H. Taylor DeWalch
About H. Taylor DeWalch
H. Taylor DeWalch is Senior Vice President and Chief Financial Officer of Black Stone Minerals GP, L.L.C. (the General Partner of Black Stone Minerals, L.P.) since May 28, 2024; age 36; B.S. in Petroleum Engineering from Louisiana State University. Compensation design links his pay to adjusted EBITDAX (annual STI) and multi-year production and reserve performance (LTI), with 2024 STI paying out at 104.1% of target on actual adjusted EBITDAX of $381.302 million versus a $376.668 million target; LTI metrics achieved 91.64% of target in year one for the 2024–2026 cycle, with final settlement after three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Black Stone Minerals GP, L.L.C. | VP, Corporate Strategy & Development | Feb 2024–May 2024 | Strategy and development leadership ahead of CFO transition |
| Black Stone Minerals GP, L.L.C. | Director, Strategy & Asset Development | Feb 2023–Feb 2024 | Led asset strategy and development initiatives |
| Callon Petroleum, Inc. | Senior Reservoir Engineer | 2022–Feb 2023 | Reservoir engineering supporting production/reserves |
| Unitex Oil & Gas | VP, Reservoir Engineering; other roles | 2018–2022 | Reservoir leadership; operational optimization |
| Anadarko Petroleum | Engineering roles | 2012–2018 | Engineering foundations; upstream operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for DeWalch |
Board Service
- The 2025 proxy lists current director nominees; DeWalch is not among the Board nominees and is disclosed solely as Senior Vice President, Chief Financial Officer (not a director) .
- Board leadership has combined CEO/Chair roles (Thomas L. Carter, Jr.); Carin M. Barth serves as Lead Independent Director; independent committees (Audit; Compensation; Nominating & Governance) operate with charters .
- Dual-role implications: With CEO also Chair, the Lead Director and independent committees are key governance counterweights; as CFO, DeWalch is an officer and not a Board member, avoiding independence concerns tied to dual executive/director roles .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Annualized Base Salary | $310,000 | Increased upon CFO promotion in May 2024 |
| Salary Paid (SCT) | $297,500 | Reflects partial-year timing as CFO |
Performance Compensation
Short-Term Incentive (STI) – FY 2024
| Metric | Target | Actual | Payout Factor | Target Bonus | Actual Bonus |
|---|---|---|---|---|---|
| Adjusted EBITDAX | $376.668 million | $381.302 million | 104.1% | $251,716 (pro-rated) | $262,038 |
- STI structure: Threshold 70% of target pays 50%; Target 100% pays 100%; Maximum ≥130% pays 200%; linear interpolation between points .
Long-Term Incentives (LTI)
| Instrument | Grant Date | Target Units | Vest/Performance Terms | In-Period Performance |
|---|---|---|---|---|
| LTI Performance Units | Jan 31, 2024 | 5,121 | 3-year performance (2024–2026); production and reserve per-unit metrics; 50–200% payout range | 2024 per-unit reserves 91.12%; production 92.17%; average 91.64%; final payout after three-year averaging |
| LTI Restricted Units | Jan 31, 2024 | 5,121 | Time-based: 1/3 vests on Jan 7, 2025; 1/3 on Jan 7, 2026; 1/3 on Jan 7, 2027 | N/A |
- Options: No stock options or SARs granted; none outstanding for NEOs; equity program emphasizes units (time- and performance-based) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 65,241 common units; less than 1% of outstanding |
| Unvested vs. Vested | Beneficial ownership figure includes 55,554 unvested restricted common units; performance units are unearned until certification |
| Outstanding Unvested Awards (12/31/2024) | 2023 LTI Restricted Units: 1,082; 2024 LTI Restricted Units: 5,121; 2023 LTI Performance Units (target assumption): 1,622; 2024 LTI Performance Units (target assumption): 5,121; 2022 Aspirational Awards: 19,292 |
| Ownership Guidelines | Senior Vice President: 3x annualized base salary; all current officers/directors in compliance or on track as of 12/31/2024 |
| Hedging/Pledging | Hedging and monetization transactions prohibited by Insider Trading Policy; no pledging disclosure identified |
- Units vested in 2024: 540 units; value realized $8,667, indicating limited near-term selling pressure from vesting activity in 2024 for DeWalch .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Multiple | 1.0x base salary + target bonus; pro-rata current-year target bonus; COBRA reimbursement up to 12 months |
| Change-in-Control (CIC) Multiple | 2.0x base salary + target bonus; COBRA reimbursement up to 24 months (double-trigger within 24 months post-CIC) |
| Termination Values (as of 12/31/2024) | Without Cause/Good Reason: $1,093,824 total; With CIC: $1,808,495 total; Death/Disability: $379,614 total |
| Non-Compete/Non-Solicit | One-year post-termination non-compete and non-solicit; confidentiality obligations apply |
| LTI Treatment | Qualifying termination: pro-rata performance units on actual performance to date; CIC/death/disability: performance units earned on actual to date + target for remainder; restricted units pro-rata vest on qualifying termination; full vest on CIC/death/disability |
| Clawback Policy | Amended Oct 2023; recovery/forfeiture of incentive-based compensation upon required restatement due to material non-compliance |
Compensation Structure Analysis
- Mix shift and risk: 2024 compensation emphasizes at-risk pay—STI tied to adjusted EBITDAX; LTI 50% performance units and 50% time-based units—consistent with pay-for-performance posture and retention balance .
