DEF 14A of Texas Pacific Land Corp
Filed Sep 26, 2025 · FY20240001104659-25-093848
Proposals to Be Voted On
| Securities Authorized for Issuance under Equity Compensation Plans | 61 | | Pay Versus Performance Disclosure | 62 | | Directors’ Compensation | 66 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 69 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | INCORPORATION BY REFERENCE | 71 | | FORWARD-LOOKING STATEMENTS | 71 | | APPENDIX A | A-1 |
ABOUT THE ANNUAL MEETING
| RHYS J. BEST Director, Chair AGE: 79 DIRECTOR SINCE: April 2022 | Mr. Best serves as non-executive Chair of the Board (the “Chair”) and has been a member of the Board since April 15, 2022. Mr. Best currently serves on the board of Arcosa Inc. (NYSE: ACA) (since 2018), where he serves as the non-executive chairman of the board. Mr. Best previously served on the board of Cabot Oil and Gas Corp. (from 2008 to 2021, including serving as lead director in 2021), his term ending after the company merged with Cimarex Energy in 2021 to form Coterra Energy (NYSE: CTRA). Mr. Best also previously served on the boards of Commercial Metals Company (NYSE: CMC) (from 2010 to 2022), Crosstex Energy, LP, an integrated, multi-commodity midstream enterprise (NASDAQ: XTEX) (from 2004 to 2014, including serving as chairman of the board from 2009 to 2014), MRC Global, Inc., a pipe, valve and fitting distribution business (NYSE: MRC) (from 2008 to 2022, including serving as chairman of the board from 2016 to 2022), Trinity Industries, Inc. (NYSE: TRN) (from 2005 to 2018), and Austin Industries, an employee-owned construction company (from 2007 to 2018, including serving as chairman of the board from 2013 to 2018). Mr. Best is the former Chairman, President and Chief Executive Officer of Lone Star Technologies, Inc., an energy services and supply company, a role he retired from in 2007 after the successful merger with United States Steel Company (NYSE: X). In 2014, Mr. Best was recognized as Director of the Year by the National Association of Corporate Directors. QUALIFICATIONS Mr. Best’s qualifications to serve as a director include his extensive business experience, including as a senior executive at leading companies in the oil and gas industry, and his public company board and corporate governance experience. |
ABOUT THE ANNUAL MEETING
| DONALD G. COOK Director AGE: 79 DIRECTOR SINCE: January 2021 | General Cook has been a member of the Board since January 11, 2021. General Cook previously served on the boards of Crane Co. (NYSE: CR) (from 2005 to 2022), USAA Federal Savings Bank (from 2007 to 2018), U.S. Security Associates Inc., a Goldman Sachs portfolio company (from 2011 to 2018), and Hawker Beechcraft Inc., another Goldman Sachs portfolio company (from 2007 to 2014). General Cook served on the board of Burlington Northern Santa Fe Railroad for almost five years until it was sold to Berkshire Hathaway in 2010 in a transaction valued at $44 billion. He is a former senior consultant for Lockheed Martin Corporation. General Cook also serves as a senior advisor to Portage Point Partners and served as a senior advisor to Alvest, a private French aviation firm, from 2022 to 2023. In addition to his extensive corporate governance experience, General Cook was the former Chairman of the San Antonio advisory board of the NACD Texas TriCities Chapter, a group recognized as the authority on leading boardroom practices. General Cook had numerous command and high-level staff assignments during his 36-year career with the U.S. Air Force and retired as a four-star General. He commanded a flying training wing and two space wings, the 20th Air Force (the nation’s nuclear Intercontinental Ballistic Missile force) and was interim Commander of Air Combat Command during the September 11 attacks. General Cook served as the Chief of the Senate Liaison Office and on the staff of the House Armed Services Committee in the U.S. House of Representatives. Prior to his retirement from the Air Force in August 2005, General Cook’s culminating assignment was Commander, Air Education and Training Command at Randolph Air Force Base in Texas, where he was responsible for executing the $8 billion annual budget to recruit, train and educate Air Force personnel, safely implementing the 500,000-hour annual flying hour program and providing for the leadership, welfare, and oversight of 90,000 military and civilian personnel in the command. He was twice awarded the Distinguished Service Medal for exceptional leadership. General Cook serves on and is the chair of the Nominating and Corporate Governance Committee and also serves on the Compensation Committee. QUALIFICATIONS General Cook’s qualifications to serve as a director include his extensive experience on multiple public company boards and with corporate governance and executive compensation, as well as his senior leadership experience resulting from his tenure of command in the U.S. Air Force. |
ABOUT THE ANNUAL MEETING
| BARBARA J. DUGANIER Director AGE: 67 DIRECTOR SINCE: January 2021 | Ms. Duganier has been a member of the Board since January 11, 2021. Ms. Duganier currently serves on the boards of CenterPoint Energy (NYSE: CNP), an electric transmission and distribution, natural gas distribution and energy services company, where she chairs the audit committee and serves on the safety and operations committee, and Arcadis NV (Euronext: ARCADIS), where she serves on the sustainability committee and the audit and risk committee. Ms. Duganier also serves on the boards of two private companies: McDermott International, Ltd. (since 2020), a fully integrated provider of engineering and construction solutions to the energy industry; and Pattern Energy Group LP (since 2021), a private renewable energy company focused on wind, solar, transmission and storage. Ms. Duganier previously served on the boards of the general partner of Buckeye Partners, L.P. (NYSE: BPL), a midstream oil and gas master limited partnership, where she chaired the audit committee until the company’s sale in November 2019; of Noble Energy (NASDAQ: NBL), an exploration and production company, until the company’s sale in October 2020; of West Monroe Partners, a management and technology consulting firm, where she was the lead independent director until the sale of the company in November 2021; and of MRC Global Inc. (NYSE: MRC) (2015-2024), an industrial distributor of pipes, valves and other related products and services to the energy industry, where, during her term, she chaired the ESG and enterprise risk committee and audit committee. From 2004 to 2013, Ms. Duganier was a Managing Director at Accenture, a multinational professional services company that provides services in strategy, consulting, digital technology, and operations. She