DEF 14A of Black Stone Minerals, L.P., Apr 30, 2025

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

Filed Apr 30, 2025 · FY20240001193125-25-107202

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 2026 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 Ashley J. 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 | Principal Position With The General Partner | | Thomas L. Carter, Jr.* | 73 | Chairman, Chief Executive Officer, and President | | H. Taylor DeWalch | 36 | Senior Vice President, Chief Financial Officer | | L. Steve Putman | 50 | Senior Vice President, General Counsel, and Secretary | | Carrie P. Clark | 48 | Senior Vice President, Chief Commercial Officer | | Fowler T. Carter | 45 | Senior Vice President, Corporate Development | | Chris R. Bonner | 35 | Vice President, Chief Accounting Officer | | Carin M. Barth* | 62 | Director | | D. Mark DeWalch* | 63 | Director | | Jerry V. Kyle, Jr.* | 64 | Director | | Michael C. Linn* | 73 | Director | | Ashley J. Longmaid* | 47 | Director | | William N. Mathis* | 59 | Director | | William E. Randall * | 58 | Director | | Alexander D. Stuart* | 74 | Director | | James W. Whitehead* | 49 | 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. H. Taylor DeWalch has served as Senior Vice President, Chief Financial Officer of the General Partner since May 2024. Mr. DeWalch served as Vice President, Corporate Strategy and Development of the General Partner from February 2024 to May 2024. Mr. DeWalch served as Director, Strategy and Asset Development of the General Partner from February 2023 to February 2024. Prior to joining the General Partner in 2023, Mr. DeWalch served as a Senior Reservoir Engineer for Callon Petroleum, Inc. from 2022 to February 2023, and prior to that he served in multiple roles for Unitex Oil and Gas from 2018 to 2022, including Vice President of Reservoir Engineering, and in various engineering capacities for Anadarko Petroleum from 2012 to 2018. Mr. DeWalch received his Bachelor of Science in Petroleum Engineering from Louisiana State University. 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. 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. Fowler T. Carter has served as Senior Vice President, Corporate Development of the General Partner since February 2025. Mr. Carter served as Vice President, Business Development of the General Partner from March 2024 to February 2025, and before that, he served in various other roles with the Partnership since joining in 2010. Prior to joining the Partnership, Mr. Carter served as an Associate in the Restructuring, Valuation, and Transactional Advisory practices at Opportune Consulting. Mr. Carter received his M.B.A. degree from the University of Saint Thomas and his B.B.A from Saint Edwards University. Mr. Carter currently serves on the Board of Trustees for both The Joy School and Episcopal High School. Chris R. Bonner has served as Vice President, Chief Accounting Officer of the General Partner since February 2025. Mr. Bonner served as Director, Accounting from March 2022 until his appointment to Controller in June 2024; before that, he served as Corporate Accounting Manager of the General Partner since March 2020 and SEC Reporting Manager since October 2018. Before joining the Partnership, he worked in various audit-related capacities, most recently as Audit Manager, at BDO USA, LLP, a public accounting firm, which he joined in 2012. Mr. Bonner graduated from the University of Texas at Austin with a Bachelors in Accounting and a Masters in Professional Accounting. He 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 one 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.

  7. EXECUTIVE OFFICERS AND DIRECTORS

    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. 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, President and Manager of DeWalch Investments, LLC and as President of DeWalch Diversified LP 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), and a member of the board of managers of Cavallo Mineral Partners, 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, as a member of the board of directors and compensation committee of Jagged Peak Energy from 2017 to 2019, and as a senior advisor to Quantum Energy Partners from 2012 until 2025. 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. Ashley J. 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 Brown Foundation Inc. of Houston, and The Texas Medical Center. 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 the Art Institute of Chicago in 2024 and serves on the finance and endowment committees for both institutions. Since 2006, Mr. Stuart has been a director of Northwestern Lake Forest 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 Black Stone Minerals, L.P. Long-Term Incentive Plan (the “Prior LTIP”) 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 2024 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 2024 compensation benchmarking consisted of the following companies:

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

    | Antero Resources | Comstock Resources | Permian Resources | | California Resources | Gulfport Energy | Range Resources | | Callon Petroleum | Kimbell Royalty Partners | SilverBow Resources | | Chord Energy | Magnolia Oil & Gas | Sitio Royalties | | Civitas Resources | Matador Resources | SM Energy | | CNX 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 Prior 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 2024, Mr. DeWalch’s target STI Bonus was increased to 100% upon his appointment as CFO. Otherwise, no changes were made to any of our NEO’s annual STI Bonus target percentages for the 2024 Fiscal Year. Since Ms. Smajstrla and Mr. Kiefer departed before the end of the year, they were not eligible to receive a 2024 STI Bonus, however their STI Bonus targets as of the beginning of 2024 are included below for reference. For more information on severance amounts paid to Mr. Kiefer, please see the section below entitled “Potential Payments Upon Termination or a Change in Control.” The table below provides STI Bonus targets as a percentage of base salary for each of our NEOs for the 2024 Fiscal Year.

  18. Short-Term Incentive Bonuses

    | Name | Target STI Bonus (as a % of Base Salary) | | Thomas L. Carter, Jr. | 120% | | H. Taylor DeWalch | 100% | | L. Steve Putman | 100% | | Carrie P. Clark | 100% | | Dawn K. Smajstrla | 75% | | Evan M. Kiefer | 100% |

  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. 2024 STI Performance Results

    2024 STI Performance Results The STI Bonuses for the 2024 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 2024 Fiscal Year, the adjusted EBITDAX target established at the beginning of the performance period was $376.668 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. 2024 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. 2024 STI Performance Results

    Actual adjusted EBITDAX for the 2024 Fiscal Year was $381.302 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. 2024 STI Performance Results

    | Name | Target Bonus Value | Adjusted EBITDAX Payout Factor (1) | Actual Bonus Earned | | Thomas L. Carter, Jr. | $565,089 | 104.1% | $588,262 | | H. Taylor DeWalch(2) | $251,716 | 104.1% | $262,038 | | L. Steve Putman | $326,025 | 104.1% | $339,394 | | Carrie P. Clark | $326,025 | 104.1% | $339,394 | | Dawn K. Smajstrla | $225,696 | N/A | $N/A | | Evan M. Kiefer | $280,000 | N/A | $N/A |

  24. 2024 STI Performance Results

    | (1) For the purpose of calculating the payout factor, our actual adjusted EBITDAX for the 2024 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 2024 Fiscal Year was the amount approved by the Board of the General Partner in the annual budget for 2024. |

  25. 2024 STI Performance Results

    | (2) Mr. DeWalch’s target bonus value reflects a pro-rated amount based on the amount of time he served as the CFO in 2024. |

  26. 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 Prior 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 2024 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 January 2024, the Compensation Committee approved target annual long-term incentive award increases of 3.5% for each of Messrs. Carter and Putman and Ms. Clark.

  27. LTI Performance Units

    LTI Performance Units One-half of the target value of annual long-term incentive awards granted to our NEOs for the 2024 Fiscal Year consisted of long- term performance-based phantom units (“LTI Performance Units”) granted under the Prior 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:

  28. LTI Performance Units

    | Name | Target Annual LTI Performance Units | | Thomas L. Carter, Jr. | 111,510 | | H. Taylor DeWalch | 5,121 | | L. Steve Putman | 56,325 | | Carrie P. Clark | 39,759 | | Dawn K. Smajstrla | 15,243 | | Evan M. Kiefer | 28,658 |

  29. LTI Performance Units

    The annual grants of LTI Performance Units awarded during the 2024 Fiscal Year are measured based on the average performance percentage attained over the performance period beginning January 1, 2024 and ending December 31, 2026. 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:

  30. 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% |

  31. 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 2024 Fiscal Year, the “reserve performance percentage” was achieved at 91.12% of target and the “production performance percentage” was achieved at 92.17%, resulting in an “average performance percentage” of 91.64% of target; however, the actual performance achieved will not be determined until the completion of the three-year performance period.

  32. LTI Restricted Units

    LTI Restricted Units One-half of the target value of annual long-term incentive awards granted to our NEOs for the 2024 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 January 31, 2024, vest in one-third increments on each of January 7, 2025, January 7, 2026, and January 7, 2027. The LTI Restricted Units granted to each NEO are reflected in the following table:

  33. LTI Restricted Units

    | Name | Target LTI Restricted Units | | Thomas L. Carter, Jr. | 111,510 | | H. Taylor DeWalch | 5,121 | | L. Steve Putman | 56,325 | | Carrie P. Clark | 39,759 | | Dawn K. Smajstrla | 15,243 | | Evan M. Kiefer | 28,658 |

  34. Settlement of 2022 LTI Performance Units

    Settlement of 2022 LTI Performance Units Vesting and payout of the 2022 LTI Performance Units was assessed by the Compensation Committee in February 2025. The following table summarizes the performance as a percentage of target for the 2022 LTI Performance Units based on production and reserve performance over the three-year period ending December 31, 2024.

