DEF 14A of WaterBridge Infrastructure LLC
Filed Apr 30, 2026 · FY20250001140361-26-018264
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board currently consists of 13 directors. All of our current directors will stand for re-election at the Annual Meeting. Our Board proposes that each of the nominees named below be elected as a director for a one-year term expiring at our 2027 Annual Meeting, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Unless otherwise instructed, shares represented by proxies will be voted “FOR” the election of each of the nominees named below. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than 13 directors. Shareholders may not cumulate votes for the election of directors.
Nominees to Our Board
Nominees to Our Board The nominees and their ages, occupations and lengths of service on our Board as of the date of the Proxy are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Nominees to Our Board
| Name | Age | Position | Director Since | | Jason Long | 44 | Chief Executive Officer; Director | September 2025 | | David N. Capobianco | 56 | Director, Chairman of the Board | September 2025 | | Matthew K. Morrow | 57 | Director | September 2025 | | Michael S. Sulton | 49 | Director | September 2025 | | Frank Bayouth | 60 | Director | September 2025 | | Kara Goodloe Harling | 48 | Director | September 2025 | | Jeffrey Eaton | 50 | Director | September 2025 | | Ben Moore | 62 | Director | September 2025 | | James Crane | 72 | Director | September 2025 | | Greg Daily(1) | 67 | Director | September 2025 | | Jeffrey Ritenour | 52 | Director | September 2025 | | Janet Carrig(1) | 68 | Director | December 2025 | | Valerie P. Chase(1) | 43 | Director | April 2026 |
Nominees to Our Board
| (1) Members of our Audit Committee |
Nominees to Our Board
Jason Long—Chief Executive Officer; Director. Mr. Long has served as our Chief Executive Officer since April 2025 and our director since September 2025. Mr. Long previously served as President and Chief Executive Officer of WaterBridge’s predecessor entities from January 2024 to March 2025, Co-Chief Executive Officer and Chief Operating Officer of WaterBridge’s predecessor entities from May 2020 to December 2023, and as Co-President and Chief Operating Officer of WaterBridge’s predecessor entities from August 2017 to May 2020. Mr. Long also currently serves as President and Chief Executive Officer of LandBridge Company, LLC (NYSE: LB) (NYSE Texas: LB) (“LandBridge”) and has served in such role since January 2024. He has also served as a director of LandBridge since July 2024. Mr. Long previously served as Co-Chief Executive Officer and Chief Operating Officer of LandBridge and its predecessor from September 2021 until December 2023. Prior to joining WaterBridge’s predecessor entities, Mr. Long founded and served as President of EnWater Solutions, LLC (“EnWater”) and Pelagic Water Systems, LLC (“Pelagic”), each a produced water gathering and disposal company in the Delaware Basin, from January 2014 to July 2017. Mr. Long graduated from Texas Christian University with a Bachelor of Science. A native of West Texas, Mr. Long is an oil and natural gas entrepreneur with more than 20 years of experience founding and operating businesses. We believe that Mr. Long’s substantial experience founding and operating businesses, particularly in the industry in which we operate, makes him well qualified to serve as a member of our Board. David N. Capobianco—Director. Mr. Capobianco has served as our director since September 2025. He has also served as the Chief Executive Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Capobianco was a founder and co-head of the private equity group at Vulcan Capital. Mr. Capobianco also currently serves as Chairman of the board of directors of LandBridge, PowerBridge LLC, Twin Eagle Resource Management LLC and Deep Blue Midland Basin LLC and as a member of the board of directors of San Mateo Midstream, LLC (“San Mateo Midstream”). He previously served as the Chairman of the board of directors of Northwind Midstream Holdings LLC, a Five Point portfolio company sold to MPLX LP (NYSE: MPLX) in September 2025, and Vulcan Energy Corporation (formerly Plains Resources), a member of the board of directors and chairman of the compensation committee of Plains All American Pipeline, L.P. (NYSE: PAA), a member of the board of directors of PAA/Vulcan Gas Storage (formerly Energy Center Investments), and Chairman of the board of directors of Vulcan Resources (formerly Calumet Florida). Before joining Vulcan, Mr. Capobianco served as senior member of the investment team at Greenhill Capital Partners, a member of the investment team of Harvest Partners and a member of the Energy Corporate Finance Group at Salomon Brothers. Mr. Capobianco received a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Duke University. We believe that Mr. Capobianco’s skills and experience, particularly his approximately 25 years of industry experience investing and building leading infrastructure businesses of the type we target as customers, make him well qualified to serve as a member of our Board. Matthew K. Morrow—Director. Mr. Morrow has served as our director since September 2025. He has also served as the Chief Operating Officer and Managing Partner of Five Point since its founding in 2012. Prior to founding Five Point, Mr. Morrow served as President and Chief Executive Officer of ENSTOR Inc., one of the largest independent natural gas storage franchises in North America. Following the sale of ENSTOR Inc. to Iberdrola Energy Holdings, Mr. Morrow served as the President and Chief Executive Officer of Iberdrola Energy Holdings. Mr. Morrow also served as a senior member at PPM Energy Canada Ltd, which focused on power generation, wind renewable and natural gas marketing and storage businesses. Prior to joining ENSTOR Inc. and PPM Energy Canada Ltd, Mr. Morrow held various senior positions with Texaco Natural Gas, culminating with his position as President of Sabine Hub Services. He previously served on the board of directors of Northwind Midstream Holdings LLC. Mr. Morrow also currently serves as a director on the board of directors of LandBridge, Twin Eagle Resource Management, LLC, PowerBridge LLC, Deep Blue Midland Basin LLC, and San Mateo Midstream. He also serves on the board of directors of Mission Lazarus, a non-profit organization with operations in Honduras and Haiti. Mr. Morrow received a Master of Business Administration degree and a Bachelor of Science degree from Texas A&M University. We believe that Mr. Morrow’s skills and experience, particularly his experience leading and operating natural gas and renewable energy businesses of the type we target as customers, make him well qualified to serve as a member of our Board. Michael S. Sulton—Director. Mr. Sulton has served as our director since September 2025. He joined Five Point in January 2021 as its Executive Vice President and Partner. Prior to joining Five Point, Mr. Sulton served as a Managing Director of Piper Sandler & Co. (NYSE: PIPR) (formerly Simmons & Company International), specializing in the energy industry. Throughout his 20-year investment banking career, Mr. Sulton has executed a wide range of transactions including mergers, divestitures and capital raises and participated in over 100 successful transactions. Mr. Sulton also currently serves on the board of directors of LandBridge. Mr. Sulton received a Bachelor of Business Administration from Southern Methodist University and a Master of Business Administration from the University of Texas. We believe that Mr. Sulton’s skills and experience, particularly his approximately 25 years of investing experience over a wide range of transactions, make him well qualified to serve as a member of our Board. Frank Bayouth—Director. Mr. Bayouth has served as our director since September 2025. He also currently serves as Executive Vice President and General Counsel at Five Point and has served in such role since joining Five Point in January 2022. Prior to joining Five Point, Mr. Bayouth served in various roles with Skadden, Arps, Slate, Meagher & Flom LLP for over 30 years, including over 20 years as a Partner, where he specialized in mergers and acquisitions and general corporate and securities law matters. Mr. Bayouth also currently serves on the board of directors of LandBridge and PowerBridge LLC. Mr. Bayouth received a Bachelor of Business Administration in Accounting from Texas Tech University and a Juris Doctor from the University of Texas School of Law. We believe that Mr. Bayouth’s legal, governance and merger and acquisitions expertise, which enables him to provide guidance in legal affairs, corporate governance and potential acquisitions, makes him well qualified to serve as a member of our Board.
