James W. Whitehead
About James W. Whitehead
Independent director at Black Stone Minerals GP, L.L.C. since July 2023; age 49. Background includes Alternative Investments Manager at R. Lacy Services, Ltd. (private oil & gas) since 2020 and prior roles at Black Stone Minerals (2005–2020), most recently Director of Enterprise Operations Optimization. Education: B.S. (Vanderbilt University) and M.B.A. (Rice University, Jones Graduate School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Stone Minerals (Partnership) | Various capacities; most recent Director of Enterprise Operations Optimization | 2005–2020 | Internal operations optimization exposure; deep knowledge of BSM’s systems and assets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| R. Lacy Services, Ltd. | Alternative Investments Manager | 2020–present | Private oil & gas company affiliation |
| R. Lacy Services, GP, LLC | Board of Managers | 2020–present | Governance oversight within Lacy entities |
| Episcopal High School (Houston) | Board of Trustees | Current | Non-profit governance role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Lead Director Carin M. Barth, who is an SEC-defined financial expert .
- Independence: Board determined Whitehead is independent under NYSE rules; all non-management directors are independent .
- Attendance and engagement: In 2024, Board held 6 meetings; Audit Committee 8; all incumbent directors attended ≥75% of aggregate Board/committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board leadership and executive sessions: CEO is also Board Chair (combined role); non-management directors hold regular executive sessions led by the Lead Director (Barth) .
- Majority Voting Policy: Incumbent nominees must tender resignation if “Majority Withheld Vote” occurs in uncontested elections .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $75,000 | Paid quarterly in arrears; directors may elect common units in lieu of cash |
| Lead Independent Director fee | $25,000 | Additional retainer |
| Audit Committee chair fee | $20,000 | Additional retainer |
| Compensation Committee chair fee | $15,000 | Additional retainer |
| Nominating & Governance chair fee | $10,000 | Additional retainer |
| Annual director equity grant | ~$200,000 | Fully vested common units; lump sum in arrears; prorated for partial year |
| James W. Whitehead – 2024 Director Compensation | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Unit Awards (grant-date fair value) | $87,183 |
| Total | $162,183 |
Performance Compensation
- Director equity awards are fully vested common units (not performance-conditioned); no stock options or SARs are granted to directors .
| Equity Grant Detail (Director) | Value/Terms |
|---|---|
| Equity Type | Fully vested common units (annual grant) |
| 2024 Grant Value (Whitehead) | $87,183 (grant-date fair value) |
| Vesting | Fully vested on grant |
| Options/SARs | None (policy: no options/SARs granted) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| R. Lacy Services, Ltd. | Private oil & gas | Alternative Investments Manager | Affiliation with significant BSM unitholders linked to Lacy/Crain entities; independence affirmed by Board |
| R. Lacy Services, GP, LLC | Private | Board of Managers | Overlapping governance with entities holding BSM units |
| Episcopal High School | Non-profit | Trustee | No apparent transaction nexus with BSM |
- No current public company directorships disclosed for Whitehead; prior public boards not disclosed .
Expertise & Qualifications
- Oil & gas domain expertise; operational optimization background from BSM employment (2005–2020) .
- Financial and investment oversight through Alternative Investments role at R. Lacy Services .
- Education: B.S. (Vanderbilt), M.B.A. (Rice) .
- Board service in non-profit sector (Episcopal High School) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership – common units | 6,387,889 units |
| Ownership as % of common units outstanding | 3.0% |
| Shared voting/investment power units | 6,153,656 (Crain Energy Ltd., Lacy Properties Ltd., Eagle Gathering System, Ltd., R. Lacy Services Ltd. Retirement Plan, Crain Resources Ltd.) |
| Sole voting power units | 26,153 (trust where Whitehead is sole trustee) |
| Director stock ownership guideline | 5x annual retainer for non-employee directors |
| Guideline compliance status | All current officers and non-employee directors were in compliance or on track as of Dec 31, 2024 (subject to unit price) |
| Hedging/derivative policy | Hedging/monetization transactions and derivative instruments are prohibited by insider trading policy |
Governance Assessment
-
Strengths
- Independence and committee role: Whitehead is NYSE-independent and serves on the Audit Committee, enhancing financial oversight; Audit Committee chaired by an SEC-defined financial expert (Barth) .
- Attendance/engagement: Board and committees met frequently in 2024; all incumbent directors attended ≥75% and attended the annual meeting, indicating active participation .
- Ownership alignment: Significant beneficial ownership (3.0%), with substantial shared voting power via Lacy/Crain affiliates; director ownership guidelines and compliance bolster alignment .
- Governance practices: Majority Voting Policy, regular executive sessions led by a Lead Director, independent Compensation Committee with independent consultant (FW Cook), updated clawback policy .
- Investor sentiment: Prior say‑on‑pay support ~98% at 2024 annual meeting suggests confidence in compensation governance .
-
Potential conflicts/risks
- Related-party exposure: Shared voting/investment power over 6.15M units via Crain/Lacy/Eagle entities and concurrent role at R. Lacy Services could present perceived conflicts in matters implicating those entities; the Board employs a conflicts committee “as necessary” with strict independence standards .
- Prior employment at BSM (2005–2020) may raise questions about independence in specific decisions; Board explicitly affirmed independence under NYSE rules .
- Auditor change (EY dismissed Feb 26, 2025; Deloitte appointed) is a governance event to monitor, though disclosures indicate no disagreements/reportable events with EY .
- Director equity awards are fully vested (not performance‑based), typical for boards but lacks explicit performance conditioning; however, strong ownership guidelines mitigate alignment concerns .
-
Compensation structure signals
- Whitehead’s 2024 pay mix: $75,000 cash retainer plus $87,183 equity (fully vested); below the ~$200,000 typical annual equity award, possibly reflecting prorated or election outcomes; equity awards remain aligned through unit price performance .
- No options/SARs; no meeting fees; directors may elect retainers in units, furthering alignment .
-
Oversight safeguards
- Anti-hedging/derivative policy reduces misalignment risk; clawback policy updated in Oct 2023 in line with SEC/NYSE rules .
RED FLAGS to watch: transactions involving entities where Whitehead has shared voting/investment power (Crain/Lacy/Eagle), any pledging of shares (none disclosed), and any conflicts committee engagements relating to those holdings .