald McDonald House of Houston since 2007, and she has served as a Trustee of The Welch Foundation since 2012. Ms. Barth served on the
boards of directors of Strategic Growth Bank Incorporated and its affiliate Capital Bank, N.A., a community banking operation, from 2010 to 2017; Western Refining, Inc., a public crude oil refiner and marketer of refined products, from 2006 to 2016;
and the Bill Barrett Corporation, a public oil and natural gas exploration and development company, from 2012 to 2016. From 2008 to 2014, she served as a Commissioner to the Department of Public Safety for the State of Texas. She served as a member
of the Board of Regents of Texas Tech
8
University from 1999 to 2005 and was Chairman of the University’s endowment from 2001 to 2005, 2006 to 2010, and was again appointed as Chairman in 2012. During 2004 to 2005, Ms. Barth
took a leave of absence from LB Capital, Inc., to serve as Chief Financial Officer of the U.S. Department of Housing and Urban Development in Washington, D.C. From September 2006 to July 2007, she also served as Interim Senior Vice President of
Finance and Administration (CFO) at Texas Southern University. Ms. Barth also served as a director of Encore Bancshares, Inc., a financial holding and wealth management company, from 2009 to 2012 and Amegy Bank of Texas from 2001 to 2005.
Except as listed above, Ms. Barth has not served as a director of a publicly traded company or a registered investment company in the past five years. Ms. Barth received a B.S. from the University of Alabama, summa cum laude, and a M.B.A.
from the Owen Graduate School of Management at Vanderbilt University.
Ms. Barth’s experience in varied financial matters,
including as chief financial officer for several entities, her experience with mergers and acquisitions, her experience in operating a private capital company and her service on numerous public and private company boards are key attributes, among
others, that make her well qualified to serve on the Board of the General Partner.
D. Mark DeWalch
. Mr. DeWalch has
served as director of the General Partner since March 2015. Mr. DeWalch served as director of BSNR from 2009 to 2015. Mr. DeWalch has served as Executive Vice President and Chief Financial Officer of DeWalch Technologies, Inc. since 1993
and has been a
co-owner
of DeWalch Technologies, Inc. since 1995. Mr. DeWalch has served on the board of directors of DeWalch Technologies, Inc. since 1985. Mr. DeWalch also serves as President of
DeWalch Holdings LLC and is
co-owner
of DeWalch Holdings LLC. Mr. DeWalch is Executive Vice President and
co-owner
of DeWalch FM LLC. Mr. DeWalch began his
career in commercial banking in New York with the Irving Trust Company where he served as a lending officer. Mr. DeWalch received M.B.A. and B.B.A. degrees from the University of Texas at Austin.
Mr. DeWalch provides valuable financial expertise to the Board of the General Partner due to his background in commercial banking, as
well as a unique operational perspective due to his experience with DeWalch Technologies, Inc.
Ricky J. Haeflinger
.
Mr. Haeflinger has served as a director of the General Partner since March 2015. Mr. Haeflinger served as a director of BSNR from January 2013 to 2015. Since 2012 and 2011, respectively, he has served as a Senior Investment Officer and
Assistant Treasurer for Mayo Clinic, a
non-profit,
world-wide leader in medical care, research, and education, where he also has responsibility for Mayo Clinic Treasury Services operations, including the
custodial relationship, actuarial relationship, issuance of corporate debt, and banking relationships. Mr. Haeflinger has worked continuously in the finance department of the Mayo Clinic for 24 years. Mr. Haeflinger has also served as
director and Vice President of Latigo Petroleum, LLC, an independent oil and gas exploration and development company with headquarters in Odessa, Texas, since 2013.
Mr. Haeflinger brings financial expertise to the Board of the General Partner, as he holds an Accounting degree and an M.B.A. from Winona
State University, and he has 24 years’ experience working in the finance department at the Mayo Clinic.
Jerry V. Kyle,
Jr.
Mr. Kyle has served as director of the General Partner since March 2015. Mr. Kyle served as director of BSNR from January 2013 to 2015. Mr. Kyle has been a Partner at Orrick, Herrington & Sutcliffe LLP since March
2018. From 2002 until February 2018, Mr. Kyle was a Partner at Andrews Kurth Kenyon LLP. Mr. Kyle received his J.D. from the University of Texas School of Law in 1990 and his B.A. from The Colorado College in 1984. He is a member of the
Texas Bar Foundation and the Austin Bar Association.
Mr. Kyle’s extensive experience as a lawyer practicing in matters related
to finance, lending, securities issuance and regulation, and legislative and regulatory affairs qualify him to serve on the Board of the General Partner.
Michael C. Linn
. Mr. Linn has served as a director of the General Partner since March 2015. Mr. Linn served as
director of BSNR from January 2013 to 2015. Mr. Linn is the founder of Linn Energy LLC and served as a director of Linn Energy LLC from December 2011 to 2016. Prior to such time, he was Executive Chairman of the Board of Directors of Linn
Energy LLC since January 2010 and Chairman and Chief Executive Officer of Linn Energy, LLC from December 2007 to January 2010. Following his retirement as Executive Chairman of the Board of Linn Energy LLC in December 2011, Mr. Linn formed MCL
Ventures LLC, a private investment vehicle that focuses on purchasing oil and natural gas royalty interests as well as
non-operated
interests in oil and natural gas
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wells. Mr. Linn has served as President and CEO of MCL Ventures LLC since 2012. Mr. Linn has also served as a member of the board of directors and compensation committee of Jagged Peak
Energy since 2017, a member of the board of directors and Chairman of the Compensation Committee of Nabors Industries Ltd. since 2012, a senior advisor to Quantum Energy Partners since 2012 a member of the board of directors, and a member of the
board of managers of Cavallo Mineral Partners, LLC and Wireline Holding Company, LLC. Mr. Linn served as a member of the board of directors and Chairman of the Conflicts Committee of Western Refining GP, LLC from 2013 to 2017, a member of the
board of directors of Centrica plc from June 2013 to April 2016, and Chairman of the SHESEC Committee of Centrica plc. Mr. Linn received his J.D., cum laude, from the University of Baltimore School of Law in 1977 and his B.A. cum laude from
Villanova University 1974.
Mr. Linn’s many years of experience as the Chief Executive Officer of a publicly traded oil and
natural gas master limited partnership, as well as his deep industry knowledge and prior public company board experience, make him particularly well suited to serve on the Board of the General Partner.
John H. Longmaid
. Mr. Longmaid has served as director of the General Partner since March 2015. Mr. Longmaid served as
director of W.T. Carter & Bro., a predecessor to BSMC, then BSNR from 1984 to 2015. He has been the President of John Longmaid Designs, Inc., a Maine corporation since 1982. Mr. Longmaid holds a B.S. degree in physics/environmental
science from the University of Puget Sound with additional studies in physical chemistry, advanced math, and engineering. He attended post graduate studies at Washington State University.
Mr. Longmaid brings a wealth of experience to the Board due to his continuous membership on the board of directors of W.T.
Carter & Bro., as well as BSNR, where he gained experience overseeing entities in the oil and natural gas industry.
William N. Mathis
. Mr. Mathis has served as director of the General Partner since March 2015. Mr. Mathis served as
director of BSNR from 2009 to 2015. Since 2001, he has been the managing partner of Conti Street Partners LLC, an investment company in Houston, Texas. He has served on the board of Highland Resources, Inc. since 2004 and the board of The GRB
Partnership since 1998, and has been chairman of Australis Aquaculture LLC since 2009. He has also served as managing member of Wellspring Energy Partners, L.P. since 2012. Mr. Mathis served on the board of Wilson Industries Inc. from 1994 to
1998, Paradigm Services LP from 1998 to 2008, and EnTouch Communications from 1999 to 2007. In addition, Mr. Mathis served on the board and executive committee of Davidson College and currently serves on the boards of The Museum of Fine Arts
– Houston, The Chinquapin School, The Brown Foundation Inc. of Houston, The Texas Medical Center, and Texas Children’s Hospital. Mr. Mathis is a graduate of Davidson College.
Mr. Mathis’s extensive experience in the oil and natural gas industry as well as extensive director-level corporate governance
expertise qualify him to serve on the Board of the General Partner.
William E. Randall
. Mr. Randall has served as
director of the General Partner since June 2017. Mr. Randall has been a commercial real estate developer since 2001, and owns, manages, and leases retail shopping centers in the greater Houston, Texas area in various single purpose entities not
affiliated with the Partnership. Additionally, Mr. Randall is an active manager in family investments, including venture capital, farming and ranching operations, and stock portfolios. Mr. Randall is a Captain in the Naval Reserve and
serves as an instructor for the Naval Leadership and Ethics Center. Mr. Randall has over 28 years of service in active and reserve component commands leading troops in combat and peace time operations. Mr. Randall currently serves on the
board of Annunciation Orthodox School – Houston, The Beacon of Downtown Houston, and the Wayne Duddlesten Foundation. Mr. Randall received his B.S. from the United States Naval Academy in 1990 and M.B.A. from Rice Business School in 2001.
Mr. Randall provides valuable investment and acquisition expertise to the Board of the General Partner due to his background in
commercial real estate development, as well as a unique perspective due to his service as a Captain in the Naval Reserve.
Alexander
D. Stuart
. Mr. Stuart has served as director of the General Partner since March 2015. Mr. Stuart served as director of BSNR from 1990 to 2015. He has been the President of North Star Investments, an investment firm responsible for
identifying and managing a wide variety of assets, since 2004 and has served as the managing partner of RDS Investments, a limited partnership with extensive holdings in private equity, venture capital, real estate, energy, and publicly traded
stocks and bonds since 2005. Mr. Stuart became a trustee of Lake Forest College
10
in 2012 and St. Andrews School in 2009 and serves on the endowment committees for both institutions. Since 2006, Mr. Stuart has been a director of Northwestern Lake Forest Hospital and is
also a member of the investment committee for the parent organization, Northwestern Memorial Hospital. Mr. Stuart received his A.B. from Princeton University and his M.B.A. from Harvard Business School.
Mr. Stuart’s investment management experience and experience serving as a director of BSNR qualify him to serve on the Board of the
General Partner.
Allison K. Thacker
. Ms. Thacker has served as director of the General Partner since March 2015.
Ms. Thacker served as director of BSNR from January 2013 to 2015. She joined Rice University in 2011 as Vice President for Investments and Treasurer and President of the Rice Management Company with the responsibility of managing a
$5.5 billion endowment fund. Prior to joining Rice University, Ms. Thacker spent 11 years with RS Investments, a San Francisco-based investment firm specializing in public equities. At RS Investments, Ms. Thacker held roles including
portfolio manager, managing director, and research analyst. In the earlier portion of her career, Ms. Thacker served as a summer analyst at Putnam Investments and as a financial analyst in the energy investment banking group at Merrill
Lynch & Co. She was a founding board member of KIPP Heartwood Academy, a college preparatory charter school serving East San Jose, California and is currently a member of the KIPP Houston Advisory board and the Houston Ballet board of
trustees. Ms. Thacker is a graduate of Harvard Business School, where she received an M.B.A. She has a B.A. degree in economics with honors from Rice University.
Ms. Thacker brings significant financial expertise to the Board of the General Partner due to her extensive prior experience in
investment management as well as her experience as a board member of BSNR.
11
GOVERNANCE MATTERS
Corporate Governance Guidelines
The Board of the General Partner believes that sound governance practices and policies provide an important framework to assist it in
fulfilling its duty to unitholders. Our Corporate Governance Guidelines cover the following principal subjects:
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qualifications and independence standards for the Board;
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director responsibilities;
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meetings of the Board and of
non-management
directors;
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committee functions and independence of committee members;
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compensation of the Board;
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self-evaluation and succession planning;
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unitholder communications with directors; and
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access to management and to independent advisors.
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The Corporate Governance Guidelines are
available on our web site at
www.blackstoneminerals.com
under the “Corporate Governance” subsection of the “Investors” section. The Corporate Governance Guidelines will be reviewed periodically and as necessary by our
nominating and governance committee, and any proposed additions to or amendments of the Corporate Governance Guidelines will be presented to the Board of the General Partner for its approval.
The NYSE has adopted rules that require listed companies to adopt governance guidelines covering certain matters. We believe that the
Corporate Governance Guidelines comply with the NYSE rules.
Board Leadership Structure
The Board’s leadership structure does not separate the Chief Executive Officer and Chairman of the Board positions. The Board retains the
authority to modify this structure as and when appropriate, and it is possible that the Board may decide to separate the Chief Executive Officer and Chairman of the Board positions in the future.
The Board believes that there is no single, generally accepted approach to providing Board leadership and that each of the possible leadership
structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company as the right leadership structure may vary as circumstances change. The Board currently is of the view that it is in
our best interest for the Chief Executive Officer to also serve as the Board’s Chairman. Mr. Carter serves as our President and Chief Executive Officer as well as Chairman of the Board. As the director most familiar with our business and
industry and most capable of effectively identifying strategic priorities, he is best positioned to lead the Board through reviews of key business and strategic issues.
Executive Sessions of
Non-Management
Directors
The Board of the General Partner holds regular executive sessions in which the
non-management
directors
meet without any members of management present. The purpose of these executive sessions is to promote open and candid discussion among the
non-management
directors. The director who presides at these meetings,
the lead director, rotates among the chairpersons of the Board’s committees. The lead director is responsible for preparing an agenda for the meetings of the
non-management
directors in executive session.
Currently, all the
non-management
directors of the Board are independent under the listing requirements of the NYSE.
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Risk Oversight Procedures
The Board of the General Partner as a whole oversees our assessment of major risks and the measures taken to manage such risks. For example,
the Board:
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oversees our long-term strategic plans, assesses risks that would cause us to fail to achieve our strategic plans and reviews strategies to mitigate those risks;
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oversees management of our exposure to commodity prices through regular review of our hedging position and hedging policy;
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monitors our liquidity profile and our compliance with the financial covenants contained in our borrowing arrangements; and
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has established specific dollar limits on the commitment authority of members of management for certain transactions and requires Board approval of expenditures exceeding that authority and of other material contracts
and transactions.
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The audit committee is responsible for overseeing and discussing with management our guidelines and
policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps management has taken to monitor and control such exposures as well as the risks associated with our hedging strategy. The
compensation committee is responsible for reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking. It also reviews and discusses the relationship between risk management policies and practices and
compensation and evaluates compensation policies and practices that could mitigate any such risk. The Board of the General Partner does not consider its role in oversight of our risk management function to be relevant to its choice of leadership
structure.
Director Independence
The Board has determined that Mr. Bardel, Ms. Barth, Mr. DeWalch, Mr. Haeflinger, Mr. Kyle, Mr. Linn,
Mr. Longmaid, Mr. Mathis, Mr. Randall, Mr. Stuart, and Ms.
Thacker are independent as defined by the rules of the NYSE.
Committees of the Board
The Board of the General Partner has the following standing committees: audit committee, compensation committee, and nominating and governance
committee. The Board will appoint a conflicts committee as necessary. The audit committee, the compensation committee, and the nominating and governance committee each have a written charter approved by the Board of the General Partner. Each of
these written charters is available on our web site at
www.blackstoneminerals.com
under the “Corporate Governance” subsection of the “Investors” section. Summaries of the functions performed by and the membership of each
committee of the Board are set forth below.
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Name
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Audit Committee
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Compensation
Committee
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Nominating &
Governance Committee
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William G. Bardel
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Chair
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Carin M. Barth*
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Chair
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Thomas L. Carter, Jr.
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D. Mark DeWalch
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Ricky J. Haeflinger
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Jerry V. Kyle, Jr.
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Michael C. Linn
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John H. Longmaid
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William N. Mathis
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Chair
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William E. Randall
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Alexander D. Stuart
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Allison K. Thacker
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Audit Committee
We are required to have an audit committee of at least three members, and all its members are required to meet the independence and experience
standards established by the NYSE and Rule
10A-3
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Barth and Messrs. Haeflinger, Kyle, and Randall
currently sit on the audit committee, with Ms. Barth acting as the committee chairperson. The Board has also determined that Ms. Barth qualifies as an “audit committee financial expert,” as such term is defined under Securities
and Exchange Commission (“SEC”) rules.
