DEF 14A of Texas Pacific Land Corp
Filed Sep 25, 2026 · FY20250001104659-26-110963
Proposals to Be Voted On
| Pay Versus Performance Disclosure | 95 | | Directors’ Compensation | 99 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 102 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 103 | | INCORPORATION BY REFERENCE | 104 | | FORWARD-LOOKING STATEMENTS | 104 | | APPENDIX A — NON-GAAP PERFORMANCE MEASURES | A-1 | | APPENDIX B — TEXAS REDOMESTICATION RESOLUTIONS | B-1 | | APPENDIX C — PLAN OF CONVERSION | C-1 | | APPENDIX D — TEXAS CERTIFICATE OF FORMATION | D-1 | | APPENDIX E — TEXAS BYLAWS | E-1 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board currently consists of nine (9) directors. At the Annual Meeting, all nine (9) directors are standing for election for a term of one year expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation, disqualification or removal. Each of Rhys J. Best, General Donald G. Cook, Peter Doyle, Barbara J. Duganier, Donna E. Epps, Tyler Glover, Karl F. Kurz, Robert Roosa, and Marguerite Woung-Chapman has been nominated by the Board for election at the Annual Meeting. Each nominee has consented to being named as a nominee for election as a director and has agreed to serve if elected; however, if a nominee should withdraw his or her name from consideration for any reason or otherwise become unable to serve before the Annual Meeting, the Board reserves the right to substitute another person as nominee, and the proxies named in this Proxy Statement will vote for any substitute nominated by the Board. Cooperation Agreement On July 28, 2023, the Company entered into a Cooperation Agreement with certain stockholders, including Horizon Kinetics LLC (now Horizon Kinetics Holding Corporation (“Horizon Kinetics”)) and Horizon Kinetics Asset Management LLC (together with Horizon Kinetics and collectively with their respective affiliates, “Horizon”), and SoftVest Advisors, LLC (“SoftVest Advisors”) and SoftVest, L.P. (together with SoftVest Advisors and its affiliates, “SoftVest,” and together with Horizon, the “Investor Group”). The Cooperation Agreement provided for, among other things, mutual non-disparagement covenants and certain standstill obligations for the Investor Group as long as one of Murray Stahl or Eric Oliver remained on the Board. Mr. Oliver did not seek re-election to the Board at the Company’s 2025 annual meeting of stockholders, and the Cooperation Agreement terminated on April 7, 2026, upon the passing of Mr. Stahl. Board Representative Agreement On May 5, 2026, the Company entered into a Board Representative Agreement (the “Board Representative Agreement”) with Horizon, pursuant to which, among other things, (i) the Company agreed to nominate a designee of Horizon (the “HK Designee”) for election to the Board, subject to the approval of the Nominating and Corporate Governance Committee, at the Annual Meeting, and (ii) the Company and Horizon agreed to mutual non-disparagement covenants and certain standstill obligations for Horizon similar to those contained in the Cooperation Agreement as long as the HK Designee serves on the Board. Pursuant to the Board Representative Agreement, Peter Doyle was selected as the HK Designee and will stand for election at the Annual Meeting. Board of Directors The following table sets forth information with respect to our current directors, all of whom are standing for election at the Annual Meeting.
ELECTION OF DIRECTORS
| Name | Age | Position | | Rhys J. Best | 80 | Director, Chair | | General Donald G. Cook, USAF (Ret.) | 80 | Director | | Peter Doyle | 64 | Director | | Barbara J. Duganier | 68 | Director | | Donna E. Epps | 62 | Director | | Tyler Glover | 41 | President, CEO & Director | | Karl F. Kurz | 65 | Director | | Robert Roosa | 56 | Director | | Marguerite Woung-Chapman | 61 | Director |
ELECTION OF DIRECTORS
| 8 | Texas Pacific Land Corporation | Proxy Statement |
ELECTION OF DIRECTORS
Proposal One Election of Officers Our director nominees bring to the Board a wide range of skills, qualifications, experience, perspectives and diverse characteristics that enhance the Board’s ability to carry out its oversight role on behalf of our stockholders. The following table sets forth a summary of the qualifications and experiences of each director nominee, which we believe are relevant to our business. Because this is a summary, it does not include all of the skills, experiences and qualifications that each director nominee offers.