held various leadership and management positions in Accenture’s outsourcing business, including Global Chief Strategy Officer and Global Growth and Offering Development Lead. A year prior to joining Accenture, she served as an independent consultant to Duke Energy North America. From 1979 to 2002, Ms. Duganier, who is a licensed certified public accountant in the State of Texas, worked at Arthur Andersen LLP, where she served as an auditor and financial consultant, as well as in various leadership and management roles, including Global Chief Financial Officer of Andersen Worldwide. Ms. Duganier is the former chairperson of the National Association of Corporate Directors Texas TriCities (NACD TTC) board of directors. Ms. Duganier holds the NACD Director Certification, is an NACD Leadership Fellow, and holds the CERT Cybersecurity Oversight Certification from Carnegie Mellon University. Ms. Duganier serves on and is the chair of the Compensation Committee and serves on the Audit Committee and the Strategic Acquisitions Committee. QUALIFICATIONS Ms. Duganier’s extensive executive experience overseeing large organizations, her diverse public company board experience (including in the energy industry), and her training and experience as a certified public accountant make her well-qualified to serve on the Board. |
ABOUT THE ANNUAL MEETING
| DONNA E. EPPS Director AGE: 61 DIRECTOR SINCE: January 2021 | Ms. Epps has been a member of the Board since January 11, 2021. Ms. Epps currently serves on the board of Saia, Inc. (NASDAQ: SAIA) (since 2019), where she serves on the audit committee and the nominating and governance committee, and on the board of Texas Roadhouse, Inc. (NASDAQ: TXRH), where she serves as chair of the audit committee, and as a member of the nominating and governance committee. Ms. Epps was with Deloitte LLP, a multinational professional services network, for over 30 years. Ms. Epps served as an attest Partner of Deloitte LLP from 1998 through 2003 and as a Risk and Financial Advisory Partner of Deloitte LLP from 2004 until her retirement in 2017. During her time at Deloitte LLP, Ms. Epps helped companies develop and implement proactive enterprise risk and compliance programs, focusing on value protection and creation, and provided attest services and financial advisory services in governance, risk and compliance matters to private and public companies across multiple industries. Ms. Epps is currently a licensed certified public accountant in the State of Texas and a member of the North Texas Chapter of the National Association of Corporate Directors Board. Ms. Epps has served as chair of the Girl Scouts of Northeast Texas Board since April 2021. Ms. Epps serves on and is the chair of the Audit Committee and serves on the Nominating and Corporate Governance Committee. QUALIFICATIONS Ms. Epps’s significant audit, governance, risk, and compliance experience as a provider of attest, financial advisory and other consulting services to private and public companies across multiple industries makes her well-qualified to serve on the Board. |
ABOUT THE ANNUAL MEETING
| TYLER GLOVER President, CEO & Director AGE: 40 DIRECTOR SINCE: January 2021 | Mr. Glover has been a member of the Board and served as TPL’s President and Chief Executive Officer since January 11, 2021. Mr. Glover served as Chief Executive Officer, Co-General Agent and Secretary of the Trust from November 2016 to January 11, 2021. Mr. Glover also currently serves as President and Chief Executive Officer of Texas Pacific Water Resources LLC (“TPWR”), a wholly owned subsidiary of TPL, in which capacity he has acted since its formation in June 2017. Mr. Glover previously served as Assistant General Agent of the Trust from December 2014 to November 2016 and has over 17 years of energy services and land management experience. QUALIFICATIONS Mr. Glover’s qualifications to serve as a director include his extensive energy industry and land management expertise and his deep knowledge of TPL gained through his experience as an officer at the Company, including at the Trust. |
ABOUT THE ANNUAL MEETING
| KARL F. KURZ Director AGE: 64 DIRECTOR SINCE: April 2022 | Mr. Kurz has been a member of the Board since April 15, 2022. Mr. Kurz is currently a non-executive chairman of the board at American Water Works Co., Inc. (NYSE: AWK) and a member of the board at Devon Energy Corporation (NYSE: DVN) where he serves on the compensation committee and governance, environmental & public policy committee and chairs the reserves committee. Mr. Kurz previously served on the public company boards of SemGroup Corporation (NYSE: SEMG), Western Gas Partners LP (NYSE: WES), WPX Energy Inc. (NYSE: WPX) and Global Geophysical Services Inc. (NYSE: GGS). Mr. Kurz has served on multiple for profit and nonprofit boards. Mr. Kurz also has extensive private equity experience that includes serving as an operating advisor at Ares Capital and a partner at CCMP Capital Advisors, where he focused on investments in the oil and gas upstream and midstream sectors. He spent nine years at Anadarko Petroleum Corporation, where he held roles as Chief Operating Officer, Senior Vice President of Northern America Operations and Vice President of Midstream and Marketing. Mr. Kurz serves on and is the chair of the Strategic Acquisitions Committee and serves on the Compensation Committee. QUALIFICATIONS Mr. Kurz’s qualifications to serve as a director include his extensive business experience, including as an accomplished senior oil and gas industry executive, and his public company board experience in the utility, energy and infrastructure space. |
ABOUT THE ANNUAL MEETING
| ROBERT ROOSA Director AGE: 55 DIRECTOR SINCE: November 2023 | Mr. Roosa has been a member of the Board since November 10, 2023. Mr. Roosa is a Partner in Brigham Royalties, and has served as its Chief Executive Officer since January 2023. Mr. Roosa previously served as President of Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham”) from its inception in November 2012 and as its Chief Executive Officer from July 2017 until its acquisition by Sitio Royalties Corp. in December 2022. Mr. Roosa also served as a director of Brigham from May 2018 until 2022. Mr. Roosa served as the President of Anthem Ventures, LLC, a family office, between January 2012 and January 2017. Mr. Roosa held various roles, including Director of Finance and Investor Relations, while at Brigham Exploration Company from 2006 until its sale to Statoil ASA in December 2011. From 2000 to 2006, Mr. Roosa held a series of positions at Exxon Mobil Corporation (NYSE: XOM), an oil and gas company, in the Corporate Treasurer’s Department. Prior to 2000, Mr. Roosa worked for Cooper Industries, an electrical products manufacturing company, in its Corporate Controllers and Audit Groups and with the accounting firm Deloitte & Touche LLP in its audit function. Mr. Roosa graduated from Southern Methodist University with a Master of Business Administration and from the University of Texas at Austin with a Bachelor of Business Administration. Mr. Roosa serves on the Audit Committee, the Compensation Committee and the Strategic Acquisitions Committee. QUALIFICATIONS Mr. Roosa brings extensive knowledge of the mineral royalty acquisitions industry and executive experience to the Board. |