Nominees to Our Board
Kara Goodloe Harling—Director. Ms. Harling has served as our director since September 2025. She also serves as the Chief Financial Officer and Chief Compliance Officer of Five Point. Prior to joining Five Point in February 2024, Ms. Harling served as the Chief Operating Officer and Chief Compliance Officer of Mountain Capital Management, LLC from January 2016 to February 2024. Ms. Harling also previously served as Chief Accounting Officer and Corporate Controller for Ascent Resources plc (AIM: AST) from January 2015 to January 2016. Prior to joining Ascent Resources, she served in multiple roles with American Energy Partners, LP. Ms. Harling began her career with Arthur Andersen LLP in 2000 and joined Ernst & Young LLP in 2002, where she ultimately served as Partner before joining American Energy Partners, LP. Ms. Harling also currently serves on the board of directors of LandBridge. Ms. Harling received a Bachelor of Business Administration in Accounting from Texas A&M University. Ms. Harling is a Certified Public Accountant in the State of Texas. We believe that Ms. Harling’s skills and experience, particularly her financial experience across a variety of industries, including in the oil and natural gas industry for businesses of the type we target as customers, make her well qualified to serve as a member of our Board. Jeffrey Eaton—Director. Mr. Eaton has served as our director since September 2025. He also serves as an Executive Vice President and Partner of Five Point. Prior to joining Five Point in April 2025, Mr. Eaton served as the Global Co-Head of Eaton Partners from April 2007 to September 2023. Mr. Eaton also previously chaired the investment committees for the North America, EMEA and APAC private funds groups as well as for the Private Capital Advisory Group from January 2015 until September 2023. Prior to joining Eaton Partners, he served as Director at Constellation Energy Commodities Group from July 2004. Mr. Eaton received a Bachelor of Economics and History from Duke University and his Master of Business Administration from Duke’s Fuqua School of Business. We believe that Mr. Eaton’s skills and experience, particularly his experience with building a real assets business and leading principal transactions for natural gas structuring, make him well qualified to serve as a member of our Board. Ben Moore—Director. Mr. Moore has served as our director since September 2025. He has also served as an Executive Vice President and Partner of Five Point since September 2025. Prior to re-joining Five Point in September 2025, Mr. Moore served as Executive Vice President of Subsurface and Sequestration at Northwind Midstream Partners, a portfolio company of Five Point, from December 2024 to August 2025, and as Executive Vice President and Partner of Five Point from May 2015 to November 2024. Mr. Moore served as Chief Executive Officer and President of NorTex Midstream Partners, a gas storage and processing company located in the Fort Worth Basin for two years. Prior to joining NorTex, Mr. Moore served for 12 years with Enstor, the gas midstream subsidiary of Iberdrola, working as the Vice President of Operations and Engineering and formerly as the Vice President of Business Development. Mr. Moore also served in various engineering and marketing roles in the upstream industry for Dominion Energy, Shell Oil, and Tenneco Oil. Mr. Moore currently serves on the board of directors of LandBridge. Mr. Moore earned a Bachelor of Science in Petroleum Engineering from the University of Oklahoma in 1986 and a Master of Business Administration from Duke University in 1994. We believe that Mr. Moore’s 35 years of upstream and midstream energy experience, particularly in operations, engineering, and compliance, make him well qualified to serve as a member of our Board. James Crane—Director. Mr. Crane has served as our director since September 2025. He has also served as the Chair and Chief Executive Officer of Crane Capital Group Inc, an investment management company, since 2006. Crane Capital Group has invested in transportation, power distribution, real estate and asset management and its holdings include Crane Worldwide Logistics, a premier global provider of customized transportation and logistics services, and Crane Freight & Cartage. Mr. Crane was Founder, Chairman and Chief Executive Officer of Eagle Global Logistics, Inc., a Nasdaq-listed global transportation, supply chain management and information services company, from 1984 until its sale in August 2007. Mr. Crane received a Bachelor of Science in Industrial Safety from Central Missouri State University. Mr. Crane serves on the board of directors of Nabors Industries Ltd (NYSE: NBR) and previously served on the board of directors of Cargojet Inc. (TSX: CJT) from 2015 until 2021. We believe that Mr. Crane’s skills and experience, particularly his experience in marketing, logistics, global operations and creating shareholder value, make him well qualified to serve as a member of our Board. Greg Daily—Director. Mr. Daily