The audit committee assists the Board in its oversight of (i) the integrity of our
financial statements, (ii) our compliance with legal and regulatory requirements, (iii) qualifications and independence of our independent registered public accounting firm, and (iv) performance of our internal audit function and
independent registered public accounting firm. The audit committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof performed by
our independent registered public accounting firm, and
pre-approve
any
non-audit
services and tax services to be rendered by our independent registered public accounting
firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the audit committee
and our management, as necessary.
Compensation Committee
Because we are a limited partnership, we are not required by the rules of the NYSE to have a compensation committee or a compensation committee
composed entirely of independent directors. However, we nevertheless have a compensation committee, and all of its members meet the independence standards established by the NYSE. Messrs. Bardel, Linn, Longmaid, and Stuart currently sit on the
compensation committee, with Mr. Bardel acting as the committee chairperson.
The compensation committee reviews and determines the
compensation for the executive officers of the General Partner and reviews and makes recommendations to the Board of the General Partner regarding director compensation. The compensation committee also administers our incentive compensation and
equity-based benefit plans.
The compensation committee is delegated all authority of the Board of the General Partner as may be required
or advisable to fulfill its purposes. The compensation committee may delegate to any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. Meetings
may, at the discretion of the compensation committee, include members of management, other members of the Board, consultants or advisors, and such other persons as the compensation committee believes to be necessary or appropriate. The compensation
committee will consult with our Chief Executive Officer when evaluating the performance of, and setting the compensation for, our executive officers other than the Chief Executive Officer.
The compensation committee may, in its sole discretion, retain and determine funding for legal counsel, compensation consultants, as well as
other experts and advisors (collectively, “Committee Advisors”), including the authority to retain, approve the fees payable to, amend the engagement with and terminate any Committee Advisor, as it deems necessary or appropriate to fulfill
its responsibilities. In 2017, the compensation committee engaged Frederick W. Cook & Co., Inc. (“FW Cook”) directly as its independent compensation consultant to assist the committee with its responsibilities related to our
executive officer and director compensation programs. A representative of FW Cook attends compensation committee meetings, as requested, and communicates with the chair of the compensation committee between meetings. However, the compensation
committee makes all decisions regarding the compensation of our executive officers and directors. FW Cook reports directly to the compensation committee and all work conducted by FW Cook for us is on behalf of the committee.
The compensation committee regularly reviews the services provided by its outside consultant and believes that FW Cook is independent under
applicable SEC rules in providing executive compensation consulting services. In making this determination, the committee noted that during fiscal 2017:
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FW Cook did not provide any services to us or our management other than services requested by or with the approval of the compensation committee, which were limited to executive officer and director compensation
consulting;
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FW Cook maintains a conflicts policy, which was provided to the compensation committee, with specific policies and procedures designed to ensure independence;
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We have been advised by FW Cook that the fees we paid to FW Cook in 2017 were less than 1% of FW Cook total revenue;
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None of the FW Cook consultants working on our matters had any business or personal relationship with any compensation committee members;
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None of the FW Cook consultants working on our matters had any business or personal relationship with any of our executive officers; and
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None of the FW Cook consultants working on our matters owns our units.
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The compensation
committee continues to monitor the independence of FW Cook on a periodic basis.
Nominating & Governance Committee
Because we are a limited partnership, we are not required by the rules of the NYSE to have a nominating and governance committee
or a nominating and governance committee composed entirely of independent directors. However, we nevertheless have a nominating and governance committee, and all its members meet the independence standards established by the NYSE. Ms. Thacker
and Messrs. Mathis and DeWalch currently sit on the nominating and governance committee, with Mr. Mathis acting as the committee chairperson.
The nominating and governance committee identifies individuals qualified to serve on the Board of the General Partner and recommends director
nominees for each annual meeting of limited partners or for appointment to fill vacancies, oversees our governance policies, and oversees the evaluation of the Board and its committees.
Conflicts Committee
At least one independent member of the Board will serve on a conflicts committee, as necessary, to review specific matters that the Board
believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is, in its subjective belief, not adverse to our interest. The members of the conflicts committee may not be officers or
employees of the General Partner or directors, officers, or employees of its affiliates and must meet the independence standards established by NYSE and the Exchange Act rules to serve on an audit committee of a board of directors, along with the
requirements in the Partnership Agreement. Any matters approved by the conflicts committee will be conclusively deemed to be approved by us and all our unitholders and not a breach by the General Partner of any duties or contractual obligations it
may owe us or our unitholders.
Board and Committee Meeting Attendance
During the 2017 fiscal year, the Board of the General Partner held 9 regularly scheduled and special meetings of the full Board, the audit
committee held 9 meetings, the compensation committee held 4 meetings and the nominating and governance committee held 5 meetings. All incumbent directors attended at least 75% of the aggregate number of meetings of the Board and committees of the
Board on which they served.
Director Attendance at Annual Meetings of Limited Partners
Directors are encouraged, but not required, to attend the annual meetings of limited partners. All of the directors attended the
Partnership’s 2017 annual meeting.
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Director Nominations
Nominations of persons for election to the Board of the General Partner may be made at an annual meeting of the limited partners or, provided
that the Board or unitholders have determined that directors will be elected at such a meeting, a special meeting of the limited partners, in any such case only pursuant to the General Partner’s notice of meeting (or any supplement thereto),
(a) by or at the direction of the Board or any committee thereof, or (b) by any unitholder or group of unitholders who (1) is entitled to vote at the meeting, (2) complies with the notice procedures set forth in the Partnership
Agreement, and (3) either individually or as a group hold units representing at least 10% of the outstanding units (measured on a fully diluted basis and treating the preferred units on an
as-converted
basis) both at the time of giving notice of such nomination and at the meeting.
Nominations of Director Candidates by the Board
The Board of the General Partner is responsible for nominating persons for election to the Board and filling vacancies on the
Board that may occur between annual meetings. The Board believes that all directors must possess a considerable amount of management experience (such as experience as an executive), a solid financial background, and oil and gas related business or
investment experience. The nominating and governance committee is responsible for establishing criteria for the selection of new Board members and identifying (taking into account all factors the committee considers appropriate), evaluating, and
recommending candidates to the Board of the General Partner for prospective Board membership. The committee also considers matters relating to the retirement of Board members, including term limits or age limits, attendance at Board and committee
meetings, conflicts of interest, and other relevant factors. The nominating and governance committee does not have a formal policy with respect to diversity.
Nomination of Director Candidates by Unitholders
Unitholders may nominate directors for election to the Board of the General Partner, provided that they comply with the requirements described
below and in the section of this Proxy Statement entitled “Proposals and Nomination of Director Candidates for the 2019 Annual Meeting.” While we do not have a policy that specifically addresses the consideration of director candidates
recommended by unitholders, there would be no differences in the manner and criteria by which the nominating and governance committee and the Board evaluate director candidates recommended by unitholders and those recommended by other sources.
For any nominations brought before an annual meeting by a nominating unitholder, the unitholder must give timely notice thereof in writing to
the General Partner. The notice must contain certain information as described in the Partnership Agreement. To be timely, the nomination notice must be delivered to the General Partner not later than the close of business on the 90th day, nor
earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70
days after the anniversary date, the nomination notice must be so delivered not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to the annual
meeting or the 10th day following the day on which public announcement of the date of the meeting is first made by us or the General Partner). The public announcement of an adjournment or postponement of an annual meeting will not commence a new
time period (or extend any time period) for the giving of a nominating unitholder’s notice as described above.
In the event that the
number of directors to be elected to the Board of the General Partner is increased effective at the annual meeting and there is no public announcement by us or the General Partner naming the nominees for the additional directorships at least 100
days prior to the first anniversary of the preceding year’s annual meeting, the nomination notice will also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the General
Partner not later than the close of business on the 10th day following the day on which a public announcement is first made by us or the General Partner.
Nominations of persons for election to the Board also may be made at a special meeting of limited partners at which directors are to be
elected in accordance with the Partnership Agreement.
16
Only persons who are nominated in accordance with the procedures set forth in the Partnership
Agreement will be eligible to be elected at an annual or special meeting of limited partners to serve as directors. Notwithstanding the foregoing, unless otherwise required by law, if the unitholder (or a qualified representative of the unitholder)
does not appear at the annual or special meeting of unitholders to present a nomination, the nomination shall be disregarded notwithstanding that proxies in respect of a vote may have been received by the General Partner or us.
In addition to the provisions described above and in the Partnership Agreement, a unitholder must also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder; provided, however, that any references in the Partnership Agreement to the Exchange Act or the rules promulgated thereunder are not intended to and do not limit any requirements
applicable to nominations pursuant to the Partnership Agreement, and compliance with the Partnership Agreement is the exclusive means for a unitholder to make nominations.
Majority Voting Policy
We have adopted a Majority Voting Policy, which provides that any incumbent nominee for director in an uncontested election (i.e., an election
where the only nominees are those recommended by the Board) who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly, but in
any case, no later than five (5) business days following the certification of the unitholder vote, tender his or her resignation for consideration by the nominating and governance committee.
The nominating and governance committee will promptly consider the tendered resignation and, as soon as reasonably practicable following the
date of the nominating and governance committee’s receipt of such resignation, but in any case, no later than 45 calendar days following certification of the unitholder vote, will recommend to the Board of the General Partner whether to accept
the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the Majority Withheld Vote. In making this recommendation, the nominating and governance committee
will consider all factors deemed relevant by its members, including the underlying reasons why unitholders “withheld” votes for the director (if ascertainable), the length of service and qualifications of the director whose resignation has
been tendered, the director’s contributions to the Partnership, whether by accepting such resignation we will no longer be in compliance with any applicable law, rule, regulation, or governing document, and whether or not accepting the
resignation is in the best interests of us and our unitholders.
The Board of the General Partner will act on the nominating and
governance committee’s recommendation promptly, but in any case, no later than 120 days following the certification of the unitholder vote. In consideration of the nominating and governance committee recommendation, the Board will consider the
factors considered by the nominating and governance committee and such additional information and factors the Board of the General Partner deems relevant. We will promptly publicly disclose the Board’s decision and process in a periodic or
current report filed with or furnished to the SEC.
Any director who, in accordance with the Majority Voting Policy, tenders his or her
resignation, will not participate in the nominating and governance committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such director shall remain active and engaged in all other
nominating and governance committee and Board activities, deliberations, and decisions during this nominating and governance committee and Board process.
If a majority of the members of the nominating and governance committee received a Majority Withheld Vote at the same election, then the
independent directors who are on the Board of the General Partner and who did not receive a Majority Withheld Vote will act as the Board of the General Partner for the purpose of considering the tendered resignations and will decide whether to
accept or reject them.
Communication with the Board
A holder of our units or other interested party who wishes to communicate with the directors of the General Partner may do so by sending
communications to the Board, any committee of the Board, the
non-management
directors, the Chairman of the Board, or any other director by telephone at (713)
445-3200,
or in writing to 1001 Fannin Street, Suite 2020, Houston, Texas, 77002 by marking the envelope containing each communication as “Unitholder Communication with Directors” and clearly identifying the intended recipient(s) of the
communication. Communications will be relayed to the intended recipient of the Board except in instances where it is deemed unnecessary or inappropriate to do so pursuant to our guidelines, which are available on our website at
www.blackstoneminerals.com
in the “Corporate Governance” subsection under the “Investors” section. Any communications withheld under those guidelines will nonetheless be retained and available for any director who wishes
to review them.
17
Code of Ethics
We have a Code of Business Conduct and Ethics that applies to our directors, officers, and employees as well as a Financial Code of Ethics that
applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the other senior financial officers, each as required by NYSE and SEC rules. Each of the foregoing is available on our website at
www.blackstoneminerals.com
in the “Corporate Governance” subsection of the “Investors” section. We will provide copies, free of charge, of any of the foregoing upon receipt of a written request to Investor Relations at
Black Stone Minerals, L.P., 1001 Fannin Street, Suite 2020, Houston, Texas 77002. We intend to disclose amendments to and waivers, if any, from our Code of Business Conduct and Ethics and Financial Code of Ethics, as required, on our website,
www.blackstoneminerals.co
m, promptly following the date of any such amendment or waiver.
Procedures for Review,
Approval, and Ratification of Transactions with Related Persons
Under our Code of Business Conduct and Ethics, a director is expected
to bring to the attention of the General Counsel any conflict or potential conflict of interest that may arise between the director or any affiliate of the director, on the one hand, and us or the General Partner on the other. The resolution of any
conflict or potential conflict should, at the discretion of the Board and in light of the circumstances, be determined by a majority of the disinterested directors.
In addition, under the Code of Business Conduct and Ethics, any executive officer is required to avoid conflicts of interest unless approved
in advance by the Board.
Certain Relationships and Related Party Transactions
We employ Fowler Carter, the son of Mr. Carter, the President, Chief Executive Officer, and Chairman of the General Partner, as a
Director, New Ventures, and he received total compensation from us of approximately $319,411 during the year ended December
31, 2017.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the directors and executive officers of the General Partner and persons who own more than 10%
of a registered class of our equity securities to file reports of beneficial ownership on Form 3 and reports of changes in beneficial ownership on Form 4 or Form 5 with the SEC. Based solely on our review of the reporting forms and written
representations provided to us from the individuals required to file reports, we believe that each of our executive officers and directors has complied with the applicable reporting requirements for transactions in our securities during the year
ended December 31, 2017, except as follows:
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1.
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Due to a clerical error, a Form 4 for Mr. Mathis reflecting the redemption of Series A Preferred Units was reported late on a Form 4 dated May 1, 2017.
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2.
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A gift of common units made during 2017 by Mr. Randall was reported late on a Form 5 dated March 19, 2018.
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18
EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes the rationale and policies with regard to the compensation of our
named executive officers (“Named Executive Officers” or “NEOs”) for our fiscal year ending December 31, 2017 (the “2017 Fiscal Year”). Our Named Executive Officers for the 2017 Fiscal Year include:
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Name
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Title
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Thomas L. Carter, Jr.
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President, Chief Executive Officer, and Chairman
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Jeffrey P. Wood
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Senior Vice President and Chief Financial Officer
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Holbrook F. Dorn
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Senior Vice President, Business Development
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Brock Morris
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Senior Vice President, Engineering and Geology
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Steve Putman
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Senior Vice President, General Counsel, and Secretary
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This CD&A is intended to provide context for the tabular disclosure provided in the executive compensation
tables below and to provide investors with the material information necessary to understanding our executive compensation program.
EXECUTIVE SUMMARY
Overview of Our Executive Compensation Program
In preparation for our initial public offering, the Compensation Committee of our Board (“Compensation Committee”) conducted a
thorough review of our pay philosophy, strategy, definition of the competitive market, and incentive programs to align with the Partnership’s
go-forward
business strategy. In addition, the Compensation
Committee adopted an annual review process for the Partnership’s compensation program. The most recent review of the Partnership’s compensation program was conducted in December 2017. This annual review process allows us to adjust our
position based on market conditions and our business strategy to provide continual alignment between our compensation philosophy and corporate objectives.