ABOUT THE ANNUAL MEETING
| MURRAY STAHL Director AGE: 71 DIRECTOR SINCE: January 2021 | Mr. Stahl has been a member of the Board since January 11, 2021. Mr. Stahl is the Chief Executive Officer, Chairman of the Board and Chief Investment Strategist of Horizon Kinetics Holding Corporation (OTC: HKHC), parent company to Horizon Kinetics Asset Management LLC, which he co-founded. He has over 30 years of investing experience and is responsible for overseeing Horizon Kinetics’ proprietary research and chairs the firm’s investment committee, which is responsible for portfolio management decisions across the entire firm. Horizon Kinetics’ investment portfolio includes a 23.2% voting position in LandBridge Company LLC (NYSE: LB) as of December 19, 2024. Mr. Stahl is also the Co-Portfolio Manager for a number of registered investment companies, private funds, and institutional separate accounts. Mr. Stahl is the Chief Executive Officer of FRMO Corp. (OTC: FRMO) (since 2001). He is also President, Chief Executive Officer, and Co-Portfolio manager of RENN Fund, Inc. (NYSE: RCG) (since 2017). He is a Director of Miami International Holdings, Inc. (NYSE: MIAX), including several of its subsidiary companies, and MSRH, LLC. He was a member of the board of Winland Electronics, Inc. (from 2015 to 2020) and IL&FS Securities Services Limited (from 2008 to 2020). Prior to co-founding Horizon Kinetics, Mr. Stahl spent 16 years at Bankers Trust Company (from 1978 to 1994) as a senior portfolio manager and research analyst. As a senior fund manager, he was responsible for investing the Utility Mutual Fund, along with three of the bank’s Common Trust Funds: The Special Opportunity Fund, The Utility Fund and The Tangible Assets Fund. He was also a member of the Equity Strategy Group and the Investment Strategy Group, which established asset allocation guidelines for the Private Bank. Mr. Stahl serves on the Nominating and Corporate Governance Committee and the Strategic Acquisitions Committee. QUALIFICATIONS Mr. Stahl’s qualifications to serve as a director include his over 30 years of investment experience, including in the energy and minerals space. |
ABOUT THE ANNUAL MEETING
| MARGUERITE WOUNG- CHAPMAN Director AGE: 60 DIRECTOR SINCE: November 2023 | Ms. Woung-Chapman has been a member of the Board since November 10, 2023. Ms. Woung-Chapman serves as a director of Summit Midstream Corporation (NYSE: SMC), a value-driven corporation focused on developing, owning and operating midstream energy infrastructure assets located in unconventional resource basins, primarily shale formations, in the continental United States. She currently serves as chair of their nominating, governance and sustainability committee and as a member of their compensation committee. Ms. Woung-Chapman serves on the board of directors of Chord Energy Corporation (NASDAQ: CHRD), a scaled unconventional U.S. oil producer with a premier Williston Basin acreage position, and serves on the compensation and human resources committee, and as chair of the nominating and governance committee. She was previously a member of the board directors of Oasis Petroleum, Inc. and chair of the board of directors and President of the Council of the Girl Scouts of San Jacinto Council. Ms. Woung-Chapman began her career as a corporate attorney with El Paso Corporation (including its predecessors) and during her tenure from 1991 until 2012, served as Vice President, Legal Shared Services, Corporate Secretary and Chief Governance Officer, among other positions. From 2012 to 2017, Ms. Woung-Chapman served in various capacities at EP Energy Corporation, a private company that subsequently became an NYSE-listed independent oil and gas exploration and production company, including, among others, Senior Vice President, Land Administration, General Counsel and Corporate Secretary. In 2018, Ms. Woung-Chapman served as Senior Vice President, General Counsel and Corporate Secretary of Energy XXI Gulf Coast, Inc., an independent exploration and production company that was engaged in the development, exploitation and acquisition of oil and natural gas properties in the U.S. Gulf Coast region until its acquisition by Cox Oil. Ms. Woung-Chapman holds a Bachelor of Science in Linguistics from Georgetown University and a J.D. from the Georgetown University Law Center. Ms. Woung-Chapman serves on the Audit Committee and the Nominating and Corporate Governance Committee. QUALIFICATIONS Ms. Woung-Chapman’s qualifications to serve as director include her valuable expertise in all aspects of management and strategic direction of publicly traded energy companies and her unique combination of experience in corporate governance, regulatory, compliance, corporate and asset transactions, legal and business administration. |
Stockholder Engagement Regarding Executive Compensation
| Stockholder Feedback | Compensation Committee Response | | Adjusted EBITDA Definition: Some investors expressed concern about the definition of Adjusted EBITDA used for our Adjusted EBITDA margin calculation, such as the inclusion of interest income and other non-operating or non-recurring items (e.g., legal expenses). | • Regular Evaluation: The Compensation Committee recognizes the challenges with using Adjusted EBITDA margin as an incentive metric and reduced the weight of this metric in the calculation of our executive officers’ annual cash bonus from 37.5% in 2023 to 25% for purposes of the 2024 annual incentive plan. For 2025, the Compensation Committee has approved a change in metrics for the short-term incentive program from Adjusted EBITDA margin to Adjusted EBITDA. As TPL’s business segments and revenue have grown, it has become more difficult to ensure alignment between maximizing FCF and maintaining an extremely high Adjusted EBITDA margin. While maintaining our high Adjusted EBITDA margin remains a priority for TPL management, the Compensation Committee has determined that using Adjusted EBITDA as a metric for the short-term incentive program provides a more appropriate incentive for management. • Interest Income: The Compensation Committee includes interest income in calculating Adjusted EBITDA because (i) this approach aligns with TPL’s capital