DEF 14A of Black Stone Minerals, L.P., Apr 29, 2024

DEF 14A of Black Stone Minerals, L.P.

Filed Apr 29, 2024 · FY20230001193125-24-122305

Open on EDGAR

  1. Election of Directors (Proposal 1)

    Election of Directors (Proposal 1) Pursuant to the Partnership Agreement, the directors of the Board are elected by a plurality of the votes cast by the unitholders entitled to vote at the Annual Meeting. Each unitholder entitled to vote at the Annual Meeting is entitled to cumulate his or her votes in the election of directors and give one candidate, or divide among any number of candidates, a number of votes equal to the product of (x) the number of common units and preferred units (on an as-converted basis) held by the unitholder, multiplied by (y) the number of directors to be elected at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of establishing quorum but otherwise will have no effect on the election of directors. In addition, as described below under “Majority Voting Policy,” each of the incumbent director nominees is required to tender his or her resignation as a director if he or she fails to receive at least a majority vote election to the Board.

  2. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS At the recommendation of the Nominating and Governance Committee of the Board, the Board has nominated the following individuals for election as directors of the Board, each to serve until the 2025 Annual Meeting and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, or removal: Carin M. Barth Thomas L. Carter, Jr. D. Mark DeWalch Jerry V. Kyle, Jr. Michael C. Linn AJ Longmaid William N. Mathis William E. Randall Alexander D. Stuart James W. Whitehead Each director nominee is currently serving on the Board. Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described below in each director’s biographical information under the heading “Executive Officers and Directors.” The election of directors in this Proposal 1 requires the affirmative vote of a plurality of the votes cast by the unitholders entitled to vote at the Annual Meeting. Each unitholder entitled to vote at the Annual Meeting is entitled to cumulate his or her votes in the election of directors and give one candidate, or divide among any number of candidates, a number of votes equal to the product of (x) the number of common units and preferred units (on an as-converted basis) held by the unitholder, multiplied by (y) the number of directors to be elected at the Annual Meeting. Abstentions and broker non-votes will have no effect on the election of directors. In addition, as described below under “Majority Voting Policy,” each of the incumbent director nominees is required to tender his or her resignation as a director if he or she fails to receive at least a majority vote election to the Board. Unless otherwise indicated on the proxy, the persons named as proxies will vote “FOR ALL” of the nominees listed above. We have no reason to believe that any of the nominees will be unable to serve if elected; however, should any of the nominees become unable to serve prior to the Annual Meeting, the proxies will be voted for the election of such other persons as may be nominated by the Board. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.

  3. EXECUTIVE OFFICERS AND DIRECTORS

    EXECUTIVE OFFICERS AND DIRECTORS The following table shows information for the executive officers and directors of the General Partner. Executive officers serve at the discretion of the Board. Directors hold office until their successors are duly elected and qualified. There are no family relationships among any of our directors or executive officers.

  4. EXECUTIVE OFFICERS AND DIRECTORS

    | Name | Age as of the Annual Meeting | Position With The General Partner | | Thomas L. Carter, Jr.* | 72 | Chairman, Chief Executive Officer, and President | | Evan M. Kiefer | 37 | Senior Vice President, Chief Financial Officer and Treasurer | | L. Steve Putman | 49 | Senior Vice President, General Counsel, and Secretary | | Carrie P. Clark | 47 | Senior Vice President, Chief Commercial Officer | | Dawn K. Smajstrla | 53 | Vice President and Chief Accounting Officer | | Carin M. Barth* | 61 | Director | | D. Mark DeWalch* | 62 | Director | | Jerry V. Kyle, Jr.* | 63 | Director | | Michael C. Linn* | 72 | Director | | AJ Longmaid* | 46 | Director | | William N. Mathis* | 58 | Director | | William E. Randall * | 57 | Director | | Alexander D. Stuart* | 73 | Director | | James W. Whitehead* | 48 | Director |

  5. EXECUTIVE OFFICERS AND DIRECTORS

    | * Nominated for election to the Board at the 2024 Annual Meeting |

  6. EXECUTIVE OFFICERS AND DIRECTORS

    Thomas L. Carter, Jr. Mr. Carter has served as Chairman and Chief Executive Officer of the General Partner since November 2014. Mr. Carter served as President of the General Partner from November 2014 to June 2018 and returned to the position in February 2023. Mr. Carter founded BSMC, our predecessor, and served as President, Chief Executive Officer, and Chairman of Black Stone Natural Resources, L.L.C. (“BSNR”), the former general partner of BSMC, from 1998 to 2015. Mr. Carter served as Managing General Partner of W.T. Carter & Bro. from 1987 to 1992 and Black Stone Energy Company from 1980 to present, both of which preceded the General Partner. Mr. Carter founded Black Stone Energy Company, BSMC’s operating and exploration subsidiary, in 1980. From 1978 to 1980, Mr. Carter served as a lending officer in the Energy Department of Texas Commerce Bank in Houston, Texas, after serving in various other roles from 1975. Mr. Carter received M.B.A. and B.B.A. degrees from the University of Texas at Austin. Mr. Carter served as a director of Carrizo Oil & Gas Inc. from 2005 to 2019. Mr. Carter currently serves as a Trustee Emeritus of The Lawrenceville School. Mr. Carter’s extensive industry and executive management experience and his background in finance qualify him to serve on the Board. Evan M. Kiefer. Mr. Kiefer has served as Senior Vice President, Chief Financial Officer and Treasurer of the General Partner since October 2023. Mr. Kiefer served as Interim Chief Financial officer and Treasurer of the General Partner from March 2023 to October 2023. Mr. Kiefer served as Vice President, Finance & Investor Relations of the General Partner from 2021 to 2023. Previously, Mr. Kiefer served as Director, Finance & Investor Relations of the General Partner from 2019 to 2021, Manager, Finance of the General Partner from 2015 to 2019 and Financial Analyst of the General Partner from 2013 to 2015. Prior to joining the General Partner, Mr. Kiefer was employed at KPMG in the Economic and Valuation Services practice. Mr. Kiefer received a B.B.A from the University of Texas at Austin. Mr. Kiefer is a CFA charterholder and member of the CFA Institute. L. Steve Putman. Mr. Putman has served as Senior Vice President, General Counsel, and Secretary of the General Partner since November 2014. Mr. Putman served as Senior Vice President, General Counsel, and Secretary of BSNR from 2013 to 2015. Prior to joining BSMC, Mr. Putman was Managing Director and General Counsel of Quintana Capital Group from 2008 to 2013 and Vice President, General Counsel, and Secretary of Quintana Maritime Limited from 2005 to 2008. He also worked as an associate at Vinson & Elkins L.L.P. from 2001 to 2005 and Mayer Brown LLP from 2000 to 2001. Mr. Putman received a B.A. from the University of Texas at Austin and a J.D. from the University of Chicago. He is licensed to practice law in the states of Texas and Illinois. Carrie P. Clark. Ms. Clark has served as Senior Vice President, Chief Commercial Officer of the General Partner since August 2021. From 2020 until she joined the General Partner, Ms. Clark served as Executive Vice President, Chief Administrative Officer, and General Counsel of University Lands, where she developed and managed legal and land management strategy for over 2.1 million acres of fee lands in Texas to generate oil and gas royalty and surface revenue for the benefit of the University of Texas and Texas A&M University Systems. From 2015 to 2020, Ms. Clark was Senior Vice President, Land and General Counsel of University Lands. From 2014 to 2015, Ms. Clark was Deputy General Counsel at Talos Energy, LLC, now a public exploration and production company focused on the Gulf of Mexico and offshore Mexico. From 2011 to 2015, she served as Vice President, Land & Legal at EnerVest Operating LLC, a private oil and gas operator, where she led a large, diverse team of land and legal professionals in supporting the ownership, operation, and management of EnerVest’s oil and gas assets in North America. Ms. Clark served as Assistant General Counsel and Corporate Secretary for a wholesale generation and transmission electric cooperative from 2008 to 2011. Ms. Clark began her career in land and legal roles at Shell Oil Company. She served on the board of directors of Brigham Minerals Corporation from February 2020 until June 2021. She has a J.D. from the University of Houston Law Center and a B.B.A. in Petroleum Land Management and Finance from Texas Tech University. Dawn K. Smajstrla. Ms. Smajstrla has served as Vice President and Chief Accounting Officer of the General Partner since September 2015. Prior to joining the General Partner, she was employed at LRR Energy, LP from December 2013 to September 2015 as Vice President, Controller, and Chief Accounting Officer. She also worked at Goodrich Petroleum from 2010 through 2013 as Vice President, Controller, and Principal Accounting Officer. Ms. Smajstrla was employed by Anadarko Petroleum from 2008 to 2010 in financial reporting and corporate audit roles. Prior to joining Anadarko, Ms. Smajstrla worked in various financial reporting and corporate accounting roles for 13 years. Ms. Smajstrla received B.S. and M.B.A. degrees from The University of Houston. Ms. Smajstrla is a Certified Public Accountant. Carin M. Barth. Ms. Barth has served as a director of the General Partner since March 2015. She has served as President of LB Capital, Inc., a private capital firm she co-founded in 1988, since 2005. She has also served on the boards of directors of Enterprise Products Holdings LLC since 2015; Group 1 Automotive, Inc. since 2017; and she has served as a trustee of The Welch Foundation since 2012. She has served as an Operating Partner of Mountain Capital Management, LLC, an energy-focused private-equity firm, since 2022 and serves on the boards of two of its portfolio companies. Ms. Barth served on the boards of directors of BBVA USA Bancshares, Inc. (a subsidiary of BBVA Group) from January 2020 until May 2021; Halcón Resources Corporation from April 2019 to October 2019; Western Refining, Inc., a public crude oil refiner and marketer of refined products, from 2006 to 2016; and the Bill Barrett Corporation, a public oil and natural gas exploration and development company, from 2012 to 2016. From 2007 to 2021, she served as a board member of The Ronald McDonald House of Houston. From 2008 to 2014, she served as a Commissioner to the Department of Public Safety for the State of Texas. She served as a member of the board of regents of Texas Tech University from 1999 to 2005 and was Chairman of the University’s endowment from 2001 to 2005, 2006 to 2010, and was again appointed as Chairman in 2012 to 2018. During 2004 to 2005, Ms. Barth took a leave of absence from LB Capital, Inc., to serve as Chief Financial Officer of the U.S. Department of Housing and Urban Development in Washington, D.C. From September 2006 to July 2007, she also served as Interim Senior Vice President of Finance and Administration (CFO) at Texas Southern University. Except as listed above, Ms. Barth has not served as a director of a publicly traded company or a registered investment company in the past five years. Ms. Barth received a B.S. from the University of Alabama, summa cum laude, and a M.B.A. from the Owen Graduate School of Management at Vanderbilt University. Ms. Barth’s experience in varied financial matters, including as chief financial officer for several entities, her experience with mergers and acquisitions, her experience in operating a private capital company and her service on numerous public and private company boards are key attributes, among others, that make her well qualified to serve on the Board.

