D. Mark DeWalch
About D. Mark DeWalch
Independent director of Black Stone Minerals GP, L.L.C. since March 2015; age 63 as of the 2025 Annual Meeting. Former Executive Vice President and Chief Financial Officer of DeWalch Technologies, Inc. (1993–2022) and current President of DeWalch Holdings LLC, DeWalch Investments, LLC, and DeWalch Diversified LP; prior career in commercial banking at Irving Trust Company in New York. Holds B.B.A. and M.B.A. degrees from the University of Texas at Austin; brings financial expertise and an operator’s perspective to the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Stone Natural Resources, L.L.C. (former GP of predecessor) | Director | 2009–2015 | Governance continuity from predecessor to current GP |
| DeWalch Technologies, Inc. | Executive Vice President & CFO; Director; Co-owner | CFO 1993–2022; Director 1985–2022 | Finance leadership and operating experience |
| DeWalch Holdings LLC | President; Co-owner | Ongoing | Strategic oversight of family investment entities |
| DeWalch Investments, LLC | President & Manager | Ongoing | Investment management |
| DeWalch Diversified LP and related entities | President | Ongoing | Asset stewardship |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Texas Children’s Hospital | Board Member | Ongoing |
| South Texas College of Law | Board of Visitors | Ongoing |
Board Governance
- Independence: Proxy states all non‑management directors meet NYSE independence; non‑management executive sessions led by a Lead Director (Carin M. Barth).
- Committee assignments: Nominating & Governance Committee member (chair: William N. Mathis).
- Board leadership and engagement: Combined CEO/Chair structure; Lead Independent Director framework; executive sessions held regularly.
- Attendance: In 2024, Board met 6 times; Nominating & Governance Committee met 4 times; all incumbent directors attended ≥75% of aggregate Board and committee meetings; all incumbent directors attended the 2024 annual meeting.
Fixed Compensation (Director)
| Component | Terms/Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 (2024) | Standard for non-employee directors; paid quarterly in arrears; no meeting fees. |
| Equity grant | $198,881 grant-date fair value (fully vested common units; 2024) | Annual director equity (~$200,000) paid in arrears; fully vested on grant. |
| Total (2024) | $273,881 | Mix of cash and fully vested equity. |
| Form of retainer | Elected units in lieu of cash | DeWalch elected to receive all retainer/fees in common units. |
Performance Compensation (Director)
- None; director equity awards are fully vested common units (no performance conditions).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy (none listed for DeWalch). |
| Private/non-profit boards | Texas Children’s Hospital (board); South Texas College of Law (board of visitors). |
| Potential interlocks with competitors/suppliers/customers | None disclosed involving DeWalch. |
Expertise & Qualifications
- Financial expertise from commercial banking and long-tenured CFO role in an operating company; Board notes he “provides valuable financial expertise” and operational perspective.
- Industry familiarity via predecessor governance role; supports Nominating & Governance oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common units) | 980,161 units; less than 1% of outstanding common units. |
| Ownership breakdown | Shared voting/investment over 40,809 units (trust), 558,522 units (family limited partnership), and 6,749 units (spouse). |
| Director ownership guidelines | Non‑employee directors required to hold 5x annual retainer; all officers and non‑employee directors were in compliance or on track as of 12/31/2024. |
| Hedging/derivatives policy | Company prohibits hedging/monetization or derivative transactions by directors. |
Governance Assessment
- Alignment: High beneficial ownership and election to receive retainer in units signal strong alignment with unitholder interests; compliance with robust ownership guidelines.
- Committee role: Service on Nominating & Governance Committee supports board composition, ESG policy oversight via the committee’s remit.
- Independence: Proxy affirms non‑management director independence; executive sessions and Lead Director structure enhance oversight despite combined CEO/Chair roles.
- Engagement: Attendance thresholds met across Board/committees; directors attended the annual meeting.
- Conflicts/related parties: Proxy discloses certain Carter family employment relationships; no related‑party transactions or familial ties involving DeWalch are disclosed, and the proxy states no family relationships among directors/executives.
- Compensation structure: Director pay is straightforward (cash retainer plus fully vested equity); absence of meeting fees and use of independent compensation consultant for executive/director programs supports governance best practices.
RED FLAGS
- None disclosed specific to DeWalch (no related‑party transactions, pledging, or hedging; independence and attendance frameworks in place).