Carin M. Barth
About Carin M. Barth
Carin M. Barth (age 62) has served as an independent director of Black Stone Minerals GP, L.L.C., the general partner of Black Stone Minerals, L.P., since March 2015. She is the Board’s Lead Director (initially elected in 2020), Audit Committee Chair, and is designated as the Board’s “audit committee financial expert.” She is President of LB Capital, Inc. (co-founded in 1988; President since 2005), and previously served as CFO of the U.S. Department of Housing and Urban Development (2004–2005). She holds a B.S. from the University of Alabama (summa cum laude) and an MBA from Vanderbilt’s Owen Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Housing and Urban Development | Chief Financial Officer | 2004–2005 | Federal CFO experience supporting “financial expert” status on Audit Committee |
| Texas Southern University | Interim SVP Finance & Administration (CFO) | Sep 2006–Jul 2007 | Oversight of finance and administration |
| LB Capital, Inc. | Co-founder; President | Co-founded 1988; President since 2005 | Private capital investing, M&A and finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enterprise Products Holdings LLC | Director | Since 2015 | Midstream; relevant energy governance/finance expertise |
| Group 1 Automotive, Inc. | Director | Since 2017 | Public company board experience |
| The Welch Foundation | Trustee | Since 2012 | Philanthropic science foundation |
| Mountain Capital Management, LLC | Operating Partner | Since 2022 | Energy-focused private equity; serves on a portfolio company board |
| BBVA USA Bancshares, Inc. | Director | Jan 2020–May 2021 | Banking governance experience |
| Halcón Resources Corporation | Director | Apr 2019–Oct 2019 | E&P board experience |
| Western Refining, Inc. | Director | 2006–2016 | Refining governance experience |
| Bill Barrett Corporation | Director | 2012–2016 | E&P governance experience |
Board Governance
- Independence: The Board determined Ms. Barth is independent under NYSE rules .
- Lead Independent Director: Presides over executive sessions; initially elected in 2020; serves two-year terms .
- Committee assignments: Audit Committee (Chair); recognized “audit committee financial expert.” ESG Task Force member (task force reports to Nominating & Governance Committee) .
- Board structure: Combined CEO/Chair model with strong Lead Director counterbalance .
- Attendance and engagement: In 2024, the Board held 6 meetings; Audit 8; Compensation 4; Nominating & Governance 4. All incumbent directors attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Majority voting and engagement: Majority Voting Policy in uncontested elections; tendered resignation required if “majority withheld vote.” Say-on-Pay supported by ~98% of votes in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $75,000 | Non-employee director retainer |
| Lead Director retainer | $25,000 | Additional annual retainer for Lead Director |
| Audit Committee Chair retainer | $20,000 | Additional annual retainer for chairing Audit |
| Meeting fees | None | No per-meeting fees; travel/education expenses reimbursed |
| 2024 fees earned (cash) | $125,000 | As reported for Ms. Barth |
| 2024 equity award (fully vested units) | $198,881 | Annual director grant; fully vested common units |
Directors may elect to receive retainers in fully vested common units; annual equity-based compensation is ~ $200,000, paid in arrears and proportionally adjusted for partial years. New directors receive a one-time ~$100,000 equity award .
Performance Compensation
- Directors receive fully vested common units rather than performance-based equity; no options or performance conditions are used for director compensation .
Other Directorships & Interlocks
- Current public boards: Enterprise Products Holdings LLC; Group 1 Automotive, Inc. .
- Private/other roles: Operating Partner, Mountain Capital (energy private equity); Trustee, The Welch Foundation .
- Interlock considerations: Enterprise Products Holdings (midstream) operates in energy value chain adjacent to BSM’s minerals/royalty model; no BSM-related party transactions disclosed involving Ms. Barth .
Expertise & Qualifications
- Financial expert: Designated “audit committee financial expert”; extensive CFO experience (HUD; interim CFO at Texas Southern University) .
- Capital markets/M&A: President of LB Capital; board experience across energy and industrials .
- Governance leadership: Lead Director; chairs Audit; member ESG Task Force .
- Education: B.S., University of Alabama (summa cum laude); MBA, Vanderbilt (Owen) .
Equity Ownership
| Measure | Value |
|---|---|
| Common units beneficially owned | 128,192 common units (<1%) |
| Pledging/hedging | Company policy prohibits hedging/monetization transactions in BSM securities; no pledging disclosure for Ms. Barth in proxy |
| Director ownership guideline | 5x annual retainer (non-employee director); all such directors were in compliance or on track as of 12/31/2024 |
Governance Assessment
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Strengths
- Independent Lead Director with agenda-setting role for executive sessions; provides counterbalance to combined CEO/Chair structure .
- Audit Chair with “financial expert” designation; enhances financial reporting oversight .
- Strong engagement: Board and committee workloads disclosed; all directors ≥75% attendance; full attendance at 2024 annual meeting .
- Director pay mix aligned to unitholders via fully vested equity; clear cash retainer structure .
- Robust policies: Majority Voting Policy; hedging prohibition; clawback policy in place (executive compensation); high Say-on-Pay support (~98%) signaling investor alignment .
-
Watch items / potential conflicts
- External role at Enterprise Products Holdings LLC (midstream) suggests adjacent-industry interlocks; monitor for potential conflicts in transactions; no related-party transactions disclosed for Ms. Barth .
- Combined CEO/Chair model relies on Lead Director efficacy; current structure offset by regular executive sessions led by Ms. Barth .
-
No red flags identified
- No attendance shortfalls; no related-party transactions involving Ms. Barth; no hedging activity permitted; director equity is fully vested and transparent .