  7. EXECUTIVE OFFICERS AND DIRECTORS

    D. Mark DeWalch. Mr. DeWalch has served as director of the General Partner since March 2015. Mr. DeWalch served as director of BSNR from 2009 to 2015. Mr. DeWalch also serves as President of DeWalch Holdings LLC, co-owner of DeWalch Holdings LLC, and as President and Manager of DeWalch Investments, LLC, DeWalch Diversified GP LLC, and other DeWalch-related entities. Mr. DeWalch served as Executive Vice President and Chief Financial Officer of DeWalch Technologies, Inc. from 1993 to 2022 and was a co-owner of DeWalch Technologies, Inc. from 1995 to 2022. Mr. DeWalch served on the board of directors of DeWalch Technologies, Inc. from 1985 to 2022. Mr. DeWalch began his career in commercial banking in New York with the Irving Trust Company where he served as a lending officer. Mr. DeWalch currently serves on the board of Texas Children’s Hospital and on the board of visitors of South Texas College of Law. He received M.B.A. and B.B.A. degrees from the University of Texas at Austin. Mr. DeWalch provides valuable financial expertise to the Board due to his background in commercial banking, as well as a unique operational perspective due to his experience with DeWalch Technologies, Inc. Jerry V. Kyle, Jr. Mr. Kyle has served as director of the General Partner since March 2015. Mr. Kyle served as director of BSNR from January 2013 to 2015. Mr. Kyle has been a Partner at Orrick, Herrington & Sutcliffe LLP since 2018. From 2002 until 2018, Mr. Kyle was a Partner at Andrews Kurth Kenyon LLP. Mr. Kyle received his J.D. from the University of Texas School of Law in 1990 and his B.A. from The Colorado College in 1984. He is a member of the Texas Bar Foundation and the Austin Bar Association. Mr. Kyle’s extensive experience as a lawyer practicing in matters related to finance, lending, securities issuance and regulation, and legislative and regulatory affairs qualify him to serve on the Board. Michael C. Linn. Mr. Linn has served as a director of the General Partner since March 2015. Mr. Linn served as director of BSNR from January 2013 to 2015. Mr. Linn is the founder of Linn Energy LLC and served as a director of Linn Energy LLC from December 2011 to 2017. Prior to such time, he was Executive Chairman of the board of directors of Linn Energy LLC since January 2010 and Chairman and Chief Executive Officer of Linn Energy, LLC from December 2007 to January 2010. Following his retirement as Executive Chairman of the board of directors of Linn Energy LLC in December 2011, Mr. Linn formed MCL Ventures LLC, a private investment vehicle that focuses on purchasing oil and natural gas royalty interests as well as non-operated interests in oil and natural gas wells. Mr. Linn has served as President and CEO of MCL Ventures LLC since 2012. Mr. Linn has also served as a member of the board of directors of Nabors Industries Ltd. since 2012 (where he served as Chairman of its compensation committee from 2012 until 2020 and has served as Chairman of its ESG committee since 2020), a senior advisor to Quantum Energy Partners since 2012 and a member of the board of managers of Cavallo Mineral Partners, LLC and Wireline Holding Company, LLC. Mr. Linn served as a member of the board of directors and Chairman of the conflicts committee of Western Refining GP, LLC from 2013 to 2017, a member of the board of directors of Centrica plc from June 2013 to April 2016, and Chairman of the SHESEC Committee of Centrica plc, and as a member of the board of directors and compensation committee of Jagged Peak Energy from 2017 to 2019. Mr. Linn received his J.D., cum laude, from the University of Baltimore School of Law in 1977 and his B.A., cum laude, from Villanova University in 1974. Mr. Linn’s many years of experience as the Chief Executive Officer of a publicly traded oil and natural gas master limited partnership, as well as his deep industry knowledge and prior public company board experience, make him particularly well suited to serve on the Board. AJ Longmaid. Mr. Longmaid has served as director of the General Partner since March 2024. Mr. Longmaid has been Director of Operations at Burr Yacht Sales South, a yacht dealer in Stuart, Florida, since 2015. In 2020, he formed C Level Aviation LLC, which is currently a part owner of Sky Blue Jet Aviation, a flight school, service center, and aircraft dealer and broker located in North County Palm Beach and Sebastian, Florida. From 2005 to 2020, Mr. Longmaid operated Longmaid Charters, LLC, a charter company. Prior to that, he was a financial advisor at Morgan Stanley Dean Witter in Boston, Massachusetts. He serves on the board of trustees of The Pine School in Hobe Sound, Florida and as a Committee Member of Winter Harbor Yacht Club in Winter Harbor, Maine. Mr. Longmaid holds a B.S. degree from Roger Williams University. Mr. Longmaid’s experience operating private companies and his family’s multi-generational ownership in the Partnership and its predecessors make him well qualified to serve on the Board of the General Partner. William N. Mathis. Mr. Mathis has served as director of the General Partner since March 2015. Mr. Mathis served as director of BSNR from 2009 to 2015. Since 2001, he has been the managing partner of Conti Street Partners LLC, an investment company in Houston, Texas. He has served on the board of directors of Highland Resources, Inc. since 2004 and the board of directors of The GRB Partnership since 1998 and has been chairman of Australis Aquaculture LLC since 2009. He has also served as managing member of Wellspring Energy Partners, L.P. since 2012. Mr. Mathis served on the board of directors of Wilson Industries Inc. from 1994 to 1998, Paradigm Services LP from 1998 to 2008, and EnTouch Communications from 1999 to 2007. In addition, Mr. Mathis served on the board and executive committee of Davidson College and currently serves on the boards of The Museum of Fine Arts – Houston, The Chinquapin School, The Brown Foundation Inc. of Houston, The Texas Medical Center, and Texas Children’s Hospital. Mr. Mathis is a graduate of Davidson College. Mr. Mathis’s extensive experience in the oil and natural gas industry as well as extensive director-level corporate governance expertise qualify him to serve on the Board. William E. Randall. Mr. Randall has served as director of the General Partner since June 2017. Mr. Randall has been a commercial real estate developer since 2001, and owns, manages, and leases retail shopping centers in the greater Houston, Texas area in various single purpose entities not affiliated with the Partnership. Additionally, Mr. Randall is an active manager in family investments, including venture capital, farming and ranching operations, and stock portfolios. Mr. Randall is a retired Navy Captain with over 30 years of service in active and reserve component commands leading troops in combat and peace time operations. Mr. Randall currently serves on the board of directors of Wayne Duddlesten Foundation. Mr. Randall received his B.S. from the United States Naval Academy in 1990 and M.B.A. from Rice Business School in 2001. Mr. Randall provides valuable investment and acquisition expertise to the Board due to his background in commercial real estate development, as well as a unique perspective due to his service as a Captain in the Naval Reserve.

  8. EXECUTIVE OFFICERS AND DIRECTORS

    Alexander D. Stuart. Mr. Stuart has served as director of the General Partner since March 2015. Mr. Stuart served as director of BSNR from 1990 to 2015. He has been the President of North Star Investments, an investment firm responsible for identifying and managing a wide variety of assets, since 2004 and has served as the managing partner of RDS Investments, a limited partnership with extensive holdings in private equity, venture capital, real estate, energy, and publicly traded stocks and bonds since 2005. Mr. Stuart became a trustee of Lake Forest College in 2012 and St. Andrews School in 2009 and serves on the endowment committees for both institutions. Since 2006, Mr. Stuart has been a director of Northwestern Lake Forest Hospital and is also a member of the investment committee for the parent organization, Northwestern Memorial Hospital. Mr. Stuart received his A.B. from Princeton University and his M.B.A. from Harvard Business School. Mr. Stuart’s investment management experience and experience serving as a director of BSNR qualify him to serve on the Board. James W. Whitehead. Mr. Whitehead has served as director of the General Partner since July 2023. He has been the Alternative Investments Manager of R. Lacy Services, Ltd., a private oil & gas company, since 2020. From 2005 until he left to join R. Lacy Services, Ltd., he worked at the Partnership in various capacities, most recently as Director of Enterprise Operations Optimization. Mr. Whitehead has also served on the board of managers of R. Lacy Services, GP, LLC since 2020. He currently serves on the board of trustees of Episcopal High School in Houston. He received a B.S. from Vanderbilt University and an M.B.A. from the Jones Graduate School of Business at Rice University. Mr. Whitehead’s oil and gas expertise, including his experience working for the Partnership, qualify him to serve on the Board.

