Not independent
Tenure on this board
0.7 yrs
Also a director at
Landbridge Co LLC (LB)
13 nominees · 4 ballot items.
Four proposals: election of 13 directors for one-year terms; ratification of Deloitte & Touche LLP as independent auditor for 2026; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and advisory (non-binding) vote on the preferred frequency (one, two, or three years) of future say-on-pay votes.
Elect 13 nominated directors to serve one-year terms until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Ratify Deloitte & Touche LLP as WaterBridge’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the 2025 compensation of WaterBridge’s named executive officers as disclosed in the proxy (CD&A, tables and disclosures).
This advisory (non-binding) proposal asks shareholders to approve the overall 2025 compensation of WaterBridge’s Named Executive Officers as disclosed in the proxy, including the Compensation Discussion and Analysis and the tabular disclosures. Management seeks approval to validate its compensation design following the September 2025 IPO, which combined pre-IPO incentive units (Incentive Units) and post-IPO restricted stock units (RSUs) to align retention and long-term shareholder value. The compensation program was developed with assistance from Pay Governance LLC and used separate peer analyses for total cash and long-term awards, reflecting WaterBridge’s unique structure and affiliation with LandBridge. Key elements include base salary increases effective October 1, 2025, market-based target bonus percentages, annual performance-based cash bonuses tied to financial, operational and individual objectives, and three-year time-vested RSUs under the LTIP to incentivize retention and alignment. Notably, WaterBridge is a "controlled company" without a standing compensation committee; the Chairman makes compensation decisions using consultant data, which could raise governance concerns for some investors about independent oversight. The Board’s recommendation in favor is premised on competitive benchmarking, retention needs during the post-IPO transition, and the view that the structure ties pay to both short-term performance and long-term equity value. Because the vote is advisory, it will not retroactively change awards but the Board will consider shareholder feedback when designing future compensation. Investors should weigh the combination of strong equity incentives and limited independent committee oversight in assessing governance and alignment risks.
Non-binding, advisory vote for shareholders to choose whether future say-on-pay votes should occur every one, two or three years.
This advisory proposal asks shareholders to select the preferred frequency (one, two or three years) for future advisory votes on executive compensation. Management recommends an annual frequency, arguing that yearly say-on-pay votes allow shareholders to provide regular and timely input on executive pay practices, which is particularly relevant in the company’s first full year as a public company following the September 2025 IPO. The proposal is non-binding; the Board will consider the outcome but is not required to follow it. The recommendation for a one-year frequency is justified by management as a mechanism to enhance accountability and to permit shareholders to react promptly to changes in compensation design or company performance. Company-specific context includes that WaterBridge is a controlled company with compensation decisions made by the Chairman (no independent compensation committee currently), increasing the potential value of regular shareholder feedback on pay. The advisory nature and plurality voting standard mean the option with the most votes will guide the Board’s consideration but may not bind action. Investors should consider whether annual votes provide meaningful oversight given the company’s governance structure and whether more or less frequent consultations would better balance administrative costs and shareholder engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DEVON ENERGY CORP/DE | 14.4% | 17,757,225 | $476M |
| 2 | HORIZON KINETICS ASSET MANAGEMENT LLC | 5.9% | 7,342,147 | $197M |
| 3 | FMR LLC | 2.6% | 3,164,303 | $85M |
| 4 | T. Rowe Price Investment Management, Inc. | 1.7% | 2,153,601 | $58M |
| 5 | SCHWARTZ INVESTMENT COUNSEL INC | 1.3% | 1,603,029 | $43M |
| 6 | EMORY UNIVERSITY | 0.8% | 1,000,000 | $27M |
| 7 | Tensile Capital Management LP | 0.8% | 984,574 | $26M |
| 8 | Ranger Investment Management, L.P. | 0.7% | 924,570 | $25M |
| 9 | FIRST MANHATTAN CO. LLC. | 0.7% | 803,720 | $22M |
| 10 | AMERIPRISE FINANCIAL INC | 0.6% | 750,595 | $20M |
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