has served as our director since September 2025. He has also served as the Chief Executive Officer and Chairman of the board of directors of i3 Verticals, Inc. (Nasdaq: IIIV) since its founding in 2012. Prior to founding i3 Verticals, Mr. Daily founded iPayment, Inc. (Nasdaq: IPMT) in 2001 and served as its Chairman and Chief Executive Officer until his departure in 2011. Mr. Daily also co-founded PMT Services, Inc. (Nasdaq: PMTS), a credit card processing company, and served as President until the company was sold in 1998 to NOVA Corporation, where he continued to serve as Vice Chairman of the company’s board of directors until 2001. Mr. Daily received a Bachelor of Arts from Trevecca Nazarene University. We believe that Mr. Daily’s skills and experience, particularly his experience in founding and managing new companies, make him well qualified to serve as a member of our Board. Jeffrey Ritenour—Director. Mr. Ritenour has served as our director since September 2025. He also serves as the Executive Vice President and Chief Financial Officer of Devon Energy Corporation (NYSE: DVN). Mr. Ritenour was appointed to his current position in 2017 and has been with Devon since 2001, serving in various leadership roles, including most recently as Senior Vice President of Corporate Finance, Investor Relations and Treasury. Before joining Devon, Mr. Ritenour was with Ernst & Young LLP in Dallas. Mr. Ritenour earned a bachelor’s degree in accounting and a master’s degree in business administration, both from the University of Oklahoma. We believe that Mr. Ritenour’s skills and experience, particularly his approximately 24 years of energy industry experience through his leadership at Devon, make him well qualified to serve as a member of our Board. Janet Carrig—Director. Ms. Carrig has served as our director since December 2025. She has more than 20 years of experience as an attorney in both public and private practice, including most recently as the Senior Vice President, General Counsel and Corporate Secretary of ConocoPhillips Company (NYSE: COP) from 2007 until 2018 and prior thereto as the Executive Vice President, Corporate Development, General Counsel and Secretary of Kellogg Company from 1999 until 2003. Ms. Carrig also serves on the board of directors of Columbia Seligman Premium Technology Growth Fund, Inc. (NYSE: STK) and Tri-Continental Corp. (NYSE: TY), is a member of the Exelon Corporation (Nasdaq: EXC) special litigation committee and served on the board of directors of EQT Corporation (NYSE: EQT) and Whiting Petroleum Corporation (which merged with Oasis Petroleum Inc., forming Chord Energy Corporation). Ms. Carrig received a Bachelor of Arts in History from Grinnell College and a Juris Doctor from Yale Law School.
Nominees to Our Board
We believe that Ms. Carrig’s skills and experience, particularly her approximately 13 years of energy industry experience through her leadership at ConocoPhillips, make her well qualified to serve as a member of our Board. Valerie P. Chase—Director. Ms. Chase has served as our director since April 2026 and currently serves as the chair of the Audit Committee. She has also served as a director of LandBridge since June 2024. Ms. Chase’s experience includes over 20 years in finance, accounting and corporate governance. She has broad experience across the finance function including technical accounting and SEC reporting, internal controls implementation and compliance, acquisitions and divestitures, cybersecurity and system implementations and brings extensive public company leadership experience, including overseeing financial reporting and capital markets transactions at public companies. From 2018 to 2021, Ms. Chase served as the Vice President, Chief Accounting Officer and Controller of Magnolia Oil & Gas Corporation where she was a key member of the leadership team during its initial business combination and subsequent operation as a public company. In this role, she oversaw accounting, tax, financial reporting and internal controls. From 2010 to 2018, Ms. Chase served in roles of increasing responsibility with Apache Corporation (now APA Corporation), culminating in her role as the head of accounting policy and financial controls, where she led a complex accounting transformation. Ms. Chase began her career with Ernst & Young LLP. From 2021 to 2024, Ms. Chase served on the board of HF Foods Group Inc. (Nasdaq: HFFG), serving as chair of both the Audit Committee and the Special Transaction Review Committee. Ms. Chase holds a Bachelor of Economics degree and a Master of Accounting degree from the University of Michigan in Ann Arbor and is a Certified Public Accountant in the State of Texas. We believe Ms. Chase’s skills and experience, including her experience in finance, accounting and corporate governance, as well as her expertise in accounting procedures, policies and financial controls, make her well qualified to serve as a member of our Board.
Jason Long. For a brief biography of Mr. Long, please see “Proposal No. 1: Election of Directors.”