  9. Compensation Best Practices

    | What We Do | | What We Don’t Do | | | ✓ | Link annual incentives to the achievement of pre- established performance goals | × | Tax gross ups | | ✓ | Emphasize long-term performance | × | “Single trigger” change-in-control payments | | ✓ | Provide at least 50% of our long-term compensation in the form of performance-based incentives | × | Excessive perquisites | | ✓ | Regularly evaluate the risks of our compensation programs | × | Hedging of Partnership units | | ✓ | Maintain an independent Compensation Committee | × | Guaranteed minimum bonus payments for executive officers | | ✓ | Engage an independent compensation consultant | × | Automatic increases in executive base salary or lock-step changes in compensation based on peer group levels or metrics | | ✓ | Maintain a clawback policy | × | Repricing or buyout of underwater options without unitholder approval | | ✓ | Emphasize performance-based, at-risk compensation | | | | ✓ | Maintain robust unit ownership and retention guidelines | | | | ✓ | Hold an annual say-on-pay advisory vote | | |

  10. Compensation Strategy (Objectives of our Executive Compensation Program)

    | OBJECTIVES | HOW WE MEET OUR OBJECTIVES | | Attract and retain high performing talent | • Provide a competitive total compensation package considering base salary, short-term and long-term incentives, and benefits. | | Motivate and reward executives | • Provide a significant portion of each NEO’s total compensation opportunity in the form of variable compensation. | | | • Align our executive compensation with short-term and long-term performance of the Partnership. | | Address the cyclicality of the oil and gas industry | • The short-term incentive plan focuses on financial goals to encourage executives to execute on short-term goals that lead to long-term unitholder value. | | | • The long-term incentive plan utilizes a combination of performance-based and time-based awards, balancing an emphasis on performance and retention through the business cycles. |

  11. Peer Group (Demonstrating the Competitive Market for Pay)

    Peer Group (Demonstrating the Competitive Market for Pay) The Compensation Committee utilizes a comparative group of industry companies (the “Peer Group”) to evaluate the competitiveness of our executive compensation program. The Peer Group represents organizations of comparable size and complexity of operations. Further, the Peer Group represents those organizations with which we compete for talent. The Compensation Committee reviews the Peer Group annually to ensure continued appropriateness for benchmarking purposes. For the 2023 Fiscal Year, the Peer Group consisted of companies selected for comparative size, complexity, revenue, EBITDA, and market capitalization. The Compensation Committee assesses our compensation elements using compiled Peer Group data and national compensation survey data to establish market consensus information (“Competitive Market Data”). The Peer Group used for 2023 compensation benchmarking consisted of the following companies:

  12. Peer Group (Demonstrating the Competitive Market for Pay)

    | Antero Resources Corporation | Denbury Resources Inc. | PDC Energy, Inc. | | Brigham Minerals | Kimbell Royalty Partners | Permian Resources | | Callon Petroleum | Magnolia Oil & Gas | Range Resources Corporation | | Chord Energy | Matador Resources Company | SM Energy Company | | Civitas Resources | Northern Oil & Gas | Vital Energy |

  13. Peer Group (Demonstrating the Competitive Market for Pay)

    Adjustments are made to our peer group throughout the year in order to reflect certain transactional activities of our peers, such as being merged out of existence or filing for bankruptcy.

  14. Key Components of our Compensation Program and Compensation Mix

    | • | Short-term incentive bonuses; |

  15. Key Components of our Compensation Program and Compensation Mix

    | • | Long-term incentive awards; |

  16. Key Components of our Compensation Program and Compensation Mix

    | • | Severance arrangements; and |

  17. Short-Term Incentive Bonuses

    Short-Term Incentive Bonuses Our performance-based short-term incentive bonus (“STI Bonus”) granted under the LTIP is based upon our pay-for-performance philosophy. The STI Bonus provides our NEOs with an incentive in the form of an annual bonus to achieve our overall business goals. These awards are payable based on the achievement of annual financial objectives measured against our internal operating plan established at the beginning of each fiscal year. Final payouts are subject to reduction or increase by the Compensation Committee for individual and team performance during the performance period. Annual STI Bonus targets are measured as a percentage of each NEO’s base salary and are reviewed and confirmed annually by the Compensation Committee. Due to the transition in the Chief Financial Officer role in 2023, Mr. Wood was not eligible for an STI Bonus for 2023, and Mr. Kiefer’s target STI Bonus was increased to 100% upon his appointment as Interim CFO. Otherwise, no changes were made to any of our NEO’s annual STI Bonus target percentages for the 2023 Fiscal Year. The table below provides STI Bonus targets as a percentage of base salary for each of our NEOs for the 2023 Fiscal Year.

  18. Short-Term Incentive Bonuses

    | Name | Target STI Bonus (as a % of Base Salary) | | Thomas L. Carter, Jr. | 120% | | Evan M. Kiefer | 100% | | L. Steve Putman | 100% | | Carrie P. Clark | 100% | | Dawn K. Smajstrla | 60% | | Jeffrey P. Wood | N/A |

  19. Short-Term Incentive Bonuses

    Payouts can range from 0% to 200% of the established percentage of salary, with a payout of 50% if threshold performance is achieved, 100% if target performance is achieved, and 200% if maximum performance is achieved.

  20. 2023 STI Performance Results

    2023 STI Performance Results The STI Bonuses for the 2023 Fiscal Year were equal to the product of each NEO’s (i) target bonus and (ii) our adjusted EBITDAX Payout Factor, which is based on our adjusted EBITDAX achievement level, but further adjusted as described below. For the 2023 Fiscal Year, the adjusted EBITDAX target established at the beginning of the performance period was $474.526 million. For purposes of calculating the STI Bonus, adjusted EBITDAX was calculated as the ratio of our actual adjusted EBITDAX for the applicable year to our budgeted adjusted EBITDAX for such year, as adjusted by an Adjusted EBITDAX Payout Factor that emphasizes the effect of under-or over-achievement, with linear interpolations between the target and either the threshold or maximum, as outlined below:

  21. 2023 STI Performance Results

    | | Below Threshold | Threshold | Target | Maximum | | | Adjusted EBITDAX Achievement Level (as % of Target) | <70% | 70% | 100% | ≥ | 130% | | Adjusted EBITDAX Payout Factor | 0% | 50% | 100% | | 200% |

  22. 2023 STI Performance Results

    Actual adjusted EBITDAX for the 2023 Fiscal Year was $474.528 million. We achieved an adjusted EBITDAX payout factor of slightly more than 100% of target. The STI Bonus achievement resulted in payments to participants as reflected below:

  23. 2023 STI Performance Results

    | Name | Target Bonus Value | Adjusted EBITDAX Payout Factor (1) | Actual Bonus Earned | | Thomas L. Carter, Jr. | $545,979 | 100% | $545,986 | | Evan M. Kiefer | $250,000 | 100% | $250,003 | | L. Steve Putman | $315,000 | 100% | $315,004 | | Carrie P. Clark | $315,000 | 100% | $315,004 | | Dawn K. Smajstrla | $180,557 | 100% | $180,559 | | Jeffrey P. Wood | $N/A | N/A | $N/A |

  24. 2023 STI Performance Results

    | (1) The 100% payout factor reflected above has been rounded to the nearest whole percentage, but the actual bonus earned was calculated based on the unrounded payout factor. For the purpose of calculating the payout factor, our actual adjusted EBITDAX for the 2023 Fiscal Year was calculated, subject to the discretion of the Compensation Committee, by applying additional adjustments to Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, and depreciation, depletion, and amortization expense, adjusted for impairment of oil and natural gas properties, accretion of asset retirement obligations, unrealized gains and losses on commodity derivative instruments, non-cash equity-based compensation, and gains or losses on sales of assets, if any. We then adjust Adjusted EBITDA (a) to subtract other income (excluding tax provision), interest and investment income, and change in deferred revenue, (b) to add back exploration expense, and (c) to reverse the effect of actual cash STI and replace with the budgeted amount. Our budgeted adjusted EBITDAX for the 2023 Fiscal Year was the amount approved by the Board of the General Partner in the annual budget for 2023. |

  25. Long-Term Incentives

    Long-Term Incentives Our long-term incentive program is designed to align the interests of executive officers with unitholders and reward executives for achievement of long-term goals. Long-term incentives play an important role in the retention of executives and provide executives an opportunity to acquire equity ownership in the Partnership. For these reasons, we place more emphasis on long-term incentive compensation than any other compensation element. Long-term equity incentive awards are provided under the Black Stone Minerals, L.P. Long-Term Incentive Plan (“LTIP”). The Compensation Committee annually reviews and determines the allocation between the long-term incentive vehicles based on Competitive Market Data, as well as input from senior management regarding our key business drivers. For the 2023 Fiscal Year, the long-term incentive program consisted of annual grants of an equal combination of performance-based unit awards and time-based restricted unit awards. This reflects the Compensation Committee’s goal of aligning the interests of our NEOs with our unitholders. In February 2023, the Compensation Committee approved target annual long-term incentive award increases of 5% for each of Messrs. Carter and Putman and Ms. Smajstrla; and 50% for Ms. Clark to align their target annual long-term incentive awards with Competitive Market Data.

  26. LTI Performance Units

    LTI Performance Units One-half of the target value of annual long-term incentive awards granted to our NEOs for the 2023 Fiscal Year consisted of long- term performance-based phantom units (“LTI Performance Units”) granted under the LTIP. The Compensation Committee grants performance-based awards to drive our performance towards achievement of established goals over a three-year performance period. The performance targets are intended to encourage long-term growth and bolster the health of the Partnership’s assets. The target LTI Performance Units granted to each NEO are reflected in the following table:

  27. LTI Performance Units

    | Name | Target Annual LTI Performance Units | | Thomas L. Carter, Jr. | 110,295 | | Evan M. Kiefer | 15,605 | | L. Steve Putman | 55,711 | | Carrie P. Clark | 39,325 | | Dawn K. Smajstrla | 11,270 | | Jeffrey P. Wood | N/A |

  28. LTI Performance Units

    The annual grants of LTI Performance Units awarded during the 2023 Fiscal Year are measured based on the average performance percentage attained over the performance period beginning January 1, 2023 and ending December 31, 2025. The percent of these target LTI Performance Units that will become earned upon the attainment of average performance percentage will be determined using linear interpolation in accordance with the following table:

  29. LTI Performance Units

    | | Below Threshold | Threshold | Target | Maximum | | | Average Performance (as % of Target) | <70% | 70% | 100% | ≥ | 130% | | LTI Performance Units Earned (as % of Target) | 0% | 50% | 100% | | 200% |

  30. LTI Performance Units

    The average performance percentage is determined by finding the mean of the “production performance percentage” and the “reserve performance percentage” for each of the three years in the performance period. The “production performance percentage” reflects the attainment of per-unit production levels as a percentage of the budgeted per-unit production levels (as determined by the Board of the General Partner) for the applicable year. The “reserve performance percentage” reflects the attainment of per-unit proved reserve levels as a percent of the budgeted per-unit proved reserve levels (as determined by the Board) for the applicable year. For the 2023 Fiscal Year, the “reserve performance percentage” was achieved at 96.69% of target and the “production performance percentage” was achieved at 105.47%, resulting in an “average performance percentage” of 101.08% of target; however, the actual performance achieved will not be determined until the completion of the three-year performance period.