allocation strategy, (ii) the incentive goals established for Adjusted EBITDA and Adjusted EBITDA margin include an assumed level of interest income and, therefore, its removal would have minimal impact and (iii) TPL is relatively unique in generating a significant amount of net interest income due to its lack of debt and, therefore, interest income is of heightened significance. | | Return on Capital Metric: Preference for a return on capital metric in the incentive program. | • Ongoing Review of Return on Capital Metric: The Compensation Committee incorporated a review of the returns on new capital invested as part of the strategic objectives portion of the 2024 annual incentive plan and intends to continue to evaluate return on capital metrics in the future. • TPL-Specific Considerations: The Compensation Committee also sees the advantages of a return on capital metric; however, the accounting for TPL’s assets may result in a distortion of traditional return on capital metrics. | | Commodity Prices: Concern about the impact of commodity prices on our incentive metrics, since they are outside of management’s control. | • Approach to Incentive Metrics: The Compensation Committee seeks to obtain an appropriate balance between aligning management pay outcomes with the interests of stockholders (regardless of financial impacts that are out of management’s control) and incentivizing management to improve areas that are under their control. Therefore, the Compensation Committee has used a mix of a relative metric (TSR) and an absolute metric (FCF) in the long-term incentive plan. • Collar on Commodity Price: The Compensation Committee has implemented a collar on TPL’s total commodity price realization in the calculation of financial results in the annual incentive plan, so that while management realizes some impact of realized commodity prices, the incentive outcomes are not overly influenced by the impact of changes in realized commodity prices. |
Board of Directors
Board of Directors The Board currently consists of ten (10) directors, nine (9) of whom — Mr. Best, Gen. Cook, Ms. Duganier, Ms. Epps, Mr. Kurz, Mr. Oliver, Mr. Roosa, Mr. Stahl and Ms. Woung-Chapman — are considered “independent” under the rules of the SEC and the NYSE. No director may be deemed independent unless the Board determines that he or she has no material relationship with TPL. Mr. Best serves as the Chair. In light of Mr. Best’s extensive experience in the energy industry and service on public company boards, the Board believes that he is well-positioned to serve as Chair. The Board meets at least quarterly, and the independent directors serving on the Board meet in executive session (i.e., without the presence of any non-independent directors and management) immediately following regularly scheduled Board meetings. During the fiscal year ended December 31, 2024 (the “Last Fiscal Year”), the Board met fourteen (14) times and acted by written consent in lieu of holding a meeting four (4) times. All of the directors attended
Board of Directors
| Texas Pacific Land Corporation | Proxy Statement | 29 |
Board of Directors
at least 86% of the total number of meetings held by the Board and of the committees on which they served during the Last Fiscal Year. While the Company does not have a policy requiring director attendance at annual meetings of stockholders, each director is expected to attend the Company’s annual meetings of stockholders. Each member of the Board attended our 2024 annual meeting of stockholders. The Board has four standing committees, consisting of a Nominating and Corporate Governance Committee, an Audit Committee, a Compensation Committee, and a Strategic Acquisitions Committee. Membership of each committee as of the date of this Proxy Statement is shown in the following table.
Board of Directors
| Name | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Strategic Acquisitions Committee | | Rhys J. Best | | | | | | Donald G. Cook | | • | ▲ | | | Barbara J. Duganier | • | ▲ | | • | | Donna E. Epps | ▲ | | • | | | Tyler Glover | | | | | | Karl F. Kurz | | • | | ▲ | | Eric L. Oliver | • | | | | | Robert Roosa | • | • | | • | | Murray Stahl | | | • | • | | Marguerite Woung-Chapman | • | | • | |
Board of Directors
▲ Chair • Member
Human Capital Resources
Executive Officers Each of our executive officers will hold office until his successor has been duly appointed and qualified or until his earlier death or resignation, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board. Tyler Glover, 40, serves as TPL’s President and Chief Executive Officer. Biographical information for Mr. Glover is included in the section above titled “Director Nominees”. Chris Steddum, 45, has served as TPL’s Chief Financial Officer since June 1, 2021. Prior to that, Mr. Steddum served as Vice President, Finance and Investor Relations of TPL and also served as Vice President, Finance and Investor Relations of the Trust. Prior to joining the Trust in 2019, Mr. Steddum spent 10 years working in oil and gas investment banking, most recently as a Director at Stifel Financial Corporation from 2016 to 2019, and prior to that served as a Director at GMP Securities from 2014 to 2016. Micheal W. Dobbs, 52, has served as TPL’s Senior Vice President, Secretary and General Counsel since January 11, 2021. Mr. Dobbs also served as Senior Vice President and General Counsel of the Trust from August 2020 until January 11, 2021. Prior to joining the Trust, Mr. Dobbs had been an equity partner at Kelley Drye & Warren LLP and managing partner of the Houston, Texas office. Significant Employees Robert A. Crain, 47, serves as Executive Vice President of TPWR, in which capacity he has served since its formation in June 2017. From 2015 to 2017, Mr. Crain was Water Resources Manager with EOG Resources where he led the development of EOG’s water resource development efforts across multiple basins including the Permian and Eagle Ford. During his career, he has successfully developed multiple large-scale water sourcing, distribution and treatment systems across multiple platforms and industries. Stephanie Buffington, 59, serves as TPL’s Chief Accounting Officer, in which capacity she has served since June 1, 2021. From September 2020 through May 2021, Ms. Buffington served as Vice President of Financial Reporting and from December 2017 through September 2021 served as Director of Financial Reporting. Prior to joining the Company, Ms. Buffington most recently served as Vice President of Financial Reporting at Monogram Residential Trust, Inc., a publicly traded REIT, from 2014 to 2017. Ms. Buffington has over 25 years of public company experience and began her career at KPMG. She is a licensed Certified Public Accountant in the State of Texas.
