DEF 14A of Dorchester Minerals, L.P.
Filed Apr 2, 2026 · FY20250001437749-26-011129
Elements and Objectives of Compensation
Elements and Objectives of Compensation Salary and Discretionary Cash Bonuses. Our Chief Executive Officer determines salaries and discretionary cash bonuses for employees other than the named executive officers, in consultation with senior management including the Chief Financial Officer. Salaries and cash bonuses are paid by the operating partnership, which does not have a formulaic salary schedule or bonus plan. The Chief Executive Officer has broad discretion to consider a wide range of factors in determining compensation for employees other than the named executive officers, including but not limited to performance, loyalty, collaboration and attitude. The Board of Managers does not benchmark compensation for named executive officers, but considers the named executive officers’ compensation to be appropriate. The objective of the operating partnership’s salary determinations is to attract and retain our named executive officers with the goal of retaining long-term Unitholder value, and the objective of discretionary cash bonuses is for the operating partnership to reward the efforts of our named executive officers on the basis of their annual performance. Equity Awards. Our named executive officers are eligible to participate in the Dorchester Minerals Management LP Equity Incentive Program, as amended and restated as of October 4, 2023 (the “Equity Incentive Program”) and are eligible to receive awards granted by Dorchester Minerals Management GP LLC, the administrator of the Equity Incentive Program, pursuant to the Equity Incentive Program. For 2025, in addition to grants of common units consistent with past practice, in an effort to ensure retention of our named executive officers and to better align our long-term incentive compensation program with those of our peers, the Board of Managers granted to Mr. Ehrman and Ms. Moriyama notional units that vest in three substantially equal annual installments based on Mr. Ehrman’s and Ms. Moriyama’s continued employment. In determining the number of common units and notional units to be awarded to our named executive officers, the Board of Managers took into account the named executive officer’s position, scope of responsibility and value creation in the Partnership.
Response to Say-on-Pay Vote
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | William Casey McManemin | 2025 | 96,000 | - | - | 19,200 | 115,200 | | Former Chairman (3) | 2024 | 96,000 | - | - | 19,200 | 115,200 | | | 2023 | 96,000 | - | - | 19,200 | 115,200 | | Bradley J. Ehrman | 2025 | 445,000 | 340,000 | 778,680 | 70,000 | 1,633,680 | | Chief Executive Officer | 2024 | 415,000 | 282,000 | 993,072 | 69,000 | 1,759,072 | | | 2023 | 400,000 | 245,000 | 880,010 | 66,000 | 1,591,010 | | Leslie A. Moriyama | 2025 | 410,000 | 350,000 | 692,160 | 70,000 | 1,522,160 | | Chief Financial Officer | 2024 | 380,000 | 340,000 | 829,282 | 69,000 | 1,618,282 | | | 2023 | 350,000 | 275,000 | 810,006 | 66,000 | 1,501,006 |
Pay Versus Performance Table (1)
Pay Versus Performance Table (1)
Pay Versus Performance Table (1)
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (2)(3) | | Compensation Actually Paid to PEO (4) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (5) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4) | Total Unitholder Return | Peer Group Total Shareholder Return (6)(7) | XOP Index (6) | Net Income | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | - | $1,633,680 | - | $1,382,540 | $818,680 | $709,687 | $354 | $406 | $216 | $57,352,000 | | 2024 | - | $1,759,072 | - | $1,762,347 | $866,741 | $868,913 | $477 | $445 | $226 | $92,449,000 | | 2023 | $115,200 | $1,591,010 | $115,200 | $1,602,354 | $808,103 | $813,325 | $409 | $319 | $234 | $114,117,000 | | 2022 | $115,200 | $927,277 | $115,200 | $927,277 | $853,172 | $853,172 | $342 | $305 | $232 | $130,607,000 | | 2021 | $115,200 | - | $115,200 | - | $603,680 | $603,680 | $199 | $183 | $164 | $70,174,000 |
Pay Versus Performance Table (1)
Because we did not use any financial or non-financial performance measures to link executive compensation actually paid to company performance, we have not included a tabular list of the most important performance measures in accordance with Item 402(v)(6) of Regulation S-K. Narrative Disclosure to Pay vs. Performance Table:
Pay Versus Performance Table (1)