  31. LTI Restricted Units

    LTI Restricted Units One-half of the target value of annual long-term incentive awards granted to our NEOs for the 2023 Fiscal Year consisted of restricted unit awards (“LTI Restricted Units”). The Compensation Committee grants these time- based awards to encourage and promote retention of key employees. The LTI Restricted Units granted to all NEOs on February 1, 2023, vest in one-third increments on each of January 7, 2024, January 7, 2025, and January 7, 2026. The LTI Restricted Units granted to each NEO are reflected in the following table:

  32. LTI Restricted Units

    | Name | Target LTI Restricted Units | | Thomas L. Carter, Jr. | 110,295 | | Evan M. Kiefer | 15,605 | | L. Steve Putman | 55,711 | | Carrie P. Clark | 39,325 | | Dawn K. Smajstrla | 11,270 | | Jeffrey P. Wood | N/A |

  33. Settlement of 2021 LTI Performance Units

    Settlement of 2021 LTI Performance Units Vesting and payout of the 2021 LTI Performance Units was assessed by the Compensation Committee in February 2024. The following table summarizes the performance as a percentage of target for the 2021 LTI Performance Units based on production and reserve performance over the three-year period ending December 31, 2023.

  34. Settlement of 2021 LTI Performance Units

    | | 2021 | 2022 | 2023 | 3-Yr Avg | | Reserves | 111.29% | 107.42% | 96.69% | 105.13% | | Production | 110.79% | 106.05% | 105.47% | 107.44% | | Average Performance Percentage | | | | 106.29% | | Overall Payout (% of Target) | | | | 120.96% |

  35. Settlement of 2021 LTI Performance Units

    The following table summarizes the payouts for the 2021 LTI Performance Units based on production and reserve performance over the three-year period ending December 31, 2023.

  36. Settlement of 2021 LTI Performance Units

    | Name | Target 2021 LTI Performance Units | Payout as a % of Target | Earned 2021 LTI Performance Units(1) | | Thomas L. Carter, Jr. | 183,110 | 120.96% | 221,490 | | Evan M. Kiefer | 4,352 | 120.96% | 5,264 | | L. Steve Putman | 67,334 | 120.96% | 81,447 | | Carrie P. Clark | 16,255 | 120.96% | 19,662 | | Dawn K. Smajstrla | 14,850 | 120.96% | 17,963 | | Jeffrey P. Wood | N/A | N/A | N/A |

  37. Settlement of 2021 LTI Performance Units

    | (1) The amounts reported in this column do not include the number of additional common units earned by each NEO with respect to the distribution-equivalent rights (“DERs”) granted in tandem with the 2021 LTI Performance Units and paid in 2024. For further information regarding the vesting of such DERs, please see the “Option Exercises and Units Vested in the 2023 Fiscal Year” table, which includes accrued distribution-equivalent rights paid in 2023 with respect to certain of the NEOs’ LTI Performance Units. |

  38. Post-Employment and Change in Control Benefits

    Post-Employment and Change in Control Benefits Each of the NEOs other than Ms. Smajstrla is party to a severance agreement that provides for severance payments and benefits upon certain terminations of employment, including enhanced benefits upon certain terminations of employment following a change in control. These severance agreements are intended to provide protections to the NEOs in the event of certain involuntary terminations, and they assist in recruiting and retaining high performing talent. Additionally, these agreements provide us with an opportunity to obtain non-competes and other restrictive covenants, providing protection to the Partnership in the event of the termination of an NEO’s employment. Ms. Smajstrla is not party to a severance agreement because she is a vice-president-level executive officer, unlike the remainder of the NEOs who are Senior Vice Presidents or more senior executives of the Company. In connection with Mr. Wood’s departure on February 28, 2023, the Company entered into a Separation Agreement with Mr. Wood that provided for payments consistent with his existing severance agreement and award agreements. The Compensation Committee and Board determined that these amounts were appropriate because (a) Mr. Wood’s departure was a qualifying termination under his existing severance agreement and award agreements, and (b) moreover, the payments recognized Mr. Wood’s integral role in the Company’s success as a public company, his support in navigating the Company through difficult times, including the COVID-19 pandemic and the accompanying downturn in the commodity markets, and his contributions to the Company, leaving it in one of the strongest financial positions in its history. For a description of the terms of the severance agreements and arrangements with each of the NEOs, please see the section below entitled “Potential Payments Upon Termination or a Change in Control.”

  39. Process and Procedures for Determining Executive Compensation

    | (iii) | review and approve employment agreements and severance arrangements for the executive officers, |

  40. Process and Procedures for Determining Executive Compensation

    | (vii) | review director compensation and recommend any changes to the Board, and |

  41. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has engaged FW Cook to serve as its independent compensation consultant. The independent compensation consultant reports to and acts at the direction of the Compensation Committee. FW Cook provides no services for management or the Compensation Committee that are unrelated to the duties and responsibilities of the Compensation Committee. At the request of the Compensation Committee, FW Cook has undertaken comprehensive market reviews annually, which have been utilized by the Compensation Committee when making its recommendations for the Partnership’s compensation programs. The Compensation Committee annually reviews FW Cook’s independence under NYSE rules and has determined that FW Cook is independent.

  42. Risk Assessment

    | • | Our compensation mix is balanced among (i) fixed components like salary and benefits, (ii) annual incentives that reward our overall financial performance, business unit financial performance, operational measures, and individual performance, and (iii) a portfolio approach for equity-based awards, primarily consisting of long-term incentive performance units and long-term incentive restricted units. |

  43. Risk Assessment

    | • | Awarding our long-term incentive compensation in the form of units ties compensation to unit price performance over multiple-year periods, with equity-based awards generally vesting over three years. This minimizes the benefit of a temporary spike in unit price. |

  44. Risk Assessment

    In summary, although a significant portion of the compensation provided to Named Executive Officers is performance-based, we believe our compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short- and long-term operational and financial goals. We set performance goals that we believe are reasonable in light of our past performance and market conditions. A portion of the performance-based, variable compensation we provide is made up of long-term incentives in the form of long-term restricted unit awards subject to time-based vesting conditions, which retains value even in a depressed market, so executives are less likely to take unreasonable risks. With respect to our annual performance-based incentives, assuming achievement of at least a threshold level of performance, payouts result in some compensation at levels below full target achievement.

  45. Summary Compensation Table

    Summary Compensation Table The table below provides information concerning the annual compensation of our Named Executive Officers for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, as applicable.

  46. Summary Compensation Table

    | Name and Principal Position | Years | Salary ($)(1) | Bonus ($)(2) | Unit Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas L. Carter, Jr. | 2023 | 454,983 | — | 3,533,852 | 545,986 | 16,500 | 4,551,321 | | (President, Chairman and Chief Executive Officer) | 2022 | 433,317 | — | 3,365,570 | 1,039,961 | 15,250 | 4,854,098 | | | 2021 | 433,317 | — | 3,365,562 | 1,039,961 | 14,500 | 4,853,340 | | Evan M. Kiefer | 2023 | 255,000 | 5,000 | 499,984 | 250,003 | 12,750 | 1,022,737 | | (Chief Financial Officer and Treasurer) | | | | | | | | | L. Steve Putman | 2023 | 315,000 | — | 1,784,980 | 315,004 | 15,750 | 2,430,734 | | (Senior Vice President, General Counsel, and Secretary) | 2022 | 300,000 | — | 1,699,990 | 600,000 | 15,000 | 2,614,990 | | | 2021 | 280,000 | — | 1,237,599 | 560,000 | 14,000 | 2,091,599 | | Carrie P. Clark | 2023 | 315,000 | — | 1,259,973 | 315,004 | 15,341 | 1,905,318 | | (Senior Vice President Land & Commercial) | 2022 | 300,000 | — | 839,996 | 600,000 | 14,610 | 1,754,606 | | | 2021 | 125,000 | — | 349,808 | 249,863 | 6,088 | 730,758 | | Dawn K. Smajstrla | 2023 | 300,928 | — | 361,091 | 180,559 | 15,046 | 857,624 | | (Vice President and Chief Accounting Officer) | 2022 | 286,598 | — | 343,898 | 343,918 | 14,330 | 988,744 | | | 2021 | 272,950 | — | 272,943 | 272,950 | 13,648 | 832,491 | | Jeffrey P. Wood | 2023 | 66,667 | — | — | — | 877,409 | 944,076 | | (Former President, Chief Financial Officer and Treasurer) | 2022 | 400,000 | — | 2,399,990 | 800,000 | 15,250 | 3,615,240 | | | 2021 | 358,000 | — | 2,352,052 | 716,000 | 14,500 | 3,440,552 |

  47. Summary Compensation Table

    | (1) Amounts include total annual salary earned for the fiscal year, regardless of whether any of these amounts were deferred by our NEOs under the 401(k) Plan or otherwise paid in another year. |

  48. Summary Compensation Table

    | (2) A discretionary bonus of $5,000 was granted to Mr. Kiefer in light of his promotion to permanent CFO on October 31, 2023. |

  49. Summary Compensation Table

    | (3) Amounts for 2021, 2022, and 2023 reflect the grant date fair value of LTI Restricted Units and LTI Performance Units (and for 2022, Aspirational Awards) granted in 2021, 2022 and 2023, respectively, computed in accordance with FASB ASC Topic 718 and disregarding any potential forfeitures. The grant date fair value for the LTI Performance Units granted in 2023 is based upon the “probable outcome” of vesting for accounting purposes. See Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these equity awards. If the maximum level of performance for the annual LTI Performance Units granted in 2023 was achieved, then the value of such award granted to Messrs. Carter, Kiefer and Putman and Ms. Clark and Ms. Smajstrla would be $3,533,852, $499,984, $1,784,980, $1,259,973, and $361,091, respectively. |

  50. Summary Compensation Table

    | (4) Amounts reflect STI Bonus awards earned by each NEO in 2021, 2022 and 2023 pursuant to the Partnership’s achievement of objective performance metrics. |

  51. Summary Compensation Table

    | (5) Amounts reported in the “All Other Compensation” column include matching contributions made by the Company into each NEO’s 401(k) Plan account. The amounts reported in this column for Mr. Wood includes (a) $3,333 in such matching contributions, (b) $864,658 in severance payments, and (c) $9,417 in COBRA reimbursements, the latter two of which were payable to him upon his separation from service in 2023. |

  52. Grants of Plan-Based Awards for the 2023 Fiscal Year

    Grants of Plan-Based Awards for the 2023 Fiscal Year The following table includes information about awards granted to our NEOs during 2023, including 2023 STI Bonus awards, LTI Performance Unit awards, and LTI Restricted Unit awards.

