Governance

Board of Directors

In 2021, Texas Pacific transitioned from a business trust to a Delaware corporation allowing for enhanced governance.

Texas Pacific Land Trust (the “Trust”) was organized under a Declaration of Trust, dated February 1, 1888, to receive and hold title to extensive tracts of land in the State of Texas, previously the property of the Texas and Pacific Railway Company. The Trust was managed by three trustees empowered under the Declaration of Trust to manage the lands with all the powers of an absolute owner.  Trustees were elected by the sub-share certificate holders following the death or resignation of a trustee.  After 132 years of operating as a business trust, the Trustees of the Trust, with the recommendation of a Conversion Exploration Committee, determined that it was in the best interest of the sub-share certificate holders to reorganize the Trust into a corporation following the laws of the State of Delaware.  Accordingly, on January 11, 2021, all of the assets, rights, powers, liabilities, and obligations of the Trust were conveyed to Texas Pacific Land Corporation and Trust sub-share certificates were exchanged for common stock in TPL. 

Oversight and accountability for TPL now resides with our nine-member Board of Directors. They ensure TPL’s business is conducted with the highest levels of integrity, ethics, and responsibility to build strong corporate governance and achieve long-term financial value. This governance body works to ensure our business operations are also conducted in accordance with our ESG program standards. The Board has three standing committees that help oversee the Company’s business: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. 

The committees are as follows with assigned membership—all representing independent directors.

Committee Members:

  • Donna E. Epps, Chair
  • Barbara J. Duganier
  • Eric L. Oliver

Committee Members:

  • General Donald G. Cook, Chair
  • Donna E. Epps
  • Murray Stahl

Committee Members:

  • Barbara J. Duganier, Chair
  • General Donald G. Cook
  • Dana F. McGinnis

A Distinguished Board

Each board committee member brings distinguished skills and capabilities enabling oversight of the strategies driving our long-term growth, economic performance, and sustainability and ESG goals.

Examples include:

  • Leadership / public company governance
  • Real estate and energy development
  • Company knowledge and experience
  • Financial expertise
  • Risk management
  • Talent management / executive compensation
  • Regulatory and legal compliance

Texas Pacific has separate independent Co-Chairmen, and the majority of Board members are independent. All standing committees are comprised entirely of independent directors, and our independent directors meet regularly in executive session. TPL continues to assess how it can strategically set goals and targets that ensure the diversity of our board members.

The Framework for Governance

When TPL converted to a corporation from a business trust in 2021, the new Board approved and adopted Corporate Governance Guidelines that provide the framework for the governance of the Company, including oversight and stewardship of our ESG strategies. The Corporate Governance Guidelines, along with the charters of our Audit, Compensation and Nominating and Corporate Governance Committees and our Code of Business Conduct and Ethics, are available on our website at www.TexasPacific.com on our Investor Relations page under the heading “Governance Documents.”

Operations and Risk Management

Our Board of Directors is responsible for overseeing the Company’s operations, including its strategy, risk management, and performance of management, to assure alignment with the interests of all stakeholders.

Our Board of Directors reviews and assesses material risks, including strategic, operational, IT and cyber security, human capital, and compliance. The Board regularly reviews the Company’s performance with management at quarterly in-person meetings.

ESG Leadership and Management Oversight

As ESG and sustainability issues continue to morph and grow, TPL created an internal ESG oversight framework comprised of leadership and employee subject matter experts.

Beginning at the Executive Level, TPL’s ESG Leadership Committee provides critical oversight and direction regarding our ESG and sustainability business strategies.

Our ESG Working Committee, comprised of our cross-functional subject matter experts, offers division-specific knowledge and accountability as it relates to the ongoing development and evaluation of our initiatives.