| (1) We did not use any financial performance measures to link executive compensation actually paid to company performance. Accordingly, we have not included a Company-Selected Measure in the pay versus performance tabular disclosure below. | | (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for William Casey McManemin who served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. | | (3) The dollar amounts reported in column (c) are the annual amounts of total compensation reported for Bradley J. Ehrman who has served as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. | | (4) The dollar amounts reported represent the amount of CAP to the applicable Named Executive Officer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, no adjustments were made to total compensation, as reported in the Summary Compensation Table, for 2021 through 2022 to determine the compensation actually paid because our Named Executive Officers were either granted common units that were fully vested as of the date of grant or, in the case of Mr. McManemin, did not receive any unit awards. However, in 2023-2025, Mr. Ehrman and Ms. Moriyama were granted notional units that vest, subject to the NEO’s continued employment, as follows: 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date and 33.4% on the third anniversary of the grant date. Accordingly, adjustments were made to the total compensation, as reported in the Summary Compensation Table, for 2023-2025 to determine the CAP to Mr. Ehrman and Ms. Moriyama, as detailed in the table below. | | (5) Non-PEO Named Executive Officers total in columns (f) and (g) include the total compensation for Leslie Moriyama and Casey McManemin for 2025, 2024, 2023 and 2022 and Leslie Moriyama and Bradley Ehrman for 2021. | | (6) For 2025, we have changed from the self-selected industry peer group in column (i) to the SPDR S&P Oil & Gas Exploration & Production ETF (“XOP”) in column (j) for comparison of cumulative total shareholder return to the cumulative total unitholder return on our common units in column (h). Due to consolidation within our industry, for 2025 the industry peer group we selected is comprised of the following companies: Black Stone Minerals, L.P., Viper Energy, Inc., and Kimbell Royalty Partners, L.P. Over time, consolidation within the minerals and royalties industry has resulted in a smaller, less stable set of entities, and we believe the XOP index provides a broader and more consistent benchmark for comparison. This change is consistent with the peer group used in our performance graph in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Peer group total shareholder return values for all years in column (i) above have been recalculated using the peer group selected for 2025. | | (7) Total Unitholder Return and Peer Group Total Shareholder Return values assume a $100 investment on December 31, 2020. In the prior year’s pay versus performance disclosure, these values were calculated assuming a $100 investment on December 31, 2019. As a result, values for overlapping years (2021–2024) have been recalculated using the updated measurement period and are not directly comparable to the values disclosed in our 2025 proxy statement. |
Pay Versus Performance Table (1)
| Year | Executive(s) | Summary Compensation Table Total ($) | Subtract Stock Awards ($) | Add Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested ($) | Add Amount Equal to Fair Value as of the Vesting Date for Awards Granted and Vested in Covered Fiscal Year ($) | Add Amount Equal to Change as of the End of Fiscal Year from End of Prior Fiscal Year in Fair Value of Awards Granted in any Prior Fiscal Year that are Outstanding and Unvested Equity Awards ($) | Add Amount Equal to Change as of the Vesting Date from the End of Prior Fiscal Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Subtract Fair Value as of the End of the Prior Year of any Equity Awards Granted in a Prior Year that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | CAP ($) | | 2025 | PEO (2) | 1,633,680 | 778,680 | 402,480 | 389,340 | (157,376) | (106,905) | - | (251,140) | 1,382,540 | | | Non-PEO NEOs | 818,680 | 346,080 | 178,880 | 173,040 | (67,921) | (46,913) | - | (108,993) | 709,687 | | 2024 | PEO (2) | 1,759,072 | 993,072 | 480,952 | 496,536 | 14,180 | 4,680 | - | 3,275 | 1,762,347 | | | Non-PEO NEOs | 866,741 | 414,641 | 200,813 | 207,321 | 6,526 | 2,154 | - | 2,172 | 868,913 | | 2023 | PEO (2) | 1,591,010 | 880,010 | 451,349 | 440,005 | - | - | - | 11,344 | 1,602,354 | | | Non-PEO NEOs | 808,103 | 405,003 | 207,723 | 202,502 | - | - | - | 5,222 | 813,325 | | 2022 | PEO (1) | 115,200 | - | - | - | - | - | - | - | 115,200 | | | PEO (2) | 927,277 | 400,010 | - | 400,010 | - | - | - | - | 927,277 | | | Non-PEO NEOs | 853,172 | 750,015 | - | 750,015 | - | - | - | - | 853,172 | | 2021 | PEO (1) | 115,200 | - | - | - | - | - | - | - | 115,200 | | | Non-PEO NEOs | 603,680 | 396,360 | - | 396,360 | - | - | - | - | 603,680 |
Pay Versus Performance Table (1)
| (1) William Casey McManemin served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