  35. Settlement of 2022 LTI Performance Units

    | | 2022 | 2023 | 2024 | 3-Yr Avg | | Reserves | 107.42% | 96.69% | 91.12% | 98.41% | | Production | 106.05% | 105.47% | 92.17% | 101.23% | | Average Performance Percentage | | | | 99.82% | | Overall Payout (% of Target) | | | | 99.70% |

  36. Settlement of 2022 LTI Performance Units

    The following table summarizes the payouts for the 2022 LTI Performance Units based on production and reserve performance over the three-year period ending December 31, 2024.

  37. Settlement of 2022 LTI Performance Units

    | Name | Target 2022 LTI Performance Units | Payout as a % of Target | Earned 2022 LTI Performance Units(1) | | Thomas L. Carter, Jr. | 140,349 | 99.70% | 139,927 | | H. Taylor DeWalch | N/A | N/A | N/A | | L. Steve Putman | 70,892 | 99.70% | 70,679 | | Carrie P. Clark | 35,029 | 99.70% | 34,923 | | Dawn K. Smajstrla | N/A | N/A | N/A | | Evan M. Kiefer | N/A | N/A | N/A |

  38. Settlement of 2022 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 2022 LTI Performance Units and paid in 2025. For further information regarding the vesting of such DERs, please see the “Option Exercises and Units Vested in the 2024 Fiscal Year” table, which includes accrued distribution-equivalent rights paid in 2024 with respect to certain of the NEOs’ LTI Performance Units. |

  39. Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity-Based Awards We do not currently grant stock options or stock appreciation rights (“SARs”) as part of our equity compensation programs, and therefore we do not maintain a formal policy regarding the timing of stock option or SAR awards. During 2024, while the Board did not grant any stock options or SARs, it did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.

  40. Post-Employment and Change in Control Benefits

    Post-Employment and Change in Control Benefits Each of the NEOs serving as of December 31, 2024 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. In connection with Mr. Kiefer’s departure on May 28, 2024, the Partnership entered into a Separation Agreement with Mr. Kiefer 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. Kiefer’s departure was a qualifying termination under his existing severance agreement and award agreements, and (b) moreover, the payments recognized Mr. Kiefer’s integral role in the Partnership’s performance during his tenure as Senior Vice President, CFO, and Treasurer. 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.”

  41. Process and Procedures for Determining Executive Compensation

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

  42. Process and Procedures for Determining Executive Compensation

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

  43. 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.

  44. 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. |

  45. 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. |

  46. 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.

  47. 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, 2024, December 31, 2023, and December 31, 2022, as applicable.

  48. Summary Compensation Table

    | Name and Principal Position | Years | Salary ($)(1) | Bonus ($) | Unit Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Thomas L. Carter, Jr. | 2024 | 470,907 | — | 3,657,528 | 588,262 | 17,250 | 4,733,947 | | (Chairman, Chief Executive Officer, and President) | 2023 | 454,983 | — | 3,533,852 | 545,986 | 16,500 | 4,551,321 | | | 2022 | 433,317 | — | 3,365,570 | 1,039,961 | 15,250 | 4,854,098 | | H. Taylor DeWalch | 2024 | 297,500 | — | 167,969 | 262,038 | 14,875 | 742,382 | | (Senior Vice President, Chief Financial Officer) | | | | | | | | | L. Steve Putman | 2024 | 326,025 | — | 1,847,460 | 339,394 | 16,301 | 2,529,180 | | (Senior Vice President, General Counsel, and Secretary) | 2023 | 315,000 | — | 1,784,980 | 315,004 | 15,750 | 2,430,734 | | | 2022 | 300,000 | — | 1,699,990 | 600,000 | 15,000 | 2,614,990 | | Carrie P. Clark | 2024 | 326,025 | — | 1,304,095 | 339,394 | 15,877 | 1,985,391 | | (Senior Vice President, Chief Commercial Officer) | 2023 | 315,000 | — | 1,259,973 | 315,004 | 15,341 | 1,905,318 | | | 2022 | 300,000 | — | 839,996 | 600,000 | 14,610 | 1,754,606 | | Dawn K. Smajstrla | 2024 | 141,591 | — | 499,970 | 0 | 7,079 | 648,640 | | (Former Vice President, Chief Accounting Officer) | 2023 | 300,928 | — | 361,091 | 180,559 | 15,046 | 857,624 | | | 2022 | 286,598 | — | 343,898 | 343,918 | 14,330 | 988,744 | | Evan M. Kiefer | 2024 | 116,667 | — | 939,982 | 0 | 627,247 | 1,683,896 | | (Former Senior Vice President, Chief Financial Officer, and Treasurer) | 2023 | 255,000 | 5,000 | 499,984 | 250,003 | 12,750 | 1,022,737 |

  49. 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. |

  50. Summary Compensation Table

    | (2) Amounts for 2022, 2023, and 2024 reflect the grant date fair value of LTI Restricted Units and LTI Performance Units (and for 2022, Aspirational Awards) granted in 2022, 2023 and 2024, 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 2024 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, 2024 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 2024 was achieved, then the value of such award granted to Messrs. Carter, DeWalch, Putman, and Kiefer, and Ms. Clark and Ms. Smajstrla would be $3,657,528, $167,969, $1,847,460, $939,982, $1,304,095, and $499,970, respectively. |

  51. Summary Compensation Table

    | (3) Amounts reflect STI Bonus awards earned by each NEO in 2022, 2023 and 2024 pursuant to the Partnership’s achievement of objective performance metrics. |

  52. Summary Compensation Table

    | (4) Amounts reported in the “All Other Compensation” column include matching contributions made by the Partnership into each NEO’s 401(k) Plan account. The amounts reported in this column for Mr. Kiefer includes (a) $5,833 in such matching contributions, (b) $601,775 in severance payments, and (c) $19,639 in COBRA reimbursements, the latter two of which were payable to him upon his separation from service in 2024. |

  53. Grants of Plan-Based Awards for the 2024 Fiscal Year

    Grants of Plan-Based Awards for the 2024 Fiscal Year The following table includes information about awards granted to our NEOs during 2024, including 2024 STI Bonus awards, LTI Performance Unit awards, and LTI Restricted Unit awards.

  54. Grants of Plan-Based Awards for the 2024 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. | | 282,544 | 565,089 | 1,130,177 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 55,755 | 111,510 | 223,020 | — | 1,828,764 | | | 1/31/2024 | — | — | — | — | — | — | 111,510 | 1,828,764 | | H. Taylor DeWalch (5) | | 125,858 | 251,716 | 503,432 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 2,560 | 5,121 | 10,242 | — | 83,984 | | | 1/31/2024 | — | — | — | — | — | — | 5,121 | 83,984 | | L. Steve Putman | | 163,013 | 326,025 | 652,050 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 28,162 | 56,325 | 112,650 | — | 923,730 | | | 1/31/2024 | — | — | — | — | — | — | 56,325 | 923,730 | | Carrie P. Clark | | 163,013 | 326,025 | 652,050 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 19,879 | 39,759 | 79,518 | — | 652,048 | | | 1/31/2024 | — | — | — | — | — | — | 39,759 | 652,048 | | Dawn K. Smajstrla | | 112,848 | 225,696 | 451,392 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 7,621 | 15,243 | 30,486 | — | 249,985 | | | 1/31/2024 | — | — | — | — | — | — | 15,243 | 249,985 | | Evan M. Kiefer | | 140,000 | 280,000 | 560,000 | | | | | | | | 1/31/2024 | | | | 14,329 | 28,658 | 57,316 | | 469,991 | | | 1/31/2024 | | | | | | | 28,658 | 469,991 |

  55. Grants of Plan-Based Awards for the 2024 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 2024 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |

  56. Grants of Plan-Based Awards for the 2024 Fiscal Year

    | (2) Amounts in these columns represent (a) the number of annual LTI Performance Units granted on January 31, 2024, that would vest upon the achievement of a threshold, target, or maximum level of performance. The actual number of LTI Performance Units granted on January 31, 2024 that will vest will not be determinable until the close of the three-year performance period ending on December 31, 2026 and will depend on per unit production levels and reserve amounts over that period. |

  57. Grants of Plan-Based Awards for the 2024 Fiscal Year

    | (3) This column includes the number of LTI Restricted Units granted to our NEOs during 2024. 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. |

  58. Grants of Plan-Based Awards for the 2024 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, 2024, for additional detail regarding assumptions underlying the value of these equity awards. |

  59. Grants of Plan-Based Awards for the 2024 Fiscal Year

    | (5) Mr. DeWalch’s target amount for the Estimated Possible Payouts Under Non-Equity Incentive Plan Awards was increased in connection with his promotion. The amount in this row represents the blended threshold, target, and maximum amounts that applied for 2024. |

  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table reflects information regarding outstanding unvested common units held by our NEOs as of December 31, 2024.

