Martha P. Rochelle
About Martha P. Rochelle
Martha P. Rochelle, age 71, has served on Dorchester Minerals Management GP LLC’s Board of Managers since 2013; she holds a B.A. with High Honors from the University of Texas and a J.D. from SMU School of Law, with more than twenty years’ practice focused on corporate and tax‑exempt finance and ongoing advisory work to tax‑exempt entities . The Board affirmatively determined she is independent under NASDAQ rules; in 2024 the Board met nine times and all managers (including Rochelle) attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Judiciary (judge not specified) | Law Clerk | Post‑JD (date not disclosed) | Foundational legal experience supporting governance judgment |
| Private legal practice | Attorney focused on corporate and tax‑exempt finance | More than 20 years | Deep transactional/finance perspective; continued advisory to tax‑exempt entities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tax‑exempt entities (various) | Advisor | Ongoing | Advisory role to tax‑exempt entities; specific organizations not disclosed |
Board Governance
| Committee/Role | Status/Assignment | Notes |
|---|---|---|
| Advisory Committee (functions as Audit & Compensation) | Not a member | Advisory Committee comprised of Lassiter, Russell, Trout (Wariner to replace Trout post‑2025 meeting); handles audit, compensation for executive managers, conflicts oversight |
| Audit Committee | Covered via Advisory Committee | Charter reviewed Feb 20, 2025; members are independent and deemed “audit committee financial experts” (Rochelle not listed as a member) |
| Compensation Committee | Covered via Advisory Committee | Simple remuneration; no consultants; no charter for compensation committee; Board may directly approve comp decisions |
| Nominating Committee | None | Board does not have a nominating committee; nominations made by members of the GP of GP; Rochelle participates in consideration of nominees in that capacity |
| Independence | Independent | Board determined Rochelle is independent under NASDAQ rules |
| Attendance | ≥75% | Each Manager attended ≥75% of Board/committee meetings in FY2024 |
| Board Activity Metrics (FY2024) | Value |
|---|---|
| Board meetings held | 9 |
| Unanimous written consents | 8 |
| Managers attending 2024 Annual Meeting | 7 of 9 |
Fixed Compensation
| Element | 2024 | 2025 (expected) | Notes |
|---|---|---|---|
| Annual retainer (cash) | $0 | $0 | Appointed Managers receive no remuneration for Board service |
| Advisory Committee member retainer | Not applicable | Not applicable | $35,000 applies only to Advisory Committee members and the Contributor Appointed Manager (Rochelle is neither) |
| Special committee meeting fees | $0 | n/a | $1,500 per special committee meeting for Advisory Committee members; no special committee meetings held in 2024 |
| Equity compensation (director) | None disclosed | None disclosed | No stock/option awards disclosed for Appointed Managers |
| Total | $0 | $0 | Based on appointed manager status and 2024/2025 disclosures |
Performance Compensation
| Metric/Instrument | Status for Rochelle | Notes |
|---|---|---|
| RSUs/PSUs (director) | None disclosed | Appointed Managers receive no remuneration (no equity disclosed) |
| Stock options (director) | None disclosed | No director option awards disclosed; Insider policy prohibits trading in publicly‑traded options of the Partnership |
| Performance metrics tied to director pay | None | Advisory Committee and Board emphasize simple remuneration; no director performance metrics disclosed |
| Clawback/COC provisions (director) | Not disclosed | No director‑specific clawback or change‑of‑control terms disclosed in proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy provides Rochelle’s advisory work but no other public company board roles are disclosed |
Expertise & Qualifications
- B.A. (High Honors) – University of Texas; J.D. – SMU School of Law .
- 20+ years corporate and tax‑exempt finance practice; ongoing advisor to tax‑exempt entities .
- Board determined her legal/finance background qualifies her to continue serving on the Board of Managers .
Equity Ownership
| Holder | Units | % of Outstanding | Notes |
|---|---|---|---|
| Martha P. Rochelle (beneficial owner) | 542,974 | 1.1% | As of March 6, 2025 record date; 47,339,756 units outstanding |
| Martha Ann Peak A Trust | 358,486 | Included above | Part of Rochelle’s beneficial ownership |
| MARI Trust | 184,488 | Included above | Rochelle is trustee and beneficiary |
| Units outstanding (context) | 47,339,756 | — | Record date outstanding units |
Insider Trades and Section 16 Compliance
| Item | Rochelle | Notes |
|---|---|---|
| Late Section 16(a) filings | None listed | Proxy lists late Form 4s for Ehrman, Moriyama, McManemin; Rochelle not listed |
| Reported Form 4 transactions (proxy) | Not disclosed | Proxy does not enumerate director trades beyond late‑filing exceptions |
| Hedging/derivatives policy | Prohibits short sales and publicly‑traded options | Insider trading policy prohibits short sales and transactions in publicly‑traded options on Partnership securities |
Governance Assessment
- Independence and engagement: Rochelle is affirmatively determined independent under NASDAQ rules, and all managers attended ≥75% of meetings in FY2024, supporting board effectiveness and oversight baseline .
- Ownership alignment: Significant beneficial ownership of 542,974 units (1.1%), including trust holdings where she serves as trustee/beneficiary, indicating material “skin‑in‑the‑game” .
- Compensation alignment: Appointed Managers receive no director remuneration (no cash retainer or equity), minimizing pay‑related conflicts and signaling conservative governance posture .
- Structural considerations: Board lacks a nominating committee; nominations are controlled by members of the GP of GP, with Rochelle participating in candidate consideration—this centralized process may reduce external checks in director selection .
- Committee framework: Advisory Committee (not including Rochelle) consolidates audit, compensation, and conflicts oversight; it operates without a compensation charter and does not use compensation consultants, reflecting simplicity but limited formalization of pay governance .
- Board leadership: Chairman role is separate from CEO; leadership vested in Chairman Casey McManemin, which the Board views as enhancing accountability, though no Lead Independent Director is disclosed .
Related‑Party Transactions (Context for Conflicts Oversight)
- The operating partnership was reimbursed an aggregate of $120,000 by a wholly‑owned subsidiary (Maecenas Minerals, L.L.P.) in 2023–2024 under an administrative services/lease agreement; no management fees or other compensation paid by/to related parties beyond Item 402‑reported compensation .
- Conflict resolution must be approved by a majority of the Advisory Committee and be fair and reasonable to the Partnership (including third‑party terms or totality‑of‑relationships considerations) .