| (2) Bradley J. Ehrman served as the Partnership’s Chief Operating Officer from 2015 to 2022. Mr. Ehrman currently serves as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
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 unitholder return on our common units and (ii) the Partnership’s cumulative return of an industry peer group selected by us. The industry peer group index used for comparison is the SPDR S&P Oil & Gas Exploration & Production ETF (“XOP”). See “Pay Versus Performance” above for an explanation of the change from the prior year’s self-selected peer group. Prior to 2025, the peer group we selected was comprised of the following companies: Black Stone Minerals, L.P., Viper Energy, Inc., and Kimbell Royalty Partners, L.P. Cumulative total returns presented below assume a $100 investment on December 31, 2020. Distributions or dividends reinvested has been assumed on the payment date.
Pay Versus Performance Table (1)
| (1) William Casey McManemin served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
| (2) Bradley J. Ehrman served as the Partnership’s Chief Operating Officer from 2015 to 2022. Mr. Ehrman currently serves as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
CAP VERSUS 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.
Pay Versus Performance Table (1)
| (1) William Casey McManemin served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
| (2) Bradley J. Ehrman served as the Partnership’s Chief Operating Officer from 2015 to 2022. Mr. Ehrman currently serves as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. |
Pay Versus Performance Table (1)
Because we have not used any financial or non-financial performance measures to link executive compensation actually paid to company performance, we have not included a graphical description of the relationship between CAP to our PEO and average CAP to our non-PEO NEOs and a Company-Selected Measure in accordance with Item 402(v)(5) of Regulation S-K. HEDGING POLICY The Partnership’s insider trading policy prohibits each appointed and independent Manager, officer, employee and consultant of the Partnership or any of its affiliates and each entity controlled by any of the foregoing persons from engaging in short sales of the Partnership’s securities, including a “sale against the box” (a sale with delayed delivery). In addition, it prohibits transactions in publicly traded options of the Partnership, such as puts, calls and other derivative securities, on an exchange or in any other organized market. COMPENSATION OF DIRECTORS Appointed Managers receive no remuneration for serving on the Board of Managers, but each member of the Advisory Committee and the Contributor Appointed Manager received an annual retainer fee of $35,000 during 2025, or if the member did not serve the entire year, the pro-rated amount for time served during the period. In addition, members of the Advisory Committee and the Contributor Appointed Manager receive $1,500 for each meeting of any special committees. In 2025, three special committee meetings were held. DIRECTOR COMPENSATION FOR 2025
Pay Versus Performance Table (1)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Allen D. Lassiter | 39,500 | - | 39,500 | | C.W. (“Bill”) Russell (1) | 36,500 | - | 36,500 | | Ronald P. Trout (2) | 12,956 | - | 12,956 | | Sarah N. Wariner (3) | 26,544 | - | 26,544 | | F. Damon Box | 39,500 | - | 39,500 |
Pay Versus Performance Table (1)
| (1) Mr. Russell passed away in October 2025. Mr. Russell’s Annual Retainer Fee was adjusted to reflect the time period in which Mr. Russell served as a Manager during 2025. |
Pay Versus Performance Table (1)
| (2) In March 2025, Mr. Trout informed the Board of Managers of his decision not to stand for re-election at the 2025 Annual Meeting. Mr. Trout’s Annual Retainer Fee was adjusted to reflect the time period in which Mr. Trout served as a Manager during 2025. |
Pay Versus Performance Table (1)
| (3) Ms. Wariner was elected at the May 2025 Annual Meeting. Ms. Wariner’s Annual Retainer Fee was adjusted to reflect the time period in which Ms. Wariner served as a Manager during 2025. |
Pay Versus Performance Table (1)
COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on that review and discussion recommends to the Board of Managers its inclusion in the Proxy Statement. F. Damon Box Allen D. Lassiter Sarah N. Wariner COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of our executive officers serve as a member of the board or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board of Managers or the Advisory Committee. REPORT OF THE AUDIT COMMITTEE As members of the Audit Committee of the Board of Managers, we are responsible for helping to ensure the reliability of the Partnership’s consolidated financial statements. In keeping with this goal, the Board of Managers has adopted a written charter for the Audit Committee to follow. The