  61. Outstanding Equity Awards at 2024 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. | | | | | | 2023 LTI Performance Units | | | 110,295(6) | 1,610,307 | | 2024 LTI Performance Units | | | 111,510(7) | 1,628,046 | | 2022 Aspirational Awards | | | 43,290(8) | 632,034 | | 2022 LTI Restricted Units | 46,783(3) | 683,032 | | | | 2023 LTI Restricted Units | 73,530(4) | 1,073,538 | | | | 2024 LTI Restricted Units | 111,510(5) | 1,628,046 | | | | H. Taylor DeWalch | | | | | | 2023 LTI Performance Units | | | 1,622(6) | 23,681 | | 2024 LTI Performance Units | | | 5,121(7) | 74,767 | | 2022 Aspirational Awards | | | 19,292(8) | 281,663 | | 2023 LTI Restricted Units | 1,082(4) | 15,797 | | | | 2024 LTI Restricted Units | 5,121(5) | 74,767 | | | | L. Steve Putman | | | | | | 2023 LTI Performance Units | | | 55,711(6) | 813,381 | | 2024 LTI Performance Units | | | 56,325(7) | 822,345 | | 2022 Aspirational Awards | | | 129,870(8) | 1,896,102 | | 2022 LTI Restricted Units | 23,631(3) | 345,013 | | | | 2023 LTI Restricted Units | 37,141(4) | 542,259 | | | | 2024 LTI Restricted Units | 56,325(5) | 822,345 | | | | Carrie P. Clark | | | | | | 2023 LTI Performance Units | | | 39,325(6) | 574,145 | | 2024 LTI Performance Units | | | 39,759(7) | 580,481 | | 2022 Aspirational Awards | | | 129,870(8) | 1,896,102 | | 2022 LTI Restricted Units | 11,677(3) | 170,484 | | | | 2023 LTI Restricted Units | 26,217(4) | 382,768 | | | | 2024 LTI Restricted Units | 39,759(5) | 580,481 | | | | Dawn K. Smajstrla | | | | | | | — | — | — | — | | Evan M. Kiefer | | | | | | 2022 Aspirational Awards | | | 50,893(8) | 743,038 |

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The equity awards disclosed in this Outstanding Equity Awards at 2024 Fiscal Year-End table are denominated in common units. |

  63. Outstanding Equity Awards at 2024 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 31, 2024, which was $14.60 per common unit. |

  64. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Each NEO’s outstanding 2022 LTI Restricted Units vested on January 7, 2025. |

  65. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) One half of each NEO’s outstanding 2023 LTI Restricted Units vested on January 7, 2025, and the remainder of each NEO’s outstanding 2025 LTI Restricted Units will vest on January 7, 2026, 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. |

  66. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) One third of each NEO’s outstanding 2024 LTI Restricted Units vested on January 7, 2025, and the remainder of each NEO’s outstanding 2024 LTI Restricted Units will vest ratably on each of January 7, 2026 and January 7, 2027, 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. |

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) 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 target 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. |

  68. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Each NEO’s outstanding 2024 LTI Performance Units will become earned over the three-year performance period ending December 31, 2026 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 target level, which may not be representative of the actual payouts that will occur upon the settlement of these 2024 LTI Performance Units, as such actual payouts may be significantly less. |

  69. Outstanding Equity Awards at 2024 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, 2024, 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. |

  70. Option Exercises and Units Vested in the 2024 Fiscal Year

    Option Exercises and Units Vested in the 2024 Fiscal Year The following table provides information, on an aggregate basis, about the NEOs’ awards that vested during the fiscal year ended December 31, 2024. None of our NEOs hold any stock option awards.

  71. Option Exercises and Units Vested in the 2024 Fiscal Year

    | | Units Awards | | | Name | Number of Units Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Thomas L. Carter, Jr. | 355,297 | 5,418,928 | | H. Taylor DeWalch | 540 | 8,667 | | L. Steve Putman | 161,354 | 2,457,574 | | Carrie P. Clark | 70,948 | 1,081,440 | | Dawn K. Smajstrla | 19,227 | 302,049 | | Evan M. Kiefer | 27,561 | 431,045 |

  72. Option Exercises and Units Vested in the 2024 Fiscal Year

    | (1) This column reflects the number of LTI Restricted Units and 2022 LTI Performance Units held by each NEO that vested during 2024. It also includes accrued distribution-equivalent rights earned with respect to the 2021 LTI Performance Units that were settled in 2024. Because the distribution-equivalent rights accrued as a cash amount on our 2021 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 2021 LTI Performance Units. Such performance certification took place in February 2024. As such, we have disclosed the distribution-equivalent rights earned with respect to the 2021 LTI Performance Units. Because Ms. Smajstrla departed the Partnership prior to the end of the performance period for the 2022 LTI Performance Units, she forfeited that award. For Mr. Kiefer, these amounts also include the pro-rata portions of his 2023 LTI Performance Units and 2024 LTI Performance Units (and associated DERs) that vested upon his separation from service. |

  73. Option Exercises and Units Vested in the 2024 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. |

  74. 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.

  75. 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.

  76. 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. DeWalch and Kiefer 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 was not party to a severance agreement at the time of her separation of employment. 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).

  77. Severance Agreements

    | NEO | Determination Date | Severance Multiple | CIC Severance Multiple | | Thomas L. Carter, Jr. | Date of Termination | 2.0 | 3.0 | | H. Taylor DeWalch | Date of Termination | 1.0 | 2.0 | | L. Steve Putman | Date of Termination | 1.0 | 2.0 | | Carrie P. Clark | Date of Termination | 1.0 | 2.0 |

  78. Severance Agreements

    Under each severance agreement:

  79. 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; |

  80. 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; |

  81. 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 |

  82. 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.” |

  83. 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.

  84. 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, 2024.

  85. 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) | 2,637,081 | 3,673,077 | — | | Equity Acceleration(2) | 3,636,845 | 6,950,987 | 6,950,987 | | DER True Up Payment Value(3) | 292,948 | 540,565 | 540,565 | | Continued Medical Coverage(4) | 20,053 | 40,106 | — | | TOTAL | 6,586,927 | 11,204,735 | 7,491,552 | | H. Taylor DeWalch | | | | | Cash Severance(1) | 813,431 | 1,375,147 | — | | Equity Acceleration(2) | 248,346 | 367,102 | 367,102 | | DER True Up Payment Value(3) | 5,180 | 12,512 | 12,512 | | Continued Medical Coverage(4) | 26,867 | 53,734 | — | | TOTAL | 1,093,824 | 1,808,495 | 379,614 | | L. Steve Putman | | | | | Cash Severance(1) | 978,075 | 1,630,125 | — | | Equity Acceleration(2) | 3,006,257 | 4,680,264 | 4,680,264 | | DER True Up Payment Value(3) | 147,971 | 273,046 | 273,046 | | Continued Medical Coverage(4) | 33,675 | 67,350 | — | | TOTAL | 4,165,978 | 6,650,785 | 4,953,310 | | Carrie P. Clark | | | | | Cash Severance(1) | 978,075 | 1,630,125 | — | | Equity Acceleration(2) | 2,463,969 | 3,644,175 | 3,644,175 | | DER True Up Payment Value(3) | 104,448 | 192,737 | 192,737 | | Continued Medical Coverage(4) | 33,675 | 67,350 | — | | TOTAL | 3,580,167 | 5,534,387 | 3,836,912 |

  86. LTI Award Agreements

    | (1) 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 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. Assuming a December 31, 2024 termination of employment, the pro rata target STI Bonus is equal to the full target STI Bonus for 2024. |

  87. 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 $14.60, the closing price of our common units on December 31, 2024. For purposes of this table, actual performance as of December 31, 2024 was used in the applicable formulas as described above under “—LTI Award Agreements” to calculate the value of the 2023 and 2024 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, 2024, the NEOs would have been entitled to receive the 2022 LTI Performance Units that vested on such date (including any accrued distribution-equivalent rights earned with respect to such 2022 |

  88. LTI Award Agreements

    | LTI Performance Units as of such date) but were not settled until February 25, 2025, the number and value of which is included in the “Option Exercises and Units Vested in the 2024 Fiscal Year” table above. |

  89. 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. |

  90. LTI Award Agreements

    | (4) The continued medical coverage amount is based on 2024 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. |

  91. Kiefer Separation Agreement

    Kiefer Separation Agreement Mr. Kiefer ceased service as our Senior Vice President, Chief Financial Officer, and Treasurer as of May 28, 2024. On June 14, 2024, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Kiefer Separation Agreement”) with Mr. Kiefer, substantially consistent with his then-existing severance agreement. Pursuant to the Kiefer Separation Agreement, Mr. Kiefer 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:

  92. Kiefer Separation Agreement

    | • | Accelerated vesting of 3,628 LTI Restricted Units, which represents a pro-rated portion of Mr. Kiefer’s then-outstanding LTI Restricted Units; |

  93. Kiefer Separation Agreement

    | • | Accelerated vesting of 12,179 LTI Performance Units, which represents a pro-rated portion of Mr. Kiefer’s then-outstanding LTI Performance Units based on actual performance as of May 28, 2024; |

  94. Kiefer Separation Agreement

    | • | Satisfaction of the service requirement with respect to 50,893 LTI Performance Units subject to the Aspirational Award granted to Mr. Kiefer in 2022. |

  95. Kiefer Separation Agreement

    | Type of Benefits | Severance Payments ($) | | Cash Severance | 601,775 | | Equity Acceleration(1) | 1,035,851 | | DER True Up Payment Value(2) | 34,989 | | Continued Medical Coverage(3) | 33,670 | | TOTAL | 1,706,285 |

  96. Kiefer 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. Kiefer’s termination of employment, by $15.53, the closing price of our common units on June 14, 2024 (the date on which Mr. Kiefer’s release revocation period ended and treatment of such equity awards was triggered pursuant to the Kiefer Separation Agreement). For purposes of this table, it is assumed that the performance goal applicable to the Aspirational Awards granted to Mr. Kiefer 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. |

  97. 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:

  98. DIRECTOR COMPENSATION

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

  99. DIRECTOR COMPENSATION

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

  100. DIRECTOR COMPENSATION

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

  101. DIRECTOR COMPENSATION

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

  102. 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. |

  103. DIRECTOR COMPENSATION

    In addition to cash compensation, our non-employee directors receive annual equity-based compensation under the Prior 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 Prior 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 Prior LTIP with a grant date value approximately equal to $100,000, subject to the terms and conditions of the Prior LTIP and the award agreement pursuant to which such award is granted. Mr. Ashley J. Longmaid began service as a director of the General Partner on March 25, 2024 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.

