F. Damon Box

About F. Damon Box

F. Damon Box, age 47, is the Contributor Appointed Manager on the Board of Managers of Dorchester Minerals Management GP LLC since October 2024, with nearly 25 years of energy-sector experience in corporate finance, M&A, and investments; he holds a BBA with Honors from the University of Texas at Austin and previously held senior roles at Piper Sandler and Halliburton . As a Contributor Appointed Manager, he serves until a successor is designated by the Contributors or until the Contributors no longer collectively hold at least 1,000,000 common units, per the September 12, 2024 Contribution and Exchange Agreement framework .

Past Roles

External Roles

Board Governance

• Role: Contributor Appointed Manager; holds position until Contributor conditions no longer met or successor designated .
• Independence: Board has affirmatively determined Mr. Box is independent under NASDAQ rules; majority of Board independent .
• Committee assignments: Not on the Advisory Committee (Audit and Compensation), which comprises Lassiter, Russell, and Trout in 2024; Wariner to replace Trout after the 2025 meeting . The Advisory Committee functions as Audit and Compensation and handles conflicts/business opportunities .
• Attendance and engagement: Board held nine meetings in fiscal 2024; each Manager attended at least 75% of Board and committee meetings; seven of nine managers attended the 2024 Annual Meeting .
• Chair/leadership: William Casey McManemin serves as Chairman; Board explicitly separates Chairman and CEO roles .

Fixed Compensation

Performance Compensation

• No equity compensation disclosed for Mr. Box; director compensation for 2024 was cash-only and prorated .

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Box in the proxy; biography lists operating roles and private affiliations (Carrollton Minerals Partners; Renewable Biomass Group) .
• Network/interlocks: Mr. Box is a Partner at Carrollton Minerals Partners, LP—one of the “Contributors” in DMLP’s September 12, 2024 exchange (contributors included Carrollton and West Texas Minerals LLC, among others). West Texas Minerals LLC holds 6.0% of common units per 13G; the Contributor Appointed Manager role exists under this agreement, creating oversight linkage with the contributor group .

Expertise & Qualifications

• Finance and M&A expertise in energy investment banking (Piper Sandler/Simmons & Co.) and corporate M&A (Halliburton) .
• Executive finance leadership in private energy ventures (Carrollton Minerals Partners; Renewable Biomass Group) .
• Education: BBA with Honors, University of Texas at Austin .

Equity Ownership

• Record date: March 21, 2025; 47,339,756 units outstanding .
• Note: “*” denotes less than 1% ownership .

Governance Assessment

• Independence and board structure: Mr. Box is formally independent under NASDAQ rules, and the board maintains separation between Chair and CEO, supporting oversight quality .
• Committee influence: As Contributor Appointed Manager, Box is not on the Advisory Committee (which acts as Audit and Compensation), limiting his direct role in financial oversight and executive pay decisions; however, the Advisory Committee reviews conflicts/business opportunities, providing a defined mechanism for related-party scrutiny .
• Alignment: Cash-only director pay in 2024 ($8,750 prorated) and lack of disclosed equity awards suggest limited direct unit-based alignment for Mr. Box versus peers who may hold units; beneficial ownership shows no reported units and <1% ownership . The insider trading policy prohibits hedging and short sales and exchange-traded options, which modestly enhances alignment .
• Potential conflicts (RED FLAGS to monitor): Box’s affiliation with Carrollton Minerals Partners, a Contributor with appointment rights to this board seat, may create perceived influence from a significant holder group (West Texas Minerals LLC at 6.0%; Contributor group must maintain ≥1,000,000 units to retain appointment). The partnership employs an Advisory Committee approval standard and “fair and reasonable” requirement for conflict resolutions, mitigating but not eliminating exposure; ongoing monitoring of transactions involving Contributors and any board actions affecting Contributor economics is warranted .
• Attendance/engagement: Board meeting cadence and 75%+ attendance across managers in 2024 indicate at least a baseline of engagement; Box’s tenure began in October 2024, so his 2024 attendance window was partial-year, but the board standard and reporting support confidence in overall attendance .
• Related-party transactions: Reimbursements to the general partner and operating partnership are governed under the Partnership Agreement’s 5% cap and administrative arrangements; while not tied to Box individually, the conflict resolution framework requires Advisory Committee approval and fairness, which is a material governance safeguard given Contributor representation on the board .
• Section 16 compliance: The proxy notes late Form 4s for Ehrman, Moriyama, and McManemin; no mention of late filings for Box, implying no reported compliance issues for him in 2024 .

Overall signal: Independence is formally affirmed, but affiliation with a Contributor-appointed seat combined with no reported unit ownership suggests mixed alignment. The robust Advisory Committee conflict review standard is a mitigating factor; diligence should focus on future transactions involving Contributor entities and Box’s recusal patterns where applicable .