  53. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas L. Carter, Jr. | 2/1/2023 | 272,990 | 545,979 | 1,091,958 | | | | | | | | 2/1/2023 | | | | 55,147 | 110,295 | 220,590 | | 1,766,926 | | | 2/1/2023 | | | | | | | 110,295 | 1,766,926 | | Evan M. Kiefer | 2/1/2023 | 125,000 | 250,000 | 500,000 | | | | | | | | 2/1/2023 | | | | 7,802 | 15,605 | 31,210 | | 249,992 | | | 2/1/2023 | | | | | | | 15.605 | 249,992 | | L. Steve Putman | 2/1/2023 | 157,500 | 315,000 | 630,000 | | | | | | | | 2/1/2023 | | | | 27,855 | 55,711 | 111,422 | | 892,490 | | | 2/1/2023 | | | | | | | 55,711 | 892,490 | | Carrie P. Clark | 2/1/2023 | 157,500 | 315,000 | 630,000 | | | | | | | | 2/1/2023 | | | | 19,662 | 39,325 | 78,650 | | 629,987 | | | 2/1/2023 | | | | | | | 39,325 | 629,987 | | Dawn K. Smajstrla | 2/1/2023 | 90,279 | 180,557 | 361,114 | | | | | | | | 2/1/2023 | | | | 5,635 | 11,270 | 22,540 | | 180,545 | | | 2/1/2023 | | | | | | | 11,270 | 180,545 | | Jeffrey P. Wood | — | — | — | — | — | — | — | — | — |

  54. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (1) Amounts in these columns represent the threshold, target, and maximum possible payouts for STI Bonus awards. The actual value of bonuses paid to our NEOs for 2023 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  55. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (2) Amounts in these columns represent (a) the number of annual LTI Performance Units granted on February 1, 2023, that would vest upon the achievement of a threshold, target, or maximum level of performance. The actual number of LTI Performance Units granted on February 1, 2023 that will vest will not be determinable until the close of the three-year performance period ending on December 31, 2025 and will depend on per unit production levels and reserve amounts over that period. |

  56. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (3) This column includes the number of LTI Restricted Units granted to our NEOs during 2023. See “Compensation Discussion and Analysis—Elements of the Executive Compensation Program—Long-Term Incentives—LTI Restricted Units” for more information regarding these LTI Restricted Units. |

  57. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | (4) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718, and for the LTI Performance Units, is based upon probable outcome. Please see Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2023, for additional detail regarding assumptions underlying the value of these equity awards. |

  58. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding unvested common units held by our NEOs as of December 31, 2023.

  59. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Unit Awards | | | | | Name | Number of Units that Have Not Vested (#)(1) | Market Value of Units that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market Value of Unearned Units that Have Not Vested ($)(2) | | Thomas L. Carter, Jr. | | | | | | 2022 LTI Performance Units | | | 280,698(6) | 4,479,940 | | 2023 LTI Performance Units | | | 220,590(7) | 3,520,616 | | 2022 Aspirational Awards | | | 43,290(8) | 690,908 | | 2021 LTI Restricted Units | 61,037(3) | 974,151 | | | | 2022 LTI Restricted Units | 93,566(4) | 1,493,313 | | | | 2023 LTI Restricted Units | 110,295(5) | 1,760,308 | | | | Evan M. Kiefer | | | | | | 2022 LTI Performance Units | | | 7,004(6) | 111,784 | | 2023 LTI Performance Units | | | 31,210(7) | 498,112 | | 2022 Aspirational Awards | | | 86,580(8) | 1,381,817 | | 2021 LTI Restricted Units | 1,451(3) | 23,158 | | | | 2022 LTI Restricted Units | 2,335(4) | 37,267 | | | | 2023 LTI Restricted Units | 15,605(5) | 249,056 | | | | L. Steve Putman | | | | | | 2022 LTI Performance Units | | | 141,784(6) | 2,262,873 | | 2023 LTI Performance Units | | | 111,422(7) | 1,778,295 | | 2022 Aspirational Awards | | | 129,870(8) | 2,072,725 | | 2021 LTI Restricted Units | 22,445(3) | 358,222 | | | | 2022 LTI Restricted Units | 47,262(4) | 754,302 | | | | 2023 LTI Restricted Units | 55,711(5) | 889,148 | | | | Carrie P. Clark | | | | | | 2022 LTI Performance Units | | | 70,058(6) | 1,118,126 | | 2023 LTI Performance Units | | | 78,650(7) | 1,255,254 | | 2022 Aspirational Awards | | | 129,870(8) | 2,072,725 | | 2021 LTI Restricted Units | 5,419(3) | 86,487 | | | | 2022 LTI Restricted Units | 23,353(4) | 372,714 | | | | 2023 LTI Restricted Units | 39,325(5) | 627,627 | | | | Dawn K. Smajstrla | | | | | | 2022 LTI Performance Units | | | 28,682(6) | 457,765 | | 2023 LTI Performance Units | | | 22,540(7) | 359,738 | | 2022 Aspirational Awards | | | 86,580(8) | 1,381,817 | | 2021 LTI Restricted Units | 4,950(3) | 79,002 | | | | 2022 LTI Restricted Units | 9,561(4) | 152,594 | | | | 2023 LTI Restricted Units | 11,270(5) | 179,869 | | | | Jeffrey P. Wood | | | | | | 2022 Aspirational Awards | | | 45,988(8) | 733,968 |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The equity awards disclosed in this Outstanding Equity Awards at 2023 Fiscal Year-End table are denominated in common units. |

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Reflects the market value of our common units underlying each NEO’s equity awards, computed based on the closing price of our common units on December 29, 2023, which was $15.96 per common unit. |

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Each NEO’s outstanding 2021 LTI Restricted Units vested on January 7, 2024. |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) One half of each NEO’s outstanding 2022 LTI Restricted Units vested on January 7, 2024, and the remainder of each NEO’s outstanding 2022 LTI Restricted Units will vest on January 7, 2025, so long as the NEO remains employed by the General Partner or one of its affiliates on such dates or incurs a qualifying termination pursuant to the award agreement. |

  64. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) One third of each NEO’s outstanding 2023 LTI Restricted Units vested on January 7, 2024, and the remainder of each NEO’s outstanding 2023 LTI Restricted Units will vest ratably on each of January 7, 2025 and January 7, 2026, so long as the NEO remains employed by the General Partner or one of its affiliates on such date or incurs a qualifying termination pursuant to the award agreement. |

  65. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Each NEO’s outstanding 2022 LTI Performance Units will become earned over the three-year performance period ending December 31, 2024 depending on the level of achievement of the applicable performance conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date or incurs a qualifying termination pursuant to the award agreement. In accordance with SEC rules, the number of units reported in this column assumes that our production and reserve percentages for the performance period are achieved at the maximum level, which may not be representative of the actual payouts that will occur upon the settlement of these 2022 LTI Performance Units, as such actual payouts may be significantly less. |

  66. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Each NEO’s outstanding 2023 LTI Performance Units will become earned over the three-year performance period ending December 31, 2025 depending on the level of achievement of the applicable performance conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date or incurs a qualifying termination pursuant to the award agreement. In accordance with SEC rules, the number of units reported in this column assumes that our production and reserve percentages for the performance period are achieved at the maximum level, which may not be representative of the actual payouts that will occur upon the settlement of these 2023 LTI Performance Units, as such actual payouts may be significantly less. |

  67. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Aspirational Awards were granted in 2022 to the NEOs, along with all other employees, to motivate achievement of aspirational production goals and maximization of per-unit distributable cash flow. Any potential future payouts under these awards, which consist of 100% at-risk LTI Performance Units, are fully contingent upon achieving both a production target, well in excess of our projections, and a Net Debt to EBITDA target for the four-year period ending December 31, 2025. Additionally, the NEO must remain continuously employed by the General Partner or one of its affiliates through such date or incur a qualifying termination pursuant to the award agreement in order to receive a payout. If the threshold performance goal for either metric is not achieved, no LTI Performance Units will be earned; if the units are earned, they will be settled in equity for the NEOs. Although this column reflects the Aspirational Awards granted to our NEOs, note that the majority of the total award value for the LTI Performance Units was granted to non-NEO employees. In accordance with SEC rules, despite the fact that achievement of the applicable performance goals was not probable as of December 31, 2023, the number of units reported in this column assumes that the applicable production and EBITDAX goals are achieved, which may not occur. If the applicable performance conditions are not met, grantees will not earn any of the Aspirational Awards granted in 2022. |

  68. Option Exercises and Units Vested in the 2023 Fiscal Year

    Option Exercises and Units Vested in the 2023 Fiscal Year The following table provides information, on an aggregate basis, about the NEOs’ awards that vested during the fiscal year ended December 31, 2023. None of our NEOs hold any stock option awards.

  69. Option Exercises and Units Vested in the 2023 Fiscal Year

    | | Units Awards | | | Name | Number of Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Thomas L. Carter, Jr | 389,454 | 6,135,692 | | Evan M. Kiefer | 9,412 | 148,242 | | L. Steve Putman | 155,538 | 2,447,157 | | Carrie P. Clark | 36,756 | 578,250 | | Dawn K. Smajstrla | 34,853 | 548,253 | | Jeffrey P. Wood | 332,808 | 5,019,527 |

  70. Option Exercises and Units Vested in the 2023 Fiscal Year

    | (1) This column reflects the number of LTI Restricted Units and 2021 LTI Performance Units held by each NEO that vested during 2023. It also includes accrued distribution-equivalent rights earned with respect to the 2020 LTI Performance Units that were settled in 2023. Because the distribution-equivalent rights accrued as a cash amount on our 2020 LTI Performance Units, the number of common units that relate to the DERs could not be determined until performance was certified with respect to the 2020 LTI Performance Units. Such performance certification took place in February 2023. As such, we have disclosed the distribution-equivalent rights earned with respect to the 2020 LTI Performance Units. |

  71. Option Exercises and Units Vested in the 2023 Fiscal Year

    | (2) The amounts reported in this column equal the number of common units vested multiplied by the closing price of our common units on the applicable vesting date, or, if the vesting date was not a trading day, the last trading day immediately prior to such date. |

  72. 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.