  104. 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, 2024.

  105. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Unit Awards ($)(2) | Total ($) | | Carin M. Barth | $125,000 | $198,881 | $323,881 | | D. Mark DeWalch | $75,000 | $198,881 | $273,881 | | Jerry V. Kyle, Jr | $75,000 | $198,881 | $273,881 | | Michael C. Linn | $75,000 | $198,881 | $273,881 | | Ashley J. Longmaid | $57,692 | $98,479 | $156,172 | | John H. Longmaid(3) | $16,690 | $242,469 | $259,159 | | William N. Mathis | $85,000 | $198,881 | $283,881 | | William E. Randall | $75,000 | $198,881 | $273,881 | | Alexander D. Stuart | $90,000 | $198,881 | $288,881 | | James Whitehead | $75,000 | $87,183 | $162,183 |

  106. Director Compensation Table

    | (1) Includes annual cash retainer fee and committee chair fees for each non-employee director during fiscal 2024, as more fully explained above. Messrs. DeWalch, Kyle, Mathis, Randall and Stuart elected to receive all of their retainer and meeting fees in fully vested common units in lieu of cash. |

  107. 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 2024 for service completed in 2024 (or, in the case of Mr. Ashley J. Longmaid, a one-time initial award granted in April 2024 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 2024 (or April 2024 for Mr. Ashley J. Longmaid) equity compensation award was determined by dividing $200,000 (or $100,000 for Mr. Ashley J. Longmaid) 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, 2024, 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, 2024. |

  108. Director Compensation Table

    | (3) Mr. John H. Longmaid’s service on the Board ended in April 2024. At that time, he was paid for his Board service in 2024 in the form of a pro rata equity grant. |

  109. 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 2024 fiscal year, our last completed fiscal year:

  110. CEO PAY RATIO

    | • | The annual total compensation of the median employee of all employees of our company (other than the CEO) was $137,677; and |

  111. CEO PAY RATIO

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $4,733,947. |

  112. CEO PAY RATIO

    | • | Based on this information, for 2024 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 34.4 to 1. |

  113. 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:

  114. CEO PAY RATIO

    | • | We determined that, as of December 31, 2024, our employee population consisted of approximately 113 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 25, 2025 (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 2024 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. |

  115. CEO PAY RATIO

    | • | We selected December 31, 2024, 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 2024. |

  116. 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 2024. Equity awards were excluded from the methodology because excluding them yields approximately the same median employee. |

  117. 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. |

  118. CEO PAY RATIO

    | • | After we identified our median employee, we combined all the elements of such employee’s compensation for the 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $137,677. 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 $3,315 that we made on the employee’s behalf to our 401(k) plan for the 2024 fiscal year. |

  119. CEO PAY RATIO

    With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

  120. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Partnership is providing the following information regarding the relationship between executive compensation and the Partnership’s financial performance for each of the three years in the period ended December 31, 2024. 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 Partnership’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

  121. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1) (2) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Distributable Cash Flow (in thousands)(4) | | | | | | | TSR(3) (4) | Peer Group TSR(3) (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $4,733,947 | $4,904,750 | $1,517,898 | $1,042,034 | $187 | $159 | $271,326 | $349,446 | | 2023 | $4,551,321 | $4,847,111 | $1,432,098 | $892,131 | $184 | $161 | $422,549 | $451,210 | | 2022 | $4,854,098 | $11,023,787 | $2,243,395 | $4,299,524 | $173 | $156 | $476,480 | $441,062 | | 2021 | $4,853,340 | $8,155,718 | $1,773,850 | $2,652,296 | $96 | $107 | $181,987 | $267,401 | | 2020 | $2,808,371 | $284,773 | $1,503,794 | $226,239 | $57 | $64 | $121,819 | $255,395 |

  122. 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, 2023, and 2024 are as follows: |

  123. PAY VERSUS PERFORMANCE

    2024: L. Steve Putman, Carrie P. Clark, H. Taylor DeWalch, Dawn K. Smajstrla and Evan M. Kiefer 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

  124. PAY VERSUS PERFORMANCE

    | (2) The Partnership 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 Partnership’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. |

  125. PAY VERSUS PERFORMANCE

    | | 2024 | | PEO SUMMARY COMPENSATION TABLE TOTALS | $4,733,947 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,657,528) | | Fair value at year end of equity awards granted during the year | 3,180,510 | | Fair value of awards granted during the year that vested during the year | 0 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (399,878) | | Change in fair value of equity awards granted in prior years that vested during the year | (378,623) | | Equity awards granted in prior years that were forfeited during the year | 0 | | Dividends or other earnings paid on equity awards during the year | 1,426,321 | | Total Equity Award Related Adjustments | 170,802 | | COMPENSATION ACTUALLY PAID TOTALS | $4,904,750 |

  126. PAY VERSUS PERFORMANCE

    | | 2024 | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $1,517,898 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (951,895) | | Fair value at year end of equity awards granted during the year | 577,318 | | Fair value of awards granted during the year that vested during the year | 9,489 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (68,540) | | Change in fair value of equity awards granted in prior years that vested during the year | (57,970) | | Equity awards granted in prior years that were forfeited during the year | (184,204) | | Dividends or other earnings paid on equity awards during the year | 199,938 | | Total Equity Award Related Adjustments | (475,864) | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $1,042,034 |

  127. PAY VERSUS PERFORMANCE

    | (3) The CAP numbers for fiscal year 2023, the TSR numbers, and the Peer Group TSR numbers have been updated from the numbers reported in last year’s Pay Versus Performance Table to reflect an immaterial adjustment in the calculations. References to the Partnership’s TSR throughout this disclosure refer to our Total Unitholder Return or “TUR.” |

  128. PAY VERSUS PERFORMANCE

    | (4) 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. |

  129. Disclosure of Most Important Performance Measures for 2024 Fiscal Year

    Disclosure of Most Important Performance Measures for 2024 Fiscal Year The following is an unranked list of the most important financial performance measures that we used to determine CAP for fiscal year 2024. For more detail regarding these financial performance measures, please see below, as well as “Compensation Discussion and Analysis” beginning on page 21.

  130. Disclosure of Most Important Performance Measures for 2024 Fiscal Year

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

  131. 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 Partnership’s cumulative total return on our common units and (ii) the Partnership’s cumulative total unitholder return as compared to the cumulative total shareholder 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 Partnership 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 Partnership 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.

  132. OFFICER COMPENSATION

    | What We Do | What We Don’t Do | | ✓ Link annual incentives to the achievement of pre-established performance goals | X Tax gross ups | | ✓ Emphasize long-term performance | X “Single trigger” change-in-control payments | | ✓ Provide at least 50% of our long-term compensation in the form of performance-based incentives | X Excessive perquisites | | ✓ Regularly evaluate the risks of our compensation programs | X Hedging of Partnership units | | ✓ Maintain an independent Compensation Committee | X Guaranteed minimum bonus payments for executive officers | | ✓ Engage an independent compensation consultant | X Automatic increases in executive base salary or lock-step changes in compensation based on peer group levels or metrics | | ✓ Maintain a clawback policy | X 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 | |

  133. PROPOSAL 4—APPROVAL OF THE BLACK STONE MINERALS, L.P. 2025 LONG-TERM INCENTIVE PLAN

    PROPOSAL 4—APPROVAL OF THE BLACK STONE MINERALS, L.P. 2025 LONG-TERM INCENTIVE PLAN

  134. Background

    Background The existing Black Stone Minerals, L.P. Long-Term Incentive Plan (the “Prior LTIP”), which was originally adopted in 2015, has been a key component of our compensation program since its adoption. The Prior LTIP has assisted in our recruitment and retention of qualified non-employee directors and key employees and has helped align their interests with the interests of our unitholders. The Prior LTIP will expire on May 6, 2025, the tenth anniversary of the date on which the Prior LTIP was adopted by the Board. In addition, the Board has determined that the current number of shares available for grants under the Prior LTIP (which is our only active equity-based plan) is not sufficient to meet the objectives of our compensation program going forward. Accordingly, the Board has adopted, and proposes that our unitholders approve, the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (the “2025 LTIP”), which will allow us to remain competitive among our peers and to continue to promote the same interests that the Prior LTIP helped us pursue. At the Annual Meeting, our unitholders will be asked to approve the 2025 LTIP. As of April 5, 2025, assuming maximum payout of currently outstanding awards, only 3,188,093 common units remained available for issuance under the Prior LTIP. If approved by our unitholders, the 2025 LTIP would authorize an additional 3,511,907 new common units to be available for issuance. The Partnership has not granted any awards under the Prior LTIP since April 5, 2025, and will not grant any future awards under the Prior LTIP if the 2025 LTIP is approved by our unitholders at the Annual Meeting. If approved by our unitholders, the 2025 LTIP would become effective as of the date of the Annual Meeting, and no further awards will be granted under the Prior LTIP as of the date of the Annual Meeting. Whether the 2025 LTIP is approved by our unitholders or not, each award granted under the Prior LTIP will continue to be subject to the terms and provisions applicable to such award under the applicable award agreement and the Prior LTIP. Capitalized terms used in this Proposal, but not defined herein shall have the meaning ascribed to them in the 2025 LTIP.