Jason Long. For a brief biography of Mr. Long, please see “Proposal No. 1: Election of Directors.” Michael Reitz—President, Chief Operating Officer. Mr. Reitz has served as our President, Chief Operating Officer since April 2025. Mr. Reitz also served as Executive Vice President, Chief Operating Officer of WaterBridge’s predecessor entities from June 2019 to March 2025, and as Senior Vice President of Operations of WaterBridge’s predecessor entities from August 2017 to June 2019. Prior to joining WaterBridge’s predecessor entities, Mr. Reitz served as Vice President of EnWater from May 2016 to July 2017 and as partner of Pelagic from June 2015 to June 2016. Mr. Reitz graduated from Louisiana State University with a Bachelor of Science in Petroleum Engineering in 2009. Scott L. McNeely—Executive Vice President, Chief Financial Officer. Mr. McNeely has served as our Executive Vice President, Chief Financial Officer since April 2025. Mr. McNeely previously served as Executive Vice President, Chief Financial Officer of WaterBridge’s predecessor entities from January 2024 to March 2025, Senior Vice President, Finance of WaterBridge’s predecessor entities from January 2023 to December 2023, Vice President, Finance of WaterBridge’s predecessor entities from July 2019 to December 2022, and Director of Finance of WaterBridge’s predecessor entities from April 2018 to June 2019. Mr. McNeely also currently serves as Executive Vice President, Chief Financial Officer of LandBridge and has served in such role since January 2024. Prior to joining WaterBridge’s predecessor entities, Mr. McNeely served as an Investment Banking Senior Associate at Citigroup Inc. (NYSE: C) from June 2015 to March 2018. Prior to serving in such role, Mr. McNeely served in various roles within the intelligence community, including for CACI International Inc. (NYSE: CACI) from 2010 to 2012 and Leidos Holdings Inc. (NYSE: LDOS) from 2012 to 2014. Before joining CACI International Inc., Mr. McNeely served as an active-duty Air Force intelligence officer from 2005 to 2010. Mr. McNeely graduated from the University of California, Riverside with a Bachelor of Science in Computational Mathematics in 2005, the University of Oklahoma with a Master of Arts in International Relations in 2011 and the Kellogg School of Management at Northwestern University with a Master of Business Administration in 2016. Harrison Bolling—Executive Vice President, General Counsel. Mr. Bolling has served as our Executive Vice President, General Counsel since April 2025. Mr. Bolling previously served as Executive Vice President of WaterBridge’s predecessor entities from March 2018 to March 2025. Mr. Bolling also currently serves as Executive Vice President, General Counsel of LandBridge and has served in such role since September 2023. Prior to joining WaterBridge’s predecessor entities, Mr. Bolling served as Vice President and General Counsel of Core Midstream from May 2017 to February 2018. Before joining Core Midstream, Mr. Bolling served as Assistant General Counsel of PennTex Midstream Partners, L.P. (Nasdaq: PTXP) from January 2015 to February 2017. Prior to PennTex, Mr. Bolling served as an associate at Bracewell LLP from September 2008 to December 2014. Mr. Bolling received a Bachelor of Science in History and Economics from Vanderbilt University in 2005 and a Juris Doctor from the University of Texas School of Law in 2008. Jason Williams—Executive Vice President, Chief Administrative Officer. Mr. Williams has served as our Executive Vice President and Chief Administrative Officer since April 2025. Mr. Williams joined WaterBridge’s predecessor entities as Vice President, Chief Accounting Officer in September 2019 and previously served as Senior Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge’s predecessor entities from January 2021 to December 2022, Executive Vice President, Chief Accounting Officer and Head of Supply Chain of WaterBridge’s predecessor entities from January 2023 to December 2023 and Executive Vice President, Chief Administrative Officer from January 2024 to March 2025. Mr. Williams also currently serves as Executive Vice President, Chief Administrative Officer of LandBridge and has served in such role since January 2024. Prior to joining WaterBridge’s predecessor entities, Mr. Williams served in various roles for BHP Group Limited (ASX: BHP), a public multinational mining and metals company, including most recently as Acting Vice President, Accounting and Reporting and previously as Finance Manager Permian and Eagle Ford. Before BHP, Mr. Williams served in various roles for Willbros Group, Inc., a global engineering and contractor company, including most recently as a controller. Prior to Willbros, Mr. Williams worked as an auditor at Grant Thornton LLP from January 2005 to December 2006. Mr. Williams received a Bachelor of Science in Accounting from the University of Houston, Clear Lake, in 2004.
Role of the Independent Consultant
Role of the Independent Consultant During 2025, management engaged Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to assist with the development of pay strategies and compiling compensation information from peer companies. As part of this process, Pay Governance noted that WaterBridge is a unique organization in the sense that it is a fully-scaled water midstream company that shares a management team with a publicly-traded affiliate land management company, LandBridge. Accordingly, WaterBridge has no direct peers with regards to its management structure and compensation program. Instead of reviewing against a single peer group, Pay Governance performed two separate peer group analyses, one for total cash compensation (base salary and bonus) and a separate analysis for grants of awards made pursuant to a long-term incentive plan. For total cash compensation, Pay Governance reviewed companies that would be considered peers on a combined company basis, i.e., both WaterBridge and LandBridge (collectively, the “Combined Company”). For grants of awards made pursuant to a long-term incentive plan, Pay Governance reviewed against companies that would be considered peers for each of WaterBridge and LandBridge on a standalone basis. In other words, executive compensation was reviewed against the following three separate peer groups: (i) Combined Company basis for both WaterBridge and LandBridge, (ii) for LandBridge, land management companies, minerals and royalty companies and other similar companies only and (iii) for WaterBridge, midstream companies only. The 2025 executive compensation peer groups (the “2025 Peer Groups”) were composed of the companies listed below, which are primarily midstream energy service companies, oil and gas production companies and royalty and real estate investment trust companies (“REITs”), selected based on size, complexity and the quality of publicly available data with respect to these companies:
Role of the Independent Consultant
| Combined Company Peers | Midstream Peers | Royalty & REITs Peers | | Matador Resources Company | Western Midstream Partners LP | Weyhauser Company | | Coterra Energy Inc. | Delek US Holdings Inc. | Sitio Royalties Corp. | | Atlas Energy Solutions Inc. | Antero Midstream Corporation | Black Stone Minerals, LP | | Kodiak Gas Services Inc. | Kinetik Holdings Inc. | Royal Gold Inc. | | | DT Midstream Inc. | Rayonier Inc. | | | Summit Midstream Corporation | PotlatchDeltic Corporation | | | Aris Water Solutions Inc. | Texas Pacific Land Corporation | | | | The St. Joe Company |
Role of the Independent Consultant
After reviewing the executive compensation structures and incentives of comparable peer companies compiled by Pay Governance, our management team then presented this information to the Chairman of our Board and made a recommendation regarding, among other things, the compensation of the Chief Executive Officer and our other NEOs, in each case including base salary, bonus target and long-term incentive awards. Since 2026 will be the Company’s first full year operating post-IPO as a public company, we expect to re-evaluate our peer set for the coming year and we expect the Board to engage a compensation consultant in connection with evaluating a 2027 consolidated compensation plan.