  73. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Each of our NEOs may be entitled to certain severance and other benefits upon a termination of employment under the terms of their respective award agreements and severance agreements, as described in further detail below. The description of the relevant terms of such award agreements and severance agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed.

  74. Severance Agreements

    Severance Agreements Messrs. Carter and Putman entered into severance agreements with an affiliate of the General Partner in connection with the IPO, and Messrs. Kiefer and Wood and Ms. Clark each entered into similar severance agreements in connection with their respective commencement of employment or promotion, that, among other things, provides for the payment of cash severance payments and benefits in the event the NEO’s employment is terminated under certain circumstances. Ms. Smajstrla is not party to a severance agreement. Each applicable NEO’s severance agreement provides that if the NEO experiences a “qualifying termination,” then so long as the NEO executes (and does not revoke within any time provided to do so) a release in a form satisfactory to us within the applicable time period specified in the severance agreement, the NEO will receive the following severance payments and benefits: (a) a lump sum cash severance payment equal to the sum of: (i) an amount equal to the Severance Multiple provided below multiplied by the sum of the NEO’s annualized base salary and target annual bonus as in effect on the Determination Date provided below (or, if such termination occurs within 24 months following a “change in control,” an amount equal to the CIC Severance Multiple provided below) multiplied by the sum of the NEO’s annualized base salary and target annual bonus as in effect on the Determination Date ; (ii) a pro rata portion of the NEO’s target bonus for the calendar year that includes the Determination Date ; and (iii) any earned but unpaid bonus for the calendar year preceding the calendar year that includes the date of such termination; and (b) monthly cash reimbursement for the amount the NEO pays for continuation coverage under our affiliates’ group health plans for up to 12 months following such termination (or, if such termination occurs within 24 months following a change in control, for up to 24 months following such termination).

  75. Severance Agreements

    | NEO | Determination Date | Severance Multiple | CIC Severance Multiple | | Thomas L. Carter, Jr | Date of Termination | 2.0 | 3.0 | | Evan M. Kiefer | October 1, 2023 | 1.0 | 2.0 | | L. Steve Putman | Date of Termination | 1.0 | 2.0 | | Carrie P. Clark | Date of Termination | 1.0 | 2.0 | | Dawn K. Smajstrla | Date of Termination | 1.0 | 2.0 |

  76. Severance Agreements

    Under each severance agreement:

  77. Severance Agreements

    | • | “cause” generally means a determination by two-thirds of the Board that the applicable NEO has: (a) willfully and continually failed to substantially perform the officer’s duties; (b) willfully engaged in conduct that is demonstrably and materially injurious to us or any of our affiliates; (c) been convicted of, or has plead guilty or nolo contendere to, a misdemeanor involving moral turpitude or a felony; (d) committed an act of fraud, or material embezzlement or material theft; or (e) materially breached any of the officer’s obligations under the severance agreement or any other written agreement entered into between the officer and us or any of our affiliates; |

  78. Severance Agreements

    | • | “good reason” generally means the occurrence of any of the following events without the applicable NEO’s written consent: (a) a reduction in the officer’s total compensation other than a general reduction in compensation that affects all similarly situated employees in substantially the same proportions; (b) a relocation of the officer’s principal place of employment by more than 50 miles; (c) a material breach by us or any of our affiliates of the severance agreement or any other written agreement with the officer; (d) a material, adverse change in the officer’s title, authority, duties or responsibilities; (e) a material adverse change in the reporting structure applicable to the officer; (f) following a change in control, the failure to continue (or the taking of any action that adversely affects the officer’s participation in) any benefit plan or compensation arrangement in which the officer was participating immediately prior to such change in control; or (g) in the case of Mr. Carter, the General Partner’s failure to nominate Mr. Carter for election to the Board and to use its best efforts to have Mr. Carter elected and re-elected, as applicable; |

  79. Severance Agreements

    | • | “change in control” generally means (a) the acquisition of beneficial ownership of more than 50% of our common units and subordinated units; (b) the complete liquidation of the partnership; (c) the sale of all or substantially all of our assets to any person other than one of our affiliates; (d) the occurrence of a transaction resulting in the General Partner or one of its affiliates ceasing to be our sole general partner; (e) the failure of the individuals who constitute the “incumbent board” of the General Partner to constitute at least a majority of the Board; or (f) the occurrence of a transaction resulting in us ceasing to own, directly or indirectly, 100% of the outstanding equity interests of the General Partner; and |

  80. Severance Agreements

    | • | “qualifying termination” generally means a termination without “cause” (other than a termination due to death or disability) or the NEO’s resignation for “good reason.” |

  81. Severance Agreements

    The severance agreements also contain certain restrictive covenants pursuant to which our NEOs recognize an obligation to comply with, among other things, certain confidentiality covenants and covenants not to compete in a defined market area with us or any of affiliates or solicit any of our affiliates’ employees, in each case, during the term of the agreement and for a period of one year (or, the case of Mr. Carter, two years) thereafter.

  82. Smajstrla STI Bonus Award Letter

    Smajstrla STI Bonus Award Letter Ms. Smajstrla’s 2023 STI Bonus award letter provides that upon her termination of employment prior to December 31, 2023 without “cause,” due to her death or “disability,” or due to “good reason,” then so long as she executes (and does not revoke within any time provided to do so) a release in a form satisfactory to us within the applicable time period specified in the STI Bonus award letter she her estate, as applicable) shall receive a pro rata STI Bonus for the year of termination assuming achievement of target performance. Ms. Smajstrla’s STI Bonus award letter specifies that she must only remain employed through December 31, 2023, to receive her STI Bonus for the 2023 fiscal year. Therefore, upon her termination for any reason upon December 31, 2023, she shall be eligible to receive an STI Bonus based on actual performance. Because Ms. Smajstrla is not party to a severance agreement, she is not entitled to any other cash severance payments or benefits. Under Ms. Smajstrla’s STI Bonus award letter:

  83. Smajstrla STI Bonus Award Letter

    | • | “cause” generally has the same meaning given to such term in the severance agreements, as described above; |

  84. Smajstrla STI Bonus Award Letter

    | • | “disability” generally means Ms. Smajstrla’s incapacity, due to accident, sickness or another circumstance that renders her unable to perform the essential functions of her job, after accounting for reasonable accommodation, for a period of at least 90 consecutive days or 120 days in any 12-month period, whether or not consecutive; and |

  85. Smajstrla STI Bonus Award Letter

    | • | “good reason” generally means the occurrence of any of the following events without Ms. Smajstrla’s written consent: (a) a reduction in her total compensation other than a general reduction in compensation that affects all similarly situated employees in substantially the same proportions; (b) a relocation of her principal place of employment by more than 50 miles; (c) a material breach by us or any of our affiliates of the STI Bonus award letter; (d) a material, adverse change in her title, authority, duties or responsibilities; (e) a material adverse change in the reporting structure applicable to Ms. Smajstrla; or (f) following a change in control, the failure to continue (or the taking of any action that adversely affects her participation in) any benefit plan or compensation arrangement in which she was participating immediately prior to such change in control. |

  86. LTI Award Agreements

    LTI Award Agreements Under each NEO’s LTI Performance Unit award agreements, if the NEO experiences a “qualifying termination” that is not within 24 months following a “change of control,” subject to the NEO’s execution and non-revocation of a release, the performance period shall be deemed to have ended as of the date of such termination and a pro rata portion of the NEO’s performance units will become earned based on actual performance through the date of such termination. If a NEO’s employment is terminated as a result of the NEO’s death or “disability” or if the “qualifying termination” occurs within 24 months following a “change of control,” the NEO’s performance units will become earned based on actual performance through the date of such termination and assuming target performance for the remainder of the performance period. In each case, the NEO will also be entitled to receive additional common units equal to the value of the cumulative amount of cash distributions that would have been paid to the NEO by us in respect of a common unit if the NEO had held a common unit during the period commencing on the date of grant of the performance units and ending on the date of termination of the NEO’s employment. Under each NEO’s LTI Restricted Unit award agreements, if the NEO experiences a “qualifying termination,” subject to the NEO’s execution and non-revocation of a release, a pro rata portion of the NEO’s unvested common units will become vested as of such termination, so long as the NEO has remained continuously employed between the date of grant through the date of such termination of employment; provided that if such termination of employment occurs within 24 months following a “change of control” or such termination occurs as a result of the NEO’s “disability” or death, all of the NEO’s unvested common units will become vested as of such termination. Under each NEO’s Aspirational Award agreement, if the NEO experiences a “qualifying termination” or if the NEO’s employment is terminated as a result of the NEO’s “disability” or death, subject to the NEO’s execution and non-revocation of a release, a pro rata portion of the LTI Performance Units subject to the Aspirational Award shall remain outstanding and eligible to vest if the applicable performance goals are achieved as of the end of the performance period. For purposes of the LTI award agreements for both the performance units and the restricted units described above, “change of control,” “disability” and “qualifying termination” generally have the same meanings provided above under the severance agreements. The table below discloses the amount of compensation and/or other benefits due to the NEOs in the event of their termination of employment, assuming the termination occurred on December 31, 2023.