Board of Directors

Director and Co-Chair

David E. Barry

Director and Co-Chair of the Board of Directors

John R. Norris III

Director and Co-Chair of the Board of Directors
Audit Committee

Donna E. Epps

Committee Chair

Barbara J. Duganier

Eric L. Oliver

Nominating and Governance Committee

General Donald G. Cook

Committee Chair

Donna E. Epps

Murray Stahl

Compensation Committee

Barbara J. Duganier

Committee Chair

General Donald G. Cook

Dana F. McGinnis

Board of Directors

ESG Executive Leadership Committee

Tyler Glover

CEO

Chris Steddum

CFO

Michael Dobbs

SVP & General Counsel
ESG Working Committee
VP Corporate Strategy Land Director VP Finance & IR
HSE Manager HR Director
Director of Operations Sox Compliance Mgr Chief Accounting Officer

Disclosure and Transparency

We are committed to providing timely and accurate disclosures to the investment community to foster a better understanding of our strategy and performance. To this end, our disclosures include:

  • Press releases, dividend announcements, earnings releases and earnings conference calls, among other activities.
  • Detailed disclosures regarding our portfolio.
  • Full disclosure and analysis of executive compensation.

Business Ethics and Transparency

TPL maintains an Employee Handbook and a Code of Business Conduct and Ethics (Code of Conduct) that reflect up-to-date ethics and compliance expectations. The Employee Handbook includes a Policy for Reporting Concerns, Insider Trading Policy, and Related Person Transaction Policy. The Policy for Reporting Concerns outlines how employees are enabled and empowered to anonymously report ethics and compliance concerns through a Whistleblower Program.

Additionally, to ensure continued compliance and employee awareness, TPL mandates employee training for anti-bribery & antitrust and workplace ethics. On an annual basis, employees must read and acknowledge TPL’s Code of Conduct. Additionally, third-party contractors are required to read and acknowledge the Code of Conduct as part of their employment standards.

Our Code of Conduct confirms:

  • The prohibition of certain activities which could result in actual or potential conflicts of interest, including insider trading.
  • The prohibition of bribery.
  • The prohibition of facilitation payments.
  • Texas Pacific’s Gifts and Entertainment Policy.
  • Texas Pacific’s Political Contributions Policy.
  • All employees are required to undertake training annually or whenever there are changes to key provisions or updates.
  • Any ethics or compliance concerns can be initiated through our Whistleblower link / hotline, which directs these concerns to the proper HR resources. The Company prohibits any retaliation against any employee who in good faith reports a violation of this Code or any of the Company’s policies.

Governance Training Activities

  • Supervisor Management Training
  • Code of Conduct acknowledgment
  • Diversity Equity and Inclusion
  • Discrimination and Anti-Harassment
  • Anti-bribery and Anti-Trust in the Workplace

Stockholder Engagement

We acknowledge and value the importance of our shareholders, and the trust they place in us to act as stewards of the company. We are committed to providing relevant disclosures and information to help them understand and analyze our business. We believe it is important to communicate regularly with all of our investors and analysts and invite them to engage on all relevant topics of interest. We utilize a variety of communication and disclosure practices to maintain consistent, transparent engagement.

Contractor / Supplier Engagement

Texas Pacific maintains a strong relationship with third-party contractors. This is critical as contractors are an extension of our company’s brand and reputation. We enable contractor attendance at company-sponsored safety exercises and events, including safety training meetings and/or stand-downs. This allows contractors to be well-informed, well-trained, committed, and capable of managing potentially dangerous and/or emergency situations.

COVID-19 Safety Plans

During COVID-19, TPL engaged with contractors to determine their level of response to pandemic concerns and management of Coronavirus cases. We sent a questionnaire to contractors asking them to report their COVID-19 response plans-- questions such as ‘Have you had any presumptive or positive cases of COVID-19 in any of your facilities?This due diligence enabled us to gauge contractor’s responses and proactive mitigation efforts in the interest of protecting both the contractor and TPL employees.

Other Notable Contractor Engagements

  • TPL recognizes the importance of managing contractors’ performance through stringent requirements for health and safety plans and safety training. TPL has designed internal documents to gather and manage information about contractor performance in a variety of areas, including health and safety.
  • TPL communicates incident and emergency response expectations to contractors and requires them to notify TPL in the event of a safety or environmental incident.