L. Steve Putman
About L. Steve Putman
Senior Vice President, General Counsel, and Secretary of Black Stone Minerals GP, L.L.C. since November 2014; age 50 as of the 2025 Annual Meeting. Previously General Counsel roles at Quintana Capital Group and Quintana Maritime; began career at Vinson & Elkins and Mayer Brown. Education: B.A., University of Texas at Austin; J.D., University of Chicago; licensed to practice law in Texas and Illinois. Company performance context: 2024 Net Income $271.3 million and Distributable Cash Flow $349.4 million; BSM’s $100 initial investment cumulated to $187 vs $159 for the S&P Oil & Gas E&P peer index; 2024 Adjusted EBITDAX exceeded target ($381.3 million actual vs $376.7 million target), driving a 104.1% STI payout factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Black Stone Natural Resources, L.L.C. | Senior Vice President, General Counsel, and Secretary | 2013–2015 | Supported governance and legal oversight for BSM predecessor during transition to public partnership |
| Quintana Capital Group | Managing Director and General Counsel | 2008–2013 | Led legal oversight for private equity energy investments |
| Quintana Maritime Limited | Vice President, General Counsel, and Secretary | 2005–2008 | Public-company GC role in maritime sector; corporate governance and securities compliance |
| Vinson & Elkins L.L.P. | Associate | 2001–2005 | Energy and corporate legal practice foundation |
| Mayer Brown LLP | Associate | 2000–2001 | Corporate and commercial legal experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Bars of Texas and Illinois | Licensed Attorney | — | Active law licenses in TX and IL |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $315,000 | $326,025 |
| Target STI Bonus % of Base | — | — | 100% |
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Target | Actual | Payout Factor | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDAX | $376.668 million | $381.302 million | 104.1% | $339,394 | Cash; annual |
Notes: Putman’s 2024 STI target set at 100% of base; STI plan pays 0–200% via linear scaling relative to threshold/target/max .
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Units Granted | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| LTI Performance Units | 1/31/2024 | 56,325 | $923,730 | 3-year perf. period ending 12/31/2026 | Equal-weighted average of production vs reserves vs budget; 0–200% payout; threshold 70%, target 100%, max ≥130% |
| LTI Restricted Units | 1/31/2024 | 56,325 | $923,730 | 1/3 on 1/7/2025; 1/3 on 1/7/2026; 1/3 on 1/7/2027 | Time-based |
Performance tracking within the 2024–2026 cycle (for context): 2024 reserve performance 91.12% and production performance 92.17%, average 91.64% of target; actual three-year payout to be determined at period end .
Prior Cycle Settlement (2012–2024 cycles referenced in proxy)
| Cycle | Putman Target Units | Payout % | Earned Units |
|---|---|---|---|
| 2022 LTI Performance Units (settled Feb 2025) | 70,892 | 99.70% | 70,679 |
Options
- No stock options or SARs are granted under BSM’s program; no repricing or buyouts without unitholder approval .
Equity Ownership & Alignment
| Ownership Item | Amount | Notes/Status |
|---|---|---|
| Total Beneficial Ownership (Common Units) | 697,642 | Less than 1% of common units outstanding (denoted by “*” in table) |
| Unvested Restricted Units Included | 119,005 | Unvested RUs counted within beneficial ownership |
| Unvested Restricted Units – By Grant | 23,631 (2022); 37,141 (2023); 56,325 (2024) | 2022 RUs vested 1/7/2025; 2023 RUs: 50% vested 1/7/2025, remainder vests 1/7/2026; 2024 RUs: 1/3 vests annually 2025–2027 |
| Market Value of Unvested Restricted Units (12/31/2024) | $345,013 (2022); $542,259 (2023); $822,345 (2024) | Based on $14.60 closing price on 12/31/2024 |
| Unearned Performance Units Outstanding | 55,711 (2023); 56,325 (2024); 129,870 (Aspirational 2022) | 2023 perf period ends 12/31/2025; 2024 perf period ends 12/31/2026; Aspirational awards require aggressive production and Net Debt/EBITDA thresholds by 12/31/2025 |
| Market Value of Unearned Performance Units (12/31/2024) | $813,381 (2023); $822,345 (2024); $1,896,102 (Aspirational) | Based on $14.60 closing price |
| Ownership Guidelines | Senior Vice President: 3x annualized base salary | Compliance: all current officers were compliant or on track as of 12/31/2024 |
| Hedging/Pledging/Hedging Policy | Hedging and monetization transactions prohibited; derivatives restricted; policy filed as 10-K Exhibit 19.1 | No specific pledging disclosure for Putman |
Upcoming vesting dates (potential selling pressure windows):
- 2023 RUs: remaining 50% vests 1/7/2026 .
- 2024 RUs: 1/3 vests on 1/7/2026 and 1/7/2027 .