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
Qualifications and Experience
ELECTION OF DIRECTORS
| | Best | Cook | Doyle | Duganier | Epps | Glover | Kurz | Roosa | Woung- Chapman | Total | | Public Company CEO or COO Experience | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | 5 of 9 | | Financial Oversight/Accounting Senior executive level experience in financial accounting and reporting, auditing, corporate financing and/or internal controls or experience in the financial services industry | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | 5 of 9 | | Industry Experience Experience as an executive or director in, or in other leadership positions working with the oil and gas industry and knowledge of the risks related to the industry | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | 7 of 9 | | Public Policy/Regulatory Experience in or a strong understanding of the regulatory issues facing the oil and gas industry and public policy on a local, state and national level | ✓ | | | | | ✓ | ✓ | ✓ | ✓ | 5 of 9 | | HES Experience Experience with direct control or accountability for health, environmental, safety and social responsibility management | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | 7 of 9 | | Risk Management Executive experience evaluating significant risks and providing effective oversight of risk management processes, including cyber security risk and financial risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 9 of 9 | | Independence Satisfies the independence requirements of the NYSE and SEC | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | 8 of 9 | | Public Company Board Experience Including corporate governance experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 9 of 9 |
ELECTION OF DIRECTORS
| Gender | Female | Male | | | 3 | 6 | | Demographics | | | | African American or Black | | | | Native American | | | | Asian | | | | Hispanic or Latino | | | | Caucasian | 2 | 6 | | Two or More Races or Ethnicities | 1 | |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
DIRECTOR NOMINEES
ELECTION OF DIRECTORS
| RHYS J. BEST Director, Chair AGE: 80 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, and as a Trustee of the Texas Capital Funds Trust (NYSE Arca: TXS) (since 2026). Mr. Best previously served on the board of directors 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 directors 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. |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| DONALD G. COOK Director AGE: 80 DIRECTOR SINCE: January 2021 | General Cook has been a member of the Board since January 11, 2021. General Cook previously served on the board of directors 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 directors 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 the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance 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. |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| PETER DOYLE Director AGE: 64 DIRECTOR SINCE: May 2026 | Mr. Doyle has been a member of the Board since May 5, 2026. Mr. Doyle is a Co-Founder and the Co-Chief Executive Officer of Horizon Kinetics, which is a passive investor in certain of TPL’s direct and indirect competitors. He is a senior member of the Horizon Kinetics research team, and a member of the Investment Committee and the Board of Directors. Mr. Doyle has worked for Horizon Kinetics since its founding in 1994. Mr. Doyle is also the President of Kinetics Mutual Funds, Inc., a series of investment companies managed by the Horizon Kinetics. Mr. Doyle is a Co-Portfolio Manager for several registered investment companies, private funds, and separately managed accounts. Mr. Doyle is also the Co-Chief Executive Officer of FRMO Corp., an affiliated publicly traded company. Previously, Mr. Doyle was with Bankers Trust Company as a Senior Investment Officer, where he also served on the Finance, Utility and REIT Research sub-group teams. Mr. Doyle received a BS from St. John’s University and an MBA from Fordham University. Mr. Doyle serves on the Strategic Acquisitions Committee. QUALIFICATIONS Mr. Doyle’s qualifications to serve as a director include his over 40 years of investment experience, including in the energy and minerals space. |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| BARBARA J. DUGANIER Director AGE: 68 DIRECTOR SINCE: January 2021 | Ms. Duganier has been a member of the Board since January 11, 2021. Ms. Duganier currently serves on the board of directors 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 board of directors 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 board of directors 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 and Effective AI Oversight for Directors 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. |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| DONNA E. EPPS Director AGE: 62 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 directors 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 directors 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. |
ELECTION OF DIRECTORS
| TYLER GLOVER President, CEO & Director | 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. | | AGE: 41 DIRECTOR SINCE: January 2021 | |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| KARL F. KURZ Director AGE: 65 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 of directors at American Water Works Co., Inc. (NYSE: AWK) and a member of the board of directors 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 board of directors 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 non-profit boards of directors. 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. |
ELECTION OF DIRECTORS
| ROBERT ROOSA Director AGE: 56 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. |
ELECTION OF DIRECTORS
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ELECTION OF DIRECTORS
| MARGUERITE WOUNG- CHAPMAN Director AGE: 61 DIRECTOR SINCE: November 2023 | Ms. Woung-Chapman has been a member of the Board since November 10, 2023. Ms. Woung-Chapman also 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. Ms. Woung-Chapman previously served 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, where she served as chair of their nominating, governance and sustainability committee and as a member of their compensation committee. Ms. Woung-Chapman retired from the SMC board of directors effective March 15, 2026. She was also 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 and is the chair of the Nominating and Corporate Governance Committee and also serves on the Audit 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. |
ELECTION OF DIRECTORS
There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There are no legal proceedings involving any director, person nominated to become a director or executive officer of the Company that are material to an evaluation of their ability or integrity or in which any director, person nominated to become a director or executive officer, or any associate thereof, is a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries. Directors will be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes (if any) will have no effect on the election of directors.
ELECTION OF DIRECTORS
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES. |
ELECTION OF DIRECTORS
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Many Other Public Companies Have Aligned Their Operational Footprint with Their State of Incorporation