Compensation Philosophy and Approach
| Key Compensation Component | Purpose | Philosophy | | Base Salary | • Provide a competitive level of fixed compensation | • Set at a competitive level annually by the Compensation Committee and the Board, as applicable • Based on evaluation of executive officers’ performance and contributions and competitive market data | | Annual Cash Incentive | • Align executive officer pay with performance • Reward for achievement of annual goals, both financial and non-financial • Establish strategic priorities for the year through the strategic portion of the award | • Individual target levels set at a competitive level based on competitive market data and executive officers’ contribution level • Payouts heavily influenced by performance against pre-set goals • Portion of award earned through achievements against strategic priorities | | Long-Term Incentives | • Align executive pay with long-term stockholder experience through share ownership • Encourage long-term retention through extended vesting periods • Tie executive pay outcomes to long-term performance through performance-based awards | • Individual awards set at a competitive level based on competitive market data and executive officers’ contribution level • At least 50% of each executive officers’ awards are performance-based • Performance tied to long-term share price and financial performance, based on pre-set goals |
Role of the Independent Consultant
Role of the Independent Consultant Since 2021, the Compensation Committee has used Meridian Compensation Partners (“Meridian”) as its independent compensation consultant to assist the Compensation Committee in fulfilling its responsibilities related to the oversight of TPL’s executive officer and non-employee director compensation. The Compensation Committee determined that Meridian was independent from management based upon the consideration of various relevant factors, including that Meridian did not provide any services to TPL except advisory services to the Compensation Committee, and that Meridian maintained, and adhered to, policies and procedures that were designed to prevent conflicts of interests. The independent compensation consultant advises the Compensation Committee in the development of pay strategies regarding our executive officers, including our Chief Executive Officer, and non-employee directors. The Compensation Committee reviews and discusses matters involving executive officer and non-employee director compensation. Following this review, the Compensation Committee makes a determination and/or recommendation to the Board, as applicable under the Compensation Committee’s Charter, regarding, among other things (a) the compensation of the Chief Executive Officer and the compensation of executive officers other than the Chief Executive Officer, in each case including salary, bonus, benefits, incentive awards and perquisites, and (b) compensation for TPL’s non-employee directors.
Role of the Independent Consultant
| Texas Pacific Land Corporation | Proxy Statement | 43 |
Role of the Independent Consultant
Benchmarking Process
2024 Annual Incentive Targets
2024 Annual Incentive Targets Each of the Named Executive Officers is eligible to earn an annual cash bonus, based on the target bonus, which is expressed as a percentage of base salary and established based on references to market data as described above. The target bonus as a percentage of base salary for each of our Named Executive Officers for 2024 was as follows:
2024 Annual Incentive Targets
| Named Executive Officer | 2024 Target Bonus as a % of Salary | | Tyler Glover | 110% | | Chris Steddum | 90% | | Micheal W. Dobbs | 75% |
2024 Annual Incentive Targets
Target bonuses as a percentage of base salary were unchanged from 2023. The Compensation Committee has established a structured annual incentive program, with goals tied to key metrics for the Company, pursuant to which the bonuses discussed above are awarded. For 2024, the metrics included two performance metrics (Adjusted EBITDA margin and free cash flow (“FCF”) per fully diluted share, as well as several strategic objectives, as outlined below.
2024 Annual (Short-Term) Incentive Program Summary
2024 Annual (Short-Term) Incentive Program Summary
2024 Annual (Short-Term) Incentive Program Summary
| Metric | Weight | Rationale | | Adjusted EBITDA Margin | 25% | TPL has one of the highest Adjusted EBITDA margins of any company in the oil and gas industry, and maintaining high margins is a high priority for the management team. | | FCF per Fully Diluted Share(1) | 50% | Generating FCF is a high priority for TPL, which enables greater returns to stockholders in the form of dividends and share repurchases. | | Strategic Objectives | 25% | These objectives were established based on key strategic priorities to ensure long-term success, such as safety and environmental performance, increasing use of TPL’s land, SLEM, and water services, leveraging TPL’s land to explore other non-oil and gas revenue streams and generating an appropriate return on new capital spend. |
2024 Annual (Short-Term) Incentive Program Summary
(1) Calculated as FCF divided by the diluted weighted average number of shares outstanding. As part of its ongoing evaluation of the annual incentive program and after considering feedback from stockholders, the Compensation Committee determined to reduce the weight of Adjusted EBITDA margin in the calculation of the annual cash bonuses our executive officers were eligible to receive for 2024. As a result, the weighting of the metrics used for purposes of the 2024 annual incentive plan was adjusted as follows:
2024 Annual (Short-Term) Incentive Program Summary
| Metric | 2023 Weight | 2024 Weight | | Adjusted EBITDA Margin | 37.5% | 25.0% | | FCF per Fully Diluted Share | 37.5% | 50.0% | | Strategic Objectives | 25.0% | 25.0% |
2024 Annual (Short-Term) Incentive Program Summary
Goals for each of the 2024 metrics were established at the beginning of 2024, based on expectations for the year. The threshold, target, and maximum levels of performance for each performance metric are outlined below. At threshold, target, and maximum performance levels, 50%, 100%, and 200% of the target bonus would be earned, respectively, for each metric.
2024 Annual (Short-Term) Incentive Program Summary
| Metric | Weighting | Threshold | Target | Maximum | Actual Results | | Adjusted EBITDA Margin | 25.0% | 78.0% | 83.0% | 88.0% | 86.5% | | FCF per Fully Diluted Share | 50.0% | $11.00 | $15.67 | $20.33 | $20.03 |
2024 Annual (Short-Term) Incentive Program Summary
TPL’s performance against the pre-established financial goals can be heavily influenced by the impact of changes in commodity prices. To mitigate this impact, the Compensation Committee implemented a commodity adjustment calculation in 2022 and beyond, which uses a collar on commodity prices. Within the collar range, no adjustment is made
2024 Annual (Short-Term) Incentive Program Summary
| 46 | Texas Pacific Land Corporation | Proxy Statement |
2024 Annual (Short-Term) Incentive Program Summary
for commodity prices. If TPL’s total commodity price realization falls below or rises above the collar range, a floor or cap on prices is applied. This provides our management team with some exposure to commodity price fluctuations, in line with our stockholders, but limits the exposure with significant changes in commodity prices. In 2024, the collar for commodity prices ranged from $29.83 per barrels of oil equivalent (“Boe”) to $47.24 per Boe. Actual realizations of $39.87 per Boe were within the range of the collar for 2024, thus no adjustment to price per Boe was necessary for determining Adjusted EBITDA margin and FCF per fully diluted share. Based on final financial results, TPL exceeded the Target level on both of the financial metrics, earning 171% of target on the Adjusted EBITDA margin metric and 194% of target on the FCF per fully diluted share metric. The Compensation Committee also established strategic objectives for the year, which were intended to encourage our management team to take action to improve TPL’s long-term opportunities for success, but which did not directly impact financial results in 2024. The material aspects of our strategic objectives are outlined below.