- Performance calibration: STI paid slightly above target on adjusted EBITDAX; LTI year-one performance for 2024–2026 cycle below target (91.64%), increasing the importance of future-year execution to achieve target/maximum outcomes .
- Peer benchmarking: FW Cook engaged as independent consultant; peer set includes royalty and E&P peers (e.g., Sitio Royalties, Kimbell Royalty Partners; multiple E&Ps) to calibrate pay versus competitive market .
- Governance guardrails: No tax gross-ups, no single-trigger CIC payments, no repricing of underwater options, annual Say-on-Pay with ~98% support in 2024 .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($ thousands) | $476,480 | $422,549 | $271,326 |
| Distributable Cash Flow ($ thousands) | $441,062 | $451,210 | $349,446 |
| Cumulative $100 TUR (Partnership) | $173 | $184 | $187 |
- Context: DeWalch’s CFO tenure began in May 2024 amid a CFO transition; 2024 STI results indicate execution on adjusted EBITDAX versus plan; multi-year LTI depends on continued delivery of per-unit production and reserve goals through 2026 .
Compensation Committee Analysis
| Attribute | Details |
|---|---|
| Independence | All Compensation Committee members independent per NYSE standards |
| Membership | Chair: Alexander D. Stuart; Members: Michael C. Linn, Ashley J. Longmaid (appointed April 2024) |
| Consultant | FW Cook engaged; independence affirmed; no other services to management; fees <1% of FW Cook income |
| Practices | Oversees executive/director pay, incentive plan administration, risk assessment, clawback policy |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2024 | ~98% approval of NEO compensation program; annual frequency supported |
Equity Vesting Calendar (Potential Trading Pressure Windows)
| Award | Scheduled Vesting |
|---|---|
| 2024 LTI Restricted Units (5,121) | 1/3 on Jan 7, 2025; 1/3 on Jan 7, 2026; 1/3 on Jan 7, 2027 |
| 2023 LTI Restricted Units (1,082) | 1/2 on Jan 7, 2025; 1/2 on Jan 7, 2026 |
| 2023 LTI Performance Units (1,622 target assumption) | Earned over performance period ending Dec 31, 2025 |
| 2024 LTI Performance Units (5,121 target assumption) | Earned over performance period ending Dec 31, 2026 |
- Insider Trading Policy prohibits hedging/monetization transactions; align vesting with blackout policies and unit ownership guidelines (retain ≥50% of net units until guideline compliance) .
Investment Implications
- Alignment: Strong linkage to adjusted EBITDAX (STI) and per-unit production/reserve metrics (LTI) supports pay-for-performance; 2024 STI paid slightly above target, while year-one LTI performance below target increases forward execution risk to realize LTI value .
- Retention risk and supply: Upcoming January vesting tranches for 2023–2024 restricted units create predictable windows; 2024 vesting was de minimis for DeWalch, suggesting modest near-term selling pressure; hedging is prohibited; no pledging disclosed .
- Change‑in‑Control economics: Double-trigger CIC with 2x multiple and full acceleration under CIC/death/disability provides downside protection; non-compete one year mitigates post-departure risk; clawback framework reduces restatement risk to investors .
- Governance quality: CEO/Chair dual role balanced by a Lead Independent Director and independent Audit/Compensation/Nominating committees; Compensation Committee independence and FW Cook engagement are positives; Say‑on‑Pay support (~98%) indicates investor alignment with pay program .