Not independent
Tenure on this board
11.6 yrs
12 nominees · 3 ballot items.
Election of directors to the Board; ratification of Deloitte & Touche LLP as the Partnership’s independent registered public accounting firm for 2026; and a non-binding advisory vote to approve the named executive officers’ compensation for 2025 (say-on-pay).
Elect the listed nominees to the Board of Directors of Black Stone Minerals GP, L.L.C., each to serve until the 2027 annual meeting and until their successor is elected and qualified.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation of the Partnership’s named executive officers for the year ended December 31, 2025, as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory vote to approve the compensation disclosed for the Partnership’s named executive officers for 2025. Management is seeking shareholder approval to confirm that its pay practices—centered on a pay-for-performance philosophy—have the support of limited partners; the disclosed program emphasizes substantial at-risk compensation via short-term incentives tied to adjusted EBITDAX and long-term incentives split between performance-based units measured over multi-year production and reserve metrics and time-based restricted units. The Compensation Committee engaged an independent consultant and highlights governance features including clawback policies, unit ownership and retention guidelines, and a review process intended to mitigate excessive risk-taking. The proxy notes a leadership transition effective January 1, 2026 (two Co-CEOs and an Executive Chairman), which provides context for compensation changes and target levels disclosed for 2026, and it discloses severance and change-in-control protections that align with market practice. Although advisory and non-binding, management will consider the outcome—particularly given prior strong support (over 97% approval in 2025)—when determining future compensation arrangements. The proposal is primarily governance-focused: it affords unitholders a structured means to express support or dissatisfaction with executive pay, which can influence remuneration design despite the vote’s advisory nature. The Board’s unanimous recommendation for a FOR vote is supported by its view that the program aligns management incentives with unitholder interests, balances short- and long-term performance measures, and incorporates independent review and safeguards. Given AP Basileia’s Unitholder Agreement to vote preferred units with the Board’s recommendations on ordinary course matters, the practical voting dynamics may favor the Board’s position; however, the advisory nature means the Board remains responsible for considering results and engaging with unitholders on any concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 2.57% | 5,842,552 | $88M |
| 2 | William Marsh Rice University | 2.49% | 5,663,476 | $86M |
| 3 | FMR LLC | 2.00% | 4,537,171 | $69M |
| 4 | MORGAN STANLEY | 0.96% | 2,190,626 | $33M |
| 5 | INVESTMENT MANAGEMENT ASSOCIATES INC /ADV | 0.84% | 1,901,002 | $29M |
| 6 | BANK OF AMERICA CORP /DE/ | 0.72% | 1,635,081 | $25M |
| 7 | NATIXIS | 0.70% | 1,579,900 | $24M |
| 8 | AMERIPRISE FINANCIAL INC | 0.52% | 1,181,399 | $18M |
| 9 | BROWN ADVISORY INC | 0.35% | 788,154 | $12M |
| 10 | Long Corridor Asset Management Ltd | 0.34% | 772,000 | $12M |
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