  135. Consequences of Failing to Approve the 2025 LTIP

    Consequences of Failing to Approve the 2025 LTIP The 2025 LTIP will not be implemented unless approved by unitholders. If the 2025 LTIP is not approved by unitholders, the Prior LTIP will remain in effect in its present form and we will continue to grant awards thereunder until the share reserve under the Prior LTIP is exhausted or the Prior LTIP expires (except that any award granted prior to such expiration would extend beyond such expiration until the final disposition of such award). If that occurs, we may be compelled to increase significantly the cash component of our director and executive compensation, which may not necessarily align director and executive compensation interests with the investment interests of our unitholders, as well as the alignment provided by equity-based awards. Replacing equity awards with cash would also increase cash compensation expenses and use cash that could be better utilized if reinvested in our businesses or returned to our unitholders.

  136. Historical Award Information and Equity Use

    | | 2024 | 2023 | 2022 | THREE-YEAR AVERAGE | | STOCK OPTIONS GRANTED | — | — | — | | | STOCK-SETTLED TIME-VESTED RESTRICTED UNIT AWARDS GRANTED | 319,296 | 284,772 | 418,582 | | | STOCK-SETTLED PERFORMANCE UNIT AWARDS EARNED (1) | 420,783 | 520,574 | 338,506 | | | WEIGHTED-AVERAGE BASIC COMMON UNITS OUTSTANDING | 210,684,000 | 209,970,000 | 209,382,000 | | | SHARE USAGE RATE | 0.35% | 0.38% | 0.36% | 0.37% |

  137. Description of the 2025 LTIP

    Description of the 2025 LTIP The material features of the 2025 LTIP are summarized below. The following summary does not purport to be complete, and is subject to and qualified in its entirety by reference to the complete text of the 2025 LTIP which is attached to this proxy statement as Appendix A.

  138. Types of Awards

    Types of Awards The types of awards that may be granted pursuant to the 2025 LTIP are described below. Unit Options and Unit Appreciation Rights The 2025 LTIP authorizes the grant of unit options and unit appreciation rights covering common or subordinated units. Unit options represent the right to purchase a number of common or subordinated units at a specified exercise price. Unit appreciation rights represent the right to receive the appreciation in the value of a number of common or subordinated units as of the exercise date over a specified exercise price, either in cash, common or subordinated units, or a combination thereof, as determined in the discretion of the committee. Unit options and unit appreciation rights may be granted to such eligible individuals and with such terms as the committee may determine, consistent with the terms of the 2025 LTIP; however, the exercise price of a unit option or unit appreciation right may not be less than the fair market value of a common or subordinated unit on the date such unit option or unit appreciation right is granted. Restricted Units and Phantom Units The 2025 LTIP authorizes the grant of restricted units and phantom units. A restricted unit is a common or subordinated unit that is subject to forfeiture. Upon vesting, the forfeiture restrictions lapse and the participant holds a common or subordinated unit that is not subject to forfeiture. A phantom unit is a notional unit that entitles the participant to receive a common or subordinated unit (or such greater or lesser number of common or subordinated units as may be provided pursuant to the applicable award agreement) upon the vesting of the phantom unit (or on a deferred basis upon specified future dates or events) or cash equal to the fair market value of a common or subordinated unit (or such greater or lesser number of common or subordinated units) or a combination thereof, as determined in the discretion of the committee. The committee may make grants of restricted and phantom units under the LTIP that contain such terms, consistent with the LTIP, as the committee may determine are appropriate, including the period over which restricted or phantom units will vest. The committee may, in its discretion, base vesting on the participant’s completion of a period of service or upon the achievement of specified performance criteria or as otherwise set forth in an award agreement. Distributions made by us with respect to awards of restricted units may be subject to the same vesting requirements as the restricted units. The committee, in its discretion, may also grant tandem DERs with respect to phantom units. DERs are described in more detail below. Distribution Equivalent Rights The Committee is also authorized to grant DERs either in tandem with an award or as a separate award. DERs are contingent rights to receive an amount in cash, common or subordinated units, restricted units, phantom units, or any combination thereof, as determined by the committee in its discretion, equal to the cash distributions made on our common units or our subordinated units, as determined by the committee in its discretion, during the period in which such DERs remain outstanding. The terms and conditions applicable to DERs will be determined by the committee and set forth in an award agreement. Cash Awards The 2025 LTIP authorizes the grant of awards denominated in and settled in cash as an element of or supplement to, or independent of, any award under the 2025 LTIP. Bonus Units, Units in Lieu of Obligations, and Other Unit-Based Awards The 2025 LTIP also authorizes the grant of units as a bonus or units in lieu of obligations to pay cash or deliver other property under the 2025 LTIP or other compensation arrangements at the discretion of the committee. Additionally, the 2025 LTIP permits the grant of “other unit-based awards,” which are awards that, in whole or in part, are denominated or payable in, valued in, or otherwise based on or related to common or subordinated units. An other unit-based award may be fully vested at grant, or the vesting of an other unit-based award may be based on a participant’s continued service, the achievement of specified performance criteria or other measures. On vesting (or on a deferred basis upon specified future dates or events), an other unit-based award may be paid in cash and/or in common or subordinated units (including common or subordinated restricted units), as determined by the committee. Substitute Awards Awards may be granted under the 2025 LTIP in substitution of similar awards held by Participants in connection with a merger, consolidation or acquisition by the Partnership or one of its Affiliates of another entity or the securities or assets of another entity (including in connection with the acquisition by the Partnership or one of its Affiliates of additional securities of an entity that is an existing Affiliate of the Partnership).

  139. Change of Control

    Change of Control Subject to the terms of the applicable award agreement, upon a Change of Control, an Award may automatically vest and be payable or become exercisable in full, as the case may be.

  140. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information as of December 31, 2024 with respect to compensation plans under which equity securities of the Partnership are authorized for issuance.

  141. Securities Authorized for Issuance Under Equity Compensation Plans

    | | Equity Compensation Plan Information | | | | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a) | Weighted-average exercise price of outstanding options, warrants and rights (2) (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3) (c) | | Equity compensation plans approved by security holders | — | $— | — | | Equity compensation plans not approved by security holders | 2,422,541 | $— | 3,426,374 | | Total | 2,422,541 | $— | 3,426,374 |

  142. Securities Authorized for Issuance Under Equity Compensation Plans

    | (1) This column reflects the maximum number of common units subject to 2023 and 2024 LTI Performance Units and the Aspirational Awards (which have been included in full assuming all performance targets will be met) granted under the Prior LTIP outstanding and unvested as of December 31, 2024. 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 2022 LTI Performance Units that were vested but not yet settled as of December 31, 2024. This column does not include any units related to DERs tandem to any of these LTI Performance Units because any such DER units were not determinable as of December 31, 2024. No options or warrants have been granted under the Prior LTIP. |

  143. Securities Authorized for Issuance Under Equity Compensation Plans

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

  144. Securities Authorized for Issuance Under Equity Compensation Plans

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

  145. Securities Authorized for Issuance Under Equity Compensation Plans

    Our only equity compensation plan is the Prior LTIP. The Prior LTIP was approved by the General Partnership prior to our initial public offering but as of December 31, 2024 has not been approved by our public unitholders. Please read Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2024, for a description of our equity compensation plans as of such date. In addition, a detailed description of the terms of the Prior LTIP, as in effect on December 31, 2024, 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.