Southwest Airlines Co. and Space Exploration Technologies Corp. (i.e., SpaceX). More broadly, many successful companies, including Microsoft Corporation, Apple Inc. and others, are incorporated in their home state. Principal Terms of the Texas Redomestication The Texas Redomestication, if approved by stockholders, will be effected through a conversion pursuant to Section 266 of the Delaware General Corporation Law, as amended (the “DGCL”), and Title 1, Chapter 10, Subchapter C of the TBOC, as set forth in the plan of conversion included as Appendix C to this Proxy Statement (the “Plan of Conversion”). This process involves the Company filing with the Secretary of State of the State of Delaware a Certificate of Conversion and filing with the Secretary of State of the State of Texas (i) a Certificate of Conversion, and (ii) the Texas Certificate of Formation, which will govern the converted entity as a Texas corporation. In addition, the Board has adopted the Texas Bylaws for the converted entity, subject to stockholder approval of the Texas Redomestication Proposal. Approval of the Texas Redomestication Proposal will constitute approval of the Plan of Conversion, the Texas Certificate of Formation and the Texas Bylaws. Through the adoption of the Plan of Conversion, upon the consummation of the Texas Redomestication: • The Company will continue in existence as a Texas corporation and will continue to operate the Company’s business under its current name, “Texas Pacific Land Corporation.” • The internal affairs of the Company will cease to be governed by Delaware law and thereafter will be governed by Texas law. See “Comparison of Stockholder Rights under Delaware and Texas Law” below. • The Company will cease to be governed by the Delaware Charter and the Delaware Bylaws and will be instead subject to the provisions of the Texas Certificate of Formation and the Texas Bylaws. See “Certain Differences Between Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws” below. • The Texas Redomestication will not result in any change in headquarters, business, jobs, management, properties or location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Texas Redomestication and the cost of corporate franchise taxes). • Each outstanding share of the Company’s common stock, par value $0.01 per share (“Delaware Corporation Common Stock”), will automatically become one outstanding share of common stock, par value $0.01 per share, of the Texas Corporation (“Texas Corporation Common Stock”). • Stockholders will not need to exchange their existing stock certificates or book-entry entitlements for new stock certificates or book-entry entitlements. • Each outstanding restricted stock unit or other right to acquire shares of Delaware Corporation Common Stock will continue in existence and automatically become a restricted stock unit or other right to acquire an equal number of shares of the Texas Corporation Common Stock under the same terms and conditions. • The Company’s common stock will continue to be traded on the New York Stock Exchange and NYSE Texas under the symbol “TPL.” The Company does not expect any interruption in the trading of its common stock as a result of the Texas Redomestication. If stockholders approve the Texas Redomestication, the Company anticipates that the Texas Redomestication will become effective on November 17, 2026 (the “Effective Time”). The Texas Redomestication may be delayed by the Board or the Plan of Conversion may be terminated and abandoned by action of the Board at any time prior to the Effective Time of the Texas Redomestication, whether before or after the approval by the Company’s stockholders, if the Board determines for any reason that such delay, termination or abandonment would be in the best interests of the Company and its stockholders, as the case may be. The resolutions of the Board approving the Texas Redomestication through the adoption of the Plan of Conversion are included as Appendix B to this Proxy Statement (the “Texas Redomestication Resolutions”). The Evaluation of the Proposal by the Board The Board initially discussed the possibility of redomestication at a meeting on November 6, 2025, but did not take action at that time. At that meeting, the Board discussed a potential redomestication, recent Delaware case law, the timeline and
Exclusive Forum and Jury Waiver
| Issue | Delaware Charter | Texas Certificate of Formation | | Stockholder Voting Threshold (Acts requiring stockholder approval by a majority or more of voting stock) | Under the DGCL, certain matters subject to a stockholder vote, including certain business transactions including, without limitation, mergers, conversions, sales of substantially all assets, require a default vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the charter specifies a higher voting threshold. The Delaware Charter does not include a higher voting threshold so the default voting standard for such business transactions applies. | Under the TBOC, certain matters subject to a shareholder vote, including “fundamental actions” and “fundamental business transactions” such as mergers, sales of substantially all assets, and other transactions, require a default vote of 2/3 of the shareholders of each class, unless the charter specifies a lower voting threshold. The proposed Texas Certificate of Formation contains language setting the default voting thresholds at a majority of the voting power of all outstanding shares entitled to vote thereon, voting together as a single class, unless a different standard is specified elsewhere in the Texas Certificate of Formation, in order to mirror the DGCL and the absence of special provisions in the Delaware Charter. | | Cumulative Voting | Under the DGCL, cumulative voting for the election of directors is allowed only as provided in the corporation’s certificate of incorporation. The Delaware Charter provides that stockholders of the Company shall not be permitted to cumulate their votes for the election of directors. | Under the TBOC, in order to vote cumulatively in a board of directors election, cumulative voting must be authorized by the corporation’s certificate of formation. The proposed Texas Certificate of Formation re-affirms that shareholders do not have a right to cumulative voting in the election of directors. | | Board of Directors Vacancies | The Delaware Charter provides that, subject to applicable law and the rights of the holders of any series of preferred stock, any vacancy on the Board shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, and shall not be filled by the stockholders. | The proposed Texas Certificate of Formation does not itself address vacancies on the board of directors, and instead the proposed Texas Bylaws include a vacancies provision that tracks the TBOC requirements, which permits a vacancy to be filled either by the affirmative vote of a majority of the remaining directors or by election of the shareholders at an annual or special meeting called for that purpose. | | Director and Officer Liability | The Delaware Charter eliminates the personal liability of directors for monetary damages for any breach of fiduciary duties as a director, to the fullest extent permitted by the DGCL. | The proposed Texas Certificate of Formation eliminates the personal liability of directors and officers for monetary damages for an act or omission by a director or officer in such person’s capacity as a director or officer, as applicable, to the fullest extent permitted by the TBOC. | | Action by Written Consent | The Delaware Charter provides that any action required or permitted to be taken by the stockholders of the Company may be taken by consent in writing of such stockholders only pursuant to a resolution of and at the direction of the Board. | The proposed Texas Certificate of Formation provides that shareholders may act only by unanimous written consent in lieu of a meeting. |
Exclusive Forum and Jury Waiver
