William E. Randall
About William E. Randall
William E. Randall (age 58 as of the 2025 Annual Meeting) has served as an independent director of Black Stone Minerals GP, L.L.C. since June 2017. He is a commercial real estate developer owning/managing retail shopping centers in the Houston area, an active manager of family investments (venture capital, farming/ranching, and stock portfolios), and a retired U.S. Navy Captain with 30+ years of active and reserve service. He holds a B.S. from the U.S. Naval Academy (1990) and an M.B.A. from Rice University (2001) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Captain (retired); active/reserve commands | ~30+ years (dates not individually specified) | Leadership in combat and peacetime operations |
| Private entities (Houston retail centers) | Commercial real estate developer; owner/manager/lessor | Since 2001 | Investment and acquisition expertise |
| Family investment entities | Active manager (venture capital, farming/ranching, stock portfolios) | Ongoing | Capital allocation across diversified assets |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| Wayne Duddlesten Foundation | Director | Non-profit | Board service disclosed; no public company directorships listed |
Board Governance
- Independence: The Board determined Randall is independent under NYSE rules .
- Committee assignments (current): Audit Committee member; Nominating & Governance Committee member (not a chair) .
- Lead Independent Director: Carin M. Barth (two-year term; currently serving) .
- Executive sessions: Regular executive sessions of non‑management directors; led by the Lead Director .
- Attendance: In 2024, the Board met 6 times; Audit 8; Compensation 4; Nominating & Governance 4. All incumbent directors attended at least 75% of Board and committee meetings and all attended the 2024 annual meeting .
| Committee | Role | Chair? |
|---|---|---|
| Audit Committee | Member | No (Chair: Carin M. Barth; Barth is also the Audit Committee financial expert) |
| Nominating & Governance Committee | Member | No (Chair: William N. Mathis) |
Fixed Compensation (Director)
- Director pay structure: $75,000 annual cash retainer; additional retainers for Lead Director ($25,000), Audit Chair ($20,000), Compensation Chair ($15,000), other committee chair ($10,000); non‑employee directors also receive fully vested annual equity awards ≈ $200,000 grant-date value (prorated for partial year) .
- Election-in-kind: Directors may elect to receive retainers in fully vested common units; Randall elected to receive all retainer/meeting fees in units in 2024 .
| Year | Fees Earned (Cash or Units) | Equity (Fully Vested Units) | Total |
|---|---|---|---|
| 2024 | $75,000 | $198,881 | $273,881 |
Performance Compensation (Director)
- BSM does not link non‑employee director pay to performance metrics; annual equity grants are fully vested common units with no performance conditions .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Randall in the proxy .
- Noted external role: Director, Wayne Duddlesten Foundation (non‑profit) .
- Interlocks with competitors/suppliers/customers: None disclosed for Randall .
Expertise & Qualifications
- Financial/investment acumen from commercial real estate and family investment management; brings “valuable investment and acquisition expertise” and leadership perspective from Navy service .
- The Board cites his background as contributing to Board effectiveness .
Equity Ownership
| Holder | Common Units Beneficially Owned | % of Common Units Outstanding | Ownership Notes |
|---|---|---|---|
| William E. Randall | 4,174,857 | 2.0% | Has shared voting/investment power over 4,003,222 units held by RFG Mineral Company Ltd.; disclaims beneficial ownership except to extent of pecuniary interest |
- Director ownership guidelines: Non‑employee directors must hold units equal to 5x annual retainer; as of Dec 31, 2024, all officers and non‑employee directors were in compliance or on track within required time periods .
- Hedging/derivatives policy: BSM prohibits directors from hedging/monetization and from transacting in partnership‑based derivatives (except settling awards); policy filed with 2024 Form 10‑K .
- Pledging: No pledging by Randall is disclosed in the proxy .
Governance Assessment
- Strengths:
- Independent director with relevant investment/acquisition expertise, long‑tenured Navy leadership background .
- Active committee service (Audit; Nominating & Governance); Board confirms Audit Committee independence; Audit Chair is a designated financial expert .
- Strong ownership alignment: ~2.0% beneficial interest and election to take fees in units; compliance with robust director ownership guidelines (5x retainer) supports skin‑in‑the‑game .
- Board processes include regular executive sessions, majority voting policy, and oversight of ESG and risk .
- Watch items:
- Concentrated ownership among several directors and affiliated entities (e.g., Randall’s shared power over RFG Mineral Company Ltd.) can enhance alignment but warrants monitoring for potential related‑party optics; no Randall‑specific related‑party transactions are disclosed .
- Broader governance context includes disclosed family employment relationships tied to the CEO (not involving Randall), which the Board manages under related‑party procedures .
- Shareholder sentiment: 2024 Say‑on‑Pay received ~98% support, indicating positive investor confidence in compensation/governance framework (board‑level indicator; not director‑specific) .
No related‑party transactions involving Randall were disclosed in the proxy; BSM outlines review/escalation procedures for conflicts and a strict insider trading/hedging policy .