  146. 2025 LONG-TERM INCENTIVE PLAN

    2025 LONG-TERM INCENTIVE PLAN Section 1. Purpose of the Plan. The Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (the “Plan”) has been adopted by the Board of Directors (the “Board”) of Black Stone Minerals GP, L.L.C., a Delaware limited liability company (the “General Partner”), the general partner of Black Stone Minerals, L.P., a Delaware limited partnership (the “Partnership”). The Plan is intended to promote the interests of the Partnership and its Affiliates and to encourage superior performance by providing incentive compensation awards denominated in or based on Units to Employees, Consultants and Directors. The Plan is also intended to enhance the ability of the General Partner, the Partnership and their respective Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage such individuals to devote their best efforts to advancing the business of the Partnership and its Affiliates. Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: (a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. (b) “ASC Topic 718” means Accounting Standards Codification Topic 718, Compensation – Stock Compensation, or any successor accounting standard. (c) “Award” means an Option, Restricted Unit, Phantom Unit, DER, Unit Appreciation Right, Other Unit-Based Award, or Cash Award granted under the Plan. (d) “Award Agreement” means the written or electronic agreement by which an Award shall be evidenced. (e) “Board” means the board of directors of the General Partner. (f) “Bonus Unit” means an Award granted pursuant to Section 6(d). (g) “Cash Award” means an Award denominated in cash granted under Section 6(e). (h) “Change of Control” means, and shall be deemed to have occurred upon one or more of the following events, except as otherwise provided in the applicable Award Agreement: (i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act shall beneficially own and control, directly or indirectly, a number of Units that would entitle such person or group to vote Units representing, in the aggregate, more than 50% of the total number of outstanding Common Units and Subordinated Units that are entitled to vote and be counted for purposes of calculating the required votes, and that are deemed to be outstanding for purposes of determining a quorum, at any annual meeting of the limited partners of the Partnership or otherwise in the election of the Board; (ii) the limited partners of the Partnership approve, in one transaction or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale or other disposition by either the General Partner or the Partnership of all or substantially all of the General Partner’s or the Partnership’s assets, respectively, in one or more transactions to any Person other than the General Partner, the Partnership, or any of their respective Affiliates; (iv) a transaction resulting in a Person other than the General Partner or an Affiliate of the General Partner (as determined immediately prior to such event) being the sole general partner of the Partnership; (v) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; or (vi) the Partnership ceases to own, directly or indirectly, 100% of the outstanding equity interests of the General Partner. Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to a 409A Award, a “Change of Control” shall not occur unless the transaction or event described in subsection (i), (ii), (iii) or (iv) above also constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as applied to non-corporate entities and as relates to the holder of such Award, to the extent required to comply with Section 409A. (i) “Code” means the Internal Revenue Code of 1986, as amended. (j) “Committee” means the Board or such committee of, and appointed by, the Board to administer the Plan; provided, however, that in the absence of the Board’s appointment of a committee to administer the Plan, the Compensation Committee of the Board shall serve as the Committee. (k) “Common Unit” means an interest in the Partnership having the rights and obligations specified with respect to Common Units in the Partnership Agreement. (l) “Consultant” means an individual, other than a Director or Employee, who renders bona fide consulting or advisory services to the General Partner, the Partnership, or any of their respective Affiliates. (m) “DER” means a distribution-equivalent right representing a contingent right to receive an amount in cash, Units, Restricted Units, or Phantom Units, as determined by the Committee in its sole discretion, equal in value to the distributions made by the Partnership with respect to a Unit during the period such Award is outstanding. (n) “Director” means a member of the Board who is not an Employee. (o) “Effective Date” means April 16, 2025, the date on which this Plan was adopted by the Board, subject to obtaining the approval of the Partnership’s unitholders. (p) “Employee” means an employee of the General Partner, the Partnership, or any of their respective Affiliates. (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (r) “Fair Market Value” means, as of any given date, (i) with respect to a Common Unit, (x) if the Common Units are traded on a national securities exchange on such date, the closing sales price of a Common Unit on such date during normal trading hours (or, if there are no reported sales on such date, on the last date prior to such date on which there were reported sales) on the New York Stock Exchange or, if the Common Units are not then listed on such exchange, on any other national securities exchange on which the Common Units are listed or on an inter-dealer quotation system, in any case, as reported in such source as the Committee shall select or (y) if there is no regular public trading market for the Common Units at the time a determination of fair market value is required to be made hereunder, the amount determined in good faith by the Committee to be the fair market value of a Common Unit as of such date; and (ii) with respect to a Subordinated Unit, the amount determined in good faith by the Committee to be the fair market value of a Subordinated Unit as of such date. (s) “Incumbent Board” means the portion of the Board constituted of the individuals who are Directors as of the Effective Date and any other individual who becomes a Director after the Effective Date and whose election or appointment by the Board or nomination for election by the Partnership’s limited partners was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board. (t) “Option” means an option to purchase Units granted pursuant to Section 6(a). (u) “Other Unit-Based Award” means an Award granted pursuant to Section 6(e). (v) “Participant” means an Employee, Consultant or Director granted an Award under the Plan.

  147. 2025 LONG-TERM INCENTIVE PLAN

    (w) “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, restated and otherwise modified from time to time. (x) “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency, or political subdivision thereof or other entity. (y) “Phantom Unit” means a notional interest granted under Section 6(b) that, to the extent vested, entitles the Participant to receive a Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement), an amount of cash equal to the Fair Market Value of a Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement) or a combination thereof, as determined by the Committee in its discretion and as provided in the applicable Award Agreement. (z) “Prior Plan” means the Black Stone Minerals, L.P. Long-Term Incentive Plan, as adopted on May 6, 2015. (aa) “Qualified Member” means a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3. (bb) “Restricted Period” means the period established by the Committee with respect to an Award or Unit during which the Award or Unit remains subject to restrictions established by the Committee, including, a period during which an Award or Unit is subject to forfeiture or restrictions on transfer, or is not yet exercisable by or payable to the Participant, as the case may be. As the context requires, the word “vest” and its derivatives refers to the lapse of some or all, as the case may be, of the restrictions imposed on an Award or Unit during such Restricted Period. (cc) “Restricted Unit” means a Unit granted pursuant to Section 6(b) that is subject to a Restricted Period. (dd) “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time. (ee) “SEC” means the Securities and Exchange Commission, or any successor thereto. (ff) “Section 409A” means Section 409A of the Code and the Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or guidance that may be amended or issued after the Effective Date. (gg) “Subordinated Unit” means an interest in the Partnership having the rights and obligations specified with respect to Subordinated Units in the Partnership Agreement. The term “Subordinated Unit” does not refer to or include a Common Unit. (hh) “UDR” means a distribution made by the Partnership with respect to a Restricted Unit. (ii) “Unit” means a Common Unit or a Subordinated Unit. In the context of a particular Award, references in the Plan to a “Unit” shall be a reference to either a Common Unit or a Subordinated Unit, determined based on the type of Units with respect to which such Award is granted. (jj) “Unit Appreciation Right” or “UAR” means an Award that, upon exercise, entitles the holder to receive the excess of the Fair Market Value of a Unit on the exercise date of the UAR over the exercise price established for such UAR. Such excess may be paid in cash or in Units as determined by the Committee in its discretion and as provided in the applicable Award Agreement. Section 3. Administration. (a) Authority of the Committee. The Plan shall be administered by the Committee, subject to Section 3(b); provided, however, that in the event that the Board is not also serving as the Committee, the Board, in its sole discretion, may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan. The governance of the Committee shall be subject to the charter, if any, of the Committee as approved by the Board. Subject to the following and applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan, including the power to grant Awards under the Plan, to the Chief Executive Officer of the General Partner, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all references in the Plan to the “Committee”, other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, a person who is then an officer subject to Rule 16b-3 or a Director. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number and type of Units to be covered by Awards; (iv) determine the terms and conditions of any Award, consistent with the terms of the Plan, which terms may include any provision regarding the acceleration of vesting or waiver of forfeiture restrictions or any other condition or limitation regarding an Award, based on such factors as the Committee shall determine, in its sole discretion; (v) determine whether, to what extent, and under what circumstances Awards may be vested, settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award or in any Award Agreement in such manner and to such extent as the Committee deems necessary or appropriate. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the General Partner, the Partnership, any of their respective Affiliates, any Participant, and any beneficiary of any Award. (b) Authority of a Subcommittee of the Committee. If the Board is not functioning as the Committee, then at any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Partnership may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that upon such abstention or recusal the Committee remains composed solely of two or more Qualified Members, or (iii) by the full Board. Any such action described in clauses (i), (ii), or (iii) of the preceding sentence shall be deemed to be the action of the Committee for all purposes of the Plan.