2025 Performance-Based Bonus Targets
2025 Performance-Based Bonus Targets We maintain an annual performance-based cash bonus program intended to reward achievement relative to annual financial, operational and individual performance objectives, in which Messrs. Long, Reitz, McNeely, Bolling and Williams participated during fiscal year 2025. Under the performance-based cash bonus program, each applicable NEO’s target bonus amount is expressed as a percentage of base salary. In connection with the IPO, the Board approved increases to the target bonus amounts for certain NEOs. For fiscal year 2025, prior to the IPO, the target bonus amount for each of Messrs. Long, Reitz, McNeely, Bolling and Williams was 100%, 80%, 80%, 80% and 80%, respectively. Effective October 1, 2025, the target bonus amount for each of Messrs. Long, Reitz, McNeely, Bolling and Williams is as follows: 125%, 100%, 90%, 80% and 80%, respectively. Under our annual performance-based cash bonus program, bonus amounts earned were based on our Board’s assessment of individual performance for fiscal year 2025 and final payment amounts are reflected below within the Summary Compensation Table.
Equity Compensation
Equity Compensation Historically, our NEOs received grants of incentive units (“Incentive Units”) from WaterBridge Resources, LLC, WaterBridge II LLC and WaterBridge NDB LLC (“NDB LLC”) as the primary source of equity-based compensation prior to the IPO in order to create alignment with our shareholders. The Incentive Units are structured as profits interests, rather than capital interests, and do not provide the holder with the rights of an equity holder (such as dividend or voting rights). Grants of Incentive Units are generally subject to a three year service vesting schedule, which is partially met for the NEOs as shown in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table below. In connection with the IPO in September 2025, we granted restricted stock units (“RSUs”) to the NEOs under the LTIP generally subject to continued employment through each applicable vesting date. LTIP awards are intended to balance retention of our executive team, align our NEOs’ interests with those of our shareholders and tie executive compensation to the long-term performance of the Company. As described above, our management team engaged Pay Governance to assist with designing our 2025 equity compensation program and set the total target LTIP value appropriate for each NEO, taking into account 2025 Peer Groups data and each NEO’s contribution to our success, level of responsibility and experience. Management presented Pay Governance’s findings to the Chairman of our Board, who determined that it was appropriate to allocate each NEO’s LTIP value to equity awards that would vest solely upon continued employment. The RSUs granted on September 18, 2025 in connection with the IPO will vest as to one third of the underlying shares on each of the first, second and third anniversaries of the grant date, subject to each NEO’s continued employment through such date. Following vesting, each RSU will be settled for shares of our Class A shares on a one-for-one basis. For additional information, see the “Grants of Plan-Based Awards for Fiscal Year 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” tables below.
Employee Benefits and Perquisites
| • | short-term and long-term disability insurance; and |
Severance and Change in Control Benefits
Severance and Change in Control Benefits We have not currently entered into employment agreements or severance agreements with any of our NEOs, but each NEO is party to RSU award agreements pursuant to the LTIP and management Incentive Unit (“MIU”) award agreements with regards to incentive units granted by NDB LLC (the “NDB MIUs”), each of which provides the NEOs with certain benefits in the event of a termination or change in control (as defined within each agreement). We believe that providing severance and change in control protections for outstanding equity awards is an important component of a competitive and market aligned executive compensation program. These protections help ensure that we can attract, retain, and appropriately motivate the talent necessary to execute our long-term strategy.
Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards
Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation programs, therefore we do not maintain a formal policy regarding the timing of stock option or SAR awards. During 2025, while the Board did not grant any stock options or SARs, neither the Board nor the Company times the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below sets forth all the compensation awarded to, earned by, or paid to our NEOs during the fiscal year ended December 31, 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total | | Jason Long Chief Executive Officer | 2025 | 633,930 | 1,772,980 | 3,107,500 | 806,058 | 101,403 | 6,421,871 | | | 2024 | 550,000 | 740,000 | — | — | 35,670 | 1,325,670 | | Michael Reitz President and Chief Operating Officer | 2025 | 445,830 | 1,407,980 | 2,147,000 | 549,585 | 96,284 | 4,646,679 | | | 2024 | 400,000 | 720,000 | — | — | 35,463 | 1,155,463 | | Scott L. McNeely Executive Vice President, Chief Financial Officer | 2025 | 402,360 | 875,000 | 1,695,000 | 366,390 | 44,839 | 3,383,589 | | | 2024 | 335,770 | 390,000 | — | — | 42,280 | 768,050 | | Harrison Bolling Executive Vice President and General Counsel | 2025 | 391,210 | 805,000 | 1,582,000 | 366,390 | 47,236 | 3,191,836 | | | 2024 | 360,000 | 390,000 | — | — | 33,086 | 783,086 | | Jason Williams Executive Vice President, Chief Administrative Officer | 2025 | 391,210 | 829,726 | 1,582,000 | 366,390 | 25,130 | 3,194,456 | | | 2024 | 360,000 | 390,000 | — | — | 24,780 | 774,780 |
2025 Summary Compensation Table
| (1) Amounts reflect the base salary actually paid to each NEO for fiscal years 2024 and 2025. |
2025 Summary Compensation Table
| (2) Amounts reflect special bonuses during the 2024 and 2025 fiscal years related to each NEO’s services to the Company in connection with certain transactions, including bonuses related to the IPO. Amounts also reflect cash bonuses earned by our NEOs based on Company and personal performance during fiscal years 2024 and 2025. The amounts reported for 2024 were previously disclosed under the “Non—Equity Incentive Plan Compensation” column of our Registration Statement on Form S-1 as filed with the SEC, but after further consideration, we have concluded that these amounts are more appropriately reported in the “Bonus” column for purposes of accurate presentation within this Proxy Statement. |
2025 Summary Compensation Table
| (3) The amounts reported in this column for 2025 represent the aggregate grant date fair value, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation -Stock Compensation (“ASC 718”), of RSUs granted to the Named Executive Officers in 2025 under the LTIP, disregarding the estimate of forfeitures. Additional details regarding assumptions used to value these RSU awards may be found in Notes 2 and 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
2025 Summary Compensation Table
| (4) We believe that, despite the fact that the Incentive Units (as defined below) do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an “option-like feature.” The amounts reflected for 2025 within this column show the grant date value of the Incentive Units granted pursuant to the incentive unit program of NDB LLC, in accordance with FASB ASC 718. Pursuant to SEC rules, all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. Additional detail regarding the Incentive Units is included in Notes 2 and 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
2025 Summary Compensation Table
| (5) Amounts reflect the following for Mr. Long, Mr. Reitz, Mr. McNeely, Mr. Bolling and Mr. Williams, respectively, (i) the cost of life insurance premiums paid by the Company: $420, $420, $420, $420 and $630, (ii) the value of Company matching contributions under the Company’s 401(k) plan: $24,500, $24,500, $24,500, $24,500 and $24,500, (iii) the value of each NEO’s use of company aircraft: $26,125, $13,063, $0, $13,063 and $0, and (iv) the value of club dues or membership fees paid by the Company: $38,358, $46,301, $19,919, $9,254 and $0. Additionally, Mr. Long and Mr. Reitz each received an annual vehicle allowance of $12,000 each. |
Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The table below sets forth the awards granted to our NEOs during 2025, including awards under the LTIP.