We use traditional compensation elements of base salary, annual and long-term incentives, and employee benefits to deliver an attractive and
competitive compensation program. We benchmark both compensation and Partnership performance in evaluating the appropriateness of pay. All executive pay programs are administered by an independent Compensation Committee, with the assistance of an
independent compensation consultant. Highlights of our executive compensation program include the following:
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What We Do
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What We Don’t Do
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✓
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Link annual incentives to the achievement of a
pre-established
performance goals
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×
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Tax gross ups
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✓
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Provide 50% of our long-term compensation in the form of performance-based incentives
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×
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“Single trigger”
change-in-control
payments
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✓
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Regularly evaluate the risks of our compensation programs
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×
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Excessive perquisites
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✓
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Maintain an independent Compensation Committee
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×
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Hedging of Partnership units
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✓
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Engage an independent compensation consultant
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×
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Guaranteed bonuses for executive officers
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✓
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Maintain a clawback policy
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✓
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Emphasize performance-based, at risk compensation
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✓
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Maintain robust unit ownership and retention guidelines
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Partnership Performance Highlights
In 2017, we exceeded our targets for Adjusted EBITDA and production per unit and fell just short of our targeted growth in proved reserves per
unit. Our Adjusted EBITDA outperformance was driven primarily by production growth. Reserves increased 7% from the end of fiscal year 2016, primarily as a result of our acquisition program. Production increased 17% year-over-year, driven by higher
gas production in the Haynesville and Wilcox plays, as well as increased oil production in the Bakken/Three Forks, Wilcox, and Wolfcamp plays. See page 65 of our Annual Report on Form
10-K
for the fiscal year
ended December 31, 2017 for a reconciliation of the
non-GAAP
financial measure of Adjusted EBITDA to the GAAP financial measure of net income.
19
Key Components of our Compensation Program and Compensation Mix
Our executive compensation program is a traditional structure that has been customized to align with the Partnership’s business and
organizational objectives. We annually evaluate the various components of our compensation program relative to the competitive market. Our compensation and benefit programs for the 2017 Fiscal Year consisted of the following key components, which
are described in greater detail below:
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•
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Short-term incentive bonuses;
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•
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Long-term incentive awards;
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•
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Severance arrangements; and
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•
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Broad-based retirement, health, and welfare benefits.
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In allocating compensation among the
various components, we emphasize performance-based,
at-risk
compensation while also providing competitive levels of fixed compensation. Long-term incentives constitute the largest portion of total compensation
and provide an important connection to common unitholder interests. We do not target a specific percentage for each element of compensation relative to total compensation. We evaluate each element against the competitive market within the parameters
of our compensation strategy. Therefore, the relative weighting of each element of our total pay mix may change over time as the competitive market moves or other market conditions that affect us change. Our resulting compensation mix reflects
alignment with our compensation strategy of competitively targeting the market for all elements of compensation.
The charts below show
the target compensation mix for Mr. Carter, our Chief Executive Officer, and the average target compensation mix of the other NEOs for the 2017 Fiscal Year.
20
2017 Realized Compensation Table
The Realized Compensation Table shown below presents the compensation actually realized by each of our NEOs during the 2017 Fiscal Year
(“Realized Compensation”) compared to the compensation required to be reported under SEC rules in the Summary Compensation Table on page 31 (“Reported Compensation”). We consider the 2017 Realized Compensation Table to be
relevant to investors because it reflects the value of compensation actually received by our NEOs during the 2017 Fiscal Year.
SEC rules
require us to report the grant-date fair value of all equity awards in the Summary Compensation Table in the year they are granted, including for performance-based equity (which is based on target achievement of the performance goals). As a result,
time-based awards (which vest ratably over three years assuming continued employment) and performance-based awards (which cliff-vest at the end of the three-year performance period assuming continued employment and the achievement of the applicable
performance goals) are included in Reported Compensation in the year they are granted even though none of the awards granted during the 2017 Fiscal Year will have been earned or vested by the end of the year. Furthermore, changes in our
performance-based award program currently require us to reflect the value of awards originally granted in 2016 and later in the year of grant but awards originally granted in 2015 and earlier in the year that they are earned. Consequently, two
separate long-term performance-based awards relating to different years are reflected in the Summary Compensation Table for the 2017 Fiscal Year. In the 2017 Realized Compensation Table below:
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•
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Realized Compensation reflects time-based restricted units (including time-based awards made in connection with the IPO) at the market value on the vesting date, while Reported Compensation would reflect those awards at
the grant date fair value in the applicable year of grant.
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•
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Performance-based awards (including short-term annual incentive awards), whether or not equity-based, are included in Realized Compensation in the year they are settled at the market value on the settlement date,
incorporating any increased or decreased value resulting from underperformance or outperformance.
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21
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Name
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Salary
($)(1)
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Vesting of LTI
Unit Awards
($)(2)
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STI Bonus
($)(3)
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EIP
($)(4)
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All Other
Compensation
($)(5)
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Total
($)
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Thomas L. Carter, Jr.
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$
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669,500
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$
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2,525,104
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$
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1,210,660
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$
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3,428,112
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$
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13,500
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$
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7,846,876
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Jeffrey P. Wood
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$
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322,500
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$
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73,383
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$
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82,551
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$
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—
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$
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13,500
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$
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491,934
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Holbrook F. Dorn
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$
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350,000
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$
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1,801,615
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$
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527,422
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$
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1,327,011
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$
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13,500
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$
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4,019,548
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Brock Morris
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$
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330,000
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$
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1,368,473
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$
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497,284
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$
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775,791
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$
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13,500
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$
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2,985,048
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Steve Putman
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$
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280,000
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$
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1,179,256
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$
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388,032
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$
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680,518
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$
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12,867
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$
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2,540,673
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(1)
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Amounts include elective deferrals made by our NEOs under the Black Stone Natural Resources Management Company 401(k) Plan (the “401(k) Plan”).
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(2)
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Amounts reflect previously granted long-term equity incentive awards that vested during 2017 in an amount equal to the number of units that vested multiplied by the price of our subordinated units or the closing price
of our common units, as applicable, on the applicable vesting date.
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(3)
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Amounts reflect short-term incentive bonus (“STI Bonus”) awards paid to each NEO in 2017, which were settled in the number of common units of the Partnership listed in the table below:
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NEO
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Number of
Common Units (#)
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Thomas L. Carter, Jr.
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69,180
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Jeffrey P. Wood
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4,717
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Holbrook F. Dorn
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30,138
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Brock Morris
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28,416
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Steve Putman
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22,173
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(4)
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Amounts reflect performance-based cash incentive awards under the BSMC 2012 Executive Incentive Plan (the “EIP”) awarded to each NEO in 2014 and paid to each NEO in 2017, which were settled in the number of
common units of the Partnership listed in the table below:
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NEO
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Number of
Common Units (#)
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Thomas L. Carter, Jr.
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195,892
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Jeffrey P. Wood
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—
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Holbrook F. Dorn
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75,829
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Brock Morris
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44,330
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Steve Putman
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38,886
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(5)
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Amounts include matching contributions made in 2017 to the NEO’s 401(k) Plan account of $13,500 for each of Messrs. Carter, Wood, Dorn, and Morris and $12,867 for Mr. Putman.
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SETTING EXECUTIVE COMPENSATION
Objectives of our Executive Compensation Program
We design our executive compensation program to support our strategic goal of paying for performance and to motivate and reward executives for
both short-term and long-term performance. The Partnership’s executive compensation program is structured to focus on the following key objectives:
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Objectives
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How We Meet Our Objectives
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Attract and retain high performing talent
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• Provide a competitive total compensation package considering base salary,
short-term and long-term incentives, and benefits.
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Motivate and reward executives
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• Provide a significant portion of each NEO’s total compensation
opportunity in the form of variable compensation.
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• Align our executive compensation with short-term and long-term performance
of the Partnership.
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22
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Objectives
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How We Meet Our Objectives
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Address the cyclicality of the oil and gas industry
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• The short-term incentive plan focuses on financial goals to encourage
executives to execute on short-term goals that lead to long-term unitholder value.
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• The long-term incentive plan utilizes a combination of performance-based
and time-based awards, balancing an emphasis on performance and retention through the business cycles.
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Align executive compensation with unitholder interests
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• The Partnership places a large emphasis on
at-risk
and variable compensation in the form of short and long-term incentives which comprise, on average, more than 85% of target total direct compensation for our NEOs.
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Peer Group
The Compensation Committee utilizes a comparative group of industry companies (the “Peer Group”) to evaluate the competitiveness of
our executive compensation program. The Peer Group represents organizations of comparable size and complexity of operations. Further, the Peer Group represents those organizations with which we compete for talent. The Compensation Committee reviews
the Peer Group annually to ensure continued appropriateness for benchmarking purposes. For the 2017 Fiscal Year, the Peer Group consisted of companies selected for comparative size, complexity, revenue, EBITDA, and market capitalization.
The Compensation Committee assesses our compensation elements using compiled Peer Group data and national compensation survey data to
establish market consensus information (“Competitive Market Data”). The Peer Group used for 2017 compensation benchmarking consisted of the following companies:
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Antero Resources Corporation
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Energen Corporation
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Parsley Energy, Inc.
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Bill Barrett Corporation
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EP Energy Corporation
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PDC Energy, Inc.
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Cabot Oil & Gas Corporation
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Gulfport Energy Corporation
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Range Resources Corporation
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Carrizo Oil & Gas, Inc.
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Laredo Petroleum, Inc.
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RSP Permian, Inc.
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Cimarex Energy Co.
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Matador Resources Company
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Sanchez Energy Corporation
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Denbury Resources Inc.
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Newfield Exploration Company
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SM Energy Company
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Diamondback Energy, Inc.
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Oasis Petroleum Inc.
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Whiting Petroleum Corporation
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Two companies were removed from our peer group used for 2016 compensation benchmarking due to acquisition (Clayton Williams
Energy, Inc. and Rice Energy Inc.) and one was removed due to its small relative size and bankruptcy filing (EXCO Resources, Inc.).
Process and Procedures for Determining Executive Compensation
Our executive compensation program is overseen by the Compensation
Committee. The Board discusses compensation issues during full board meetings, but the Compensation Committee has ultimate responsibility for making decisions relating to the compensation of our NEOs. Our Compensation Committee comprises four
members of the Board, with William G. Bardel serving as the chairperson and Michael C. Linn, John H. Longmaid, and Alexander D. Stuart serving as members. All members of the Compensation Committee meet the independence standards established by the
NYSE. The Compensation Committee Charter provides the Compensation Committee with authority to (i) review, evaluate, and determine the compensation of the CEO annually, (ii) evaluate, revise, and approve the compensation of other executive
officers, (iii) review and approve employment agreements and severance arrangements for the executive officers, (iv) review, approve, and administer incentive compensation plans and arrangements, (v) review and approve all employee
benefit plans for the Partnership, (vi) evaluate the risk of the Partnership’s incentive compensation arrangements, and (vii) review director compensation and recommend any changes to the Board. Although the above authority has been
delegated to the Compensation Committee pursuant to the Compensation Committee Charter, the Board retains full responsibility with respect to continuing oversight of the Compensation Committee and its actions. For more detailed information regarding
the Compensation Committee, the current Compensation Committee Charter is posted under the “Corporate Governance” subsection of the “Investors” section of our website at
www.blackstoneminerals.com
.
23
Our Chief Executive Officer reviews compensation for all of our NEOs other than himself and makes
compensation recommendations to the Compensation Committee. The Compensation Committee also receives information and advice from its independent compensation consultant as well as from our human resources department and management to assist in
compensation determinations. The Compensation Committee typically reviews the components of our executive officer compensation program on an annual basis and approves adjustments as it deems appropriate. The Compensation Committee then evaluates the
Chief Executive Officer’s recommendations and conducts its own independent review and evaluation of the Chief Executive Officer’s compensation and makes a final determination with respect to compensation for all NEOs based on several
factors, including individual performance, business results, and Competitive Market Data. The Compensation Committee makes all final compensation decisions for our NEOs by exercising its discretion in accepting, modifying or rejecting any management
recommendations.
The Compensation Committee generally approves any changes to base salary levels, bonus opportunities, and other annual
compensation components on or before February 28 of each fiscal year, with such changes traditionally becoming effective as of January 1 of such fiscal year.
Role of the Independent Compensation Consultant
The Compensation Committee has engaged Frederic W. Cook & Co. Inc. to serve as its independent compensation consultant. The
independent compensation consultant reports to and acts at the direction of the Compensation Committee. FW Cook provides no services for management or the Compensation Committee that are unrelated to the duties and responsibilities of the
Compensation Committee. At the request of the Compensation Committee, FW Cook has undertaken comprehensive market reviews annually, which have been utilized by the Compensation Committee when making its recommendations for the Partnership’s
compensation programs. The Compensation Committee annually reviews FW Cook’s independence under NYSE rules and has determined that FW Cook is independent.
Role of the Executive Officers
Executive
compensation decisions are typically made on an annual basis by the Compensation Committee. Our Chief Executive Officer, General Counsel, and occasionally other executive officers attend Compensation Committee meetings and assist in the process and
provide input regarding the compensation of the NEOs, other than themselves. During executive sessions of the Compensation Committee, the Chief Executive Officer, General Counsel, and any other executive officers, as well as FW Cook, are excused.
Although the Compensation Committee considers the input from Chief Executive Officer and General Counsel, the Compensation Committee makes all final determinations regarding executive compensation.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
Base Salary
Each
NEO’s base salary is a fixed component of compensation and does not vary depending on the level of performance achieved. Base salaries are determined for each NEO based on position and responsibility and are generally set at levels deemed
necessary to attract and retain individuals with superior talent commensurate with their relative expertise and experience. We review the base salaries for each NEO annually as well as at the time of any promotion or significant change in job
responsibilities, and in connection with each review, we consider individual and company performance over the course of that year. Effective January 1, 2017, the Compensation Committee approved an increase to Mr. Putman’s base salary
to align his base salary closer to the median for his position compared to the Competitive Market Data. Base salaries for all other NEOs remained unchanged. Base Salaries for our NEOs for 2016 and 2017, as well as the changes thereto, are set forth
in the table below:
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Name
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2016
Base Salary
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2017
Base Salary
|
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Base Salary
% Change
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Thomas L. Carter, Jr.
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$
|
669,500
|
|
|
$
|
669,500
|
|
|
|
0
|
%
|
|
Jeffrey P. Wood
|
|
$
|
322,500
|
|
|
$
|
322,500
|
|
|
|
0
|
%
|
|
Holbrook F. Dorn
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
|
0
|
%
|
|
Brock Morris
|
|
$
|
330,000
|
|
|
$
|
330,000
|
|
|
|
0
|
%
|
|
Steve Putman
|
|
$
|
257,500
|
|
|
$
|
280,000
|
|
|
|
9
|
%
|
24
Short-Term Incentive Bonuses
Our performance-based STI Bonus is based upon our
pay-for-performance
philosophy. The STI Bonus provides our NEOs with an incentive in the form of an annual bonus to achieve our overall business goals. These awards are
payable based on the achievement of annual financial objectives measured against our internal operating plan established at the beginning of each fiscal year. Final payouts are subject to reduction or increase by the Compensation Committee for
individual and team performance during the performance period.
Annual STI Bonus targets are measured as a percentage of each NEO’s
base salary and are reviewed and confirmed annually by the Compensation Committee. No changes were made to the annual STI Bonus target percentages for the 2017 Fiscal Year. The table below provides STI Bonus targets as a percentage of base salary
for each of our NEOs for the 2017 Fiscal Year.
|
|
|
|
|
|
|
Name
|
|
Target (as a % of
Base Salary)
|
|
|
Thomas L. Carter, Jr.
|
|
|
120
|
%
|
|
Jeffrey P. Wood
|
|
|
100
|
%
|
|
Holbrook F. Dorn
|
|
|
100
|
%
|
|
Brock Morris
|
|
|
100
|
%
|
|
Steve Putman
|
|
|
100
|
%
|
Payouts can range from 0% to 200% of the established percentage of salary, with a payout of 50% if threshold
performance is achieved, 100% if target performance is achieved, and 200% if maximum performance is achieved.