  148. 2025 LONG-TERM INCENTIVE PLAN

    (c) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any Employee, the General Partner’s or the Partnership’s legal counsel, independent auditors, consultants, or any other agents assisting in the administration of the Plan. Members of the Committee and any Employee acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the General Partner with respect to any such action or determination. Section 4. Units. (a) Limits on Units Deliverable. (i) Units Reserved. Subject to adjustment as provided in Section 4(c) and Section 7, the number of Common Units and Subordinated Units, in the aggregate, that may be delivered with respect to Awards under the Plan shall be equal to the sum of (A) 3,511,907 Units; (B) the number of Units available for issuance under the Prior Plan on the Effective Date; and (C) any Units that are the subject of an award under the Prior Plan as of the Effective Date and are thereafter forfeited or terminated, expire unexercised, are settled in cash in lieu of Units or in a manner such that all or some of the Units covered by such award are not issued to the award holder, or are exchanged for an awards that does not involve Units, and any shares that are withheld from payment of an award to satisfy tax obligations. (ii) Unit Recycling and Limitations. If any Award is forfeited, cancelled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of Units pursuant to such Award (the grant of Restricted Units is not a delivery of Units for this purpose unless and until the Restricted Period for such Restricted Units lapses), or if any Units under an Award are held back to cover the exercise price or tax withholding (including the withholding of Units with respect to an Award of Restricted Units), then, in either such case, the Units underlying such Awards that are so forfeited, cancelled, exercised, settled in cash or that otherwise terminate or expire without the actual delivery of Units and Units so held back shall be available to satisfy future Awards under the Plan. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single calendar year shall not exceed $750,000; provided, however, that for any calendar year in which a Director (A) first commences service on the Board, (B) serves on a special committee of the Board, or (C) serves as lead director or chairman of the Board, additional Awards may be granted to such Director in excess of such limit; provided, further, that the limit set forth in this Section (4)(a)(ii) shall be applied without regard to (x) cash fees paid to a Director during such calendar year (or grants of Awards, if any, made to a non-Employee member of the Board in lieu of all or any portion of such cash fees) or (y) grants of Awards, if any, made to a Director during any period in which such individual was an Employee of the Partnership or any Affiliate or was otherwise providing services to the Partnership or to any Affiliate other than in the capacity as a Director. (b) Sources of Units Deliverable under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of (i) Common Units acquired in the open market; (ii) Common Units or Subordinated Units acquired from the Partnership (including newly issued Common Units or Subordinated Units), any Affiliate of the Partnership, or any other Person; or (iii) any combination of the foregoing, as determined by the Committee in its discretion. (c) Adjustments. (i) Certain Restructurings. Upon the occurrence of any “equity restructuring” event that could result in an additional compensation expense to the General Partner or the Partnership pursuant to the provisions of ASC Topic 718 if adjustments to Awards with respect to such event were discretionary, the Committee shall equitably adjust the number and type of Units (or other securities or property) covered by each outstanding Award and the terms and conditions, including the exercise price and performance criteria (if any), of such Award to equitably reflect such event and shall adjust the number and type of Units (or other securities or property) with respect to which Awards may be granted under the Plan after such event; provided, however, that no adjustment to any Award shall materially reduce the benefit to a Participant immediately prior to such adjustment without the consent of such Participant. Upon the occurrence of any other similar event that would not result in an accounting charge under ASC Topic 718 if the adjustment to Awards with respect to such event were subject to discretionary action, the Committee shall have complete discretion to adjust Awards and the number and type of Units (or other securities or property) with respect to which Awards may be granted under the Plan in such manner as it deems appropriate with respect to such other event. In the event the Committee makes any adjustment pursuant to the foregoing provisions of this Section 4(c), the Committee shall make a corresponding and proportionate adjustment with respect to the maximum number of Units that may be delivered with respect to Awards under the Plan as provided in Section 4(a) and the kind of Units or other securities available for grant under the Plan. (ii) Other Adjustments. Subject to, and without limiting the scope of, the provisions of Section 4(c)(i), in the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, Change of Control, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee, in its sole discretion, to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (A) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (B) the number and type of Units (or other securities or property) subject to outstanding Awards, and (C) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number. Further, upon the occurrence of any event described in the preceding sentence, the Committee, acting in its sole discretion without the consent or approval of any holder, may effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards: (A) remove any applicable forfeiture restrictions on any Award; (B) accelerate the time of exercisability or the time at which the Restricted Period shall lapse to a specific date specified by the Committee;

  149. 2025 LONG-TERM INCENTIVE PLAN

    (C) require the mandatory surrender to the General Partner or the Partnership by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then subject to a Restricted Period or other restrictions pursuant to the Plan) as of a date specified by the Committee, in which event the Committee shall thereupon cancel such Awards and cause the General Partner, the Partnership or any of their respective Affiliates to pay to each holder an amount of cash per Unit equal to the per Unit value as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards less the exercise price, if any, applicable to such Awards; provided, however, that to the extent the exercise price of an Option or UAR exceeds such per Unit value as determined by the Committee, no consideration will be paid with respect to that Award; (D) cancel Awards that remain subject to a Restricted Period as of a date specified by the Committee without payment of any consideration to the Participant for such Awards; or (E) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such event (including, without limitation, the substitution of new awards for Awards); provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. Section 5. Eligibility. Any Employee, Consultant or Director shall be eligible to be designated a Participant and receive an Award under the Plan. Section 6. Awards. (a) Options and UARs. The Committee shall have the authority to determine the Employees, Consultants, and Directors to whom Options or UARs shall be granted, the number of Units to be covered by each Option or UAR, the exercise price therefor, the Restricted Period and other conditions and limitations applicable to the exercise of the Option or UAR, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan. (i) Exercise Price. The exercise price per Unit purchasable under an Option or subject to a UAR shall be determined by the Committee at the time the Option or UAR is granted but, except with respect to substitute Awards pursuant to Section 6(f)(viii), may not be less than the Fair Market Value of a Unit as of the date of grant of such Option or UAR. (ii) Time and Method of Exercise. The Committee shall determine the exercise terms and the Restricted Period, if any, with respect to an Option or UAR, which may include a provision for accelerated vesting upon the achievement of specified performance goals or other events and the method or methods by which payment of the exercise price with respect to an Option or UAR may be made or deemed to have been made, which may include cash, check acceptable to the General Partner, withholding Units having a Fair Market Value on the exercise date equal to the relevant exercise price from the Award, a “cashless-broker” exercise through procedures approved by the General Partner, other securities or other property, a note (in a form acceptable to the General Partner), or any combination of the foregoing methods. (iii) Forfeitures. Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment with (or service to) the General Partner and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Options and UARs awarded to the Participant shall be automatically forfeited on such termination. (b) Restricted Units and Phantom Units. The Committee shall have the authority to determine the Employees, Consultants, and Directors to whom Restricted Units or Phantom Units shall be granted, the number of Restricted Units or Phantom Units to be granted to each such Participant, the applicable Restricted Period, the conditions under which the Restricted Units or Phantom Units may become vested or forfeited, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to the Phantom Units. (i) UDRs. To the extent determined by the Committee, in its discretion, the Award Agreement for a grant of Restricted Units may provide that distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such distributions shall be held, with or without interest or other earnings credit (as determined by the Committee), until the Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. Absent such a restriction on the UDRs in the Award Agreement, UDRs shall be paid to the holder of the Restricted Unit without restriction at the same time as cash distributions are paid by the Partnership to its unitholders. (ii) Forfeitures. Except as otherwise provided in the terms of the applicable Award Agreement, upon termination of a Participant’s employment with (or service to) the General Partner and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding, unvested Restricted Units and Phantom Units awarded to the Participant shall be automatically forfeited on such termination. (iii) Lapse of Restrictions. (A) Phantom Units. Unless otherwise provided in the applicable Award Agreement, upon or as soon as reasonably practical following the vesting of each Phantom Unit, subject to Section 8(b), the Participant shall be entitled to settlement of such Phantom Unit and shall receive one Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement) or an amount in cash equal to the Fair Market Value (for purposes of this Section 6(b)(iii), as calculated on the last day of the Restricted Period) of a Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement) or a combination thereof, as determined by the Committee in its discretion and as provided in the applicable Award Agreement. (B) Restricted Units. Upon or as soon as reasonably practicable following the vesting of each Restricted Unit, subject to Section 8(b), the Participant shall be entitled to have the restrictions removed from his or her Unit certificate (or book entry account, as applicable). (c) DERs. The Committee shall have the authority to determine the Employees, Consultants, and Directors to whom DERs are granted, whether such DERs are tandem or separate Awards, whether such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest or other earnings credit), any vesting restrictions and payment provisions applicable to the DERs, and such other provisions or restrictions as determined by the Committee in its discretion, all of which shall be specified in the applicable Award Agreements. Distributions in respect of DERs shall be credited as of the distribution dates during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such DERs shall be converted to cash, Units, Restricted Units, or Phantom Units by such formula and at such times and subject to such limitations as may be determined by the Committee. Tandem DERs may be subject to the same or different vesting restrictions as the underlying Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion.

