Ashley J. Longmaid
About Ashley J. Longmaid
Independent director of Black Stone Minerals GP, L.L.C. since March 2024; age 47 as of the 2025 Annual Meeting. Background spans operations and entrepreneurship: Director of Operations at Burr Yacht Sales South (since 2015), founder of C Level Aviation LLC (formed 2020; part owner of Sky Blue Jet Aviation), operator of Longmaid Charters (2005–2020), and earlier a financial advisor at Morgan Stanley Dean Witter in Boston. Holds a B.S. from Roger Williams University; the Board cites his operating experience and family’s multi‑generational ownership in BSM and predecessors as qualifications. Determined independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Longmaid Charters, LLC | Operator | 2005–2020 | Built/ran marine charter operations; entrepreneurial operating experience |
| Morgan Stanley Dean Witter (Boston) | Financial Advisor | Prior to 2005 | Finance background; client advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burr Yacht Sales South (Stuart, FL) | Director of Operations | 2015–Present | Marine sales operations |
| C Level Aviation LLC / Sky Blue Jet Aviation | Founder; part owner | Formed 2020; ongoing | Flight school, service center, aircraft dealer/broker (Palm Beach & Sebastian, FL) |
| The Pine School (Hobe Sound, FL) | Board of Trustees | Ongoing | Non‑profit/academic governance role |
| Winter Harbor Yacht Club (ME) | Committee Member | Ongoing | Community governance role |
Board Governance
- Independence: The Board determined Mr. Longmaid is independent under NYSE rules; participates in regular executive sessions of non‑management directors. Carin M. Barth serves as Lead Director.
- Committee assignments: Member, Compensation Committee (Chair: Alexander D. Stuart). Not on Audit or Nominating & Governance committees.
- Attendance: In FY2024 the Board held 6 meetings; Audit 8; Compensation 4; Nominating & Governance 4. All incumbent directors attended at least 75% of applicable meetings.
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit Committee | No | No |
| Compensation Committee | Yes (member; Chair = A. D. Stuart) | Yes (member; Chair = A. D. Stuart) |
| Nominating & Governance Committee | No | No |
Fixed Compensation
- Director cash retainer structure: $75,000 annual base; Lead Director +$25,000; Audit Chair +$20,000; Compensation Chair +$15,000; other committee chairs +$10,000; no meeting fees; retainers payable in cash or elective fully vested units.
- Mr. Longmaid’s FY2024 (partial‑year) compensation:
| Component | FY2024 Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 57,692 |
| Unit Awards (initial grant) | 98,479 |
| Total | 156,172 |
Performance Compensation
- Annual director equity: Fully vested common units with ~$200,000 grant date value, paid in arrears and prorated for partial years; new directors receive a one‑time initial $100,000 award. Mr. Longmaid received the initial award in April 2024 ($100k reported as $98,479). No options are granted to directors.
- Ownership guidelines: Non‑employee directors must hold units equal to 5× annual retainer; compliance within five years of appointment. As of 12/31/2024, all current officers and non‑employee directors were compliant or on track.
- Hedging prohibition: Insider trading policy prohibits hedging or monetization transactions in BSM securities.
| Metric | Policy | Mr. Longmaid Status |
|---|---|---|
| Annual director equity grant | Fully vested common units; ~$200,000 value, prorated | Initial grant paid April 2024 ($98,479) |
| New director initial grant | ~$100,000 | Received April 2024 |
| Stock options | Not granted to directors | None |
| Ownership guideline | 5× annual retainer; 5‑year compliance window | Directors compliant or on track as of 12/31/2024 |
| Hedging | Prohibited | Applies to directors |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Longmaid.
- Related‑party transactions: None involving Mr. Longmaid in the last fiscal year; 8‑K notes no Item 404(a) transactions and no family relationships with GP officers; appointed to Compensation Committee.
| Company/Entity | Type | Relationship/Transaction | Disclosure |
|---|---|---|---|
| — | — | No public company directorships | None disclosed |
| BSM/GP | Related‑party transactions | None requiring Item 404(a) disclosure | None; standard director compensation |
Expertise & Qualifications
- Operating and entrepreneurial experience in marine and aviation sectors (Burr Yacht Sales South; C Level Aviation; Longmaid Charters).
- Finance exposure (former Morgan Stanley financial advisor).
- Governance participation in non‑profit/academic organizations (The Pine School; WHYC).
- Board cites “family’s multi‑generational ownership” and private company operating experience as contributing to qualification.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (Common Units) | 123,942 | 134,208 |
| % of Common Units Outstanding | <1% | <1% |
| Unvested Director Units (as of 12/31) | None held by non‑employee directors | None held by non‑employee directors |
Notes:
- Record dates: 2024 table as of April 15, 2024; 2025 table as of April 14, 2025.
- Insider trading policy bans hedging; pledging was not specifically addressed in disclosed policy; no pledging by Mr. Longmaid is disclosed.
Compensation Committee Analysis
- Composition: Chair Alexander D. Stuart; members Michael C. Linn and Ashley J. Longmaid (all independent).
- Consultant: FW Cook engaged directly by the Compensation Committee; independence affirmed; limited scope to executive/director compensation.
- Committee authorities: Sets CEO/exec pay, administers incentive/equity plans, reviews director compensation, and oversees clawback policy.
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting Year | Say‑on‑Pay Approval |
|---|---|
| 2023 (reported in 2024 proxy) | Over 98% approval |
| 2024 (reported in 2025 proxy) | Nearly 98% approval |
Governance Assessment
- Strengths: Independent director with Compensation Committee seat; no related‑party transactions; high say‑on‑pay support suggests investor confidence in pay practices; equity‑based director compensation and ownership guidelines enhance alignment; hedging prohibited.
- Alignment: Holds meaningful units (134,208 as of April 2025), with annual fully vested unit grants; ownership guideline at 5× retainer and directors compliant/on track enhances skin‑in‑the‑game.
- Oversight: Lead Independent Director in place; regular executive sessions; Compensation Committee uses independent consultant (FW Cook) and retains full authority over pay programs and clawbacks.
- Watch items: Limited public‑company board experience; committee service concentrated in Compensation (no Audit/Nominating roles). Attendance disclosure is aggregate (≥75%) rather than individual, limiting transparency on director‑specific engagement.