2017 STI Performance Results
The STI Bonuses for the 2017 Fiscal Year were equal to the product of each NEO’s (i) target bonus and (ii) our adjusted EBITDAX
achievement. For the 2017 Fiscal Year, the adjusted EBITDAX target established at the beginning of the performance period was $286.1 million, which reflected an increase as compared to the adjusted EBITDAX target for 2016. Actual adjusted
EBITDAX for the 2017 Fiscal Year was $306.6 million, which was further adjusted by the Compensation Committee to $308.5 million, as described below. We achieved an adjusted EBITDAX payout factor of 126.1% of target. The STI Bonus
achievement resulted in payments to participants as reflected below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Target
Bonus
Value
|
|
|
Adjusted
EBITDAX
Payout Factor
|
|
|
Actual
Bonus
Earned
|
|
|
Thomas L. Carter, Jr.
|
|
$
|
803,400
|
|
|
|
126.1
|
%
|
|
$
|
1,013,112
|
|
|
Jeffrey P. Wood
|
|
$
|
322,500
|
|
|
|
126.1
|
%
|
|
$
|
406,682
|
|
|
Holbrook F. Dorn
|
|
$
|
350,000
|
|
|
|
126.1
|
%
|
|
$
|
441,361
|
|
|
Brock Morris
|
|
$
|
330,000
|
|
|
|
126.1
|
%
|
|
$
|
416,140
|
|
|
Steve Putman
|
|
$
|
280,000
|
|
|
|
126.1
|
%
|
|
$
|
353,089
|
|
For purposes of calculating the STI Bonus, adjusted EBITDAX was calculated as the ratio of our actual adjusted
EBITDAX for the applicable year to our budgeted adjusted EBITDAX for such year, as adjusted by an Adjusted EBITDAX Payout Factor that accelerates the effect of under- or over-achievement such that an adjusted EBITDAX achievement ratio of 1.3 or more
results in a 200% maximum Adjusted EBITDAX Payout Factor, an adjusted EBITDAX achievement ratio of 0.7 results in a 50% threshold Adjusted EBITDAX Payout Factor, and an adjusted EBITDAX achievement ratio of less than 0.7 results in a 0% Adjusted
EBITDAX Payout Factor, with linear interpolations between the target (100%) and either the threshold or maximum, as applicable. For this purpose, (a) our actual adjusted EBITDAX for the 2017 Fiscal Year was calculated as the sum, subject to
further adjustment by the Compensation Committee, of our (i) net income, (ii) interest expense, (iii) income tax expense, (iv) depreciation, depletion, amortization, and impairment expense, (v) targeted compensation
associated with grants or issuances of equity interests to employees or members of the Board or associated with our incentive or retention
25
plans or agreements (whether cash or equity), and (vi) dry hole expense, as determined in accordance with GAAP, consistently applied, and further adjusted by adding cash land transactions
and reversing the effect of any actual incentive compensation charges that exceed target, and (b) our budgeted adjusted EBITDAX for the 2017 Fiscal Year was the adjusted EBITDAX amount projected in the annual budget for such year approved by
the Board.
For the 2017 Fiscal Year, the Compensation Committee determined it was appropriate to settle the STI Bonus in common units in
order to maximize our distributable cash flow during a period of low commodity prices.
Long-Term Incentives
Our long-term incentive program is designed to align the interests of executive officers with unitholders and reward executives for achievement
of long-term goals. Long-term incentives are critical to the retention of executives and provide executives an opportunity to acquire equity ownership in the Partnership. For these reasons, we place more emphasis on long-term incentive compensation
than any other compensation element.
The Compensation Committee annually reviews and determines the allocation between the long-term
incentive vehicles based on Competitive Market Data, as well as input from senior management regarding our key business drivers. For the 2017 Fiscal Year, the long-term incentive program consisted of a combination of performance-based unit awards
and time-based restricted unit awards. This reflects the Compensation Committee’s goal of aligning the interests of our NEOs with our unitholders. Long-term equity incentive awards are provided under the Black Stone Minerals, L.P. Long-Term
Incentive Plan (“LTIP”).
LTI Performance Units
One-half
of the target value of annual long-term incentive awards granted to our NEOs for the 2017
Fiscal Year consisted of long-term performance-based phantom units (“LTI Performance Units”). The Compensation Committee grants performance-based awards to drive our performance towards achievement of established goals over a three-year
performance period. The acquisition targets established by the selected performance goals are intended to encourage long-term growth and bolster the health of the Partnership’s assets. The target LTI Performance Units granted to each NEO are
reflected in the following table:
|
|
|
|
|
|
|
Name
|
|
Target LTI
Performance Units
|
|
|
Thomas L. Carter, Jr.
|
|
|
144,524
|
|
|
Jeffrey P. Wood
|
|
|
44,816
|
|
|
Holbrook F. Dorn
|
|
|
63,924
|
|
|
Brock Morris
|
|
|
47,248
|
|
|
Steve Putman
|
|
|
39,288
|
|
The LTI Performance Units granted during the 2017 Fiscal Year are measured based on the average performance
percentage attained over the performance period beginning January 1, 2017 and ending December 31, 2019. The percent of the target LTI Performance Units that will become earned upon the attainment of average performance percentage will be
determined using linear interpolation in accordance with the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
Below
Threshold
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Average Performance Percentage
|
|
< 70%
|
|
70%
|
|
100%
|
|
130%
|
|
% of Target LTI Performance Units that are Earned
|
|
0%
|
|
50%
|
|
100%
|
|
200%
|
The average performance percentage is determined by finding the mean of the “production performance
percentage” and the “reserve performance percentage” for each of the three years in the performance period. The “production performance percentage” reflects the attainment of
per-unit
production levels as a percentage of the budgeted
per-unit
production levels (as determined by the Board) for the applicable year. The “reserve performance percentage” reflects the attainment of
per-unit
proved reserve levels as a percent of the budgeted
per-unit
proved reserve levels (as determined by the Board) for the applicable year. For the 2017 Fiscal Year, the
“reserve performance percentage” was achieved at 95.75% of target and the “production performance percentage” was achieved at 100.79%, resulting in an “average performance percentage” of 98.27% of target; however the
actual performance achieved will not be determined until the completion of the three-year performance period.
26
LTI Restricted Units
One-half
of the target value of annual long-term incentive awards granted to our NEOs for the 2017
Fiscal Year consisted of restricted unit awards (“LTI Restricted Units”). The Compensation Committee grants these time-based awards to encourage and promote retention of key employees. The LTI Restricted Units granted to all NEOs on
February 15, 2017 vest ratably over a three-year period in accordance with the following table:
|
|
|
|
|
Vesting Date
|
|
Portion of the Award
that Vests
|
|
January 7, 2018
|
|
1/3
|
|
January 7, 2019
|
|
1/3
|
|
January 7, 2020
|
|
1/3
|
On January 7, 2017, Mr. Carter was granted LTI Restricted Units as a
one-time
retention incentive award. This award was provided to recognize the Board’s strong confidence in Mr. Carter’s leadership and the importance of retaining him at the Partnership. The
award vests ratably over a three-year period in accordance with the schedule provided above.
Post-Employment and Change in
Control Benefits
The NEOs have severance agreements that provide for severance payments and benefits upon certain terminations of
employment, including enhanced benefits upon certain terminations of employment following a change in control. These agreements are intended to provide protections to the NEOs in the event of certain involuntary terminations, and they assist in
recruiting and retaining high performing talent. Additionally, these agreements provide us with an opportunity to obtain
non-competes
and other restrictive covenants, providing protection to the Partnership in
the event of the termination of an NEO’s employment. For a description of the terms of the severance agreements with each of NEOs, please see the section below entitled “Potential Payments Upon Termination or a Change in Control.”
Other Benefits
We currently maintain a 401(k) Plan, which permits all eligible employees, including the NEOs, to make voluntary
pre-tax
or
after-tax
(Roth) contributions to the plan. In addition, we are permitted to make discretionary matching contributions under the plan. Matching contributions
are subject to a graded vesting schedule, with 33% vested after one year, 66% vested after two years, and 100% vested after the initial three years of employment with us. Following three years of employment, future company matching contributions
vest immediately. All contributions under the plan are subject to certain annual dollar limitations, which are periodically adjusted for changes in the cost of living.
We also provide health and welfare benefits to our NEOs on the same terms as generally offered to our employees. In addition, we reimburse the
costs associated with Mr. Carter’s club memberships; however, the aggregate cost of these memberships is less than $10,000 per year.
OTHER COMPENSATION ITEMS
Tax and Accounting Implications
We account for equity compensation expenses under the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718
(“FASB ASC Topic 718”), which requires us to estimate and record an expense for each award of equity compensation over the vesting period of the award. Accounting rules also require us to record cash compensation as an expense at the time
the obligation is accrued. Because we are a limited partnership, Section 162(m) of the Internal Revenue Code generally does not apply to compensation paid to our NEOs for services provided to us. Accordingly, the Compensation Committee does not
consider its impact in determining compensation levels. The Compensation Committee has taken into account the tax implications to us in its decision to grant long-term equity incentive compensation awards in the form of restricted units and
performance-based phantom units as opposed to options or unit appreciation rights.
27
Clawback Policy
We maintain the Black Stone Minerals, L.P. Incentive Compensation Recoupment Policy (the “Clawback Policy”). In the event of a
required restatement of the Partnership’s financial statements due to material
non-compliance
with any financial reporting requirement, the Clawback Policy provides the Board with authority to require the
reimbursement or forfeiture of unvested, performance-based equity granted pursuant to the LTIP.
Unit Ownership and
Retention Guidelines
We maintain unit ownership and retention guidelines. These guidelines require officers and
non-employee
directors to maintain a minimum level of unit ownership equal to the following:
|
|
|
|
|
Title
|
|
Ownership Guideline
|
|
Chief Executive Officer
|
|
5x annualized base salary
|
|
Senior Vice President
|
|
3x annualized base salary
|
|
Vice President
|
|
1x annualized base salary
|
|
Non-Employee
Director
|
|
5x annual retainer
|
Officers and
non-employee
directors must obtain these ownership levels
by the latest of (i) May 6, 2020, (ii) within five years of the date of the individual’s appointment as an officer or a
non-employee
director, or (iii) within five years of the date of the
individual’s promotion to a higher position listed on the table above. Until such unit ownership is achieved, we encourage officers and
non-employee
directors to retain at least 50% of the “net”
units obtained through awards granted pursuant to the LTIP. The Compensation Committee reviews current unit ownership annually. While all officers and
non-employee
directors subject to these guidelines still
have at least two years to achieve these ownership levels, as of April 19, 2018, Messrs. Carter, Dorn, Morris, Putman, two vice presidents, and all the
non-employee
directors had already achieved the
requisite unit ownership.
Risk Assessment
The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do
not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. Management reviews the risks arising from our compensation policies and
practices. The management team reviewed and discussed the design features, characteristics, performance metrics at the Partnership and segment levels and approval mechanisms of total compensation for all employees, including salaries, incentive
plans, and equity-based compensation awards, to determine whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on us.
Our compensation philosophy and culture support the use of base salary, performance-based compensation, and retirement plans that are
generally uniform in design and operation throughout our organization and with all levels of employees. These compensation policies and practices are centrally designed and administered, and are substantially identical between our business
divisions. In addition, the following specific factors, in particular, reduce the likelihood of excessive risk-taking:
|
|
•
|
|
Our overall compensation levels are competitive with the market.
|
|
|
•
|
|
Our compensation mix is balanced among (i) fixed components like salary and benefits, (ii) annual incentives that reward our overall financial performance, business unit financial performance, operational
measures, and individual performance, and (iii) a portfolio approach for equity-based awards, primarily consisting of long-term incentive performance units and long-term incentive restricted units.
|
|
|
•
|
|
Awarding our long-term incentive compensation in the form of units ties compensation to unit price performance over multiple-year periods, with equity-based awards generally vesting over three years. This minimizes the
benefit of a temporary spike in unit price.
|
|
|
•
|
|
The Compensation Committee has discretion to reduce performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our unitholders.
|
|
|
•
|
|
Executive officers are subject to certain ownership requirements, as described above, and our insider trading policy, which prohibits executive officers from engaging in short-term or speculative trading of common units
in the Partnership.
|
28
In summary, although a significant portion of the compensation provided to Named Executive
Officers is performance-based, we believe our compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees) because these programs are designed to encourage employees to remain focused on
both our short- and long-term operational and financial goals. We set performance goals that we believe are reasonable in light of our past performance and market conditions. A portion of the performance-based, variable compensation we provide is
comprised of long-term incentives in the form of long-term restricted unit awards subject to time based vesting conditions, which retains value even in a depressed market, so executives are less likely to take unreasonable risks. With respect to our
performance-based incentives, assuming achievement of at least a threshold level of performance, payouts result in some compensation at levels below full target achievement.
Actions Taken After the 2017 Fiscal Year
Effective January 1, 2018, the Compensation Committee approved an increase of Mr. Wood’s base salary from $322,500 to $350,000
to align his base salary closer to the median for his position compared to the Competitive Market Data.
In February 2018, the
Compensation Committee approved annual grants of equity and incentive compensation, pursuant to which the Named Executive Officers received (i) LTI Performance Units, which are subject to achievement of performance objectives over a performance
period beginning January 1, 2018 and ending December 31, 2020, (ii) LTI Restricted Units, which vest ratably over three years, and (iii) an STI Bonus, which is subject to the achievement of performance objectives over a performance
period beginning January 1, 2018 and ending December 31, 2018 and, unlike prior years, will settle in cash following the performance period.
29
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed our Compensation Discussion and Analysis with management. Based upon such review, the
related discussion with management and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board that our Compensation Discussion and Analysis be included in the
Partnership’s Annual Report on Form
10-K
for the year ended December 31, 2017 and in this Proxy Statement.
COMPENSATION COMMITTEE:
William G. Bardel, Chairperson
Michael C. Linn
John H. Longmaid
Alexander D. Stuart
SUMMARY COMPENSATION TABLE
The table below provides information concerning the annual compensation of our Named Executive Officers for the fiscal years ended
December 31, 2017, December 31, 2016 and December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
($)(1)
|
|
|
Bonus
($)
|
|
|
Unit
Awards
($)(2)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
|
All Other
Compensation
($)(4)
|
|
|
Total
($)
|
|
|
Thomas L. Carter, Jr.
|
|
|
2017
|
|
|
$
|
669,500
|
|
|
$
|
—
|
|
|
$
|
11,199,957
|
|
|
$
|
4,429,143
|
|
|
$
|
13,500
|
|
|
$
|
16,312,100
|
|
|
(President, Chief Executive
|
|
|
2016
|
|
|
$
|
669,500
|
|
|
$
|
—
|
|
|
$
|
5,199,998
|
|
|
$
|
4,638,772
|
|
|
$
|
13,250
|
|
|
$
|
10,521,520
|
|
|
Officer, and Chairman)
|
|
|
2015
|
|
|
$
|
669,500
|
|
|
$
|
—
|
|
|
$
|
5,398,966
|
|
|
$
|
3,653,445
|
|
|
$
|
13,250
|
|
|
$
|
9,735,161
|
|
|
Jeffrey P. Wood
|
|
|
2017
|
|
|
$
|
322,500
|
|
|
$
|
—
|
|
|
$
|
1,612,510
|
|
|
$
|
406,682
|
|
|
$
|
13,500
|
|
|
$
|
2,355,192
|
|
|
(Senior Vice President and
|
|
|
2016
|
|
|
$
|
54,991
|
|
|
$
|
75,000
|
(5)
|
|
$
|
403,108
|
|
|
$
|
82,551
|
|
|
$
|
2,750
|
|
|
$
|
618,400
|
|
|
Chief Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holbrook F. Dorn
|
|
|
2017
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
2,299,986
|
|
|
$
|
1,952,298
|
|
|
$
|
13,500
|
|
|
$
|
4,615,784
|
|
|
(Senior Vice President,
|
|
|
2016
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
2,299,996
|
|
|
$
|
1,854,433
|
|
|
$
|
13,250
|
|
|
$
|
4,517,679
|
|
|
Business Development)
|
|
|
2015
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
7,449,545
|
|
|
$
|
1,449,966
|
|
|
$
|
13,250
|
|
|
$
|
9,262,761
|
|
|
Brock Morris
|
|
|
2017
|
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
1,699,983
|
|
|
$
|
1,532,919
|
|
|
$
|
13,500
|
|
|
$
|
3,576,402
|
|
|
(Senior Vice President,
|
|
|
2016
|
|
|
$
|
330,000
|
|
|
$
|
—
|
|
|
$
|
1,699,988
|
|
|
$
|
1,273,075
|
|
|
$
|
13,250
|
|
|
$
|
3,316,313
|
|
|
Engineering and Geology)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Putman
|
|
|
2017
|
|
|
$
|
280,000
|
|
|
$
|
—
|
|
|
$
|
1,413,582
|
|
|
$
|
1,207,097
|
|
|
$
|
12,867
|
|
|
$
|
2,913,546
|
|
|
(Senior Vice President,
|
|
|
2016
|
|
|
$
|
257,500
|
|
|
$
|
—
|
|
|
$
|
1,299,982
|
|
|
$
|
1,068,550
|
|
|
$
|
12,875
|
|
|
$
|
2,638,907
|
|
|
General Counsel, and Secretary)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts include elective deferrals made by our NEOs under the 401(k) Plan.
