Michael C. Linn
About Michael C. Linn
Independent director of Black Stone Minerals GP, L.L.C. since March 2015; previously served as director of Black Stone Natural Resources, L.L.C. from 2013–2015. Age 73; J.D., cum laude, University of Baltimore School of Law (1977) and B.A., cum laude, Villanova University (1974). Founder of Linn Energy LLC; President & CEO of MCL Ventures LLC (since 2012). Determined independent under NYSE rules; serves on the Compensation Committee and the Board’s ESG Task Force (with Lead Director Carin M. Barth).
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Black Stone Natural Resources, L.L.C. (BSNR) | Director | 2013–2015 | — |
| Linn Energy LLC | Chairman & CEO; later Executive Chairman; Director | Chairman & CEO: Dec 2007–Jan 2010; Executive Chairman: Jan 2010–Dec 2011; Director: Dec 2011–2017 | Founder/operator experience |
| MCL Ventures LLC | President & CEO | 2012–present | Private investment vehicle for royalties/non-operated interests |
| Quantum Energy Partners | Senior Advisor | 2012–2025 | Energy PE advisory experience |
| Western Refining GP, LLC | Director; Chair, Conflicts Committee | 2013–2017 | Conflicts oversight |
| Centrica plc | Director; Chair, SHESEC Committee | 2013–2016 | HSE/ESG oversight |
| Jagged Peak Energy | Director; Compensation Committee member | 2017–2019 | Exec pay oversight |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Nabors Industries Ltd. | Director | 2012–present | Chair, Compensation Committee (2012–2020); Chair, ESG Committee (since 2020) |
| Cavallo Mineral Partners, LLC | Board of Managers | Not specified (current) | — |
Board Governance
- Independence: Board determined Linn is independent under NYSE rules; all non-management directors independent.
- Committee assignments: Compensation Committee member; ESG Task Force member (Task Force reports to Nominating & Governance).
- Lead Independent Director: Carin M. Barth; executive sessions of non-management directors held regularly and led by Barth.
- Attendance/engagement: 2024 Board met 6 times; Audit 8; Compensation 4; Nominating & Governance 4. All incumbent directors attended ≥75% of Board/committee meetings; all incumbent directors attended the 2024 annual meeting.
- 2025 unitholder support: Linn re-elected with 105,456,247 votes for, 1,835,636 withheld; broker non-votes 54,911,220.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Paid quarterly; no meeting fees |
| Committee chair fees | 0 | Not a chair (Audit chair $20k; Comp chair $15k; N&G chair $10k) |
| Lead Director premium | 0 | Lead Director is Barth (+$25k) |
| Equity grant (fully vested units) | 198,881 | January 2024 award for 2024 service; fully vested on grant |
| Total | 273,881 | Sum of cash and equity |
- Directors may elect retainers in units; in 2024, several peers elected units—Linn did not (received cash).
- No meeting fees; travel/education reimbursements provided.
Performance Compensation
| Plan Feature | Quantitative Detail | Structure/Constraints |
|---|---|---|
| Annual director equity grant | ≈$200,000 grant date value per year | Fully vested common units; proportionate for partial years |
| Options/SARs usage | None in 2024 | Company did not grant options/SARs in 2024; maintains no formal option timing policy |
| Per-director annual grant cap | $750,000 (grant date fair value) | Excludes cash fees; exceptions for first-year, special committees, lead/chair roles |
| 2025 LTIP pool | 6,700,000 common units | Includes 3,188,093 units carried over + 3,511,907 newly reserved; recycling on forfeiture/withholding |
Director equity is not performance-vested; BSM emphasizes director alignment via fully vested unit grants and ownership guidelines rather than KPI-tied director pay.
Other Directorships & Interlocks
| Organization | Relationship to BSM | Potential Interlock/Conflict View |
|---|---|---|
| Nabors Industries Ltd. (drilling services) | Service provider in upstream ecosystem; BSM is mineral/royalty owner (non-operator) | Low direct transactional overlap disclosed; governance/ESG expertise transferable |
| Cavallo Mineral Partners, LLC (minerals) | Minerals investments could compete in acquisitions | No related-party transactions disclosed; conflicts would be reviewed by conflicts committee if necessary |
- Related-party disclosures: No Linn-specific related-party transactions disclosed in 2024–2025 proxy; family employment disclosures pertain to CEO’s family members, not Linn.
Expertise & Qualifications
- Former CEO/Executive Chairman of a publicly traded upstream MLP (Linn Energy LLC); deep upstream operating and capital markets experience.
- Extensive compensation and ESG oversight (chairs at Nabors; SHESEC chair at Centrica).
- Legal training (J.D.) and broad boardroom experience across E&P, refining/marketing, and utilities.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common units) | 193,895 | As of April 14, 2025; <1% of common units outstanding (*) |
| Unvested director units | 0 | None of the non-employee directors held unvested common units at 12/31/2024 |
| Ownership guidelines | 5x annual retainer for non-employee directors | All officers/non-employee directors were in compliance or on track as of 12/31/2024 |
| Hedging/derivatives policy | Hedging/monetization and derivatives prohibited | Insider trading policy prohibits hedging and derivative transactions |
(*) “Less than 1%” status per ownership table.
Governance Assessment
- Strengths: Independent status; strong re-election support; active on Compensation Committee and ESG Task Force; robust director ownership guideline with compliance; hedging prohibited; clear conflicts review framework via conflicts committee; regular executive sessions led by an independent Lead Director.
- Pay alignment: Director pay uses a conservative cash retainer and fully vested equity (~$200k), avoiding options and performance gaming; annual grant cap ($750k) further constrains pay inflation.
- Engagement: Board/committee cadence suggests active oversight; attendance thresholds met; presence at annual meeting in 2024.
- Red flags: None disclosed for Linn (no related-party transactions, legal proceedings, or pledging disclosed); external minerals role (Cavallo) could create situational acquisition overlap but no transactions disclosed—mitigated by conflicts committee oversight.