Grants of Plan-Based Awards for Fiscal Year 2025
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Jason Long NDB Incentive Units RSU | March 1, 2025 | — | 1,100(4) | — | 806,058 | | | September 18, 2025 | 137,500 | — | — | 3,107,500 | | Michael Reitz NDB Incentive Units RSU | March 1, 2025 | — | 750(4) | — | 549,585 | | | September 18, 2025 | 95,000 | — | — | 2,147,000 | | Scott L. McNeely NDB Incentive Units RSU | March 1, 2025 | — | 500(4) | — | 366,390 | | | September 18, 2025 | 75,000 | — | — | 1,695,000 | | Harrison Bolling NDB Incentive Units RSU | March 1, 2025 | — | 500(4) | — | 366,390 | | | September 18, 2025 | 70,000 | — | — | 1,582,000 | | Jason Williams NDB Incentive Units RSU | March 1, 2025 | — | 500(4) | — | 366,390 | | | September 18, 2025 | 70,000 | — | — | 1,582,000 |
Grants of Plan-Based Awards for Fiscal Year 2025
| (1) These RSUs will vest in one-third increments over a three-year period beginning on the first anniversary of the grant date. For further discussion, see section titled “Equity Compensation” in the Compensation Discussion and Analysis section of this Proxy Statement and Note 11, “Share-Based Compensation” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (2) We believe that, despite the fact that the Incentive Units (as defined below) do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(m)(5)(i) of Regulation S-K as an instrument with an “option-like feature.” Each Incentive Unit is granted with a specific hurdle amount, or distribution threshold, and will only provide value to the holder based upon our growth above that hurdle amount. Because the Incentive Units are not traditional options, there is no exercise price associated with the awards in the table above. A more detailed description of the Incentive Unit program is provided in the narrative below. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (3) Represents the grant date fair value of each equity award computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. For RSUs and MIUs, grant date fair value is based upon the closing stock price on the grant date. A discussion of the assumptions used in the calculation of these amounts is included in Note 11, “Share-Based Compensation” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Grants of Plan-Based Awards for Fiscal Year 2025
| (4) Each NDB Incentive Unit vests in three equal installments commencing on the first three anniversaries of January 1, 2025, subject to the NEO’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of share-based awards underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | | Option Awards(1) | | | Stock Awards | | | | Name | Grant Date | Granting Entity(2) | Number of Securities Underlying Options (#) Exercisable(3) | Number of Securities Underlying Unexercised Options (#) Unexercisable(4) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested f (#)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Jason Long | June 9, 2020 | NDB LLC | 650 | — | — | — | — | — | | | July 1, 2023 | NDB LLC | 228 | 114 | — | — | — | — | | | March 21, 2025 | NDB LLC | — | 1,100 | — | — | — | — | | | Sept. 18, 2025 | WaterBridge | — | — | — | — | 137,500 | 2,751,375 | | Michael Reitz | June 9, 2020 | NDB LLC | 500 | — | — | — | — | — | | | July 1, 2023 | NDB LLC | 174 | 87 | — | — | — | — | | | March 21, 2025 | NDB LLC | — | 750 | — | — | — | — | | | Sept. 18, 2025 | WaterBridge | — | — | — | — | 95,000 | 1,900,950 | | Scott L. McNeely | June 9, 2020 | NDB LLC | 150 | — | — | — | — | — | | | July 1, 2023 | NDB LLC | 187 | 93 | — | — | — | — | | | March 21, 2025 | NDB LLC | — | 500 | — | — | — | — | | | Sept. 18, 2025 | WaterBridge | — | — | — | — | 75,000 | 1,500,750 | | Harrison Bolling | June 9, 2020 | NDB LLC | 375 | — | — | — | — | — | | | July 1, 2023 | NDB LLC | 133 | 67 | — | — | — | — | | | March 21, 2025 | NDB LLC | — | 500 | — | — | — | — | | | Sept. 18, 2025 | WaterBridge | — | — | — | — | 70,000 | 1,400,700 | | Jason Williams | June 9, 2020 | NDB LLC | 150 | — | — | — | — | — | | | July 1, 2023 | NDB LLC | 200 | 100 | — | — | — | — | | | March 21, 2025 | NDB LLC | — | 500 | — | — | — | — | | | Sept. 18, 2025 | WaterBridge | — | — | — | — | 70,000 | 1,400,700 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) We believe that, despite the fact that the Incentive Units (as defined below) do not require the payment of an exercise price, they are most similar economically to stock options, and as such, they are properly classified as “options” under the definition provided in Item 402(m)(5)(i) of Regulation S—K as an instrument with an “option—like feature.” Each Incentive Unit is granted with a specific hurdle amount, or distribution threshold, and will only provide value to the holder based upon our growth above that hurdle amount. Because the Incentive Units are not traditional options, there is no exercise price or expiration date associated with the awards in the table above. A more detailed description of the Incentive Unit program is provided in the narrative below. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The outstanding Incentive Units were granted to our NEOs by NDB LLC. Distributions attributable to Incentive Units are based on returns received by investors of WB NDB once certain return thresholds have been met. Incentive Units are solely a payment obligation of NDB LLC, and neither the Company nor OpCo has any cash or other obligation to make payments in connection with the Incentive Units. RSUs were granted by the Company. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Incentive Units that are reflected as “exercisable” were vested as of December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Incentive Units reflected as “unexercisable” were still subject to time-based vesting conditions as of December 31, 2025. Each relevant Incentive Unit award vests in equal annual installments commencing on the first three anniversaries of July 1, 2023, for the Incentive Units granted on such date, and January 1, 2025 for the Incentive Units granted on March 21, 2025, subject to the NEO’s continued service. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) The amounts in this column reflect outstanding time-based RSU awards granted to NEOs, each of which vests at one-third of the total RSUs granted on each of the first three anniversaries of the date of our IPO, generally subject to continued employment through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) The amounts reflected in this column would represent the market value of the Class A shares underlying the RSU awards granted to the NEOs as set forth in the preceding column, computed based on the closing price of our Class A shares on December 31, 2025, which was $20.01. |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table provides information, on an aggregate basis, about the NEOs’ awards that were converted to a single class of common units in connection with our IPO during the fiscal year ended December 31, 2025.