|
|
(2)
|
Amounts for 2015 reflect the grant date fair value of awards granted in 2015, computed in accordance with FASB ASC Topic 718, which includes the converted restricted unit awards and
one-time
awards granted in connection with our initial public offering. Amounts for 2016 and 2017 reflect the grant date fair value of LTI restricted units and LTI performance units granted in 2016 and 2017,
respectively, computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements for additional detail regarding assumptions underlying the value of these equity awards.
|
|
(3)
|
Amounts reflect (i) STI Bonus awards earned by each NEO in 2015, 2016, and 2017 and (ii) performance-based cash incentive awards under the EIP awarded to each NEO in each of 2013, 2014, and 2015, and earned,
respectively, in 2015, 2016, and 2017. Unlike in prior years, the performance-based awards granted to NEOs in the fiscal year ending December 31, 2016 and the 2017 Fiscal Year were granted in the form of LTI performance units and are reflected
in the “Unit Awards” column in the year of grant. For 2017, the amounts reflected in this column were settled in the number of common units of the Partnership listed in the table below:
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STI Bonus
|
|
|
EIP
|
|
|
NEO
|
|
Amount ($)
|
|
|
Number of
Common Units (#)
|
|
|
Amount ($)
|
|
|
Number of
Common Units (#)
|
|
|
Thomas L. Carter, Jr.
|
|
$
|
1,013,112
|
|
|
|
56,440
|
|
|
$
|
3,416,031
|
|
|
|
190,308
|
|
|
Jeffrey P. Wood
|
|
$
|
406,682
|
|
|
|
22,656
|
|
|
$
|
—
|
|
|
|
—
|
|
|
Holbrook F. Dorn
|
|
$
|
441,361
|
|
|
|
24,588
|
|
|
$
|
1,510,937
|
|
|
|
84,174
|
|
|
Brock Morris
|
|
$
|
416,140
|
|
|
|
23,183
|
|
|
$
|
1,116,779
|
|
|
|
62,216
|
|
|
Steve Putman
|
|
$
|
353,089
|
|
|
|
19,670
|
|
|
$
|
854,008
|
|
|
|
47,577
|
|
|
(4)
|
Amounts reported in the “All Other Compensation” column include matching contributions to the NEO’s 401(k) Plan account of $13,500 for each of Messrs. Carter, Wood, Dorn, and Morris and $12,867 for Mr.
Putman.
|
|
(5)
|
In connection with his appointment as Senior Vice President and Chief Financial Officer in 2016, Mr. Wood received a
one-time
signing bonus of $75,000.
|
Grants of Plan-Based Awards for the 2017 Fiscal Year
The following table includes information about awards granted to our NEOs during 2017, including 2017 STI Bonus awards, LTI performance unit
awards, and LTI restricted unit awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
|
|
All Other
Stock Awards:
Number of
Shares of Stock
or Units
(#)(3)
|
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
|
|
|
Name
|
|
Grant
Date
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
|
|
Thomas L. Carter, Jr.
|
|
|
|
|
|
$
|
401,700
|
|
|
$
|
803,400
|
|
|
$
|
1,606,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,262
|
|
|
|
144,524
|
|
|
|
289,048
|
|
|
|
|
|
|
$
|
2,599,987
|
|
|
|
|
|
1/7/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
312,825
|
|
|
$
|
5,999,984
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,524
|
|
|
$
|
2,599,987
|
|
|
Jeffrey P. Wood
|
|
|
|
|
|
$
|
161,250
|
|
|
$
|
322,500
|
|
|
$
|
645,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,408
|
|
|
|
44,816
|
|
|
|
89,632
|
|
|
|
|
|
|
$
|
806,240
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,816
|
|
|
$
|
806,240
|
|
|
Holbrook F. Dorn
|
|
|
|
|
|
$
|
175,000
|
|
|
$
|
350,000
|
|
|
$
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,962
|
|
|
|
63,924
|
|
|
|
127,848
|
|
|
|
|
|
|
$
|
1,149,993
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,924
|
|
|
$
|
1,149,993
|
|
|
Brock Morris
|
|
|
|
|
|
$
|
165,000
|
|
|
$
|
330,000
|
|
|
$
|
660,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,624
|
|
|
|
47,248
|
|
|
|
94,496
|
|
|
|
|
|
|
$
|
849,992
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,248
|
|
|
$
|
849,992
|
|
|
Steve Putman
|
|
|
|
|
|
$
|
140,000
|
|
|
$
|
280,000
|
|
|
$
|
560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,644
|
|
|
|
39,288
|
|
|
|
78,576
|
|
|
|
|
|
|
$
|
706,791
|
|
|
|
|
|
2/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,288
|
|
|
$
|
706,791
|
|
|
(1)
|
Amounts in these columns represent the threshold, target, and maximum estimated payouts for STI Bonus awards. The actual value of bonuses paid to our NEOs for 2017 under this program can be found in the
“Non-Equity
Incentive Plan Compensation” column of the Summary Compensation Table above.
|
|
(2)
|
Amounts in these columns represent the number of LTI performance units granted in 2017 that would vest upon the achievement of a threshold, target, or maximum level of performance. The actual number of performance units
that will vest will not be determinable until the close of the three-year vesting period on December 31, 2019 and will depend on production levels and reserve amounts over that period.
|
|
(3)
|
This column includes the number of LTI restricted units granted our NEOs during 2017.
|
|
(4)
|
The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. Please see Note 9 to our consolidated financial statements for additional detail
regarding assumptions underlying the value of these equity awards.
|
Outstanding Equity Awards at 2017 Fiscal
Year-End
The following table reflects information regarding outstanding unvested common and
subordinated units held by our NEOs as of December 31, 2017.
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit Awards
|
|
|
Name
|
|
Number of Units
that Have Not
Vested (#)(1)
|
|
|
Market Value of
Units that Have
Not Vested ($)(2)
|
|
|
Equity Incentive
Plan Awards:
Number of
Unearned Units
that Have Not
Vested (#)(1)
|
|
|
Equity Incentive
Plan Awards:
Market Value of
Unearned Units
that Have Not
Vested ($)(2)
|
|
|
Thomas L. Carter, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Common Units
|
|
|
20,502
|
(3)
|
|
$
|
367,806
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Subordinated Units
|
|
|
26,853
|
(4)
|
|
$
|
413,517
|
|
|
|
|
|
|
|
|
|
|
IPO Performance Units
|
|
|
|
|
|
|
|
|
|
|
196,430
|
(8)
|
|
$
|
3,523,954
|
|
|
2016 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
462,222
|
(9)
|
|
$
|
8,292,263
|
|
|
2017 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
144,524
|
(10)
|
|
$
|
2,592,761
|
|
|
2016 LTI Restricted Units
|
|
|
154,074
|
(5)
|
|
$
|
2,764,088
|
|
|
|
|
|
|
|
|
|
|
2017 LTI Restricted Units
|
|
|
457,349
|
(6)
|
|
$
|
8,204,841
|
|
|
|
|
|
|
|
|
|
|
Jeffrey P. Wood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
22,956
|
(9)
|
|
$
|
411,831
|
|
|
2017 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
44,816
|
(10)
|
|
$
|
803,999
|
|
|
2016 LTI Restricted Units
|
|
|
7,652
|
(5)
|
|
$
|
137,277
|
|
|
|
|
|
|
|
|
|
|
2017 LTI Restricted Units
|
|
|
44,816
|
(6)
|
|
$
|
803,999
|
|
|
|
|
|
|
|
|
|
|
Holbrook F. Dorn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Common Units
|
|
|
9,068
|
(3)
|
|
$
|
162,680
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Subordinated Units
|
|
|
11,878
|
(4)
|
|
$
|
182,913
|
|
|
|
|
|
|
|
|
|
|
IPO Performance Units
|
|
|
|
|
|
|
|
|
|
|
221,050
|
(8)
|
|
$
|
3,965,637
|
|
|
2016 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
204,444
|
(9)
|
|
$
|
3,667,725
|
|
|
2017 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
63,924
|
(10)
|
|
$
|
1,146,797
|
|
|
IPO Restricted Units
|
|
|
82,889
|
(7)
|
|
$
|
1,487,029
|
|
|
|
|
|
|
|
|
|
|
2016 LTI Restricted Units
|
|
|
68,148
|
(5)
|
|
$
|
1,222,575
|
|
|
|
|
|
|
|
|
|
|
2017 LTI Restricted Units
|
|
|
63,924
|
(6)
|
|
$
|
1,146,797
|
|
|
|
|
|
|
|
|
|
|
Brock Morris
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Common Units
|
|
|
6,703
|
(3)
|
|
$
|
120,252
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Subordinated Units
|
|
|
8,779
|
(4)
|
|
$
|
135,190
|
|
|
|
|
|
|
|
|
|
|
IPO Performance Units
|
|
|
|
|
|
|
|
|
|
|
184,120
|
(8)
|
|
$
|
3,303,113
|
|
|
2016 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
151,110
|
(9)
|
|
$
|
2,710,913
|
|
|
2017 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
47,248
|
(10)
|
|
$
|
847,629
|
|
|
IPO Restricted Units
|
|
|
69,041
|
(7)
|
|
$
|
1,238,596
|
|
|
|
|
|
|
|
|
|
|
2016 LTI Restricted Units
|
|
|
50,370
|
(5)
|
|
$
|
903,638
|
|
|
|
|
|
|
|
|
|
|
2017 LTI Restricted Units
|
|
|
47,248
|
(6)
|
|
$
|
847,629
|
|
|
|
|
|
|
|
|
|
|
Steve Putman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Common Units
|
|
|
5,126
|
(3)
|
|
$
|
91,960
|
|
|
|
|
|
|
|
|
|
|
Converted Restricted Subordinated Units
|
|
|
6,713
|
(4)
|
|
$
|
103,375
|
|
|
|
|
|
|
|
|
|
|
IPO Performance Units
|
|
|
|
|
|
|
|
|
|
|
178,032
|
(8)
|
|
$
|
3,193,894
|
|
|
2016 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
115,554
|
(9)
|
|
$
|
2,073,039
|
|
|
2017 LTI Performance Units
|
|
|
|
|
|
|
|
|
|
|
39,288
|
(10)
|
|
$
|
704,827
|
|
|
IPO Restricted Units
|
|
|
66,758
|
(7)
|
|
$
|
1,197,639
|
|
|
|
|
|
|
|
|
|
|
2016 LTI Restricted Units
|
|
|
38,518
|
(5)
|
|
$
|
691,013
|
|
|
|
|
|
|
|
|
|
|
2017 LTI Restricted Units
|
|
|
39,288
|
(6)
|
|
$
|
704,827
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The equity awards disclosed in this Outstanding Equity Awards at 2017 Fiscal
Year-End
table are denominated in common units, except with respect to certain converted awards in our
predecessor which are denominated in subordinated units.
|
|
(2)
|
Reflects the market value of our common units and, where applicable, subordinated units underlying each NEO’s equity awards, computed, in the case of common units, based on the closing price of our common units on
December 29, 2017, which was $17.94 per common unit, and, in the case of subordinated units, calculated using a value discounted from the
30-day
volume-weighted average price of the common units for the
period ending on December 31, 2017.
|
|
(3)
|
Each NEO’s outstanding converted restricted common units vested on March 15, 2018.
|
|
(4)
|
Each NEO’s outstanding converted restricted subordinated units vested on March 15, 2018.
|
|
(5)
|
One half of each NEO’s outstanding 2016 LTI restricted units vested on January 7, 2018, and the remainder of each NEO’s outstanding 2016 LTI restricted units will vest on January 7, 2019, so long as
the NEO remains employed by the General Partner or one of its affiliates on such date.
|
|
(6)
|
One third of each NEO’s outstanding 2017 LTI restricted units vested on January 7, 2018, and the remainder of each NEO’s outstanding 2017 LTI restricted units will vest ratably on January 7, 2019 and
January 7, 2020, in each case, so long as the NEO remains employed by the General Partner or one of its affiliates on such dates.
|
32
|
(7)
|
One half of each NEO’s outstanding IPO restricted units vested on March 15, 2018, and the remainder of each NEO’s outstanding IPO restricted units will vest on March 15, 2019, so long as the NEO
remains employed by the General Partner or one of its affiliates on such date.
|
|
(8)
|
A portion of each NEO’s IPO performance units became earned at the end of the performance period on March 31, 2018 based upon the level of achievement of the applicable performance conditions. The remainder
may become earned over the remaining
12-month
performance period ending March 31, 2019 (subject to a
make-up
performance period in respect of the last performance
period) depending upon the level of achievement of the applicable performance conditions and, in each case, so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date. The number of units
reported in this column assumes that our adjusted operating surplus for each performance period is achieved at the maximum level, which may not be representative of the actual payouts that will occur upon the settlement of these IPO performance
units, as such actual payouts may be significantly less.
|
|
(9)
|
Each NEO’s outstanding 2016 LTI performance units will become earned over the three-year performance period ending December 31, 2018 depending on the level of achievement of the applicable performance
conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date. The number of units reported in this column assumes that our production and reserve percentages for each performance
period are achieved at the maximum level, which may not be representative of the actual payouts that will occur upon the settlement of these 2016 LTI performance units, as such actual payouts may be significantly less.
|
|
(10)
|
Each NEO’s outstanding 2017 LTI performance units will become earned over the three-year performance period ending December 31, 2019 depending on the level of achievement of the applicable performance
conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date. The number of units reported in this column assumes that our production and reserve percentages for each performance
period are achieved at the target level, which may not be representative of the actual payouts that will occur upon the settlement of these 2017 LTI performance units, as such actual payouts may be significantly less or significantly more.
|
Option Exercise and Units Vested in the 2017 Fiscal Year
The following table provides information, on an aggregate basis, about the NEOs awards that vested during the fiscal year ended
December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Awards
|
|
|
Name
|
|
Number of
Units
Acquired on
Vesting (#)
|
|
|
Value
Realized on
Vesting ($)(1)
|
|
|
Thomas L. Carter, Jr.
|
|
|
164,025
|
|
|
$
|
2,525,104
|
|
|
Jeffrey P. Wood
|
|
|
3,826
|
|
|
$
|
73,383
|
|
|
Holbrook F. Dorn
|
|
|
111,805
|
|
|
$
|
1,801,615
|
|
|
Brock Morris
|
|
|
84,156
|
|
|
$
|
1,368,473
|
|
|
Steve Putman
|
|
|
72,345
|
|
|
$
|
1,179,256
|
|
|
(1)
|
The amounts reported in this column equal the number of units vested multiplied by the price of our subordinated units and the closing price of our common units, as applicable, on the applicable vesting date.
|
Pension Benefits and Nonqualified Deferred Compensation
We have not maintained, and do not currently maintain, a defined benefit pension plan or a nonqualified deferred compensation plan providing
for retirement benefits.