Audit Committee reviewed and reassessed the charter’s adequacy on February 24, 2026. Independence of Audit Committee Members. All of the members of the Audit Committee are independent as defined by Rule 5605(a)(2) of the NASDAQ Marketplace Rules and the most recent interpretations of those standards. Review and Discussions. The Audit Committee has reviewed and discussed the Partnership’s audited consolidated financial statements with management. It has also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. Additionally, the Audit Committee has received the written disclosures and the letter from the independent accountants at Grant Thornton LLP, as required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526 (Communication With Audit Committees Concerning Independence), and has discussed with the independent accountants their independence. Recommendation to Include Audited Consolidated Financial Statements in Annual Report. Based on the Audit Committee’s discussions with management and the independent accountants and its review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board of Managers include the audited consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. February 24, 2026 Allen D. Lassiter A. Troy Sturrock Sarah N. Wariner CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In 2025, the Partnership and our wholly-owned subsidiaries reimbursed certain direct and indirect expenses to the operating partnership and our general partner. The reimbursements were made pursuant to the Partnership Agreement and Administrative Services Agreement or office lease agreement between the operating partnership and Maecenas Minerals, L.L.P., a wholly-owned subsidiary of the Partnership. No management fees or any other type of compensation is paid by or to any related party, other than compensation reported pursuant to Item 402 of Regulation S-K.
Review, Approval or Ratification of Transactions with Related Persons
Whenever our Partnership Agreement requires that a particular transaction, arrangement or resolution of a conflict of interest be fair and reasonable, the fair and reasonable nature of that transaction, arrangement, or resolution shall be considered in the context of all similar or related transactions. EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD OF MANAGERS Bradley J. Ehrman, age 49, has served as Chief Executive Officer of Dorchester Minerals Management GP LLC since October 2025 and of Dorchester Minerals, L.P. since October 2022. He has also served as Chief Operating Officer of Dorchester Minerals Management GP LLC since May 2015. He previously served as the Chief Operating Officer of Dorchester Minerals, L.P. from May 2015 to October 2022 and the Engineering Manager of Dorchester Minerals Operating LP from 2004 to 2011, Vice President of Operations from 2011 to May 2015 and Chief Operating Officer from May 2015 through the present time. He received a Bachelor of Science degree in Petroleum Engineering from the University of Alberta and received his MBA from the Jones Graduate School of Management at Rice University. Leslie A. Moriyama, age 48, has served as Chief Financial Officer of Dorchester Minerals Management GP LLC and Dorchester Minerals, L.P. since May 2015. She received a Bachelor of Commerce in Accounting and a Bachelor of Arts in Economics from the University of Calgary and is a Chartered Accountant. She previously served as a Director of Capital Markets and Accounting Advisory Services at PricewaterhouseCoopers LLC from 2014 to 2015 and as Manager-Financial Reporting and Director-Accounting of the Mid-Continent Business Unit of Encana Oil & Gas (USA) Inc. from 2008 to 2014. Robert C. Vaughn, age 70, has served as the Chairman of the Board of Managers of Dorchester Minerals Management GP LLC since April 2026. Previously, he served as the Interim Chairman of the Board since October 2025 and has been a Manager since 2001. Mr. Vaughn has served in various capacities with Vaughn Petroleum (DMLP), LLC and affiliated entities since 1979, including as Chairman, President and Chief Executive Officer. He co-founded Republic Royalty Company in 1993 and Dorchester Minerals, L.P. in 2003. He received a Bachelor of Business Administration from the University of Texas at Austin. He currently serves on the Board of Trustees of the Culver Educational Foundation, and the Board of Visitors of the McDonald Observatory and Department of Astronomy of the University of Texas at Austin. Mr. Vaughn also is a co-founder and serves on the Advisory Board of High River Resources, serves on the Board of Directors of the Perot Museum of Nature and Science, and is a member of the Texas Transportation Commission. The members of the general partner of our general partner have determined that Mr. Vaughn’s education and experience as a