Not independent
Tenure on this board
2.0 yrs
Also a director at
Waterbridge Infrastructure LLC (WBI)
11 nominees · 4 ballot items.
Elect 11 directors to one-year terms; ratify Deloitte & Touche LLP as independent auditor for 2026; approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers (say-on-pay); and approve, on an advisory basis, the preferred frequency (one, two, or three years) of future advisory votes on executive compensation (say-on-frequency).
Elect the 11 director nominees named in the proxy statement to serve for one-year terms (or until their successors are elected and qualified).
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as LandBridge’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of LandBridge’s named executive officers for 2025 as disclosed in the proxy statement.
This is a non-binding ‘say-on-pay’ advisory proposal asking shareholders to approve, on an advisory basis, the Company’s 2025 executive compensation disclosures and overall compensation practices for its Named Executive Officers (NEOs). Management is submitting the proposal to solicit shareholder feedback on pay practices and to comply with Section 14A of the Exchange Act; the Board frames the vote as a means to assess whether compensation programs align management incentives with long-term shareholder value. The Company’s 2025 program relied heavily on long-term equity awards (RSUs and pre-IPO incentive units) and a shared services arrangement that allocates senior executive resources from an affiliated Manager; these structural features mean much of NEO pay is delivered through awards that vest over multi-year schedules and are affected by equity performance. Management argues the program is competitive, aligned with company strategy, and effective in attracting and retaining management, while highlighting that much day-to-day compensation administration is provided under the Shared Services Agreement with an affiliated Manager. From a governance perspective, investors should note LandBridge is a controlled company with a large holder (LandBridge Holdings/Five Point and affiliates) able to influence director composition and related-party arrangements, which may affect oversight of compensation decisions. The Board recommends a FOR vote and will consider the outcome when evaluating future compensation practices, but the vote is advisory and does not change previously granted awards. Given the prominence of equity-based awards and affiliation with the Manager, an informed assessment should weigh realized pay (compensation actually paid) versus reported grant-date values and consider potential conflicts or related-party influence on pay-setting. If shareholders express concerns via this advisory vote, the Board has signaled it will take the result into account in future design and governance adjustments to the compensation program.
Non-binding, advisory vote to select whether future advisory votes on Named Executive Officers’ compensation should occur every one, two or three years (shareholders may also abstain).
This advisory ‘say-on-frequency’ proposal asks shareholders to choose, on a non-binding basis, whether future say-on-pay votes should occur every one, two or three years. Management urges an annual frequency, arguing yearly votes give shareholders a timely and regular mechanism to provide feedback on executive compensation and allow the Board to gauge and respond to shareholder sentiment more frequently. The proposal is advisory and will not mandate change, but the Board will consider shareholder preference when setting future frequency. For investors assessing this proposal, the trade-off is between more frequent accountability and potential short-termism: annual votes increase responsiveness but can encourage shorter-term compensation focus, while multi-year votes may allow longer-term plan implementations to play out without recurring advisory feedback. Company-specific context includes a recent IPO (2024), substantial equity-based awards with multi-year vesting schedules, and a controlled-company governance structure where a large holder and affiliated Manager participate in compensation decisions; these factors inform whether annual review is likely to be effective. The Board’s recommendation for one year reflects a governance posture favoring regular shareholder engagement, but shareholders should weigh whether annual advisory input will materially influence compensation design given the advisory nature of the vote and the existing related-party and shared services arrangements. Ultimately, the result will be considered by the Board but will not be binding on the Company.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FIRST MANHATTAN CO. LLC. | 6.16% | 7,057,228 | $487M |
| 2 | HORIZON KINETICS ASSET MANAGEMENT LLC | 4.94% | 5,657,134 | $391M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.08% | 1,239,898 | $86M |
| 4 | FMR LLC | 1.01% | 1,150,996 | $79M |
| 5 | MORGAN STANLEY | 0.96% | 1,095,803 | $76M |
| 6 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 0.77% | 887,466 | $61M |
| 7 | Hood River Capital Management LLC | 0.54% | 621,075 | $43M |
| 8 | SCHWARTZ INVESTMENT COUNSEL INC | 0.52% | 592,891 | $41M |
| 9 | TWO SIGMA INVESTMENTS, LP | 0.48% | 545,477 | $38M |
| 10 | DF DENT CO INC | 0.43% | 497,807 | $34M |
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