Fowler T. Carter
About Fowler T. Carter
Fowler T. Carter is Senior Vice President, Corporate Development at Black Stone Minerals GP, L.L.C. (the General Partner of BSM), promoted in February 2025 after serving as Vice President, Business Development from March 2024; he has been with the Partnership since 2010 and previously worked in restructuring, valuation, and transactional advisory at Opportune Consulting . He is 45 years old and holds an MBA from the University of Saint Thomas and a BBA from Saint Edwards University . Company performance context: BSM’s 2024 adjusted EBITDAX was $381.302 million vs a $376.668 million target (driving a 104.1% payout factor for the STI program) ; cumulative value of a $100 investment rose to $187 for 2024 (S&P Oil & Gas E&P peer index $159) with net income of $271,326k and distributable cash flow of $349,446k . In 2024, BSM disclosed Fowler’s total compensation of $483,369 and identified his related-party status as the son of CEO/Chairman Thomas L. Carter, Jr. .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Black Stone Minerals GP, L.L.C. | Senior Vice President, Corporate Development | Feb 2025–present | Corporate development leadership (specific initiatives not disclosed) |
| Black Stone Minerals GP, L.L.C. | Vice President, Business Development | Mar 2024–Feb 2025 | Business development responsibilities (not detailed) |
| Black Stone Minerals (Partnership) | Various roles | 2010–2024 | Not disclosed |
| Opportune Consulting | Associate (Restructuring, Valuation, Transaction Advisory) | Pre-2010 | Transaction advisory background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Joy School | Board of Trustees | Current | Non-profit board service |
| Episcopal High School | Board of Trustees | Current | Non-profit board service |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Total compensation ($) | $483,369 | Base salary, bonus and award detail for Fowler not separately disclosed; company provided aggregate total compensation for 2024 |
Performance Compensation
Company-wide STI and LTI mechanics that drive executive incentives:
- STI (annual bonus): Based on adjusted EBITDAX versus budget; threshold 70%→50% payout, target 100%→100% payout, maximum ≥130%→200% payout .
- 2024 STI outcome: Target adjusted EBITDAX $376.668m; actual $381.302m; payout factor ~104.1% .
- LTI performance units: Three-year performance on per-unit production and per-unit proved reserves; earn-out 0–200% with threshold 70%, target 100%, maximum ≥130% .
- 2022 LTI performance unit payout (settled Feb 2025): Overall 99.70% of target based on three-year average .
| Metric | Target | Actual | Payout/Weighting | Vesting |
|---|---|---|---|---|
| Adjusted EBITDAX (2024 STI) ($mm) | $376.668 | $381.302 | 104.1% payout factor | STI paid annually |
| LTI Performance Units – average performance (2022 cycle) (%) | 100 | 99.82 | 99.70% of target | 3-year performance; settled Feb 2025 |
Note: STI/LTI program terms shown at the company level. Fowler’s individual bonus targets/awards were not disclosed; as an SVP he participates in equity programs, with unvested restricted units disclosed below .
Equity Ownership & Alignment
| Item | Amount | Detail/Timing |
|---|---|---|
| Beneficial ownership – common units | 46,779 units | Includes direct/indirect holdings as disclosed |
| Unvested restricted common units | 23,615 units | Unvested equity component within beneficial ownership |
| Ownership as % of common units outstanding | ~0.022% (46,779 / 211,636,423) | Computed using disclosed total common units outstanding as of record date |
| Ownership guidelines | SVP: 3x annualized base salary | Compliance assessed annually; officers and non-employee directors were in compliance or on track as of 12/31/2024 (role statuses reflect that date) |
| Hedging/derivatives policy | Hedging and monetization transactions prohibited; option/SAR-like transactions prohibited; awards under the LTIP exempt for settlement/exercise | |
| Clawback | Incentive Compensation Recoupment Policy amended Oct 2023 to comply with SEC/NYSE; enables recoupment upon required restatements |
Employment Terms
No individual severance agreement for Fowler was disclosed in the proxy. For comparison, the Partnership’s severance framework for NEOs provides:
- Severance multiples: CEO 2.0x (3.0x CIC), SVPs 1.0x (2.0x CIC) of base+target bonus; pro-rata target bonus; COBRA reimbursement for 12 months (24 months CIC) .