founder and executive of the Partnership and of other companies within our industry provides our Board of Managers with considerable knowledge and understanding of strategic matters and qualifies him to continue to serve on the Board of Managers. H.C. Allen, Jr., age 87, has served as a manager of Dorchester Minerals Management GP LLC since 2001 and as Chief Financial Officer of Dorchester Minerals Operating GP LLC and Dorchester Minerals, L.P. from 2001 to May 2015. He co-founded SASI Minerals Company, Republic Royalty Company, Spinnaker Royalty Company, L.P. and CERES Resource Partners, LP with Mr. McManemin in 1988, 1993, 1996 and 1998, respectively. He received his Bachelor of Business Administration degree from the University of Texas and his Master of Business Administration degree from the University of North Texas. The members of the general partner of our general partner have determined that Mr. Allen’s business and financial experience with the Partnership and other companies within our industry and his extensive history of managing the majority of the properties held by the Partnership qualifies him to continue to serve on the Board of Managers. F. Damon Box, age 48, has served as a manager of Dorchester Minerals Management GP LLC since October 2024. Mr. Box has over 25 years of experience in corporate finance, mergers & acquisitions, and investing in the energy sector. He has served as a Partner of Carrollton Mineral Partners, LP since 2020. Since 2022, he has also served as Chief Financial Officer to various early-stage companies in the renewable biomass sector. Mr. Box previously served as a Managing Director in the energy investment banking group of Piper Sandler Companies (formerly Simmons & Company International) from 2006 to 2009 and from 2011 to 2020. From 2010 to 2011, he served as Director of Mergers & Acquisitions at Halliburton Company. Mr. Box received a Bachelor of Business Administration with Honors from the University of Texas at Austin. The members of the general partner of our general partner have determined that Mr. Box’s education and experience as an executive of other companies within our industry provides our Board of Managers with considerable knowledge and understanding of strategic matters and qualifies him to serve on the Board of Managers. Lesley R. Carver, age 57, has been a manager of Dorchester Minerals Management GP LLC since January 2024. She received a Bachelor of Science degree in Electrical Engineering from Texas Tech University. She currently serves as the Senior Director of Finance and Systems of Cobalt Management Services and provides financial services to the Board of Directors of Ally’s Wish, a non-profit organization. Prior to her role at Cobalt Management, Ms. Carver served on the Executive Board – Finance at Studio B, a non-profit organization and has held various engineering, operational and project management roles in the telecommunications industry. The members of the general partner of our general partner have determined that Ms. Carver’s financial and engineering experience provides our Board of Managers with considerable knowledge and understanding of the Partnership and qualifies her to serve on the Board of Managers. Albert G. Nance, III, age 61, has served as a manager of Dorchester Minerals Management GP LLC since January 1, 2026. Mr. Nance earned a Bachelor of Arts from the University of Texas at Austin. He currently serves as a Partner and Venture Manager of Garg Oil, a Texas Joint Venture which is a privately owned mineral partnership with a focus on Texas and Oklahoma. Mr. Nance was previously an officer and principal of Tri-C Resources, an independent oil and gas exploration company where he served as Vice President of Land. The members of the general partner of our general partner have determined that Mr. Nance’s education and experience as an executive of other companies within our industry provides our Board of Managers with considerable knowledge and understanding of strategic matters and qualifies him to serve on the Board of Managers. Martha P. Rochelle, age 73, has served as a manager of Dorchester Minerals Management GP LLC since 2013. Ms. Rochelle earned a Bachelor of Arts with High Honors from the University of Texas and a Juris Doctor from Southern Methodist University School of Law. Following law school, she clerked for a federal judge and then entered private practice. For a period of more than twenty years, her practice focused on corporate and tax-exempt finance. Ms. Rochelle continues to serve as an advisor to tax-exempt entities. The members of the general partner of our general partner have determined that Ms. Rochelle’s extensive legal experience in corporate and finance matters and other business experience qualifies her to continue to serve on the Board of Managers.