Potential Payments Upon Termination or a Change in Control
Each of our NEOs may be entitled to certain severance and other benefits upon a termination of employment under the terms of their respective
award agreements and severance agreements, as described in further detail below. The description of the relevant terms of such award agreements and severance agreements set forth below does not purport to be a complete description of all of the
provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed.
33
Severance Agreements
Each of our NEOs entered into a severance agreement with an affiliate of the General Partner in connection with the IPO or, for Mr. Wood,
in connection with the commencement of his employment, that, among other things, provides for the payment of cash severance payments and benefits in the event the NEO’s employment is terminated under certain circumstances.
More specifically, each NEO’s severance agreement provides that if the NEO experiences a “qualifying termination,” then so long
as the NEO executes (and does not revoke within any time provided to do so) a release in a form satisfactory to us within the applicable time period specified in the severance agreement, the NEO will receive the following severance payments and
benefits: (a) a lump sum cash severance payment equal to the sum of: (i) an amount equal to 1.0 (or, in the case of Mr. Carter, 2.0) times the sum of the NEO’s annualized base salary and target annual bonus as in effect on the
date of such termination (or, if such termination occurs within 24 months following a “change in control,” an amount equal to 2.0 (or, in the case of Mr. Carter, 3.0) times the sum of the NEO’s annualized base salary and target
annual bonus as in effect on the date of such termination); (ii) a
pro-rated
portion of the NEO’s target bonus for the calendar year that includes the date of such termination; and (iii) any earned
but unpaid bonus for the calendar year preceding the calendar year that includes the date of such termination; and (b) monthly cash reimbursement for the amount the NEO pays for continuation coverage under our affiliates’ group health
plans for up to 12 months following such termination (or, if such termination occurs within 24 months following a change in control, for up to 24 months following such termination).
Under each severance agreement:
|
|
•
|
|
“cause” generally means a determination by
two-thirds
of the Board that the applicable NEO has: (a) willfully and continually failed to substantially perform the
officer’s duties; (b) willfully engaged in conduct that is demonstrably and materially injurious to us or any of our affiliates; (c) been convicted of, or has plead guilty or nolo contendere to, a misdemeanor involving moral turpitude
or a felony; (d) committed an act of fraud, or material embezzlement or material theft; or (e) materially breached any of the officer’s obligations under the severance agreement or any other written agreement entered into between the
officer and us or any of our affiliates;
|
|
|
•
|
|
“good reason” generally means the occurrence of any of the following events without the applicable NEO’s written consent: (a) a reduction in the officer’s total compensation other than a general
reduction in compensation that affects all similarly situated employees in substantially the same proportions; (b) a relocation of the officer’s principal place of employment by more than 50 miles; (c) a material breach by us or any
of our affiliates of the severance agreement or any other written agreement with the officer; (d) a material, adverse change in the officer’s title, authority, duties or responsibilities; (e) a material adverse change in the reporting
structure applicable to the officer; (f) following a change in control, the failure to continue (or the taking of any action that adversely affects the officer’s participation in) any benefit plan or compensation arrangement in which the
officer was participating immediately prior to such change in control; or (g) in the case of Mr. Carter, the General Partner’s failure to nominate Mr. Carter for election to the Board and to use its best efforts to have
Mr. Carter elected and
re-elected,
as applicable;
|
|
|
•
|
|
“change in control” generally means (a) the acquisition of beneficial ownership of more than 50% of our common units and subordinated units; (b) the complete liquidation of the partnership;
(c) the sale of all or substantially all of our assets to any person other than one of our affiliates; (d) the occurrence of a transaction resulting in the General Partner or one of its affiliates ceasing to be our sole general partner;
(e) the failure of the individuals who constitute the “incumbent board” of the General Partner to constitute at least a majority of the Board; or (f) the occurrence of a transaction resulting in us ceasing to own, directly or
indirectly, 100% of the outstanding equity interests of the General Partner; and
|
|
|
•
|
|
“qualifying termination” general means a termination without “cause” (other than a termination due to death or disability) or the NEO’s resignation for “good reason.”
|
The severance agreements also contain certain restrictive covenants pursuant to which our NEOs recognize an obligation to
comply with, among other things, certain confidentiality covenants and covenants not to compete in a defined market area with us or any of our affiliates or solicit any of our affiliates’ employees, in each case, during the term of the
agreement and for a period of one year (or, in the case of Mr. Carter, two years) thereafter.
34
Converted Restricted Unit Agreements
In addition, pursuant to the converted restricted unit agreements, if a NEO’s employment is terminated without “cause” or if the
NEO resigns for “good reason,” subject to the NEO’s execution and
non-revocation
of a release, a
pro-rated
portion of the NEO’s unvested common units
and unvested subordinated units will become vested as of such termination so long as the NEO has remained continuously employed between the date of grant through the date of such termination of employment; provided that if such termination of
employment occurs within 24 months following a “change of control” or such termination occurs as a result of the NEO’s “disability” or death, all of the NEO’s unvested common units and unvested subordinated units will
become vested as of such termination. For purposes of the converted restricted unit agreements, “cause,” “good reason,” and “change of control” generally have the same meanings provided above under the severance
agreements.
IPO Award Agreements
Under each NEO’s IPO performance award agreements, if the NEO experiences a “qualifying termination” and such termination of
employment occurs prior to March 31, 2020, subject to the NEO’s execution and
non-revocation
of a release, (i) all unearned performance units that would have become earned in the performance
period that includes the date of such termination of employment (based on
year-to-date
annualized performance for such performance period) will become earned as of the
date of such termination of employment and (ii) the NEO will also be entitled to receive a lump sum cash “true up” payment with respect to each such earned performance unit equal to the cumulative amount of cash distributions that
would have been paid to the NEO by us in respect of a common unit if the NEO had held a common unit during the period commencing on the date of grant of the performance units and ending on the date of the NEO’s termination of employment. If a
NEO’s employment is terminated as a result of the NEO’s “disability” or death and such termination of employment occurs prior to March 31, 2020, (x) all unearned performance units that would have become earned in the
performance period that includes the date of such termination (determined based on actual performance for such performance period) will become earned as of the date on which the compensation committee of the Board determines our adjusted operating
surplus (and, if applicable, whether the subordination period has expired) for such performance period; and (y) with respect to each unearned performance unit, if any, that becomes earned pursuant to the preceding clause (x), the NEO will
receive the true up payment described in clause (ii) of the prior sentence.
In addition, pursuant to Messrs. Dorn, Putman, and
Morris’s IPO restricted unit award agreements, if the NEO experiences a “qualifying termination,” subject to the NEO’s compliance with a release requirement, a
pro-rated
portion of the
NEO’s unvested common units will become vested as of such termination so long as the NEO has remained continuously employed between the date of grant through the date of such termination of employment; provided that if such termination of
employment occurs within 24 months following a “change of control” or such termination occurs as a result of the NEO’s “disability” or death, all of the NEO’s unvested common units will become vested as of such
termination.
For purposes of the IPO award agreements for both the performance units and the restricted units described above,
“change of control,” “disability” and “qualifying termination” generally have the same meanings provided above under the severance agreements.
LTI Award Agreements
Under each NEO’s LTI performance unit award agreements, if the NEO experiences a “qualifying termination” that is not within 24
months following a “change of control,” subject to the NEO’s execution and
non-revocation
of a release, the performance period shall be deemed to have ended as of the date of such termination
and a
pro-rated
portion of the NEO’s performance units will become earned based on actual performance through the date of such termination. If a NEO’s employment is terminated as a result of the
NEO’s “disability” or death or if the “qualifying termination” occurs within 24 months following a “change of control,” the NEO’s performance units will become earned based on actual performance through the
date of such termination and assuming target performance for the remainder of the performance period. In each case, the NEO will also be entitled to receive additional common units equal to the value of the cumulative amount of cash distributions
that would have been paid to the NEO by us in respect of a common unit if the NEO had held a common unit during the period commencing on the date of grant of the performance units and ending on the date of termination of the NEO’s employment.
35
Under each NEO’s LTI restricted unit award agreements, if the NEO experiences a
“qualifying termination,” subject to the NEO’s compliance with a release requirement, a
pro-rated
portion of the NEO’s unvested common units will become vested as of such termination, so
long as the NEO has remained continuously employed between the date of grant through the date of such termination of employment; provided that if such termination of employment occurs within 24 months following a “change of control” or
such termination occurs as a result of the NEO’s “disability” or death, all of the NEO’s unvested common units will become vested as of such termination.
For purposes of the LTI award agreements for both the performance units and the restricted units described above, “change of
control,” “disability” and “qualifying termination” generally have the same meanings provided above under the severance agreements.
The table below discloses the amount of compensation and/or other benefits due to the NEOs in the event of their termination of employment,
including, but not limited to, in connection with a change in control.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Termination without
Cause or Resignation
for Good Reason
|
|
|
Termination without
Cause or Resignation
for Good Reason
within 24 months
following a Change
in
Control
|
|
|
Death or Disability
|
|
|
Thomas L. Carter, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1)
|
|
$
|
3,749,200
|
|
|
$
|
5,222,100
|
|
|
$
|
—
|
|
|
Equity Acceleration (2)
|
|
$
|
9,140,803
|
|
|
$
|
19,456,728
|
|
|
$
|
19,456,728
|
|
|
DER True Up Payment Value (3)
|
|
$
|
545,049
|
|
|
$
|
837,651
|
|
|
$
|
837,651
|
|
|
Continued Medical Coverage (4)
|
|
$
|
22,548
|
|
|
$
|
45,096
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
13,457,600
|
|
|
$
|
25,561,575
|
|
|
$
|
20,294,379
|
|
|
Jeffrey P. Wood
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1)
|
|
$
|
967,500
|
|
|
$
|
1,612,500
|
|
|
$
|
—
|
|
|
Equity Acceleration (2)
|
|
$
|
714,837
|
|
|
$
|
1,977,849
|
|
|
$
|
1,977,849
|
|
|
DER True Up Payment Value (3)
|
|
$
|
31,651
|
|
|
$
|
73,188
|
|
|
$
|
73,188
|
|
|
Continued Medical Coverage (4)
|
|
$
|
37,920
|
|
|
$
|
75,840
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
1,751,908
|
|
|
$
|
3,739,377
|
|
|
$
|
2,051,037
|
|
|
Holbrook F. Dorn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1)
|
|
$
|
1,050,000
|
|
|
$
|
1,750,000
|
|
|
$
|
—
|
|
|
Equity Acceleration (2)
|
|
$
|
4,019,201
|
|
|
$
|
7,815,492
|
|
|
$
|
7,815,492
|
|
|
DER True Up Payment Value (3)
|
|
$
|
272,185
|
|
|
$
|
401,607
|
|
|
$
|
401,607
|
|
|
Continued Medical Coverage (4)
|
|
$
|
37,920
|
|
|
$
|
75,840
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
5,379,306
|
|
|
$
|
10,042,939
|
|
|
$
|
8,217,099
|
|
|
Brock Morris
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1)
|
|
$
|
990,000
|
|
|
$
|
1,650,000
|
|
|
$
|
—
|
|
|
Equity Acceleration (2)
|
|
$
|
3,057,082
|
|
|
$
|
5,947,787
|
|
|
$
|
5,947,787
|
|
|
DER True Up Payment Value (3)
|
|
$
|
205,987
|
|
|
$
|
301,644
|
|
|
$
|
301,644
|
|
|
Continued Medical Coverage (4)
|
|
$
|
37,920
|
|
|
$
|
75,840
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
4,290,989
|
|
|
$
|
7,975,271
|
|
|
$
|
6,249,431
|
|
|
Steve Putman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1)
|
|
$
|
840,000
|
|
|
$
|
1,400,000
|
|
|
$
|
—
|
|
|
Equity Acceleration (2)
|
|
$
|
2,528,215
|
|
|
$
|
4,968,359
|
|
|
$
|
4,968,359
|
|
|
DER True Up Payment Value (3)
|
|
$
|
167,378
|
|
|
$
|
243,053
|
|
|
$
|
243,053
|
|
|
Continued Medical Coverage (4)
|
|
$
|
37,920
|
|
|
$
|
75,840
|
|
|
$
|
—
|
|
|
TOTAL
|
|
$
|
3,573,513
|
|
|
$
|
6,687,252
|
|
|
$
|
5,211,412
|
|
|
(1)
|
The amounts reported in this row are calculated based upon the NEO’s base salary at the time of termination and target STI Bonus at the time of termination multiplied by the applicable multiplier and paid in a
lump-sum,
as described in the narrative above.
|
|
(2)
|
The amounts reported in this row were calculated by multiplying the number of performance units and restricted units that would accelerate under the applicable termination scenario by $17.94, the closing price of our
common units on December 29, 2017, or $15.40, the value of our subordinated units determined using a value discounted from the
30-day
volume-weighted average price of our common units for the period
ending on December 31, 2017, as applicable, based on performance as of December 31, 2017. Any actual payout received will be determined by the Compensation Committee at the time the NEO actually terminates in accordance with the terms of
the applicable agreement.
|
36
|
(3)
|
The amounts reported in this row are calculated based on the distributions paid to our unitholders with respect to each outstanding common unit during the applicable performance period multiplied by the number of
performance units which would accelerate upon the applicable termination scenario.
|
|
(4)
|
The continued medical coverage amount is based on 2017 premiums and each NEO’s elected coverage for medical, dental, and vision insurance, which is assumed for purposes of this table to remain the same for 12
months and 24 months, as applicable.
|
Director Compensation
Officers or employees of the General Partner or any of its affiliates who also serve as directors of the General Partner will not receive
additional compensation for such service. Each director of the General Partner who is not an officer or employee of the General Partner or any of its affiliates receives the following cash compensation:
|
|
•
|
|
an annual base retainer fee of $75,000 per year;
|
|
|
•
|
|
an additional retainer of $20,000 per year if such director serves as the chairperson of the audit committee;
|
|
|
•
|
|
an additional retainer of $15,000 per year if such director serves as the chairperson of the compensation committee; and
|
|
|
•
|
|
an additional retainer of $10,000 per year if such director serves as the chairperson of any other committee.
|
In addition to cash compensation, our
non-employee
directors receive annual equity-based compensation
under the LTIP consisting of fully vested common units. Such awards have an aggregate grant date value equal to $175,000 and will be subject to the terms and conditions of the LTIP and the award agreements pursuant to which such awards are granted.
In the year in which a new
non-employee
director is elected to the Board for the first time, such director will also receive a
one-time
initial award under the LTIP with
a grant date value equal to $100,000, subject to the terms and conditions of the LTIP and the award agreement pursuant to which such award is granted.
All retainers are paid in cash on a quarterly basis in arrears, subject to a
non-employee
director’s election to instead receive such retainers in the form of fully vested common units. Our
non-employee
directors do not receive any meeting fees, but each director is reimbursed for
(i) travel and miscellaneous expenses to attend meetings and activities of the Board or its committees and (ii) travel and miscellaneous expenses related to participation in general education and orientation programs for directors.
Director Compensation Table
The following table provides information concerning the compensation of our
non-employee
directors for
the fiscal year ended December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($)(1)
|
|
|
Unit Awards ($)(2)
|
|
|
Total ($)
|
|
|
William G. Bardel
|
|
$
|
90,000
|
|
|
$
|
175,000
|
|
|
$
|
265,000
|
|
|
Carin M. Barth
|
|
$
|
95,000
|
|
|
$
|
175,000
|
|
|
$
|
270,000
|
|
|
D. Mark DeWalch
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
Ricky J. Haeflinger (3)
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
Jerry V. Kyle, Jr.