- Definitions: “Cause,” “Good Reason,” “Change in Control,” “Qualifying Termination” as specified .
- Equity treatment: Pro-rata vesting or acceleration for LTI units upon qualifying termination; full vesting for death/disability or within 24 months post-CIC per award agreements .
- Non-compete/non-solicit: Restrictive covenants apply; duration typically one year (CEO two years) post-termination .
Board Governance (Service History, Committees, Dual-role Implications)
- BSM directors listed in the proxy do not include Fowler; he is disclosed as an executive officer and not a director of the General Partner’s Board . Committee roles for directors are shown below; no committee roles are disclosed for Fowler .
- Dual-role context: The CEO (Thomas L. Carter, Jr.) also serves as Chairman; the Board maintains a Lead Independent Director (Carin M. Barth) and conducts executive sessions of independent directors . Independence: Non-management directors (Barth, Kyle, Linn, Longmaid, Mathis, Randall, Stuart, Whitehead) are independent under NYSE rules .
| Director/Committee | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Carin M. Barth (Lead Director; Financial Expert) | Chair | – | – |
| Jerry V. Kyle, Jr. | Member | – | – |
| William E. Randall | Member | – | Member |
| James W. Whitehead | Member | – | – |
| Michael C. Linn | – | Member | – |
| Ashley J. Longmaid | – | Member | – |
| Alexander D. Stuart | – | Chair | – |
| D. Mark DeWalch | – | – | Member |
| William N. Mathis | – | – | Chair |
Director compensation framework (for non-employee directors): $75,000 annual retainer; Lead Director +$25,000; Audit Chair +$20,000; Compensation Chair +$15,000; other committee chair +$10,000; annual equity-based compensation ~$200,000 (fully vested common units), initial grant ~$100,000 for new directors; no meeting fees .
Compensation Peer Group (Benchmarking)
| Peer Group (2024) |
|---|
| Antero Resources; California Resources; Callon Petroleum; Chord Energy; Civitas Resources; CNX Resources; Comstock Resources; Gulfport Energy; Kimbell Royalty Partners; Magnolia Oil & Gas; Matador Resources; Northern Oil & Gas; Permian Resources; Range Resources; SilverBow Resources; Sitio Royalties; SM Energy; Vital Energy |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support ~98% of votes cast; Board recommended annual Say-on-Pay frequency .
- Compensation best practices include no tax gross-ups, no single-trigger CIC payments, no repricing of underwater options, emphasis on performance-based pay, independent Compensation Committee and consultant .
Related-Party Considerations
- The Partnership employs Fowler T. Carter (son of the CEO/Chairman); total 2024 compensation $483,369; related-party transactions are reviewed per the Code of Business Conduct and Ethics with resolution by disinterested directors .
Performance Context (Company-level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 investment – BSM TSR | $57 | $96 | $173 | $184 | $187 |
| Value of $100 investment – S&P Oil & Gas E&P Index TSR | $64 | $107 | $156 | $161 | $159 |
| Net Income ($000s) | $121,819 | $181,987 | $476,480 | $422,549 | $271,326 |
| Distributable Cash Flow ($000s) | $255,395 | $267,401 | $441,062 | $451,210 | $349,446 |
Investment Implications
- Alignment: Fowler has meaningful but small equity ownership (46,779 units; ~0.022% of common units) with 23,615 unvested restricted units, implying potential vest-related selling windows; hedging is prohibited and unit ownership guidelines for SVPs target 3x salary, supporting alignment .
- Governance risk: Family relationship with CEO/Chairman is disclosed; related-party governance procedures are in place, but investors should monitor for potential conflicts and ensure continued oversight by independent directors and committees .
- Incentive levers: Company incentive plans tie payouts to adjusted EBITDAX and three-year production/reserve performance; recent outcomes near target suggest pay-for-performance stability; however, individual targets for Fowler are not disclosed, limiting precision of pay-for-performance assessment for him .
- Retention: Tenure since 2010 and promotion to SVP in 2025 indicate internal advancement; individual severance and non-compete terms for Fowler were not disclosed, but NEO frameworks provide robust protection and post-termination equity treatment, which may be indicative of broader practices .