WHO WILL BE APPOINTED TO THE ADVISORY COMMITTEE
WHO WILL BE APPOINTED TO THE ADVISORY COMMITTEE Unitholders are entitled to elect three managers to the Board of Managers who will also be appointed to serve on the Advisory Committee. Nominations for the election of these managers listed below were made by the members of the general partner of our general partner and approved by its Board of Managers. If elected, all nominees are expected to serve until the 2027 Annual Meeting of Limited Partners or until their successors are duly elected. NOMINEES FOR ELECTION Allen D. Lassiter, age 77, has served as a manager and an Advisory Committee Member of Dorchester Minerals Management GP LLC since November 2017. He served as Vice Chairman - Investment Banking from 2016 to 2017 and as Managing Director and Energy Group Head from 1994 to 2016 at Raymond James and Associates, Inc., an investment banking firm. Mr. Lassiter previously served as Managing Director and Group Head of Southwest Investment Banking for Kemper Securities, Inc. from 1992 to 1994 and in various positions, including Managing Director and Energy Investment Banking Group Co-Head at Smith Barney, Inc. from 1973 to 1992. Mr. Lassiter received a Bachelor of Arts degree from the University of North Carolina and a Master of Business Administration degree from the Wharton School of Finance at the University of Pennsylvania. The members of the general partner of our general partner have determined that Mr. Lassiter’s extensive experience in financial advisory work with, and financial transactions for, companies engaged in the oil and gas industry, qualify him to continue to serve on our Board of Managers. A. Troy Sturrock, age 55, has served as a manager and Advisory Committee Member of Dorchester Minerals Management GP LLC since February 2026. Mr. Sturrock has served as the Group Senior Vice President, Controller and Principal Accounting Officer of LE GP, LLC, the general partner of Energy Transfer LP, since September 2022. Mr. Sturrock previously served as Senior Vice President, Controller and Principal Accounting Officer of various affiliated companies of Energy Transfer since June 2015. Mr. Sturrock is a Certified Public Accountant. The members of the general partner of our general partner have determined that Mr. Sturrock’s education and experience as an executive of other companies within our industry provides our Board of Managers with considerable knowledge and understanding of strategic and financial matters and qualifies him to serve on the Board of Managers. Sarah N. Wariner, age 45, currently serves as the Deputy General Counsel and Senior Vice President, Global Litigation at the Jacobs Engineering Group. Prior to her current role, Ms. Wariner was employed at the Jacobs Engineering Group as Deputy General Counsel and Vice President, Global Litigation from 2022 until her promotion in 2025. Before joining Jacobs Engineering Group, Ms. Wariner served as Assistant General Counsel and Vice President at JP Morgan Chase & Co. from 2021 to 2022. Ms. Wariner was a Member at the law firm Clark Hill PLC from 2018-2021 and practiced at its predecessor firm between 2012 to 2018. Ms. Wariner received a Bachelor of Business Administration from Baylor University and a Juris Doctorate from the Wake Forest University School of Law. The members of the general partner of our general partner have determined that Ms. Wariner’s extensive experience advising on board matters and financial and accounting background brings considerable financial experience to the Board of Managers and qualifies her to serve on our Board of Managers. THE BOARD OF MANAGERS RECOMMENDS THAT UNITHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE BOARD OF MANAGERS’ NOMINEES.