C.W. (Bill) Russell

About C.W. (Bill) Russell

C.W. (Bill) Russell, age 83, has served as an independent manager of Dorchester Minerals Management GP LLC and a member of the Advisory Committee since May 2004. He is a Certified Public Accountant, graduated from the University of Texas at Arlington, and previously spent 28 years with KPMG (partner from 1974), focusing on energy taxation and serving as National Director, Technical Tax Services – Energy and Chairman of the KPMG International Petroleum Group; he co-authored “Income Taxation of Natural Resources” (1986–2000) . He remains engaged in tax services and related accounting for independent oil and gas producers and individuals, and is affirmed by the Board as independent under NASDAQ rules and as an SEC-defined “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Role and committees: Elected independent manager; member of Advisory Committee, which functions as both Audit Committee and Compensation Committee and addresses conflicts/business opportunities . The Audit Committee has a written charter; the Compensation Committee does not operate under a charter and does not use consultants .
• Independence and expertise: Affirmatively determined independent under NASDAQ rules; qualifies as SEC “audit committee financial expert”; did not participate in preparation of financial statements in prior three years .
• Attendance and engagement: Board held nine meetings in fiscal 2024; Advisory Committee acted by unanimous written consent once and held no special meetings in 2024; each manager attended at least 75% of Board and applicable committee meetings. Seven of nine managers attended the 2024 annual meeting (individual attendance not specified) . In 2023, the Board held 10 meetings and the Advisory Committee held 11 special meetings; each manager attended at least 75% .
• Board composition and nominations: Five appointed managers (by members of the general partner), three elected managers (including Russell), and one contributor-appointed manager. The Board has no nominating committee and does not consider diversity in nominations; nominations are made by the members of the general partner .
• 2025 Advisory Committee update: Following Mr. Trout’s term end, Ms. Wariner will join the Advisory Committee; Russell remains a member .

Fixed Compensation

Notes:

• 2025 retainer expected to remain $35,000 (Advisory Committee and Contributor Appointed Manager) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• CPA with deep energy taxation expertise; former KPMG National Director for energy tax and Chair of KPMG International Petroleum Group .
• Recognized technical author in oil and gas taxation; provides current tax/accounting services to industry participants .
• Determined “financially literate” and an “audit committee financial expert,” strengthening Audit Committee oversight .

Equity Ownership

Additional ownership notes:

• Hedging policy prohibits short sales and transactions in publicly traded options of DMLP, supporting alignment; no pledging policy disclosure found .
• No Section 16(a) delinquency noted for Russell; late filings in 2024/2025 involved other insiders (Ehrman, Moriyama, McManemin) .

Governance Assessment

• Positives:

  • Independent director with audit committee financial expert designation, reinforcing financial oversight quality .
  • Consistent Advisory Committee service across cycles; signed Audit and Compensation Committee reports, indicating engagement .
  • Board separates Chairman and CEO roles, enhancing accountability .

• Concerns/RED FLAGS:

  • Structural nomination risk: No nominating committee; all nominations controlled by members of the general partner, potentially limiting minority unitholder influence. This is a governance weakness independent directors must mitigate through strong committee oversight .
  • Compensation oversight design: Compensation Committee operates without a charter and does not use independent consultants; discretionary approach can reduce transparency and investor confidence, though director pay is modest and cash-only .
  • Alignment: Director equity ownership is modest (<1%); directors receive no equity grants. While hedging via options/shorts is prohibited, low “skin-in-the-game” could dampen perceived alignment relative to peers that use deferred equity for directors .

• Mitigating signals:

  • Audit Committee charter, independence affirmation, and recurring reviews of auditor independence; Audit fees and any audit-related fees disclosed, with standard pre-approval procedures .
  • Advisory Committee charged explicitly with conflicts resolution under Partnership Agreement (business opportunities/conflict approvals), with Russell participating in this function .

• Shareholder input:

  • Say-on-Pay support at >92% in 2023; next say-on-pay scheduled for 2026. As Compensation Committee member, Russell is part of a framework that responded by adding notional unit retention grants to executives, increasing long-term alignment for NEOs (but not directors) .

Bottom line: Russell brings strong financial and energy tax acumen and independent oversight to DMLP’s Advisory Committee. The primary governance risks stem from the GP-controlled nomination process and the unchartered compensation oversight approach; Russell’s continued active role on the Audit/Compensation functions and his “financial expert” status are important counterweights for investor confidence .