  87. LTI Award Agreements

    | Name | Termination without Cause or Resignation for Good Reason without a Change in Control ($) | Termination without Cause or Resignation for Good Reason within 24 months following a Change in Control ($) | Death or Disability ($) | | Thomas L. Carter, Jr. | | | | | Cash Severance(1) | 2,547,903 | 3,548,865 | — | | Equity Acceleration(2) | 4,839,902 | 8,777,106 | 8,777,106 | | DER True Up Payment Value(3) | 435,489 | 736,836 | 736,836 | | Continued Medical Coverage(4) | 20,044 | 40,088 | — | | TOTAL | 7,843,338 | 13,102,895 | 9,513,942 | | Evan M. Kiefer | | | | | Cash Severance(1) | 750,000 | 1,250,000 | — | | Equity Acceleration(2) | 912,194 | 1,288,722 | 1,288,722 | | DER True Up Payment Value(3) | 19,280 | 43,092 | 43,092 | | Continued Medical Coverage(4) | 23,206 | 46,412 | — | | TOTAL | 1,704,679 | 2,628,226 | 1,331,814 | | L. Steve Putman | | | | | Cash Severance(1) | 945,000 | 1,575,000 | — | | Equity Acceleration(2) | 3,144,886 | 5,130,948 | 5,130,948 | | DER True Up Payment Value(3) | 219,978 | 372,187 | 372,187 | | Continued Medical Coverage(4) | 33,660 | 67,320 | — | | TOTAL | 4,343,524 | 7,145,456 | 5,503,136 | | Carrie P. Clark | | | | | Cash Severance(1) | 945,000 | 1,575,000 | — | | Equity Acceleration(2) | 2,093,968 | 3,329,336 | 3,329,336 | | DER True Up Payment Value(3) | 116,415 | 206,591 | 206,591 | | Continued Medical Coverage(4) | 33,660 | 67,320 | — | | TOTAL | 3,189,043 | 5,178,247 | 3,535,927 | | Dawn K. Smajstrla | | | | | Cash Severance(1) | 180,557 | 180,557 | 180,557 | | Equity Acceleration(2) | 1,106,826 | 1,508,715 | 1,508,715 | | DER True Up Payment Value(3) | 44,501 | 75,299 | 75,299 | | TOTAL | 1,331,884 | 1,764,571 | 1,764,571 |

  88. LTI Award Agreements

    | (1) For Messrs. Carter, Kiefer and Putman and Ms. Clark, the amounts reported in this row are equal to the product of (i) the applicable multiplier and (ii) the sum of the NEO’s base salary as of the determination date |

  89. LTI Award Agreements

    | and target STI Bonus as of the determination date, together with a pro rata target STI Bonus for the year of the termination and paid in a lump sum, as described in the narrative above. For Ms. Smajstrla, the amounts reported in this row are equal to her pro rata target STI Bonus for the year of the termination, paid in a lump sum, as described in the narrative above. Assuming a December 31, 2023 termination of employment, the pro rata target STI Bonus is equal to the full target STI Bonus for 2023. |

  90. LTI Award Agreements

    | (2) The amounts reported in this row were calculated by multiplying the number of LTI Performance Units, LTI Restricted Units, and Aspirational Awards that would accelerate under the applicable termination scenario by $15.96, the closing price of our common units on December 29, 2023. For purposes of this table, actual performance as of December 29, 2023 was used in the applicable formulas as described above under “—LTI Award Agreements” to calculate the value of the 2022 and 2023 LTI Performance Units that would accelerate and become vested upon certain terminations of employment. Any actual payout received will be determined by the Compensation Committee at the time the NEO actually terminates in accordance with the terms of the applicable agreement. Further, for purposes of this table, the value of a pro rata number of LTI Performance Units subject to the Aspirational Awards has been included, but such pro-rated LTI Performance Units would not become vested upon an NEO’s termination of employment and would instead remain outstanding and become vested if the applicable performance goals are met as of the end of the performance period. In addition to the amounts disclosed above, upon a termination of employment on December 31, 2023, the NEOs would have been entitled to receive the 2021 LTI Performance Units that vested on such date (including any accrued distribution-equivalent rights earned with respect to such 2021 LTI Performance Units as of such date) but were not settled until February 20, 2024, the number and value of which is included in the “Option Exercises and Units Vested in the 2023 Fiscal Year” table above. |

  91. LTI Award Agreements

    | (3) The amounts reported in this row are calculated based on the distributions paid to our unitholders with respect to each outstanding common unit during the applicable performance period multiplied by the number of LTI Performance Units which would accelerate upon the applicable termination scenario. For the avoidance of doubt, no such distributions would be made with respect to the Aspirational Awards. |

  92. LTI Award Agreements

    | (4) The continued medical coverage amount is based on 2023 premiums and each NEO’s elected coverage for medical, dental, and vision insurance, which is assumed for purposes of this table to remain the same for 12 months and 24 months, as applicable. |

  93. Wood Separation Agreement

    Wood Separation Agreement Mr. Wood ceased service as our President, Chief Financial Officer, and Treasurer as of February 28, 2023. On March 2, 2023, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Wood Separation Agreement”) with Mr. Wood, substantially consistent with his then-existing severance agreement. Pursuant to the Wood Separation Agreement, Mr. Wood received the following consideration in accordance with the terms of his severance agreement with the Employer and the applicable equity award agreements with the General Partner, contingent upon his continued compliance with the terms and conditions of his separation agreement:

  94. Wood Separation Agreement

    | • | Accelerated vesting of 8,363 LTI Restricted Units, which represents a pro-rated portion of Mr. Wood’s then-outstanding LTI Restricted Units; |

  95. Wood Separation Agreement

    | • | Accelerated vesting of 166,827 LTI Performance Units, which represents a pro-rated portion of Mr. Wood’s then-outstanding LTI Performance Units based on actual performance as of February 28, 2023; |

  96. Wood Separation Agreement

    | the number of LTI Performance Units that accelerated in connection with Mr. Wood’s termination of employment; and |

  97. Wood Separation Agreement

    | • | Satisfaction of the service requirement with respect to 45,988 LTI Performance Units subject to the Aspirational Award granted to Mr. Wood in 2022. |

  98. Wood Separation Agreement

    | Type of Benefits | Severance Payments ($) | | Cash Severance | 864,658 | | Equity Acceleration(1) | 3,035,790 | | DER True Up Payment Value(2) | 437,722 | | Continued Medical Coverage(3) | 9,417 | | TOTAL | 4,347,587 |

  99. Wood Separation Agreement

    | (1) The amount reported in this row is calculated by multiplying the number of LTI Performance Units and LTI Restricted Units that accelerated and became vested and the number of Aspirational Performance Awards for which the service requirement was met, in each case, in connection with Mr. Wood’s termination of employment, by $14.83, the closing price of our common units on March 9, 2023 (the date on which Mr. Wood’s release revocation period ended and treatment of such equity awards was triggered pursuant to the Wood Separation Agreement). For purposes of this table, it is assumed that the performance goal applicable to the Aspirational Awards granted to Mr. Wood in 2022 for which the service requirement was deemed satisfied will be met and such award will become vested at the end of the performance period. Any actual payout with respect to such award will be determined by the Compensation Committee at the end of the applicable performance period and may vary significantly from the amount reported herein. |

  100. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Officers or employees of the General Partner or any of its affiliates who also serve as directors of the General Partner will not receive additional compensation for such service. Each director of the General Partner who is not an officer or employee of the General Partner or any of its affiliates receives the following cash compensation:

  101. DIRECTOR COMPENSATION

    | • | an annual base retainer fee of $75,000 per year; |

  102. DIRECTOR COMPENSATION

    | • | an additional retainer of $25,000 per year if such director serves as the Lead Director; |

  103. DIRECTOR COMPENSATION

    | • | an additional retainer of $20,000 per year if such director serves as the chair of the Audit Committee; |

  104. DIRECTOR COMPENSATION

    | • | an additional retainer of $15,000 per year if such director serves as the chair of the Compensation Committee; and |

  105. DIRECTOR COMPENSATION

    | • | an additional retainer of $10,000 per year if such director serves as the chair of any other committee, including the Nominating and Governance Committee. |

  106. DIRECTOR COMPENSATION

    In addition to cash compensation, our non-employee directors receive annual equity-based compensation under the LTIP consisting of fully vested common units with an aggregate grant date value equal to approximately $200,000. Annual equity-based compensation is paid to our non-employee directors in a lump sum in arrears and is proportionately adjusted for partial years of service. Annual equity-based compensation awards are subject to the terms and conditions of the LTIP and the award agreements pursuant to which such awards are granted. In the year in which a new non-employee director is elected to the Board of the General Partner for the first time, such director receives a one-time initial award under the LTIP with a grant date value approximately equal to $100,000, subject to the terms and conditions of the LTIP and the award agreement pursuant to which such award is granted. Mr. Whitehead began service as a director of the General Partner on August 11, 2023 and received such a grant. All retainers are paid in cash on a quarterly basis in arrears, subject to a non-employee director’s election to instead receive such retainers in the form of fully vested common units and are proportionately adjusted for partial years of service. Our non-employee directors do not receive any meeting fees, but each director is reimbursed for (i) travel and miscellaneous expenses to attend meetings and activities of the Board or its committees and (ii) travel and miscellaneous expenses related to participation in general education and orientation programs for directors.

  107. Director Compensation Table

    Director Compensation Table The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

  108. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Unit Awards ($)(2) | Total ($) | | Carin M. Barth | $120,000 | $196,988 | $316,988 | | D. Mark DeWalch | $75,000 | $196,988 | $271,988 | | Jerry V. Kyle, Jr | $75,000 | $196,988 | $271,988 | | Michael C. Linn | $75,000 | $196,988 | $271,988 | | John H. Longmaid | $75,000 | $196,988 | $271,988 | | William N. Mathis | $85,000 | $196,988 | $281,988 | | William E. Randall | $75,000 | $196,988 | $271,988 | | Alexander D. Stuart | $90,000 | $196,988 | $286,988 | | Allison K. Thacker(3) | $34,409 | $288,838 | $323,248 | | James Whitehead | $32,609 | $99,751 | $132,360 |

  109. Director Compensation Table

    | (1) Includes annual cash retainer fee and committee chair fees for each non-employee director during fiscal 2023, as more fully explained above. Messrs. Kyle, Mathis, Randall and Stuart elected to receive all of their retainer and meeting fees in fully vested common units in lieu of cash. |

  110. Director Compensation Table

    | (2) The amounts reflected in this column represent the grant date fair value of fully vested common units granted to the non-employee directors of the General Partner in January 2023 for service completed in 2022 (or, in the case of Mr. Whitehead, a one-time initial award granted in August 2023 in connection with his commencement of service), computed in accordance with FASB ASC Topic 718. The number of common units granted to each non-employee director with respect to their January 2023 (or August 2023 for Mr. Whitehead) equity compensation award was determined by dividing $200,000 (or $100,000 for Mr. Whitehead) by the closing price of our common units on the date immediately preceding the date these awards were approved. See Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2023, for additional detail regarding assumptions underlying the value of these equity awards. None of the non-employee directors held unvested common units as of December 31, 2023. |