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
Michael C. Linn
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
John H. Longmaid
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
William N. Mathis
|
|
$
|
85,000
|
|
|
$
|
175,000
|
|
|
$
|
260,000
|
|
|
Alexander D. Stuart
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
Allison K. Thacker
|
|
$
|
75,000
|
|
|
$
|
175,000
|
|
|
$
|
250,000
|
|
|
William Randall (4)
|
|
$
|
42,239
|
|
|
$
|
100,000
|
|
|
$
|
142,239
|
|
|
(1)
|
Includes annual cash retainer fee and committee chair fees for each
non-employee
director during fiscal 2017, as more fully explained above. Messrs. Bardel, Kyle, and Mathis
elected to receive their retainer and meeting fees in common units in lieu of cash.
|
37
|
(2)
|
The amounts reflected in this column represent the grant date fair value of common units granted to the
non-employee
directors of the General Partner, computed in accordance with
FASB ASC Topic 718, and include fully vested common units granted in January 2017 (or June 2017 for Mr. Randall). See Note 9 to our consolidated financial statements for additional detail regarding assumptions underlying the value of these
equity awards.
|
|
(3)
|
Mr. Haeflinger has agreed or is obligated to transfer all or a portion of the compensation payable to him for his service on the Board to the Mayo Clinic.
|
|
(4)
|
Mr. Randall was elected to the Board of the General Partner effective June 8, 2017.
|
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information about our common units that may be issued under equity compensation plans as of December 31,
2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)
|
|
|
Weighted-average exercise
price of outstanding
options, warrants and
rights (2)
|
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities
reflected in column
(a)) (3)
|
|
|
Equity compensation plans approved by security holders
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
Equity compensation plans not approved by security holders
|
|
|
2,914,712
|
|
|
$
|
—
|
|
|
|
8,664,020
|
|
|
Total
|
|
|
2,914,712
|
|
|
$
|
—
|
|
|
|
8,664,020
|
|
|
(1)
|
This column reflects the maximum number of common units subject to performance unit awards granted under the LTIP outstanding and unvested as of December 31, 2017. Because the number of common units to be issued
upon settlement of outstanding performance unit awards is subject to performance conditions, the number of common units actually issued may be substantially less than the number reflected in this column. No options or warrants have been granted
under the LTIP.
|
|
(2)
|
No options have been granted under the LTIP and performance unit awards reflected in column (a) are not reflected in this column as they do not have an exercise price.
|
|
(3)
|
This column reflects the total number of common units remaining available for issuance under the LTIP.
|
Our only equity compensation plan is the LTIP. The LTIP was approved by the General Partnership prior to our initial public offering but has
not been approved by our public unitholders. Please read Note 9 to our consolidated financial statements for a description of our equity compensation plans. In addition, a detailed description of the terms of the LTIP is available in our
registration statement on Form
S-1,
last filed on April 22, 2015 under the heading “Executive Compensation and Other Information—Long Term Incentive Plan.”
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation
S-K,
we are providing the following information about the relationship of the median annual total compensation of our employees (other than the Chief Executive Officer) and the annual total compensation of Thomas L.
Carter, Jr., our Chief Executive Officer (our “CEO”).
For the 2017 Fiscal Year, our last completed fiscal year:
|
|
•
|
|
The annual total compensation of the median employee of all employees of our company (other than the CEO) was $139,030; and
|
|
|
•
|
|
The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $16,312,100.
|
38
|
|
•
|
|
Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than the CEO) was reasonably estimated to be 117 to 1.
|
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total
compensation of our median employee and our CEO, we took the following steps:
|
|
•
|
|
We determined that, as of December 31, 2017, our employee population consisted of approximately 111 individuals with all these individuals located in the United States (as reported in Item 1,
Business
, in
our Annual Report on Form
10-K
filed with the Securities and Exchange Commission on February 28, 2018 (our “Annual Report”)). This population consisted of our full-time, part-time, and temporary
employees, as we do not have seasonal workers, but this population excluded employees on leave as of the date of determination. While we retained independent contractors during the 2017 Fiscal Year, it was determined that these individuals were not
employees for purposes of Item 402(u) of Regulation
S-K
because these individuals are not considered employees for U.S. federal income tax purposes.
|
|
|
•
|
|
We selected December 31, 2017 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner and allowed for the
inclusion of certain bonuses that are paid on December 31 for the most complete picture of employee compensation.
|
|
|
•
|
|
We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages and cash bonuses reflected in our payroll records as reported to the Internal Revenue
Service on Form
W-2
for 2017. Equity awards were excluded from the methodology because they are not provided to our entire employee population.
|
|
|
•
|
|
We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all our employees, including our CEO, are located in the United States, we did
not make any cost of living adjustments in identifying the median employee.
|
|
|
•
|
|
After we identified our median employee, we combined all the elements of such employee’s compensation for the 2017 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation
S-K,
resulting in annual total compensation of $139,030. The difference between such employee’s salary, wages, overtime pay and cash bonuses and the employee’s annual total compensation represents the
contributions in the amount of $4,905 that we made on the employee’s behalf to our 401(k) plan for the 2017 year.
|
|
|
•
|
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2017 Summary Compensation Table included in this Proxy Statement and incorporated by reference
under Item 11 of Part III of our Annual Report. As described in the “Compensation Discussion and Analysis” above, our CEO’s annual total compensation for 2017 included a
one-time
retention
incentive award. Additionally, as a result of changes in our performance-based award program, our CEO’s annual total compensation for 2017 included both long-term performance-based awards granted in 2015 and long-term performance-based awards
granted in 2017.
|
39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables present information regarding the beneficial ownership of our common, subordinated, and Series B preferred units
as of April 19, 2018 by:
|
|
•
|
|
each of the General Partner’s directors, director nominees, and named executive officers;
|
|
|
•
|
|
each unitholder known by us to beneficially hold 5% or more of such classes of units; and
|
|
|
•
|
|
all of the General Partner’s directors, director nominees, and executive officers as a group.
|
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.
Unless otherwise noted, the address for each beneficial owner listed below is 1001 Fannin Street, Suite 2020, Houston, Texas 77002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner
|
|
Common
Units
Beneficially
Owned
|
|
|
Percentage of
Common
Units
Beneficially
Owned
|
|
|
Subordinated
Units
Beneficially
Owned
|
|
|
Percentage of
Subordinated
Units
Beneficially
Owned
|
|
|
Percentage of
Common and
Subordinated
Units
Beneficially
Owned
|
|
|
Black Stone Minerals GP, L.L.C. (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Carter 2221, Ltd. (2)
|
|
|
4,970,834
|
|
|
|
4.7
|
%
|
|
|
6,510,669
|
|
|
|
6.8
|
%
|
|
|
5.7
|
%
|
|
Thomas L. Carter, Jr. (3)
|
|
|
6,258,275
|
|
|
|
6.0
|
%
|
|
|
6,762,410
|
|
|
|
7.0
|
%
|
|
|
6.5
|
%
|
|
Jeffrey P. Wood (4)
|
|
|
128,845
|
|
|
|
|
*
|
|
|
—
|
|
|
|
—
|
|
|
|
|
*
|
|
Holbrook F. Dorn (5)
|
|
|
607,844
|
|
|
|
|
*
|
|
|
170,684
|
|
|
|
|
*
|
|
|
|
*
|
|
Brock Morris (6)
|
|
|
305,603
|
|
|
|
|
*
|
|
|
37,800
|
|
|
|
|
*
|
|
|
|
*
|
|
Steve Putman (7)
|
|
|
277,367
|
|
|
|
|
*
|
|
|
29,221
|
|
|
|
|
*
|
|
|
|
*
|
|
William G. Bardel (8)
|
|
|
213,992
|
|
|
|
|
*
|
|
|
215,480
|
|
|
|
|
*
|
|
|
|
*
|
|
Carin M. Barth
|
|
|
36,262
|
|
|
|
|
*
|
|
|
—
|
|
|
|
—
|
|
|
|
|
*
|
|
D. Mark DeWalch (9)
|
|
|
162,471
|
|
|
|
|
*
|
|
|
103,466
|
|
|
|
*
|
|
|
|
|
*
|
|
Ricky J. Haeflinger (10)
|
|
|
2,781,244
|
|
|
|
2.6
|
%
|
|
|
3,907,028
|
|
|
|
4.1
|
%
|
|
|
3.3
|
%
|
|
Jerry V. Kyle, Jr. (11)
|
|
|
362,847
|
|
|
|
|
*
|
|
|
409,187
|
|
|
|
|
*
|
|
|
|
*
|
|
Michael C. Linn
|
|
|
64,707
|
|
|
|
|
*
|
|
|
37,258
|
|
|
|
|
*
|
|
|
|
*
|
|
John H. Longmaid (12)
|
|
|
1,651,477
|
|
|
|
1.6
|
%
|
|
|
2,089,375
|
|
|
|
2.2
|
%
|
|
|
1.9
|
%
|
|
William N. Mathis (13)
|
|
|
1,529,824
|
|
|
|
1.5
|
%
|
|
|
1,920,970
|
|
|
|
2.0
|
%
|
|
|
1.7
|
%
|
|
William E. Randall (14)
|
|
|
1,936,427
|
|
|
|
1.8
|
%
|
|
|
2,094,424
|
|
|
|
2.2
|
%
|
|
|
2.0
|
%
|
|
Alexander D. Stuart (15)
|
|
|
3,950,235
|
|
|
|
3.8
|
%
|
|
|
5,095,119
|
|
|
|
5.3
|
%
|
|
|
4.5
|
%
|
|
Allison K. Thacker (16)
|
|
|
4,275,131
|
|
|
|
4.1
|
%
|
|
|
3,072,569
|
|
|
|
3.2
|
%
|
|
|
3.7
|
%
|
|
Directors, director nominees, and executive officers as a group (17 people)
|
|
|
24,566,065
|
|
|
|
23.4
|
%
|
|
|
25,994,991
|
|
|
|
27.0
|
%
|
|
|
25.1
|
%
|
|
(1)
|
Black Stone Minerals GP, L.L.C., the General Partner, owns 90,000 common units and 115,000 subordinated units; these units are not included in the beneficial ownership table or in total units outstanding because this
entity is our wholly-owned subsidiary.
|
|
(2)
|
Carter2221, Ltd. is a family partnership, of which our Chairman, Chief Executive Officer, and President, Thomas L. Carter, Jr., serves as the general partner.
|
|
(3)
|
Mr. Carter has sole voting power over 5,859,948 common units and 6,700,062 subordinated units, including all units held by Carter2221, Ltd., described above. He shares voting power over an aggregate of 398,327
common units and 62,348 subordinated units held by trusts for the benefit of Mr. Carter’s children and grantor retained annuity trusts formed by Mr. Carter and his spouse. Mr. Carter’s ownership also includes 526,783
unvested restricted common units issued as equity-based compensation.
|
|
(4)
|
Includes 103,341 unvested restricted common units issued as equity-based compensation.
|
|
(5)
|
Includes 182,201 unvested restricted common units issued as equity-based compensation.
|
40
|
(6)
|
Includes 138,558 unvested restricted common units issued as equity-based compensation.
|
|
(7)
|
Includes 118,205 unvested restricted common units issued as equity-based compensation.
|
|
(8)
|
Mr. Bardel has shared voting and investment power over 19,415 common units and 25,431 subordinated units owned by a family member
|
|
(9)
|
Mr. DeWalch has shared voting and investment power over 15,351 common units and 20,108 subordinated units held by a trust, of which he serves as
co-trustee.
He also has
shared voting and investment power over 12,555 common units and 12,493 subordinated units held by family members.
|
|
(10)
|
Mr. Haeflinger has shared voting and investment power over an aggregate of 2,771,244 common units and 3,907,028 subordinated units owned by Mayo Clinic and Mayo Clinic Master Retirement Trust, as to which he
disclaims beneficial ownership.
|
|
(11)
|
Mr. Kyle has shared voting and investment power over an aggregate of 259,881 common units and 340,389 subordinated units held by two trusts, of which he serves as
co-trustee
and beneficiary. He also has shared voting and investment power over an aggregate of 4,000 common units held by four trusts, of which he serves as
co-trustee.
|
|
(12)
|
Mr. Longmaid has sole voting and investment power over 1,078,346 common units and 1,338,701 subordinated units held by a trust, of which he serves as trustee. He also shares investment and voting power over 573,131
common units and 750,674 subordinated units held by two trusts, of which he is a beneficiary.
|
|
(13)
|
Mr. Mathis has sole voting and investment power over an aggregate of 1,167,246 common units and 1,508,678 subordinated units held by WM Capital Partners, L.P., Conti Street Partners, L.P., and Conti Street
Minerals, L.P. He has shared voting and investment power over an aggregate of 189,117 common units and 247,701 subordinated units held by the estate of a family member, of which he serves as
co-executor.
Mr. Mathis also has shared voting and investment power over 101,755 common units and 133,277 subordinated units held by a trust, of which he serves as
co-trustee.
|
|
(14)
|
Mr. Randall has shared voting and investment power of 1,898,411 common units and 2,094,424 subordinated units held by RFG Mineral Company Ltd., as to which he disclaims beneficial ownership, except to the extent of
his pecuniary interest.
|
|
(15)
|
Mr. Stuart has sole voting and investment power over an aggregate of 3,528,917 common units and 4,622,092 subordinated units owned by North Star Oil & Gas, Topsfield Energy, Ltd., and RDS Investments, L.P.
Portions of the holdings of North Star Oil & Gas are pledged to a bank as collateral for loans. He also shares voting and investment power over 78,265 common units and 102,510 subordinated units held by a trust, of which he serves as
co-trustee.
Mr. Stuart also has shared voting and investment power over 6,687 common units held by a trust, of which he serves as
co-trustee.
|
|
(16)
|
Ms. Thacker has shared voting and investment power over 4,205,170 common units and 3,061,173 subordinated units held by William Marsh Rice University, as to which she disclaims beneficial ownership.
Ms. Thacker serves as Chief Investment Officer of an affiliate of that entity. Ms. Thacker also has shared voting and investment power over 25,000 common units held by a trust.
|
|
|
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner
|
|
Series B Preferred
Units Beneficially
Owned(1)
|
|
|
Percentage of Series B
Preferred Units
Beneficially Owned (2)
|
|
|
Mineral Royalties One, L.L.C. (3)
|
|
|
14,711,219
|
|
|
|
100.0
|
%
|
|
(1)
|
The Series B preferred units vote on an
as-converted
basis with our common units and have certain other class voting rights with respect to, among other things, any amendment to
the Partnership Agreement or our certificate of limited partnership that would be materially adverse to any of the rights, preferences, or privileges of the Series B preferred units. Each holder may elect to convert all or any portion of its Series
B preferred units into common units on a
one-for-one
basis, subject to customary anti-dilution adjustments and an adjustment for any distributions that have accrued but
not been paid when due, at any time after the second anniversary of November 28, 2017. Under certain conditions, we may elect to convert all or any portion of the Series B preferred units into common units at any time after the second
anniversary of November 28, 2017. We may also may elect to redeem the Series B preferred units at any time during the
90-day
period beginning on the sixth anniversary of November 28, 2017 at a
redemption price equal to 105% of $20.3926 (the “Issue Price”) plus any accrued and unpaid distributions on the applicable Series B preferred units, and at any time during the
90-day
period beginning
on each Readjustment Date (as defined in the Partnership Agreement) at a redemption price payable wholly in cash equal to the Issue Price plus any accrued and unpaid distributions on the applicable Series B preferred units.
|
|
(2)
|
Percentages based upon 14,711,219 Series B preferred units issued and outstanding as of April 19, 2018.
|
|
(3)
|
Mineral Royalties One, L.L.C. is the record holder of 14,711,219 Series B Cumulative Convertible Preferred Units. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly
traded entity listed on Nasdaq. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the
managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing
|
41
member of TC Group CEMOF II, L.L.C., which is the general partner of CEMOF II General Partner,
L.P., which is the general partner of CEMOF II AIV, L.P., which is the managing member of Mineral Royalties One, L.L.C. Accordingly, each of these entities may be deemed to share beneficial ownership of the Series B Cumulative Convertible Preferred
Units owned of record by Mineral Royalties One, L.L.C.