Employment Terms
| Term | Details |
|---|---|
| Role Tenure | Senior Vice President, General Counsel, and Secretary since November 2014 |
| Severance Agreement | Severance Multiple 1.0x salary+target bonus; CIC Multiple 2.0x; pro rata target bonus; COBRA reimbursement up to 12 months (24 months if within 24 months post-CIC); requires qualifying termination and release |
| Definitions | “Qualifying termination” = termination without cause or resignation for good reason; detailed definitions of cause, good reason, CIC provided |
| Non-Compete/Non-Solicit | Confidentiality plus 1-year non-compete and non-solicit post-termination |
| LTI Acceleration | Pro rata vesting based on actual performance through termination; death/disability or within 24 months post-CIC assume target for remainder; DER true-ups apply as specified |
| Restricted Unit Acceleration | Pro rata vesting upon qualifying termination; full vesting upon death/disability or within 24 months post-CIC |
| Clawback Policy | Amended October 2023 to comply with SEC/NYSE rules; enables recoupment of incentive compensation after required restatement |
| Tax Gross-Ups | Not provided (explicit “don’t do”) |
| Deferred Comp/Pension | No defined benefit pension plan or nonqualified deferred compensation plan |
Compensation Structure Analysis
- Pay-for-performance linkage: STI entirely tied to Adjusted EBITDAX versus budget; 2024 payout at 104.1% of target reflects modest outperformance .
- LTI mix: 50% performance units and 50% time-based RUs for 2024 awards; performance units tied to production and reserves vs budget over a 3-year horizon, enabling alignment to operational drivers; time-based RUs support retention .
- Governance practices: Independent Compensation Committee with FW Cook as independent consultant; clawback policy aligned to SEC/NYSE; no hedging, no repricing of underwater options, no tax gross-ups .
- Say-on-pay: 98% approval in 2024, indicating strong shareholder support for pay program .
- Peer group for benchmarking: Includes Kimbell Royalty Partners, Sitio Royalties, and 16 E&P peers selected by size/complexity; reviewed annually .
Performance Compensation – Detailed Table (STI and LTI Parameters)
| Component | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| 2024 STI (Adjusted EBITDAX) | 100% STI factor | $376.668m | $381.302m | 104.1% factor; $339,394 payout | Annual cash |
| 2024 LTI Performance Units | 50% of LTI target | Threshold 70%; Target 100%; Max ≥130% | 2024 perf components: Reserves 91.12%; Production 92.17%; Avg 91.64% (context) | Earnout 0–200% over 3 years | Perf period ends 12/31/2026 |
| 2024 LTI Restricted Units | 50% of LTI target | N/A | N/A | N/A | 1/3 vest on 1/7/2025, 1/7/2026, 1/7/2027 |
Equity Ownership & Awards – Detailed Breakdown (as of 12/31/2024)
| Category | Units | Market Value ($) |
|---|---|---|
| Beneficial Ownership Total (Common Units) | 697,642 | — |
| Unvested RUs (2022) | 23,631 | $345,013 |
| Unvested RUs (2023) | 37,141 | $542,259 |
| Unvested RUs (2024) | 56,325 | $822,345 |
| 2023 LTI Performance Units (target basis) | 55,711 | $813,381 |
| 2024 LTI Performance Units (target basis) | 56,325 | $822,345 |
| 2022 Aspirational Awards (target basis) | 129,870 | $1,896,102 |
Pricing note: Values use $14.60 common unit closing price on 12/31/2024 .
Employment & Contracts Summary
| Item | Provision |
|---|---|
| Severance Multiple | 1.0x; CIC 2.0x (salary+target bonus), plus pro-rata target bonus and COBRA reimbursement |
| Triggers | Double-trigger for CIC; detailed “cause” and “good reason” definitions |
| Restrictive Covenants | 1-year non-compete and non-solicit; confidentiality |
| Equity Treatment on Exit | Pro-rata/target-based acceleration and DER true-ups per award type and termination circumstances |
Investment Implications
- Alignment: Strong pay-for-performance design with STI tied to Adjusted EBITDAX and LTI tied to production/reserve outcomes; ownership guidelines at 3x salary for SVPs and compliance status suggest meaningful skin-in-the-game .
- Retention and overhang: Significant scheduled RU vesting on 1/7/2026 and 1/7/2027 plus ongoing LTI performance cycles could create periodic selling pressure; however, hedging/derivatives are prohibited, and double-trigger CIC protections aim to retain talent through corporate events .
- Governance quality: 98% say-on-pay approval, independent compensation oversight with FW Cook, robust clawback policy; no tax gross-ups or option repricing—reduces red-flag risk and supports investor confidence .
- Risk signals: No pledging disclosure for Putman; restrictive covenants and severance multiples are moderate (1.0x/2.0x), limiting excessive golden parachute risk; pay outcomes tracked against DCF and TSR, with 2024 performance broadly supportive of payout levels .