Option Exercises and Stock Vested in Fiscal Year 2025
| | | Option Awards | | | Name | Granting Entity | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | | Jason Long | WBR I | 31,357 | 627,140 | | Michael Reitz | WBR I | 20,904 | 418,080 | | Scott L. McNeely | WBR I | — | — | | Harrison Bolling | WBR I | 10,888 | 217,760 | | Jason Williams | — | — | — |
Option Exercises and Stock Vested in Fiscal Year 2025
| (1) In connection with the IPO, WaterBridge Resources LLC (“WBR I”) was reorganized effective as of September 18, 2025 and all outstanding equity interests in WBR I, including Incentive Units, were converted to a single class of common units. This column reflects the number of common units in WBR I that were issued to each NEO in respect of Incentive Units held by such NEO immediately prior to the reorganization. |
Option Exercises and Stock Vested in Fiscal Year 2025
| (2) The amounts reported in this column equal the number of reorganized common units issued to the NEO multiplied by the value of the common units on the reorganization date. |
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control None of our NEOs is party to an employment agreement. However, each of our NEOs may be entitled to certain benefits upon termination of employment under the terms of their respective equity award agreements, consisting of their NDB MIUs and RSU award agreements entered into pursuant to the LTIP. The table below and the following disclosures discuss the payments and benefits that each of our NEOs would have been eligible to receive upon certain termination events, including terminations in connection with a change in control, assuming that each such termination occurred on December 31, 2025. As a result, the payments and benefits disclosed represent what would have been due and payable to such NEOs under the applicable agreements and plans in existence between each NEO and the Company as of December 31, 2025. This disclosure does not reflect any changes to such agreements or plans, or new agreements or plans adopted, after December 31, 2025, unless specifically stated.
Pay Versus Performance
Pay Versus Performance Pursuant to the amendments to Section 14(i) of the Exchange Act, Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, this section provides information regarding the relationship of compensation paid to our NEOs relative to our financial performance. The following table summarizes compensation values reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the year ended December 31, 2025.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(1)(2) ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (h) | | | | | | | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | | | 2025 | 6,421,871 | 8,774,821 | 3,604,140 | 4,712,445 | 100.05 | 99.90 | 9 |
Pay versus Performance Table
| (1) The PEO and the non-PEO NEOs for the year ended December 31, 2025 are as follows: PEO – Jason Long; non-PEO NEOs – Michael Reitz, Scott McNeely, Harrison Bolling and Jason Williams. |
Pay versus Performance Table
| (2) The amount reported in this column is based on total compensation reported for our PEO in the Summary Compensation Table for the year ended December 31, 2025 and adjusted as shown in the table below in accordance with applicable SEC rules. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |
Pay versus Performance Table
| (3) The values disclosed in (i) the TSR column represent the measurement period value of an investment of $100 in our Class A shares and (ii) the Peer Group TSR column represent the measurement period value of an investment of $100 in our peer group. For purposes of the Pay versus Performance table, the peer group is the Alerian US Midstream Energy Index, which is the same peer group we used in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Pay versus Performance Table
| | For the year ended December 31, 2025 | | PEO Summary Compensation Table (“SCT”) Total | $6,421,871 | | Add (Subtract) | | | Fair value of equity awards granted during the year as reported in the Stock Awards and Option Awards columns of the SCT | $(3,913,558) | | Year-end fair value of awards outstanding and unvested as of the end of the year (for awards granted during the year) | $5,297,052 | | Fair value of equity awards as of the vesting date for awards that vested during covered year (for awards granted during the covered year) | $— | | Change in fair value of equity awards as of the end of the covered year (as compared to the end of the preceding year) if the award is outstanding and unvested as of the end of the covered year (for awards granted in years prior) | $171,158 | | Change in fair value of equity awards as of the vesting date (compared to the end of the year preceding the year) if the award vested during the covered year (for awards granted in years prior) | $798,298 | | Amount equal to the fair value of equity awards as of the end of the year preceding the covered year if the award was forfeited during the year | $— | | Dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date (if such dividends or other earnings were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered year) | $— | | COMPENSATION ACTUALLY PAID TO PEO TOTAL | $8,774,821 |
Pay versus Performance Table
| | For the year ended December 31, 2025 | | Non-PEO NEOs Average Summary Compensation Table Total | $3,604,140 | | Add (Subtract) | | | Average fair values of equity awards granted during the year as reported in the Stock Awards and Option Awards columns of the SCT | $(2,163,689) | | Year-end fair value of awards outstanding and unvested as of the end of the covered year (for awards granted during the year) | $2,852,542 | | Fair value of equity awards as of the vesting date for awards that vested during covered year (for awards granted during the year) | $— | | Change in fair value of equity awards as of the end of the year (as compared to the end of the preceding year) if the award is outstanding and unvested as of the end of the covered year (for awards granted in years prior) | $130,246 | | Change in fair value of equity awards as of the vesting date (compared to the end of the year preceding the year) if the award vested during the year (for awards granted in years prior) | $289,206 | | Amount equal to the fair value of equity awards as of the end of the year preceding the year if the award was forfeited during the year | $— | | Dollar value of any dividends or other earnings paid on equity awards during the year prior to the vesting date (if such dividends or other earnings were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year) | $— | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS TOTAL | $4,712,445 |