| Issue | Delaware Charter | Texas Certificate of Formation | | Calling of Special Stockholder Meetings | The Delaware Charter provides that special meetings of stockholders may be called by the Board pursuant to a resolution or upon the written request of stockholders of record representing at least twenty-five percent (25%) of the Company’s outstanding shares of common stock. | The proposed Texas Certificate of Formation provides that special meetings of shareholders may be called by the President or by the Board pursuant to a resolution or upon the written request of shareholders of record representing at least twenty-five percent (25%) of the Company’s outstanding shares of common stock. | | Indemnification | The Delaware Charter does not contain any provisions relating to indemnification. | The proposed Texas Certificate of Formation authorizes the indemnification of directors, officers and other persons to the fullest extent permitted by the TBOC. Detailed procedural rules and related provisions are included in the proposed Texas Bylaws (See discussion of the Texas Bylaws below). | | Required Ownership to Institute a Derivative Proceeding | The Delaware Charter does not contain any provisions relating to a threshold for individual stockholders or groups of stockholders to institute or maintain a derivative proceeding. | Under the TBOC and the Texas Law Amendments, public Texas corporations may adopt a minimum share ownership percentage for individual shareholders or groups of shareholders to own in order to institute or maintain a derivative proceeding. The threshold may not exceed 3% of a corporation’s outstanding shares. Neither the proposed Texas Certificate of Formation nor the proposed Texas Bylaws include a minimum ownership threshold in order to institute or maintain a derivative proceeding. As of the date of this Proxy Statement, no stockholder has ever instituted a derivative proceeding on behalf of the Company, and the Board did not consider the provisions of the TBOC permitting minimum share ownership percentage for shareholders instituting or maintaining a derivative proceeding to be relevant to its determination that the redomestication from Delaware to Texas is in the best interests of the Company and its stockholders. | | Waiver of Jury Trial | Neither the Delaware Charter nor the Delaware Bylaws contain any provisions relating to a waiver of jury trial. If a stockholder were to file suit in the Delaware Court, the court in which stockholder suits relating to the internal affairs of the Delaware Corporation are typically filed, there would be no right to a jury trial as the Delaware Court, a court of equity, does not conduct jury trials. | Under Texas law, in civil cases, a party generally has a right to a jury trial to determine questions of fact if the party timely demands a jury and pays the jury fee. The Texas Law Amendments allow a corporation to include a waiver of jury trial in its governing documents for proceedings arising out of, or relating to, any “internal entity claim,” as defined in the TBOC, and that such waiver will constitute an intentional consent to waiver if enforced against a party approving the charter or bylaws, or acquiring a security after such provisions are adopted, continuing to hold a security of a public company after such provisions are adopted, or by other methods permitted under law. |
Exclusive Forum and Jury Waiver
| Issue | Delaware | Texas | | | | If the governing documents do not set the number constituting the board of directors or provide for the manner in which the number of directors must be determined, the number of directors is the same as the number constituting the initial board of directors as set by the certificate of formation. | | Procedures for Filling Vacant Directorships | Under the DGCL, unless otherwise provided in the governing documents: (1) vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and (2) whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. In the case of a Delaware corporation the directors of which are divided into classes, any directors chosen by (1) or (2) of the above shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified. | Under the TBOC, except as provided below with respect to class voting, vacancies may be filled by the affirmative vote of the majority of the remaining directors, even if less than a quorum, or by the election at an annual or special meeting of shareholders called for that purpose. The term of a director elected to fill a vacancy occurring in the board of directors is the unexpired term of the director’s predecessor in office. Except as provided below with respect to class voting, a directorship to be filled because of an increase in the number of directors may be filled by the shareholders or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders. The board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Unless otherwise authorized by the corporation’s certificate of formation, a vacancy or a newly created vacancy in a director position that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only: (1) by the affirmative vote of the majority of the directors then in office elected by the class, series, or group; (2) by the sole remaining director elected in that manner; or (3) by the affirmative vote of the holders of the outstanding shares of the class, series, or group. | | Removal of Directors | Under the DGCL, subject to the exceptions discussed below, holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause. If a Delaware corporation uses cumulative voting and less than the entire board is to be removed, a director may not be removed without cause if the votes cast against his or her removal would be sufficient to elect him | Under the TBOC, subject to the exceptions discussed below or as otherwise provided by the governing documents, the holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause at a meeting of shareholders called for that purpose. If the certificate of formation permits cumulative voting and less than the entire |
Exclusive Forum and Jury Waiver
| Issue | Delaware | Texas | | Stockholder Vote for Fundamental Business Transactions | Under the DGCL, a majority of the outstanding stock of the corporation entitled to vote thereon generally must approve fundamental changes, such as: (1) certain mergers or consolidations; (2) a sale, lease, or exchange of all or substantially all of the corporation’s assets (provided that no stockholder authorization or consent is required (A) to mortgage or pledge the corporation’s property and assets unless the certificate of incorporation so requires or (B) where the property or assets in the sale, lease or exchange is collateral that secures a mortgage or is pledged to a secured party and certain additional conditions are met); (3) dissolution; (4) conversion of a domestic corporation to other entities; and (5) transfer, domestication or continuance of a domestic corporation to a foreign jurisdiction. The certificate of incorporation may contain provisions requiring for any corporate action the vote of a larger portion of the stock or of any class or series thereof than is required by the DGCL. | Under the TBOC, unless otherwise provided for in the TBOC or the certificate of formation, shareholders holding at least two-thirds of the outstanding shares of a class entitled to vote on the matter must typically approve fundamental business transactions such as: (1) a merger; (2) an interest exchange; (3) a conversion; or (4) a sale of all or substantially all of the corporation’s assets that is not made in the usual and regular course of the corporation’s business. The certificate of formation can provide for a different threshold of approval, but not less than a majority of the shares entitled to vote. The proposed Texas Certificate of Formation contains language setting the default voting thresholds at a majority of the voting power of all outstanding shares entitled to vote thereon, voting together as a single class, unless a different standard is specified elsewhere in the Texas Certificate of Formation, in order to mirror the DGCL and the absence of special provisions in the Delaware Charter. | | Stockholder Vote for Sales, Leases, Exchanges or Other Dispositions | Under the DGCL, a Delaware corporation may sell, lease or exchange all or substantially all of its property and assets when and as authorized by a majority of the outstanding stock of the corporation entitled to