2024 Annual (Short-Term) Incentive Program Summary
| Strategic Objectives | Results | | Safety: Maintain a total recordable incident rate (“TRIR”) score at or below the industry average | No reported safety incidents; TRIR score is zero | | ESG: Remain below FY21 Scope 1 Emissions level (assuming no significant acquisitions) | Scope 1 emissions declined 8% compared to 2021 levels resulting from electrification of water facilities | | Environmental: Zero produced water spills | Zero reportable spills | | Active Management: Maintain N. Delaware development market capture rate above TPL acreage ownership | Achieved lateral feet drilled capture rate of 13% above average ownership level | | Growth: Secure four new SWD permits and execute one new long-term agreement on recently acquired assets | Exceeded the goal of securing four new SWD permits | | Capital Returns: Achieve ROIC of 8% for acquisitions and growth capital deployed throughout the year | Actual ROIC results exceeded 8% |
2024 Annual (Short-Term) Incentive Program Summary
Given the challenging nature of the strategic objectives and the 2024 actual results, the Compensation Committee scored the strategic objectives at 200% of target. Based on the achievement of all three metrics, bonuses were earned at 189.4% of target for each of the Named Executive Officers, as outlined below:
2024 Annual (Short-Term) Incentive Program Summary
| Named Executive Officer | Actual Bonus for 2024 | | Tyler Glover | $1,771,181 | | Chris Steddum | $895,062 | | Micheal W. Dobbs | $625,123 |
2024 Annual (Short-Term) Incentive Program Summary
For 2025, the Compensation Committee has approved a change in metrics for the short-term incentive program from Adjusted EBITDA margin to Adjusted EBITDA. As TPL’s business segments and revenue have grown, it has become more difficult to ensure alignment between maximizing FCF and increasing the Adjusted EBITDA margin. While maintaining our high Adjusted EBITDA margin remains a priority for TPL management, the Compensation Committee has determined that using Adjusted EBITDA as a metric for the short-term incentive program provides a more appropriate incentive for management.
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program As part of the program redesign in 2022, the Compensation Committee implemented a long-term incentive plan for key employees at TPL, including the Named Executive Officers. The goals of the long-term incentive plan include: • Align executives’ financial interests with stockholders. • Tie executive compensation with long-term performance. • Create a retention incentive through a substantial forfeitable balance with long-term vesting. Provide a competitive compensation program aligned with typical company practices.
2024 Long-Term Incentive Program
| Texas Pacific Land Corporation | Proxy Statement | 47 |
2024 Long-Term Incentive Program
To meet the objectives of the program, the Compensation Committee established a long-term incentive program for the Named Executive Officers that uses a combination of PSUs and RSUs. Each of the primary vehicles is summarized in the table below and described in more detail later in this section.
2024 Long-Term Incentive Program
| Vehicle | Weight | Rationale | | PSUs Tied to Relative Total Stockholder Return (“RTSR”) against the SPDR S&P Oil & Gas Exploration & Production ETF (“XOP”) Index | 25% | Earned if TPL performs well against a broad group of energy companies included in the XOP index. The maximum amount can only be earned if TPL is in the top 10% of this index. | | PSUs Tied to Three-Year Cumulative FCF per Fully Diluted Share | 25% | Earned if TPL meets pre-established goals for generating FCF over the three-year performance period. Generating FCF enables greater returns to stockholders in the form of dividends and share repurchases. | | Time-Based Restricted Stock Units (RSUs) | 50% | Increases alignment between executives’ interests and stockholders through share ownership of our executive team. Encourages continuity of the management team due to long-term (three-year) vesting provisions. |
Performance Share Units (PSUs)
Performance Share Units (PSUs) PSUs comprised 50% of our Named Executive Officers’ long-term incentive compensation for 2024. The Compensation Committee believes that PSUs create alignment between our executive officers and our long-term performance as measured by RTSR against a broad energy industry index (50% of PSUs) and the generation of FCF flow per fully diluted share over a three-year period (50% of PSUs). These awards vest, if at all, at the end of a three-year performance period. The PSUs tied to RTSR (the “RTSR PSUs”) are intended to measure the performance of TPL’s stock against a broad set of energy industry companies included in the XOP index. Measuring RTSR against this group helps mitigate the impact of commodity price swings on the measurement of our performance. While TPL does not have any direct peers, the broad XOP index comprises many of our customers and other companies that are similarly impacted by fluctuations in commodity prices. The RTSR PSUs can be earned between 0% and 200% of the target number of shares based on our RTSR percentile ranking against the constituents of the XOP index as follows:
Performance Share Units (PSUs)
| Percentile Rank | Shares Earned as a% of Target(1) | | 90th or above | 200% | | 70th | 150% | | 50th | 100% | | 25th | 25% | | < 25th | —% |
Performance Share Units (PSUs)
(1) Payouts are interpolated between the points in the table. RTSR is measured using an average closing price at the beginning and end of the performance period. In the case of the 2024 awards, the average closing price over the month of January 2027 will be compared against the average closing price over the month of January 2024, assuming reinvestment of dividends from February 1, 2024 to January 31, 2027. The remaining 50% of PSUs (the “FCF PSUs”) measure our cumulative FCF per fully diluted share against our initial targets over a three-year period. If the Company is able to outperform and generate greater FCF, it will help enable an increase in returns to stockholders through dividends and share repurchases. By measuring FCF on a per share basis, it requires our management team to ensure any dilution to our stockholders results in sufficiently greater FCF on an absolute basis.
Performance Share Units (PSUs)
| 48 | Texas Pacific Land Corporation | Proxy Statement |
Performance Share Units (PSUs)
The FCF PSUs can be earned between 0% and 200% of the target number of shares based on cumulative FCF per fully diluted share as follows:
Performance Share Units (PSUs)
| Performance Level | Cumulative 3-Year FCF/Diluted Share | Shares Earned as a % of Target(1) | | Maximum | $63.33/Share | 200% | | Target | $50.00/Share | 100% | | Threshold | $36.67/Share | 25% | | Below Threshold | <$36.67/Share | —% |
Performance Share Units (PSUs)
(1) Payouts are interpolated between the points in the table.