Narrative to Pay Versus Performance Table
Narrative to Pay Versus Performance Table As discussed in greater detail in the Compensation Discussion and Analysis above, the Chairman of our board of directors considers many factors when making decisions concerning the compensation of our NEOs. While the primary factor taken into account when discussing an NEO’s compensation is the NEO’s personal performance and contributions to the Company, TSR is an example of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as Compensation Actually Paid (“CAP”). However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions and projected performance modifiers but does not reflect actual amounts realized by our NEOs for those awards. In fiscal year 2025, our board of directors also made compensation decisions to align our PEO and non-PEO NEOs’ compensation more closely with market practices following the IPO. Historically, long-term equity compensation has been the primary method employed to align our NEOs’ interests with the performance of the Company. Prior to the IPO, equity compensation consisted primarily of the issuance of Incentive Units with three-year vesting terms. Following the IPO, such equity compensation consisted primarily of RSUs granted pursuant to the LTIP. While long-term equity incentives represent a large portion of our NEOs’ total target compensation, the performance of our Class A shares, measured by TSR, is one of the key drivers of CAP. Measuring from September 16, 2025, the date when our Class A shares started trading on the NYSE, until December 31, 2025, our Class A shares yielded a TSR of $100.05 assuming $100.00 was invested in our Class A shares on September 16, 2025. Assuming $100.00 was invested in the peer group we benchmarked against in our Annual Report on Form 10-K filed with the SEC on March 13, 2026, the Alerian US Midstream Energy Index, our peer group yielded a TSR of $99.90, indicating a 0.15% premium over the Alerian US Midstream Energy Index.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Annual compensation for our non-employee directors is currently comprised of cash and equity-based compensation, as set out below. We also reimburse our directors for reasonable out-of-pocket expenses associated with travel to and attendance at our Board and committee meetings. We do not pay for meeting attendance or provide any other benefits or perquisites to our non-employee directors. For the year ended December 31, 2025, the members of our Board, other than Messrs. Capobianco, Morrow, Sulton, Bayouth, Moore, Eaton, Ms. Harling (collectively, the “Five Point Directors”), Mr. Ritenour and Mr. Long, received compensation for their service on our Board and committees thereof consisting of the items below:
DIRECTOR COMPENSATION
| • | an annual retainer of $100,000; |
DIRECTOR COMPENSATION
| • | an additional annual retainer of $10,000 for service in the Audit Committee; |
DIRECTOR COMPENSATION
| • | an additional annual retainer of $10,000 for service as the chair of the Audit Committee; and |
DIRECTOR COMPENSATION
| • | an annual grant of RSUs with an aggregate grant date fair value equal to $130,000. |
DIRECTOR COMPENSATION
The Company does not pay any compensation to the Five Point Directors or Mr. Ritenour for their service as directors on our Board. For directors appointed or elected after January 1 of a given year, the compensation paid to the non-employee directors will be pro-rated based on the number of days of service. The following table summarizes the compensation provided to the members of our Board for the year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Greg Daily | 27,500 | 165,815 | 193,315 | | James Crane | 25,000 | 165,815 | 190,815 | | Janet Carrig(4) | — | 136,370 | 136,370 |
DIRECTOR COMPENSATION
| (1) The amounts reflected in this column reflect the annual cash compensation paid to the non-employee directors, prorated based on days of service on our Board for the year ended December 31, 2025. |
DIRECTOR COMPENSATION
| (2) The amounts reflected in this column represent the grant date fair value of the RSUs granted to the non-employee directors in 2025 pursuant to our LTIP, computed in accordance with FASB ASC 718, excluding the effects of estimated forfeitures. |
DIRECTOR COMPENSATION
| (3) As of December 31, 2025, each of Messrs. Crane and Daily, and Ms. Carrig held 6,500 unvested RSUs, subject to vesting on September 18, 2026. |
DIRECTOR COMPENSATION
| (4) Ms. Carrig was appointed to the Board on December 12, 2025, and was granted unvested RSUs pursuant to our non-employee director compensation program. |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Under the director compensation program, members of our Board who are also employees do not receive additional compensation for their service as directors. Each director is entitled to be reimbursed for reasonable out-of-pocket expenses and associated travel incurred to attend meetings and activities of our Board or any of its committees. Each director is also indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law pursuant to indemnification agreements entered into with such director.
Transactions with Directors and Executive Officers
Transactions with Directors and Executive Officers We have historically made available the use of corporate charter aircraft on occasion to certain executives and the Chairman of the Board subject to reimbursement by such individuals of Company-paid charter expenses at cost. We have also previously utilized chartered aircraft from entities owned by certain executives. As of June 30, 2025, we had related person receivables totaling approximately $133,000 related to charter aviation expenses that were paid by the Company on behalf of, and subject to reimbursement at cost by, the Chairman of the Board, which was repaid in full in August 2025. Additionally, as of June 30, 2025, we had related person receivables totaling approximately $537,330 for prepaid maintenance and charter expenses paid by the Company to an entity owned by certain individuals, including Messrs. Long and Reitz, for the utilization of chartered aircraft owned by such entity for corporate purposes. Messrs. Long and Reitz paid the outstanding receivables balance in full in August 2025. There have been no material related person receivables with directors or executive officers from August 2025 to the date hereof.