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    (d) Bonus Units and Awards in Lieu of Obligations. The Committee is authorized to grant Units as a bonus or to grant Units in lieu of obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements to such Employees, Consultants and Directors and in such amounts as the Committee, in its discretion, may select. Bonus Units or Awards granted hereunder shall be subject to such other terms and conditions as shall be determined by the Committee. (e) Other Unit-Based Awards; Cash Awards. Other Unit-Based Awards may be granted under the Plan to such Employees, Consultants, and Directors as the Committee, in its discretion, may select. An Other Unit-Based Award shall be an award denominated or payable in, valued in or otherwise based on or related to Units, in whole or in part. The Committee shall determine the terms and conditions of any Other Unit-Based Award, including whether such Other Unit-Based Award (or any portion thereof) is fully vested when granted and, if such Other Unit-Based Award (or any portion thereof) is not fully vested when granted, the conditions under which such Other Unit-Based Award (or the unvested portion thereof) may become vested or forfeited. Other Unit-Based Awards may be paid in cash, Units (including Restricted Units) or any combination thereof as provided in the applicable Award Agreement. Cash Awards, as an element of or supplement to, or independent of any other Award under the Plan, may also be granted pursuant to this Section 6(e). (f) Certain Provisions Applicable to Awards. (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the General Partner or any Affiliate of the General Partner. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the General Partner, the Partnership or any of their respective Affiliates may be granted either at the same time as or at a different time from the grant of such other Awards or awards. (ii) Limits on Transfer of Awards. (A) Except as provided in Section 6(f)(ii)(C), each Option and UAR shall be exercisable only by the Participant during the Participant’s lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. (B) Except as provided in Section 6(f)(ii)(C), no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the General Partner, the Partnership or any of their respective Affiliates. (C) The Committee may provide in an Award Agreement or in its discretion that an Award may, on such terms and conditions as the Committee may from time to time establish, be transferred by a Participant without consideration to any “family member” of the Participant, as defined in the instructions to use of the Form S-8 Registration Statement under the Securities Act of 1933, as amended, or any related family trust, limited partnership or other transferee specifically approved by the Committee. (iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee. (iv) Issuance of Units. The Units or other securities of the Partnership delivered pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including, without limitation, in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any securities exchange upon which such Units or other securities are then listed, and any applicable laws, and the Committee may cause a legend or legends to be inscribed on any certificates, if applicable, to make appropriate reference to such restrictions. (v) Consideration for Grants. To the extent permitted by applicable law, Awards may be granted for such consideration, including services, as the Committee shall determine. (vi) Delivery of Units or other Securities and Payment by Participant of Consideration. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Partnership shall not be required to issue or deliver any certificates or make any book entries evidencing Units pursuant to the exercise or vesting of any Award unless and until the Board or the Committee has determined, with advice of counsel, that (A) the issuance of such Units is in compliance with all applicable laws, regulations of governmental authorities, and, if applicable, the requirements of any securities exchange on which the Units are listed or traded, and (B) the Units are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. Without limiting the generality of the foregoing, the delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of the Committee, the Partnership is not reasonably able to obtain or deliver Units pursuant to such Award without violating applicable law or the applicable rules or regulations of any governmental agency or authority or securities exchange. No Units or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including any exercise price or tax withholding) is received by the General Partner. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including cash, other Awards, withholding of Units, cashless broker exercises with simultaneous sale, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Units or other property so tendered to the General Partner, as of the date of such tender, is at least equal to the full amount required to be paid to the General Partner pursuant to the Plan or the applicable Award Agreement. (vii) Change of Control. If specifically provided in an Award Agreement, upon a Change of Control the Award may automatically vest and be payable or become exercisable in full, as the case may be. (viii) Substitute Awards. Awards may be granted under the Plan in substitution of similar awards held by individuals who are or who become Employees, Consultants or Directors in connection with a merger, consolidation or acquisition by the Partnership or one of its Affiliates of another entity or the securities or assets of another entity (including in connection with the acquisition by the Partnership or one of its Affiliates of additional securities of an entity that is an existing Affiliate of the Partnership). To the extent permitted by Section 409A, such substitute Awards that are Options or UARs may have exercise prices less than the Fair Market Value of a Unit on the date of the substitution.

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    (ix) Prohibition on Repricing of Options and UARs. Subject to the provisions of Section 4(c) and Section 7(c), the terms of outstanding Award Agreements may not be amended without the approval of the Partnership’s unitholders so as to: (A) reduce the Unit exercise price of any outstanding Options or UARs, (B) grant a new Option, UAR or other Award in substitution for, or upon the cancellation of, any previously granted Option or UAR that has the effect of reducing the exercise price thereof, (C) exchange any Option or UAR for Units, cash, or other consideration when the exercise price per Unit under such Option or UAR exceeds the Fair Market Value of the underlying Units, or (D) take any other action that would be considered a “repricing” of an Option or UAR under the listing standards of the New York Stock Exchange or, if the Units are not then-listed on such exchange, to the extent applicable, on any other national securities exchange on which the Units are listed. Subject to Section 4(c), Section 7(c) and Section 8(n), the Committee shall have the authority, without the approval of the Partnership’s unitholders, to amend any outstanding Award to increase the per Unit exercise price of any outstanding Options or UARs or to cancel and replace any outstanding Options or UARs with the grant of Options or UARs having a per Unit exercise price that is equal to or greater than the per Unit exercise price of the original Options or UARs. Section 7. Amendment and Termination. Except to the extent prohibited by applicable law: (a) Amendments to the Plan. Except as required by applicable law or the rules of the principal securities exchange on which the Units are traded and subject to Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person. (b) Amendments to Awards. Subject to Section 7(a), the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted (including, without limitation, requiring or allowing for an election to settle an Award in cash), provided no change in any Award shall materially reduce the benefit to a Participant immediately prior to such change without the consent of such Participant. (c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4(c)) affecting the Partnership or the financial statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or such Award. Section 8. General Provisions. (a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient. (b) Tax Withholding. Unless other arrangements have been made that are acceptable to the General Partner or any of its Affiliates, the General Partner or any Affiliate of the General Partner is authorized to deduct, withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award, or from any compensation or other amount owing to a Participant the amount (in cash, Units, including Units that would otherwise be issued pursuant to such Award, or other property) of any applicable taxes payable in respect of the grant or settlement of an Award, its exercise, the lapse of restrictions thereon, or any other payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the General Partner or any Affiliate of the General Partner to satisfy its withholding obligations for the payment of such taxes. In the event that Units that would otherwise be issued pursuant to an Award are used to satisfy such withholding obligations, the number of Units that may be withheld or surrendered shall be limited to the number of Units that have a Fair Market Value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income; provided, however, that such withholding may be based on rates in excess of the minimum statutory withholding rates if (x) the Committee (i) determines that such withholding would not result in adverse accounting, tax or other consequences to the General Partner or any of its Affiliates (other than immaterial administrative, reporting or similar consequences) and (ii) authorizes such withholding at such greater rates and (y) the holder of such Award consents to such withholding at such greater rates. (c) No Right to Employment or Service Relationship. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the General Partner or any of its Affiliates, to continue providing consulting services, or to remain on the Board, as applicable. Furthermore, the General Partner or an Affiliate of the General Partner may at any time dismiss a Participant from employment or his or her service relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or other written agreement between any such entity and a Participant. (d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflict of laws principles. (e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. (f) Other Laws. The Committee may refuse to issue or transfer any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation or the rules of the principal securities exchange on which the Units are then traded, or entitle the Partnership or an Affiliate of the Partnership to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the General Partner by a Participant, other holder, or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

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    (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the General Partner or any Affiliate of the General Partner and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the General Partner or any Affiliate of the General Partner pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the General Partner or such Affiliate. (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated with or without consideration. (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision hereof. (j) Facility Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the General Partner, the Partnership and their respective Affiliates shall be relieved of any further liability for payment of such amounts. (k) Participation by Affiliates. In making Awards to Employees employed by, or Consultants providing services to, an Affiliate of the General Partner, the Committee shall be acting on behalf of the Affiliate of the General Partner, and to the extent the Partnership has an obligation to reimburse the General Partner for compensation paid to Employees or Consultants for services rendered for the benefit of the Partnership, such reimbursement payments may be made by the Partnership directly to the Affiliate of the General Partner, and, if made to the General Partner, shall be received by the General Partner as agent for the Affiliate of the General Partner. (l) Allocation of Costs. Nothing herein shall be deemed to override, amend, or modify any cost sharing arrangement, omnibus agreement, or other arrangement between the General Partner, the Partnership, and any of their respective Affiliates regarding the sharing of costs between such entities. (m) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural. (n) Compliance with Section 409A. Nothing in the Plan or any Award Agreement shall operate or be construed to cause the Plan or an Award that is subject to Section 409A to fail to comply with the requirements of Section 409A. The applicable provisions of Section 409A are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith or that would cause a failure of compliance thereunder, to the extent necessary to resolve such conflict or obviate such failure. Subject to any other restrictions or limitations contained herein, in the event that a “specified employee” (as defined under Section 409A) becomes entitled to a payment under an Award that constitutes a “deferral of compensation” (as defined under Section 409A) on account of a “separation from service” (as defined under Section 409A), to the extent required by the Code, such payment shall not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise payable within the six-month period described herein will be aggregated and paid in a lump sum without interest. Notwithstanding any provision herein to the contrary, none of the Board, the Committee, the Partnership, the General Partner or any of their respective Affiliates makes any representations that any Awards (or payments with respect to any Awards) are exempt from or compliant with Section 409A and in no event shall the Board, the Committee, the Partnership, the General Partner or any of their respective Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Participant on account of non-compliance with Section 409A. (o) No Guarantee of Tax Consequences. None of the Board, the Committee, the Partnership, the General Partner, or any of their respective Affiliates (i) provides or has provided any tax advice to any Participant or any other Person or makes or has made any assurance, commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to any Participant or other Person or (ii) assumes any liability with respect to any tax or associated liabilities to which any Participant or other Person may be subject. (p) Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Committee, Awards and amounts paid or payable pursuant to or with respect to Awards shall be subject to the provisions of any applicable clawback policies or procedures adopted, whether prior to or following the Effective Date, by the General Partner or the Partnership, which clawback policies or procedures may provide for forfeiture, repurchase, or recoupment of Awards and amounts paid or payable pursuant to or with respect to Awards if certain specified events or wrongful conduct occur, including an accounting restatement due to the Partnership’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, the General Partner and the Partnership reserve the right, without the consent of any Participant or beneficiary of any Award, to adopt any such clawback policies and procedures, including such policies and procedures applicable to the Plan or any Award Agreement with retroactive effect. Section 9. Term of the Plan. The Plan shall be effective on the Effective Date and shall continue until the earliest of (i) the date terminated by the Board or the Committee, (ii) the date that all Units available under the Plan have been delivered to Participants, or (iii) the 10th anniversary of the Effective Date. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee under the Plan or an Award Agreement to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.