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) RSUs made up the other 50% of our Named Executive Officers’ long-term incentive compensation for 2024. Regular grants of RSUs are intended to help build an ownership stake in TPL, thereby further aligning the interests of executives with the interests of TPL stockholders. The RSUs serve as a retention tool by creating a substantial forfeitable stake in the Company. The RSUs vest based on continued service to TPL in one-third increments per year, beginning on the first anniversary of the grant date.
2024 Long-Term Incentive Grants
2024 Long-Term Incentive Grants In early 2024, the Compensation Committee established target long-term incentive grant levels for each of the Named Executive Officers based on a review of market data from the Reference Group and consideration of other factors such as experience and expertise, individual and company performance, and potential competitive opportunities for each of our Named Executive Officers. The target long-term incentive grant levels were established as a percentage of base salary and converted into a number of units based on the stock price on the grant date. The February 2024 awards are summarized in the table below:
2024 Long-Term Incentive Grants
| Name | Base Salary | Target LTI as Percentage of Base Salary | Target LTI Dollar Amount(1) | Number of PSUs (at Target) | Number of RSUs | | Tyler Glover | $850,000 | 425% | $3,612,500 | 3,804 | 3,804 | | Chris Steddum | $525,000 | 375% | $1,968,750 | 2,076 | 2,076 | | Micheal W. Dobbs | $440,000 | 260% | $1,144,000 | 1,206 | 1,206 |
2024 Long-Term Incentive Grants
(1) The Target LTI Dollar Amount does not match the accounting values in the Summary Compensation Table as the accounting value of the RTSR PSUs is based on a Monte Carlo valuation.
2024 PSU Vestings
2024 PSU Vestings Following the end of the 2022-2024 performance period, the Compensation Committee certified the results of the PSU awards granted to our Named Executive Officers in 2022. The awards were split between 50% RTSR PSUs and 50% FCF PSUs. The results for each are presented in the following table:
2024 PSU Vestings
| PSUs | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Results | Percentage of Targeted Shares Earned | | RTSR PSUs | 25th percentile | 50th percentile | 90th percentile | 100th percentile(1) | 200% | | FCF PSUs | $35.00/share | $42.50/share | $50.00/share | $57.58/share | 200% |
2024 PSU Vestings
(1) The value of the performance measure, RTSR, was 265%.
Employment Agreements
Employment Agreements The Company has entered into employment agreements with each Named Executive Officer following approval by the Compensation Committee. These employment agreements provide for minimum levels of compensation and provide severance protections for the officer upon a termination of employment without Cause or for Good Reason (each as defined in the applicable agreement). These agreements help match competitive practices and also include certain restrictive covenants designed to protect the Company. The provisions of these agreements are summarized under “Employment Agreements” below.
Accounting and Tax Considerations
Accounting and Tax Considerations In setting the components of our executive compensation program, the Committee considers the impact of the following tax and accounting provisions: • Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally disallows a tax deduction by public companies for compensation over $1 million paid individually to covered employees, as defined in the Code. Tax deductibility is only one factor considered by the Compensation Committee in making compensation decisions that are in the best interest of TPL and our stockholders. • Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC Topic 718”). ASC Topic 718 requires a public company to measure the cost of employee services received in exchange for an award of equity based on the grant date fair value of the award. Our equity awards to the Named Executives Officers (and to our other employees) are structured in a manner that is intended to maintain the appropriate accounting treatment. • Code Section 409A. Section 409A of the Code provides that deferrals of compensation under a nonqualified deferred compensation plan or arrangement are to be included in an individual’s current gross income to the extent that such deferrals are not subject to a substantial risk of forfeiture and have not previously been included in the individual’s gross income, unless certain requirements are met. We structure our stock plans, change of control agreements, severance plans and agreements and other incentive plans and agreements, each to the extent they are subject to Section 409A, to be in compliance with Section 409A. Code Sections 280G and 4999. The change of control benefits in our Named Executive Officers’ employment agreements provide that, upon a change of control, we will either (i) reduce the amount of severance benefits
Accounting and Tax Considerations
otherwise payable to the executive officer so that such severance benefits will not be subject to excise tax for purposes of Sections 280G and 4999 of the Code, or (ii) pay the full amount of severance benefits to the executive officer (but with no tax “gross-up”), whichever produces the better after-tax result for the executive officer (often referred to as the “best-of-net” approach).
Other Compensation-Related Policies
| Name and Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan(2) | Change in Actuarial Present Value of Accumulated Benefits(3) | All Other Compensation(4)(5) | Total | | Tyler Glover President and Chief Executive Officer | 2024 | $850,000 | $4,756,794(6) | $1,771,181 | $— | $35,100 | $7,413,075 | | | 2023 | $850,000 | $3,771,255 | $1,412,785 | $40,477 | $34,200 | $6,108,717 | | | 2022 | $850,000 | $3,766,469 | $1,636,250 | $— | $32,700 | $6,285,419 | | Chris Steddum Chief Financial Officer | 2024 | $525,000 | $2,595,979(6) | $895,062 | $13,148 | $20,700 | $4,049,889 | | | 2023 | $500,000 | $1,806,913 | $679,950 | $26,724 | $19,800 | $3,033,387 | | | 2022 | $475,000 | $1,554,798 | $748,125 | $— | $18,300 | $2,796,223 | | Micheal W. Dobbs Senior Vice President, Secretary and General Counsel | 2024 | $440,000 | $1,508,069(6) | $625,123 | $23,226 | $20,700 | $2,617,118 | | | 2023 | $420,000 | $1,166,994 | $475,965 | $31,869 | $19,800 | $2,114,628 | | | 2022 | $400,000 | $957,084 | $525,000 | $24,285 | $18,000 | $1,924,369 |
Other Compensation-Related Policies
