Alexander D. Stuart
About Alexander D. Stuart
Independent director of Black Stone Minerals GP, L.L.C. since March 2015; age 74 as of the 2025 Annual Meeting. Background includes President of North Star Investments (since 2004) and Managing Partner of RDS Investments (since 2005). Education: A.B. from Princeton University and M.B.A. from Harvard Business School. Board determined him independent under NYSE rules; he chairs the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Stone Natural Resources, L.L.C. (BSNR) | Director | 1990–2015 | Governance experience in predecessor entity |
| Black Stone Minerals GP, L.L.C. | Director | Since Mar 2015 | Compensation Committee Chair (current) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lake Forest College | Trustee | Since 2012 | Finance & Endowment Committees |
| Art Institute of Chicago | Trustee | Since 2024 | Finance & Endowment Committees |
| Northwestern Lake Forest Hospital | Director | Since 2006 | — |
Board Governance
- Committee assignments: Compensation Committee Chair; not on Audit or Nominating & Governance committees (current roster) .
- Independence: Board determined Mr. Stuart is independent under NYSE rules .
- Attendance: In 2024, Board met 6x; Audit 8x; Compensation 4x; Nominating & Governance 4x; all incumbent directors attended at least 75% of the meetings on which they served and all attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet regularly; Lead Director (Carin M. Barth) presides; all non-management directors are independent .
- Risk oversight: Compensation Committee reviews incentive compensation and risk alignment; Audit oversees financial risk; Board oversees ESG and cybersecurity .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual Base Retainer (Cash) | $75,000 (or director-elected equivalent in fully vested common units) |
| Committee Chair Fee – Compensation | $15,000 |
| Total Fees Earned for Mr. Stuart | $90,000 (elected to receive retainers in fully vested common units in lieu of cash) |
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Annual Equity Grant to Non-Employee Directors (Fully Vested Common Units) – Grant Date Fair Value | $198,881 |
| Vesting Terms | Fully vested at grant; paid in arrears; annual target ~ $200,000; initial one-time grant ~$100,000 for first-time directors (not applicable to Mr. Stuart in 2024) |
| Unvested Director Units at 12/31/2024 | None for non-employee directors |
No director performance metrics (TSR, EBITDA, ESG) are disclosed for director equity; awards are fully vested units under the Prior LTIP .
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Stuart .
- Non-profit/academic boards: Lake Forest College; Art Institute of Chicago; Northwestern Lake Forest Hospital (see External Roles) .
- Interlocks/conflicts: No related-party transactions disclosed involving Mr. Stuart; conflicts are reviewed by a conflicts committee as necessary, composed of independent directors per NYSE and Partnership Agreement .
Expertise & Qualifications
- Investment management and multi-asset allocation experience via North Star Investments and RDS Investments; long-standing board governance experience from BSNR and BSM GP .
- Advanced finance and management credentials (Princeton A.B.; Harvard MBA) .
- Board’s stated rationale: investment management experience and prior directorship qualify him to serve .
Equity Ownership
| Holder | Common Units Beneficially Owned | % of Common Units | As-of Date |
|---|---|---|---|
| Alexander D. Stuart | 6,589,706 | 3.1% | April 14, 2025 |
- Ownership guidelines: Non-Employee Director guideline = 5x annual retainer; as of 12/31/2024, all officers and non-employee directors were in compliance or on track within required timeframe .
- Hedging policy: Prohibits directors, officers, employees, and consultants from hedging or monetization transactions involving Partnership securities; derivative transactions are prohibited (except settling awards under equity plans) .
Governance Assessment
- Positive alignment: Significant beneficial ownership (6.59M units; 3.1%) aligns incentives with unitholders .
- Committee leadership: As Compensation Committee Chair, Mr. Stuart oversees CEO and executive pay, equity plans, director compensation, clawback policy administration, and risk review of incentive designs; committee members are independent .
- Pay oversight quality: Committee engages independent consultant FW Cook; fees <1% of FW Cook’s total income; no personal relationships or unit ownership by consultants; independence reviewed annually .
- Shareholder support: Say-on-Pay approval ~98% in 2024; Committee made no material changes to NEO programs in 2024 based on strong support .
- Attendance and engagement: Meets attendance expectations (≥75%) and attended 2024 annual meeting .
- Controls and safeguards: Clawback policy amended in Oct 2023 per SEC/NYSE rules; insider trading policy restricts hedging/monetization; executive sessions led by independent Lead Director .
- Watch items: Combined CEO/Chairman structure persists (mitigated by Lead Director and executive sessions); monitor ongoing independence, conflicts processes, and any changes under the 2025 LTIP .
Insider trading data: Attempted Form 4 retrieval for Mr. Stuart (2024–2025) via insider-trades skill, but an API authorization error prevented access; current insider transaction details not included. (Tool attempt documented; no company citation available.)