Jerry V. Kyle, Jr.
About Jerry V. Kyle, Jr.
Independent director of Black Stone Minerals GP, L.L.C. since March 2015; age 64 as of the 2025 Annual Meeting. A career corporate and finance lawyer, Kyle is a Partner at Orrick, Herrington & Sutcliffe LLP (since 2018) and previously Partner at Andrews Kurth Kenyon LLP (2002–2018). He holds a J.D. from The University of Texas School of Law (1990) and a B.A. from The Colorado College (1984), and is a member of the Texas Bar Foundation and the Austin Bar Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Stone Minerals GP, L.L.C. | Director | Mar 2015–present | Independent director; currently serves on Audit Committee |
| Black Stone Natural Resources, L.L.C. (BSNR) | Director | Jan 2013–2015 | Director of predecessor general partner |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orrick, Herrington & Sutcliffe LLP | Partner | 2018–present | Finance, lending, securities issuance/regulation, legislative/regulatory affairs practice focus |
| Andrews Kurth Kenyon LLP | Partner | 2002–2018 | Corporate and finance law |
| Texas Bar Foundation; Austin Bar Association | Member | Current | Professional affiliations |
Board Governance
- Independence: The Board determined Kyle is independent under NYSE rules .
- Committee assignments: Audit Committee member; Audit Chair is Carin Barth (also Audit Committee financial expert) .
- Attendance: In 2024, Board held 6 meetings; Audit 8; Compensation 4; Nominating & Governance 4; all incumbent directors attended ≥75% of aggregate Board/committee meetings they served. In 2023, Board held 7; Audit 10; Compensation 3; Nominating & Governance 4; all incumbent directors attended ≥75% .
- Annual meeting participation: All incumbent directors attended the Partnership’s 2024 annual meeting; same in 2023 .
- Lead Independent Director and executive sessions: Non-management directors hold regular executive sessions; Lead Director is Carin M. Barth (two-year term; initially elected in 2020) .
- Majority Voting Policy: Incumbent nominees receiving more “withheld” than “for” votes must tender resignation for Board consideration .
- Conflicts oversight: Conflicts committee appointed as needed; independent members must meet audit committee independence standards; approvals by the conflicts committee are conclusively deemed not adverse to unitholders .
- ESG oversight: ESG Task Force (Barth and Linn) reports to the Nominating & Governance Committee .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | $75,000 | $75,000 |
| Equity Awards ($) | $196,988 | $198,881 | $198,881 |
| Total ($) | $271,988 | $273,881 | $273,881 |
- Non-employee director pay structure: Annual cash retainer $75,000; Lead Director +$25,000; Audit Chair +$20,000; Compensation Chair +$15,000; other committee chair +$10,000. Annual director equity is fully vested common units with grant-date value ≈$200,000; new director initial grant ≈$100,000; retainers may be elected in fully vested units .
- Election to take retainers in units: Kyle elected to receive all retainer/meeting fees in fully vested common units (not cash) in 2023 and 2024/2025 .
Performance Compensation
| Director Equity Grant Structure | Vesting | Performance Metrics | Option Awards |
|---|---|---|---|
| Annual director equity award (fully vested common units) | Fully vested at grant | None (no performance conditions for director grants) | None granted; no options/SARs used for directors |
Non-employee director equity at BSM is purely time-independent and fully vested; there are no performance-conditioned director awards, options, or meeting fees .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| None disclosed | — | No current or prior public company directorships disclosed for Kyle in past five years |
Expertise & Qualifications
- Legal and capital markets expertise: Extensive work on finance, lending, securities issuance/regulation, and legislative/regulatory affairs .
- Education: J.D., The University of Texas School of Law (1990); B.A., The Colorado College (1984) .
- Professional affiliations: Texas Bar Foundation, Austin Bar Association .
Equity Ownership
| Metric | 2024 (as of Apr 15, 2024) | 2025 (as of Apr 14, 2025) |
|---|---|---|
| Common units beneficially owned | 887,381 | 905,653 |
| Ownership as % of common units outstanding | <1% | <1% |
| Ownership vehicles | Shared voting/investment power over an aggregate 600,270 units held by two trusts; 4,000 units via a family limited partnership | Same shared structures disclosed (two trusts and family LP) |
| Director stock ownership guidelines | 5x annual retainer for non-employee directors; compliance by all current officers and non-employee directors (or on track) as of year-end | |
| Hedging/derivatives policy | Hedging and monetization transactions in Partnership securities are prohibited; derivatives on Partnership securities are prohibited (except settling awards) |
Governance Assessment
- Board effectiveness: Kyle strengthens audit oversight with legal depth applied to financial reporting, compliance, and securities/regulatory matters; independence affirmed; consistent attendance (≥75%) supports engagement .
- Alignment and incentives: Director equity is delivered as fully vested common units with option to take cash retainers in units—Kyle elects units—enhancing skin-in-the-game; non-employee director guidelines (5x retainer) and disclosed compliance bolster alignment .
- Potential conflicts: No Kyle-specific related-party transactions disclosed; beneficial interests include family trusts/LPs but no pledging disclosed; conflicts committee procedures exist for any matters involving conflicts .
- Investor confidence signals:
- Strong say-on-pay support: ~98% approval at 2024; >98% at 2023—indicates investor endorsement of pay practices and governance .
- Majority Voting Policy adds accountability for director elections .
- ESG Task Force elevates disclosure and oversight linked to investor relevance in minerals royalty context .
RED FLAGS
- Family employment at the Partnership (CEO’s son and son-in-law; in 2023 also a director’s son) is disclosed—managed via related party procedures, but remains a monitoring point for independence optics .