vote thereon. No such approval is required, however, if the assets being sold, leased or exchanged are not all or substantially all of the corporation’s assets. There is no necessary quantifying percentage for determining whether assets constitute substantially all of a Delaware corporation’s assets. Only if the sale is of assets quantitatively and qualitatively vital to the business of the corporation is stockholder authorization mandated. | Under the TBOC, generally the sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of a Texas corporation requires the approval of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote, unless the corporation’s certificate of formation sets a lower threshold (which may not be less than a majority of the voting shares). No such approval is required, however, if the transaction is made in the usual and regular course of a Texas corporation’s business. Under Texas law, even the transfer of substantially all of a corporation’s assets in such a manner that the corporation continues directly or indirectly to engage in one or more businesses is deemed not to be a transaction requiring shareholder approval under the TBOC. | | Affiliated Business Combinations Statute | Under the DGCL, unless a Delaware corporation’s certificate of incorporation or bylaws (original, or approved by stockholders) provide otherwise, Delaware corporations that have a class of voting stock listed on a national securities exchange or held of record by 2,000 or more persons are prohibited from entering into any “business combination” with any “interested stockholder” for a period of three years | Under the TBOC, an “issuing public corporation” is generally prohibited from, directly or indirectly, entering into (i) mergers, share exchanges or conversions with an affiliated shareholder or other entity that after such transaction would be an affiliate or associate of an affiliated shareholder, and certain other entities, (ii) sales, leases, exchanges, mortgages, pledges, transfers or other dispositions of |
Exclusive Forum and Jury Waiver
| Issue | Delaware | Texas | | | generally. Such a transaction (other than a going-private transaction) qualifies if it is (1) approved (or recommended for board approval) in good faith and without gross negligence by a committee of two or more disinterested directors expressly delegated authority to negotiate and reject the transaction, with the material facts disclosed or known to the committee; (2) conditioned on, and approved or ratified by, an informed, uncoerced, affirmative vote of a majority of the votes cast by the disinterested stockholders; or (3) fair as to the corporation and its stockholders. A going-private transaction involving a controller must satisfy both the committee and disinterested stockholder approval conditions, or be fair as to the corporation and its stockholders. The amendments to the DGCL in 2025 codified presumptions regarding director disinterestedness. | The TBOC differs from the DGCL’s interested party transaction statute in that it expressly provides that if at least one of the above conditions is satisfied, neither the corporation nor any of the corporation’s shareholders will have a cause of action against any of the corporation’s directors or officers for breach of duty with respect to the making, authorization, or performance of the contract or transaction because the person had an applicable relationship or interest. The TBOC has a procedure for a corporation to obtain a prospective court ruling that special committee members are sufficiently independent and disinterested to consider a particular transaction. | | Charter Amendments | Under the DGCL, subject to limited exceptions, an amendment to the certificate of incorporation must be approved by (i) the board of directors and (ii) the holders of a majority of the corporation’s outstanding stock entitled to vote thereon, unless the certificate of incorporation provides for a greater number. Whether or not entitled to vote by the certificate of incorporation, the holders of the outstanding shares of a class are entitled to vote as a class on a proposed amendment, if the amendment would (1) increase or decrease the aggregate number of authorized shares of such class; (2) increase or decrease the par value of the shares of such class; or (3) alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. However, the DGCL permits corporations to provide in their certificate of incorporation that no separate class vote(s) shall be required to increase or decrease the aggregate number of authorized shares of such class, in which case a share increase/ decrease amendment would instead be approved by the holders of all outstanding shares, voting together as a single class. In addition, unless otherwise expressly required by the certificate of incorporation: (1) no meeting or vote of stockholders is required to adopt an amendment that reclassifies by subdividing the issued shares of a class of stock into a greater number of | Under the TBOC, subject to limited exceptions, an amendment to the certificate of formation requires the approval of (i) the board of directors and (ii) the holders of at least two-thirds of the outstanding shares of a Texas corporation entitled to vote thereon, unless a different threshold, not less than a majority, is specified in the certificate of formation. If a class or series of shares is entitled to vote as a class or series on an amendment to the certificate of formation, the affirmative vote of the holders of at least two-thirds (unless a different threshold, not less than a majority, is specified in the certificate of formation) of the outstanding shares in each such class or series of shares entitled to vote on the amendment as a class or series is also required to approve an amendment to the certificate of formation, although the TBOC allows corporations to provide in their certificate of formation that all shares vote as a single class for such an amendment. In addition, the TBOC allows corporations to provide in their certificate of formation that no separate class vote(s) shall be required to increase or decrease the aggregate number of authorized shares of a class, in which case a share increase/decrease amendment would instead be approved by the holders of a majority of all outstanding shares entitled to vote thereon, voting together as a single class. |
Exclusive Forum and Jury Waiver
| Issue | Delaware | Texas | | | or the rights or powers of the corporation or its stockholders, directors or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder to bring such claims in at least one court in Delaware that has jurisdiction over such claims. | | | Pre-Suit Demand in Derivative Suits | Under Delaware court rules and case law, in order for a stockholder to commence a derivative action on behalf of the corporation, the stockholder must: (1) make a demand on the company’s board of directors; or (2) show that demand would be futile. Demand will be deemed futile if at least half the members of the board: (1) received a material personal benefit from the alleged misconduct that is the subject of the litigation demand; (2) faces a substantial likelihood of liability on any of the claims that would be the subject of the litigation demand; or (3) lacks independence from someone who received a material personal benefit from the alleged misconduct that would be the subject of the litigation demand or who would face a substantial likelihood of liability on any of the claims that are the subject of the litigation demand. | Texas is a universal demand jurisdiction. Under the TBOC, the focus is on harm to the corporation rather than the Delaware standard of futility. A shareholder may not institute a derivative proceeding until the 91st day after the date a written demand is filed with the corporation stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the corporation take suitable action. The foregoing waiting period is not required