| | Outstanding Equity Awards at December 31, 2024 | | | | | | | Stock Awards | | | | | | Name | Award Type | Number of Shares or Units of Stock that have Not Vested (#)(1) | Market Value of Shares or Units of Stock that have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)(3) | | Tyler Glover | | | | | | | | RSU | 6,828 | $7,551,495 | | | | | RTSR PSU | | | 5,103(4) | $5,643,714 | | | FCF PSU | | | 9,543(5) | $10,554,176 | | Chris Steddum | | | | | | | | RSU | 3,438 | $3,802,290 | | | | | RTSR PSU | | | 2,448(4) | $2,707,390 | | | FCF PSU | | | 4,578(5) | $5,063,085 | | Micheal W. Dobbs | | | | | | | | RSU | 2,073 | $2,292,655 | | | | | RTSR PSU | | | 1,491(4) | $1,648,986 | | | FCF PSU | | | 2,777(5) | $3,071,251 |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | Average Summary Comp Table Total for Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based on:(4) | | | Company Selected Performance Measure(5) | | Year(1) | Summary Compensation Table for PEO | CAP to PEO(2) | | Average CAP to Non-PEO NEOs(3) | Total Shareholder Return | Total Shareholder Return Peer Group | Net Income (in thousands) | Adjusted EBITDA (in thousands) | | 2024 | $7,413,075 | $25,838,742 | $3,333,504 | $10,541,305 | $403 | $217 | $453,960 | $610,731 | | 2023 | $6,108,717 | $1,447,226 | $2,574,008 | $919,568 | $187 | $220 | $405,645 | $541,442 | | 2022 | $6,285,419 | $12,407,635 | $2,360,296 | $4,614,097 | $277 | $212 | $446,362 | $591,814 | | 2021 | $4,969,831 | $5,004,081 | $1,498,091 | $1,529,156 | $145 | $146 | $269,980 | $387,980 | | 2020 | $3,006,666 | $2,982,168 | $1,506,222 | $1,484,318 | N/A | N/A | $176,049 | $239,107 |
Pay Versus Performance Table
(1) For 2022, 2023, and 2024, our PEO was Tyler Glover and our non-PEO NEOs were Chris Steddum and Micheal Dobbs. For 2021, our PEO was Tyler Glover and our non-PEO NEOs were Robert Packer (who retired effective May 31, 2021), Chris Steddum and Michael Dobbs. For 2020, our PEO was Tyler Glover and our non-PEO NEOs were Robert Packer, Chris Steddum and Michael Dobbs. Amounts reported in this column are based on total compensation reported for our PEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Pay Versus Performance Table
| 62 | Texas Pacific Land Corporation | Proxy Statement |
Pay Versus Performance Table
| | | 2024 | 2023 | 2022 | 2021 | 2020 | | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | $7,413,075 | $6,108,717 | $6,285,419 | $4,969,831 | $3,006,666 | | Subtract | Pension values reported in SCT for covered fiscal year | — | (40,477) | — | (37,183) | (85,166) | | Subtract | Fair value of equity awards granted during covered fiscal year | (4,756,794) | (3,771,255) | (3,766,469) | (1,500,848) | — | | Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | 40,789 | 36,158 | 72,506 | 74,886 | 60,668 | | Add | Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | 12,541,883 | 2,654,572 | 8,489,088 | 1,497,395 | — | | Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | — | — | — | — | — | | Add | Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 22,539 | 34,912 | 23,008 | — | — | | Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 10,652,751 | (3,030,040) | 525,773 | — | — | | Add/(Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | (75,501) | (545,362) | 778,310 | — | — | | Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | | Equals | CAP to PEO | $25,838,742 | $1,447,226 | $12,407,635 | $5,004,081 | $2,982,168 |
Pay Versus Performance Table
Amounts reported in this column are based on the average of the total compensation reported for our non-PEO NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Pay Versus Performance Table
| Texas Pacific Land Corporation | Proxy Statement | 63 |
Pay Versus Performance Table
| | | 2024 | 2023 | 2022 | 2021 | 2020 | | | Total Compensation as reported in the SCT | $3,333,504 | $2,574,008 | $2,360,296 | $1,498,091 | $1,506,222 | | Subtract | Pension values reported in SCT for covered fiscal year | (18,187) | (29,297) | (12,143) | (16,731) | (43,255) | | Subtract | Fair value of equity awards granted during covered fiscal year | (2,052,024) | (1,486,954) | (1,255,941) | (466,903) | — | | Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | 47,483 | 42,616 | 71,825 | 48,870 | 21,351 | | Add | Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end | 5,410,418 | 1,046,443 | 2,830,787 | 465,829 | — | | Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting | — | — | — | — | — | | Add | Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | 7,739 | 14,512 | 10,736 | — | — | | Add/ (Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 3,839,436 | (1,010,650) | 245,361 | — | — | | Add/ (Subtract) | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | (27,064) | (231,111) | 363,176 | — | — | | Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | | Equals | Average CAP to non-PEO NEOs | $10,541,305 | $919,568 | $4,614,097 | $1,529,156 | $1,484,318 |
Pay Versus Performance Table
(4) Total shareholder return represents the cumulative total return from January 11, 2021, (the date of our Corporate Reorganization) through December 31, 2024, 2023, 2022 and 2021, respectively. The peer group used is the XOP index. In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial
Pay Versus Performance Table
| 64 | Texas Pacific Land Corporation | Proxy Statement |
Pay Versus Performance Table
performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The Company determined Adjusted EBITDA, which is a component of a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. We define Adjusted EBITDA as earnings before interest expense, taxes, depreciation, depletion and amortization, employee share-based compensation, severance costs and conversion costs related to our corporation reorganization. Strong share price performance in 2024 and 2022 has increased the value of previously granted awards in the CAP calculation compared to their initial grant - date fair value as measured in the Summary Compensation Table.
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance The charts below describe the relationship between CAP to our PEO and other non-PEO NEOs (as disclosed in the Pay Versus Performance Table above) and our financial and stock performance for the indicated years. The following chart compares CAP versus Company TSR and XOP TSR: The following chart compares CAP versus Net Income:
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
| Texas Pacific Land Corporation | Proxy Statement | 65 |
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
The following chart compares CAP versus Adjusted EBITDA:
Company’s Most Important Financial Performance Measures
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Rhys J. Best | $243,000 | $125,796 | $368,796 | | Donald G. Cook | $144,000 | $125,796 | $269,796 | | Barbara J. Duganier | $154,000 | $125,796 | $279,796 | | Donna E. Epps | $154,000 | $125,796 | $279,796 | | Karl F. Kurz | $138,000 | $125,796 | $263,796 | | Eric L. Oliver | $115,000 | $125,796 | $240,796 | | Robert Roosa | $138,500 | $125,796 | $264,296 | | Murray Stahl | $122,500 | $125,796 | $248,296 | | Marguerite Woung-Chapman | $133,000 | $125,796 | $258,796 |