  111. Director Compensation Table

    | (3) Ms. Thacker’s service on the Board ended in July 2023. At that time, she was paid for her Board service in 2023 in the form of a pro rata equity grant. |

  112. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (other than the Chief Executive Officer) and the annual total compensation of Thomas L. Carter, Jr., our Chief Executive Officer (our “CEO”). For the 2023 fiscal year, our last completed fiscal year:

  113. CEO PAY RATIO

    | • | The annual total compensation of the median employee of all employees of our company (other than the CEO) was $127,069; and |

  114. CEO PAY RATIO

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,551,321. |

  115. CEO PAY RATIO

    | • | Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than the CEO) was reasonably estimated to be 35.8 to 1. |

  116. CEO PAY RATIO

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  117. CEO PAY RATIO

    | • | We determined that, as of December 31, 2023, our employee population consisted of approximately 108 individuals with all these individuals located in the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024 (our “Annual Report”)). This population consisted of our full-time employees, as we do not have part-time, temporary, or seasonal workers, but this population excluded employees on leave as of the date of determination. While we retained independent contractors during the 2023 fiscal year, it was determined that these individuals were not employees for purposes of Item 402(u) of Regulation S-K because these individuals are not considered employees for U.S. federal income tax purposes. |

  118. CEO PAY RATIO

    | • | We selected December 31, 2023, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner and allowed for the most complete picture of employee compensation in 2023. |

  119. CEO PAY RATIO

    | • | We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages and cash bonuses reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. Equity awards were excluded from the methodology because they are not provided to our entire employee population. |

  120. CEO PAY RATIO

    | • | We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all our employees, including our CEO, are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. |

  121. CEO PAY RATIO

    | • | After we identified our median employee, we combined all the elements of such employee’s compensation for the 2023 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $127,069. The difference between such employee’s salary, wages, overtime pay and cash bonuses and the employee’s annual total compensation represents the contributions in the amount of $5,255 that we made on the employee’s behalf to our 401(k) plan for the 2023 fiscal year. |

  122. CEO PAY RATIO

    With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

  123. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the three years in the period ended December 31, 2023. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officer (“PEO”) and the average “actual” compensation paid to our other NEOs. The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021, and 2020:

  124. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Distributable Cash Flow (in thousands)(3) | | | | | | | TSR(3) | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,551,321 | $4,847,159 | $1,432,098 | $892,141 | $174 | $160 | $422,549 | $451,210 | | 2022 | $4,854,098 | $11,023,787 | $2,243,395 | $4,299,524 | $169 | $155 | $476,480 | $441,062 | | 2021 | $4,853,340 | $8,155,718 | $1,773,850 | $2,652,296 | $95 | $107 | $181,987 | $267,401 | | 2020 | $2,808,371 | $284,773 | $1,503,794 | $226,239 | $57 | $64 | $121,819 | $255,395 |

  125. PAY VERSUS PERFORMANCE

    | (1) The PEO reflected in columns (b) and (c) represents Thomas L. Carter, Jr. The non-PEO NEOs reflected in columns (d) and (e) for each of 2020, 2021, 2022 and 2023 are as follows: |

  126. PAY VERSUS PERFORMANCE

    2023: Jeffrey P. Wood, L. Steve Putman, Carrie P. Clark, Dawn K. Smajstrla and Evan M. Kiefer 2022: Jeffrey P. Wood, L. Steve Putman, Carrie P. Clark and Dawn K. Smajstrla 2021: Jeffrey P. Wood, L. Steve Putman, Carrie P. Clark and Dawn K. Smajstrla 2020: Jeffrey P. Wood, L. Steve Putman, Dawn K. Smajstrla, Holbrook F. Dorn and Brock Morris

  127. PAY VERSUS PERFORMANCE

    | (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in each respective year. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. Note that, due to rounding, the sum of the adjustments and the compensation actually paid totals may not precisely equal the amounts disclosed in the table. |

  128. PAY VERSUS PERFORMANCE

    | | 2023 | | PEO SUMMARY COMPENSATION TABLE TOTALS | $4,551,321 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,533,852) | | Fair value at year end of equity awards granted during the year | 3,541,816 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (250,992) | | Change in fair value of equity awards granted in prior years that vested during the year | (363,523) | | Equity awards granted in prior years that were forfeited during the year | — | | Dividends or other earnings paid on equity awards during the year | 902,389 | | Total Equity Award Related Adjustments | 295,838 | | COMPENSATION ACTUALLY PAID TOTALS | $4,847,159 |

  129. PAY VERSUS PERFORMANCE

    | | 2023 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $1,432,098 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (781,206) | | Fair value at year end of equity awards granted during the year | 782,966 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (40,707) | | Change in fair value of equity awards granted in prior years that vested during the year | (111,181) | | Equity awards granted in prior years that were forfeited during the year | (696,296) | | Dividends or other earnings paid on equity awards during the year | 306,466 | | Total Equity Award Related Adjustments | (539,958) | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $892,141 |

  130. PAY VERSUS PERFORMANCE

    | (3) Please see disclosure under “Narrative Disclosure to Pay vs. Performance Table” below for a description of how TSR and Peer Group TSR are calculated and for how distributable cash flow is derived from our audited financial statements. |

  131. Disclosure of Most Important Performance Measures for 2023 Fiscal Year

    Disclosure of Most Important Performance Measures for 2023 Fiscal Year The following is an unranked list of the most important financial performance measures that we used to determine CAP for fiscal year 2023. For more detail regarding these financial performance measures, please see below, as well as “Compensation Discussion and Analysis” beginning on page 20.

  132. Disclosure of Most Important Performance Measures for 2023 Fiscal Year

    | Most Important Performance Measures | | Distributable Cash Flow | | Adjusted EBITDA | | Net Debt to Adjusted EBITDA |

  133. Narrative Disclosure to Pay vs. Performance Table

    Narrative Disclosure to Pay vs. Performance Table CAP and Total Unitholder Return The following graph illustrates the relationship between the CAP to our PEO and the average CAP to our non -PEO NEOs and both (i) the Company’s cumulative total return on our common units and (ii) the Company’s cumulative total unitholder return as compared to the cumulative total unitholder return of the S&P Oil & Gas E&P Index. Cumulative total returns presented below assume a $100 investment on December 31, 2019 and the reinvestment of dividends for each year presented below. CAP and Net Income The following graph illustrates the relationship between the CAP to our PEO and the average CAP to our non -PEO NEOs and the net income of the Company for each year presented below. CAP and Distributable Cash Flow The following graph illustrates the relationship between the CAP to our PEO and the average CAP to our non-PEO NEOs and the Company Selected Measure, which for the Company is distributable cash flow, for each year presented below. Distributable cash flow is calculated by reference to Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, and depreciation, depletion, and amortization expense, adjusted for impairment of oil and natural gas properties, accretion of asset retirement obligations, unrealized gains and losses on commodity derivative instruments, non-cash equity-based compensation, and gains or losses on sales of assets, if any. We define distributable cash flow as Adjusted EBITDA plus or minus amounts for certain non-cash operating activities, cash interest expense, distributions to preferred unitholders, and restructuring charges, if any.

  134. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information about our common units that may be issued under equity compensation plans as of December 31, 2023:

  135. EQUITY COMPENSATION PLAN INFORMATION

    | | (a) | (b) | (c) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) | | Equity compensation plans approved by security holders | — | $— | — | | Equity compensation plans not approved by security holders | 2,854,059 | $— | 3,634,790 | | Total | 2,854,059 | $— | 3,634,790 |

  136. EQUITY COMPENSATION PLAN INFORMATION

    | (1) This column reflects the maximum number of common units subject to 2022 and 2023 LTI Performance Units and the Aspirational Awards (which have been included in full assuming all performance targets will be met) granted under the LTIP outstanding and unvested as of December 31, 2023. Because the number of common units to be issued upon settlement of outstanding performance unit awards is subject to performance conditions, the number of common units actually issued may be substantially less than the number reflected in this column. This column also reflects the actual number of common units earned with respect to the 2021 LTI Performance Units that were vested but not yet settled as of December 31, 2023. This column does not include any units related to dividend equivalent rights (“DERs”) tandem to any of these LTI Performance Units because any such DER units were not determinable as of December 31, 2023. No options or warrants have been granted under the LTIP. |

  137. EQUITY COMPENSATION PLAN INFORMATION

    | (2) No options have been granted under the LTIP, and performance unit awards reflected in column (a) are not reflected in this column as they do not have an exercise price. |

  138. EQUITY COMPENSATION PLAN INFORMATION

    | (3) This column reflects the total number of common units remaining available for issuance under the LTIP. |

  139. EQUITY COMPENSATION PLAN INFORMATION

    Our only equity compensation plan is the LTIP. The LTIP was approved by the General Partnership prior to our initial public offering but has not been approved by our public unitholders. Please read Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2023, for a description of our equity compensation plans. In addition, a detailed description of the terms of the LTIP is available in our registration statement on Form S-1, last filed on April 22, 2015, under the heading “Executive Compensation and Other Information—Long Term Incentive Plan.”

  140. OFFICER COMPENSATION

    | What We Do | What We Don’t Do | | ✓ Link annual incentives to the achievement of pre-established performance goals | × Tax gross ups | | ✓ Emphasize long-term performance | × “Single trigger” change-in-control payments | | ✓ Provide at least 50% of our long-term compensation in the form of performance-based incentives | × Excessive perquisites | | ✓ Regularly evaluate the risks of our compensation programs | × Hedging of Partnership units | | ✓ Maintain an independent Compensation Committee | × Guaranteed minimum bonus payments for executive officers | | ✓ Engage an independent compensation consultant | × Automatic increases in executive base salary or lock-step changes in compensation based on peer group levels or metrics | | ✓ Maintain a clawback policy | × Repricing or buyout of underwater options without unitholder approval | | ✓ Emphasize performance-based, at risk compensation | | | ✓ Maintain robust unit ownership and retention guidelines | | | ✓ Hold an annual say-on-pay advisory vote | |