or, if applicable, shall terminate if: (1) the shareholder has been notified that the demand has been rejected by the corporation; (2) the corporation is suffering irreparable injury; or (3) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. | | Stock Ownership Requirement for Derivative Suits | Under the DGCL, subject to limited exceptions, a stockholder may not institute or maintain a derivative suit unless the plaintiff was a stockholder of the corporation at the time of the transaction of which such stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law and the plaintiff maintains such ownership throughout the litigation. A limited number of Delaware corporations may have included an ownership threshold for derivative claims in their bylaws; however, Delaware courts have not opined on the enforceability of these provisions. | Under the TBOC, a shareholder may not institute or maintain a derivative proceeding unless: (1) the shareholder was a shareholder of the corporation at the time of the transaction in question, or became a shareholder by operation of law originating from a person that was a shareholder at the time of the transaction in question; and (2) the shareholder fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. Under the Texas Law Amendments, a public Texas corporation may in its governing documents include a threshold of ownership (not to exceed three percent of the outstanding shares of the corporation) for an individual or group of individuals to institute or maintain a derivative proceeding brought on behalf of the corporation. | | Judicial Deference to Derivative Suit Determinations | Delaware does not have an analogous statute. Under Delaware law, a stockholder’s right to bring a derivative suit is a judicially created doctrine. | Under the TBOC, any determination regarding how to proceed with allegations asserted in a derivative proceeding must be made by an affirmative vote of a majority of: (1) all independent and disinterested directors of the corporation, whether or not they constitute a quorum of the board; (2) a committee of one or more independent directors appointed by an affirmative vote of |
Board of Directors
Board of Directors The Board currently consists of nine (9) directors, eight (8) of whom — Mr. Best, Gen. Cook, Mr. Doyle, Ms. Duganier, Ms. Epps, Mr. Kurz, Mr. Roosa 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, 2025 (the “Last Fiscal Year”), the Board met eight (8) times and acted by written consent in lieu of holding a meeting five (5) times. All of the directors attended at least 75% 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 who was serving at the time of the 2025 annual meeting of stockholders attended our 2025 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 | • | • | • | | | Peter Doyle | | | | • | | Barbara J. Duganier | • | ▲ | | • | | Donna E. Epps | ▲ | | • | | | Tyler Glover | | | | | | Karl F. Kurz | | • | | ▲ | | Robert Roosa | • | • | | • | | Marguerite Woung-Chapman | • | | ▲ | |
Board of Directors
▲ Chair • Member
Board of Directors
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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, 41, 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, 46, 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, 53, 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, 48, 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 advancement 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, 60, 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, 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 value creation 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 officer’s 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. Meridian 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. Benchmarking Process
2025 Annual Incentive Targets
2025 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 from the Reference Group. The target bonus as a percentage of base salary for each of our Named Executive Officers for 2025 was as follows:
2025 Annual Incentive Targets
| Named Executive Officer | 2025 Target Bonus as a % of Salary | | Tyler Glover | 110% | | Chris Steddum | 100% | | Micheal W. Dobbs | 80% |
2025 Annual Incentive Targets
The target bonus as a percentage of base salary for Mr. Glover is unchanged from 2024. The Compensation Committee increased the target bonus as a percentage of base salary for Mr. Steddum and Mr. Dobbs for 2025 to better align with market data from the Reference Group. 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 2025, the metrics included two
2025 Annual Incentive Targets
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2025 Annual Incentive Targets
performance metrics (free cash flow (“FCF”) per fully diluted share) and Adjusted EBITDA, as well as several strategic objectives, as outlined below.
2025 Annual (Short-Term) Incentive Program Summary
2025 Annual (Short-Term) Incentive Program Summary For 2025, the Compensation Committee approved a change in metrics for the short-term incentive program from Adjusted EBITDA margin to Adjusted EBITDA. As our revenue has grown year-over-year, it has become increasingly difficult to ensure alignment between maximizing FCF and increasing our Adjusted EBITDA margin. While maintaining our high Adjusted EBITDA margin remains a priority for our management team, the Compensation Committee determined that using Adjusted EBITDA as a metric for the short-term incentive program provides a more appropriate incentive for management in maximizing stockholder value. Accordingly, for 2025, annual payouts under the short-term incentive were based on the following metrics and weightings:
2025 Annual (Short-Term) Incentive Program Summary
| Metric | Weight | Rationale | | 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. Measuring FCF on a per share basis ensures that any share dilution is appropriately used to increase FCF. | | Adjusted EBITDA | 25% | Generating Adjusted EBITDA is a high priority for TPL and represents a strong indicator of business performance. | | 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, increased operational enhancements through integrated technology solutions, and generating an appropriate return on new capital spend. |
2025 Annual (Short-Term) Incentive Program Summary
(1) Calculated as FCF divided by the fully diluted weighted average number of shares outstanding. Goals for each of the 2025 metrics were established at the beginning of 2025, 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:
2025 Annual (Short-Term) Incentive Program Summary
| Metric | Weighting | Threshold | Target | Maximum | Actual Results | | FCF per Fully Diluted Share(1) | 50.0% | $4.33 | $6.67 | $9.00 | $7.22 | | Adjusted EBITDA | 25.0% | $435,000,000 | $635,000,000 | $835,000,000 | $687,369,000 |
2025 Annual (Short-Term) Incentive Program Summary
(1) Per share amounts reflect the three-for-one stock split effected on December 22, 2025. Our 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 has implemented a commodity adjustment calculation which uses a collar on commodity prices. Within the collar range, no adjustment is made for commodity prices. If our total commodity price realization falls below or rises above the collar range, a floor or cap on prices is applied. This provides our Named Executive Officers with some exposure to commodity price fluctuations, in line with our stockholders, but limits exposure to significant changes in commodity prices. In 2025, the collar for commodity prices ranged from $30.00 per Boe to $48.00 per Boe. Actual realizations of $34.18 per Boe were within the range of the collar for 2025, thus no adjustment to price per Boe was necessary for determining Adjusted EBITDA and FCF per fully diluted share. Based on final financial results, we exceeded the target level on both of the financial metrics, earning 124% of target on the FCF per fully diluted share metric and 126% of target on the Adjusted EBITDA metric.