The address of CEMOF II General Partner, L.P. is c/o Intertrust Corporate Services
(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman Islands. The address of each of the other persons or entities named in this footnote is c/o The Carlyle Group, 1001 Pennsylvania
Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.
42
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
General
The
audit committee of the Board of the General Partner has appointed Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2018. Ernst & Young served as our independent registered
public accounting firm for the year ended December 31, 2017.
Representatives of Ernst & Young are expected to be present at
the Annual Meeting and will have the opportunity to make a statement should they choose to do so. They will also be available to respond to appropriate questions and inquiries from unitholders.
Unitholder ratification of the selection of Ernst & Young as our independent registered public accounting firm is not required by the
Partnership Agreement or otherwise. We have submitted ratification to a vote of the unitholders because we believe it is consistent with best practices in corporate governance to do so. If the unitholders fail to ratify the selection, the audit
committee will reconsider the retention of that firm, but may retain such independent registered public accounting firm regardless. Even if the selection is ratified, the audit committee, in its discretion, may direct the appointment of a different
independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of us and our unitholders.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST &
YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
ENDING DECEMBER
31, 2018.
Changes in our Independent Registered Public Accounting Firm
On March 15, 2016, the audit committee of the Board approved the dismissal of BDO USA, LLP (“BDO”) as our independent registered
public accounting firm. On March 15, 2016, the audit committee notified BDO of its dismissal effective immediately.
From
January 1, 2016 through March 15, 2016, there were (i) no disagreements between us and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such years and (ii) no “reportable events” (as that
term is defined in Item 304(a)(1)(v) of Regulation
S-K).
On March 15, 2016, the audit
committee of the Board approved the engagement of Ernst & Young as our independent registered public accounting firm. Ernst & Young was formally engaged on March 20, 2016.
From January 1, 2016 through March 15, 2016, neither us nor anyone on our behalf consulted with Ernst & Young regarding
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to
us that Ernst & Young concluded was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement”
(as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K
and the related instructions to Item 304 of Regulation
S-K)
or a “reportable event” (as that
term is defined in Item 304(a)(1)(v) of Regulation
S-K).
Audit and Other Fees
For the years ended December 31, 2017 and 2016, consolidated fees billed to us by Ernst & Young, our independent
registered public accounting firms for those periods, were as follows (in thousands):
43
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
|
Fees Paid
|
|
2017
|
|
|
2016
|
|
|
Audit Fees (1)
|
|
$
|
1,248
|
|
|
$
|
1,259
|
|
|
Audit-Related Fees (2)
|
|
|
35
|
|
|
|
—
|
|
|
Tax Fees (3)
|
|
|
—
|
|
|
|
—
|
|
|
All Other Fees (4)
|
|
|
2
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,285
|
|
|
$
|
1,280
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Audit Fees consist of the aggregate fees billed for professional services rendered for (i) the audit of our annual financial statements, including those included in our Annual Report on Form
10-K,
and a review of interim financial statements, including those included in our Quarterly Reports on Form
10-Q,
(ii) the filing of our Shelf Registration Statements
on Form
S-3,
(iii) services that are normally provided in connection with statutory and regulatory filings or engagements for those years, and (iv) accounting consultations.
|
|
(2)
|
Audit-Related Fees consist of the aggregate fees billed for professional services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of the
registrant’s financial services.
|
|
(3)
|
Tax Fees consist of the aggregate fees billed for professional services rendered in connection with tax compliance, tax advice, and tax planning.
|
|
(4)
|
Other Fees consist of aggregate fees billed for professional services rendered by the principal accountant that are not included in Audit Fees, Audit-Related Fees, or Tax Fees.
|
As outlined in its charter, the audit committee of the Board of the General Partner is responsible for reviewing and approving, in advance,
any audit and any permissible
non-audit
engagement or relationship between us and our independent auditors. For the year ended December 31, 2017, the audit committee
pre-approved
100% of the services described above.
44
PROPOSAL 3 —
NON-BINDING
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Section 14A(a)(1) of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Act, affords the limited
partners a vote to approve, on a
non-binding,
advisory basis, the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation and is not a vote on our
general compensation policies, compensation of the Board, or our compensation policies as they relate to risk management.
We believe the
Partnership’s success is dependent on our employees. Our compensation system plays a significant role in our ability to attract, retain, and motivate the highest quality employees. The Compensation Committee believes that our current executive
compensation program reflects a
pay-for-performance
philosophy and aligns the interests of our executive officers and the limited partners. Our core executive
compensation practices are summarized below:
|
|
|
|
|
|
|
|
|
What We Do
|
|
What We Don’t Do
|
|
|
|
|
|
|
✓
|
|
Link annual incentives to the achievement of a
pre-established
performance goals
|
|
×
|
|
Tax gross ups
|
|
|
|
|
|
|
✓
|
|
Provide 50% of our long-term compensation in the form of performance-based incentives
|
|
×
|
|
“Single trigger”
change-in-control
payments
|
|
|
|
|
|
|
✓
|
|
Regularly evaluate the risks of our compensation programs
|
|
×
|
|
Excessive perquisites
|
|
|
|
|
|
|
✓
|
|
Maintain an independent Compensation Committee
|
|
×
|
|
Hedging of Partnership units
|
|
|
|
|
|
|
✓
|
|
Engage an independent compensation consultant
|
|
×
|
|
Guaranteed bonuses for executive officers
|
|
|
|
|
|
|
✓
|
|
Maintain a clawback policy
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
Emphasize performance-based,
at-risk
compensation
|
|
|
|
|
|
|
|
|
|
|
✓
|
|
Maintain robust unit ownership and retention guidelines
|
|
|
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The Board of the General Partner invites you to review carefully the “Executive Compensation and Other
Information” section and asks that you cast your vote to endorse our executive compensation program through the following resolution:
“RESOLVED, that the compensation paid to the Partnership’s named executive officers, as disclosed in the 2018 Proxy Statement
pursuant to Item 402 of Regulation
S-K,
including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Pursuant to the Partnership Agreement, this proposal requires approval by a majority of the votes cast by the unitholders entitled to vote at
the Annual Meeting. Abstentions and broker
non-votes
will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. While this vote does not bind the Board to any
particular action, the Board values the input of the limited partners and will take into account the outcome of this vote in considering future compensation arrangements. We include this limited partner advisory vote annually, and we expect that the
next such vote will occur at the 2019 Annual Meeting of Limited Partners. Please see “Proposal 4 —
Non-Binding
Advisory Vote to Approve the Frequency of Future
“Say-on-Pay”
Votes” on page 46.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” APPROVAL OF THE ADVISORY
RESOLUTION REGARDING EXECUTIVE COMPENSATION.
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PROPOSAL 4 —
NON-BINDING
ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE
“SAY-ON-PAY”
VOTES
As described in Proposal 3 above, Section 14A(a)(1) of the Exchange Act affords the limited partners an advisory
“say-on-pay”
vote to approve our executive compensation program. As required by Section 14A of the Exchange Act, this proposal affords the limited partners an
advisory vote on the frequency of future
say-on-pay
votes. The advisory vote on the frequency of
say-on-pay
votes is a
non-binding
vote as to how often future
say-on-pay
votes should occur: every year, every two years, or every three years. In addition, limited partners may abstain from voting on this Proposal 4.
Section 14A of the Exchange Act requires the Partnership to hold the advisory vote on the frequency of
say-on-pay
votes at least once every six years.
The Board recommends that the advisory vote on executive compensation be held every year. In formulating its recommendation on this proposal,
the Board considered that an advisory vote on executive compensation held every year would best enable the limited partners to timely express their views on our executive compensation program and enable the Board and the Compensation Committee to
determine current limited partner sentiment. While our executive compensation program is designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually, and
holding an annual advisory vote on executive compensation provides the Partnership with more direct and immediate feedback on our compensation disclosures. However, limited partners should note that because the advisory vote on executive
compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation program are designed to operate in an integrated manner and to complement one another, in many cases it may not
be appropriate or feasible to change our executive compensation program in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s Annual Meeting of Limited Partners.
Limited partners are being asked to vote among the following frequency options (not solely for or against the recommendation of the Board):
Choice 1—every one year;
Choice 2—every two years;
Choice 3—every three years; or
Choice 4—abstain from voting.
Pursuant to the Partnership Agreement, this proposal requires approval by a majority of the votes cast by the unitholders entitled to vote at
the Annual Meeting. Abstentions and broker
non-votes
will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. This advisory vote on the frequency of future
say-on-pay
votes is not binding on the Partnership or the Board. However, the Board values the input of the limited partners and will take into account the result of the vote
when determining the frequency of future
say-on-pay
votes.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR CHOICE 1 (AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SET FORTH IN
THE PROXY STATEMENT
TO OCCUR EVERY “ONE YEAR”).
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AUDIT COMMITTEE REPORT
The information contained in this Audit Committee Report and references in this Proxy Statement to the independence of the audit committee
members shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission (the “SEC”), nor shall such information be incorporated by reference into any future filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that Black Stone Minerals, L.P. (the “Partnership”) specifically incorporates such information by
reference in such filing.
The Board of Directors of the Partnership’s general partner (the “Board”) has determined
that all current audit committee members are (i) independent, as defined in Rule
10A-3
promulgated under the Exchange Act, (ii) independent under the standards set forth by the New York Stock
Exchange, and (iii) financially literate. In addition, Ms. Carin M. Barth qualifies as an audit committee financial expert under the applicable rules promulgated pursuant to the Exchange Act.
The audit committee has reviewed and discussed with the Partnership’s management the audited consolidated financial statements in the
Partnership’s Annual Report on Form
10-K
for the year ended December 31, 2017. The audit committee discussed with Ernst & Young, the Partnership’s independent registered public
accounting firm for the year ended December 31, 2017, matters required to be discussed by standards of the Public Company Accounting Oversight Board (“PCAOB”).
Ernst & Young also provided to the audit committee the written disclosure required by applicable requirements of the PCAOB regarding
Ernst & Young’s communications with the audit committee concerning independence. The audit committee discussed with Ernst & Young the firm’s independence.
Based on the audit committee’s discussions with management and Ernst & Young, and the audit committee’s review of the
report of Ernst & Young to the audit committee, the audit committee recommended that the Board include the audited consolidated financial statements in the Partnership’s Annual Report on Form
10-K
for the year ended December 31, 2017, filed with the SEC.
The
Audit Committee:
Carin M. Barth
Ricky J. Haeflinger
Jerry V. Kyle, Jr.
William E. Randall
47
OTHER MATTERS
As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual
Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the unitholders, proxies will be voted in accordance with the recommendation of the Board or, in
the absence of such a recommendation, in accordance with the judgment of the proxy holders.
PROPOSALS AND
NOMINATION OF DIRECTOR CANDIDATES FOR THE 2019 ANNUAL MEETING
If our 2019 Annual Meeting is held within 30 days before or 70 days
after June 14, 2019, in order to nominate a person for election to the Board of the General Partner, notice must be received in writing by our Investor Relations Department at our principal executive offices at 1001 Fannin Street, Suite 2020,
Houston, Texas 77002, no later than the close of business on March 16, 2019, and no earlier than February 14, 2019. If our 2019 Annual Meeting is held more than 30 days before or 70 days after June 14, 2019, unitholder nominations to
the Board must be received in writing by our Investor Relations Department at the address listed above not earlier than the close of business on the 120th day prior to the 2019 Annual Meeting and not later than the close of business on the later of
the 90th day prior to the 2019 Annual Meeting or the 10th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made by us or the General Partner. All such unitholder nominations must also be otherwise
eligible for inclusion under the terms set forth in the Partnership Agreement. For additional information, please read “Governance Matters—Director Nominations—Nomination of Director Candidates by Unitholders.”
Any unitholder who wishes to submit a proposal that is not related to the nomination of persons for election to the Board of the General
Partner for inclusion in the proxy materials and for presentation at the 2019 Annual Meeting may do so by following the procedures set forth in Rule
14a-8
under the Exchange Act. In accordance with Rule
14a-8,
unitholder proposals should be received by our Investor Relations Department not later than December 27, 2018. Any unitholder who wishes to submit a proposal for inclusion in the proxy materials for our
2019 Annual Meeting must submit such proposal by the dates referred to above, or it will be considered untimely.
48
ANNUAL MEETING OF LIMITED PARTNERS OF
BLACK STONE MINERALS, L.P.
June 14, 2018
GO GREEN
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e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other
eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL
:
The Notice of Meeting, proxy statement, proxy card, and Black Stone Minerals, L.P.’s Annual Report on Form 10-K
are available at http://www.astproxyportal.com/ast/20065
Please sign, date and mail
your
proxy card in the
envelope provided as soon
as possible.
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↓
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Please detach along perforated line and mail in the envelope provided.
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↓
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⬛
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21230304000000000000 4
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061418
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN PROPOSAL 1, “FOR” PROPOSAL 2, “
FOR” PROPOSAL 3, AND “ ONE YEAR” IN PROPOSAL 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
☒
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1. Election of directors to the board of directors of Black
Stone Minerals, L.P.’s general partner, each to serve until the 2019 annual meeting of limited partners and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death,
resignation or removal:
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2. Ratification of the appointment of Ernst & Young LLP as Black Stone Minerals,
L.P.’s independent registered public accounting firm for the year ending December 31, 2018.
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FOR
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AGAINST
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ABSTAIN
☐
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3. Approval on a non-binding advisory basis, the compensation of the executive officers
of Black Stone Minerals, L.P.’s general partner, for the year ended December 31, 2017.
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FOR
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AGAINST
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ABSTAIN
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4. Approval on a non-binding advisory basis, the preferred frequency of advisory votes on
executive compensation.
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1 year
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2 years
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3 years
☐
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ABSTAIN
☐
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☐
☐
☐
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FOR ALL NOMINEES
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
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NOMINEES:
¡
William G. Bardel
¡
Carin M. Barth
¡
Thomas L. Carter, Jr.
¡
D. Mark DeWalch
¡
Ricky J. Haeflinger
¡
Jerry V. Kyle, Jr.
¡
Michael C. Linn
¡
John H. Longmaid
¡
William N. Mathis
¡
William E. Randall
¡
Alexander D. Stuart
¡
Allison K. Thacker
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______
______
______
______
______
______
______
______
______
______
______
______
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In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned unitholder.
I
f no direction is made, this proxy will be voted
FOR ALL NOMINEES in Proposal 1, FOR Proposal 2,
FOR Proposal 3, and ONE YEAR in Proposal 4.
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INSTRUCTIONS
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To withhold authority to vote for any individual nominee(s), mark
“FOR ALL EXCEPT”
and fill in
the circle next to each nominee you wish to withhold, as shown here: (
🌑
).
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To cumulate your vote for one or more of the above nominee(s), write the manner in which such votes shall be
cumulated in the space to the right of the nominee(s) name(s). If you are cumulating your vote, do not mark the circle. If you wish to cumulate your votes, you must vote by using the proxy card rather than voting by telephone or the
Internet.
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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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Signature of Unitholder
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Date:
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Signature of Unitholder
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Date:
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⬛
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Note:
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Please sign exactly as your name or names appear on this Proxy. When units are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
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0
∎
BLACK STONE
MINERALS, L.P.
Proxy for Annual Meeting of Limited Partners on June 14, 2018
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Thomas L. Carter, Jr. and Steve Putman, and each of them, with full power of substitution and
power to act alone, as proxies to vote all the units which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Limited Partners of Black Stone Minerals, L.P., to be held on June 14, 2018 at 2:00 p.m.,
at the Four Seasons Hotel- Houston, 1300 Lamar Street, Houston, Texas, 77002, and at any adjournments or postponements thereof, as follows:
(Continued and to be signed on the reverse side.)
Black Stone Minerals (NYSE:BSM)
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Black Stone Minerals (NYSE:BSM)
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