2025 Annual (Short-Term) Incentive Program Summary
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2025 Annual (Short-Term) Incentive Program Summary
The Compensation Committee also established strategic objectives for the year, which were intended to encourage our Named Executive Officers to take action to improve our long-term opportunities for success, but which did not directly impact financial results in 2025. The material aspects of the objectives are outlined below.
2025 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 17% compared to 2021 levels resulting from electrification of water facilities | | Environmental: Zero produced water spills | Zero spills | | Growth: Increase out of basin disposal volumes by 100% and execute one additional long-term agreement | Exceeded disposal volume increase of 100%; Executed contract with an 8-year term. | | Growth: Transmissive Phase 2B 65% operational capacity | Transmissive Phase 2B construction paused to allow testing and potential incorporation of additional desalination equipment. Construction completion expected in first half of 2026. | | Technology: Develop and implement integrated solutions to improve the efficiency of manual tasks, streamline data collection and workflows, and enhance revenue management, achieving a 20% reduction in manual effort | Accomplishments include, but are not limited to: (i) water treatment data collection and analysis — automated 90% of manual steps, saving an estimated 10-20 hours per week; (ii) developed integrated source water application, saving an estimated eight plus days per month of manual processing; and (iii) other improvements to mineral and surface data management. | | Capital Returns: For minerals/royalties, achieve 12% pre-tax cash flow yield for acquired minerals and royalties portfolio; for surface and water assets, achieve 8% ROIC for acquisitions closed since 2023 | Royalties/minerals portfolio generated 16% pre-tax cash flow yield for 2025. Surface/water acquisitions generated a 9% ROIC for 2025 including acquisitions closed since 2023. |
2025 Annual (Short-Term) Incentive Program Summary
Given the challenging nature of the strategic objectives and the 2025 actual results, the Compensation Committee scored the strategic objectives at 120% of target. Based on the achievement of all three metrics, bonuses were earned at 123% of target for each of the Named Executive Officers, as outlined below:
2025 Annual (Short-Term) Incentive Program Summary
| Named Executive Officer | Actual Bonus for 2025 | | Tyler Glover | $1,150,050 | | Chris Steddum | $670,350 | | Micheal W. Dobbs | $447,720 |
2025 Long-Term Incentive Program
2025 Long-Term Incentive Program We maintain 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. 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 equity incentive vehicles is summarized in the table below and described in more detail later in this section.
2025 Long-Term Incentive Program
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2025 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 2025. 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 per fully diluted share over a three-year period (50% of PSUs). These awards cliff 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, approximately 53 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 we do 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 2025 awards, the average closing price over the month of December 2027 will be compared against the average closing price over the month of December 2024, assuming reinvestment of dividends from December 31, 2024 to December 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. Measuring FCF on a per share basis requires our Named Executive Officers to ensure any dilution to our stockholders results in sufficiently greater FCF on an absolute basis.
Performance Share Units (PSUs)
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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(1) | Shares Earned as a % of Target(2) | | Maximum | $28.33/Share | 200% | | Target | $21.67/Share | 100% | | Threshold | $15.00/Share | 25% | | Below Threshold | <$15.00/Share | —% |
Performance Share Units (PSUs)
(1) Per share amounts reflect the three-for-one stock split effected on December 22, 2025. (2) 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 2025. Regular grants of RSUs are intended to help build an ownership stake in TPL, thereby further aligning the interests of our Named Executive Officers 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.
2025 Long-Term Incentive Grants
2025 Long-Term Incentive Grants In early 2025, 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 2025 awards are summarized in the table below:
2025 Long-Term Incentive Grants
| Name | Base Salary | Target LTI as Percentage of Base Salary | Target LTI Dollar Amount(1) | Number of PSUs (at Target)(2) | Number of RSUs(2) | | Tyler Glover | $850,000 | 525% | $4,462,500 | 4,878 | 4,878 | | Chris Steddum | $545,000 | 400% | $2,180,000 | 2,388 | 2,385 | | Micheal W. Dobbs | $455,000 | 275% | $1,251,250 | 1,368 | 1,368 |
2025 Long-Term Incentive Grants
(1) The Target LTI Dollar Amount does not match the accounting values in the Summary Compensation Table because the accounting value of the RTSR PSUs is based on a Monte Carlo valuation. (2) Share amounts reflect the three-for-one stock split effected on December 22, 2025.
2023-2025 Performance Period PSU Vestings
2023-2025 Performance Period PSU Vestings Following the end of the 2023-2025 performance period, the Compensation Committee certified the results of the PSU awards granted to our Named Executive Officers in 2023. The awards were split between 50% RTSR PSUs and 50% FCF PSUs. The results for each are presented in the following table:
2023-2025 Performance Period 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 | 78th percentile | 171% | | FCF PSUs(1) | $12.78/share | $17.22/share | $21.67/share | $20.06/share | 164% |
2023-2025 Performance Period PSU Vestings
Share amounts reflect the three-for-one stock split effected on December 22, 2025.
2023-2025 Performance Period PSU Vestings
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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 the section titled “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 Executive 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 or exempt from Section 409A.
Accounting and Tax Considerations
Code Sections 280G and 4999. Our Named Executive Officers’ employment agreements provide that, upon a change of control (as defined in the employment agreements), we will either (i) reduce the amount of severance benefits 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 Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4)(5) | Total | | Tyler Glover President and Chief Executive Officer | 2025 | $850,000 | $5,026,856(6) | $1,150,050 | $10,210 | $35,400 | $7,072,516 | | | 2024 | $850,000 | $4,756,794 | $1,771,181 | $— | $35,100 | $7,413,075 | | | 2023 | $850,000 | $3,771,255 | $1,412,785 | $40,477 | $34,200 | $6,108,717 | | Chris Steddum Chief Financial Officer | 2025 | $545,000 | $2,459,499(6) | $670,350 | $6,023 | $21,000 | $3,701,872 | | | 2024 | $525,000 | $2,595,979 | $895,062 | $13,148 | $20,700 | $4,049,889 | | | 2023 | $500,000 | $1,806,913 | $679,950 | $26,724 | $19,800 | $3,033,387 | | Micheal W. Dobbs Senior Vice President, Secretary and General Counsel | 2025 | $455,000 | $1,409,746(6) | $447,720 | $10,719 | $20,763 | $2,343,948 | | | 2024 | $440,000 | $1,508,069 | $625,123 | $23,226 | $20,700 | $2,617,118 | | | 2023 | $420,000 | $1,166,994 | $475,965 | $31,869 | $19,800 | $2,114,628 |
Other Compensation-Related Policies
| | Outstanding Equity Awards at December 31, 2025 | | | | | | | Stock Awards | | | | | | Name | Award Type | Number of Shares or Units of Stock that have Not Vested (#)(1) | Market Value of Shares or Units of Stock that have Not Vested ($)(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 | 15,156 | $4,353,106 | | | | | RTSR PSU | | | 12,123(4) | $3,481,968 | | | FCF PSU | | | 20,684(5) | $5,940,858 | | Chris Steddum | | | | | | | | RSU | 7,812 | $2,243,763 | | | | | RTSR PSU | | | 6,216(4) | $1,785,360 | | | FCF PSU | | | 10,703(5) | $3,074,116 | | Micheal W. Dobbs | | | | | | | | RSU | 4,599 | $1,320,925 | | | | | RTSR PSU | | | 3,726(4) | $1,070,182 | | | FCF PSU | | | 6,413(5) | $1,841,942 |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | Average Summary Compensation 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 Total for PEO | CAP to PEO(2) | | Average CAP to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in thousands) | Adjusted EBITDA (in thousands) | | 2025 | $7,072,516 | $3,836,248 | $3,022,910 | $1,526,279 | $316 | $213 | $481,376 | $687,369 | | 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 |
Pay Versus Performance Table
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Pay Versus Performance Table
For 2022, 2023, 2024 and 2025 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 Micheal Dobbs. (2) 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
| 2025 | | | 2024 | 2023 | 2022 | 2021 | | | Total Compensation as reported in the Summary Compensation Table (“SCT”) | $7,072,516 | $7,413,075 | $6,108,717 | $6,285,419 | $4,969,831 | | Subtract | Pension values reported in SCT for covered fiscal year | (10,210) | — | (40,477) | — | (37,183) | | Subtract | Fair value of equity awards granted during covered fiscal year | (5,026,856) | (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 | | 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 | 2,724,081 | 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 | 299,369 | 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 | (4,038,523) | 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 | 2,815,871 | (75,501) | (545,362) | 778,310 | — |
Pay Versus Performance Table
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Pay Versus Performance Table
| 2025 | | | 2024 | 2023 | 2022 | 2021 | | Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | — | — | — | — | | Equals | CAP to PEO | $3,836,248 | $25,838,742 | $1,447,226 | $12,407,635 | $5,004,081 |
Pay Versus Performance Table
(3) 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
| | | 2025 | 2024 | 2023 | 2022 | 2021 | | | Total Compensation as reported in the SCT | $3,022,910 | $3,333,504 | $2,574,008 | $2,360,296 | $1,498,091 | | Subtract | Pension values reported in SCT for covered fiscal year | (8,371) | (18,187) | (29,297) | (12,143) | (16,731) | | Subtract | Fair value of equity awards granted during covered fiscal year | (1,934,623) | (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 | | 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 | 1,048,324 | 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 | 102,784 | 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 | (1,689,534) | 3,839,436 | (1,010,650) | 245,361 | — |
Pay Versus Performance Table
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Pay Versus Performance Table
| | | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 | 984,789 | (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 | $1,526,279 | $10,541,305 | $919,568 | $4,614,097 | $1,529,156 |
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, 2025, 2024, 2023, 2022 and 2021, respectively. The peer group used is the XOP index. (5) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial 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 that Adjusted EBITDA, which is 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:
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
| 98 | Texas Pacific Land Corporation | Proxy Statement |
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
The following chart compares CAP versus Net Income: The following chart compares CAP versus Adjusted EBITDA:
Company’s Most Important Financial Performance Measures (Unranked)
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Rhys J. Best | $235,000 | $145,987 | $380,987 | | Donald G. Cook | $135,000 | $145,987 | $280,987 | | Barbara J. Duganier | $145,000 | $145,987 | $290,987 | | Donna E. Epps | $140,000 | $145,987 | $285,987 | | Karl F. Kurz | $130,000 | $145,987 | $275,987 | | Eric L. Oliver(3) | $97,624 | $145,987 | $243,611 | | Robert Roosa | $135,000 | $145,987 | $280,987 | | Murray Stahl(4) | $125,000 | $145,987 | $270,987 | | Marguerite Woung-Chapman | $125,000 | $145,987 | $270,987 |