Robert C. Vaughn
About Robert C. Vaughn
Robert C. Vaughn (age 69) has served as a manager of Dorchester Minerals Management GP LLC since 2001 and is a co‑founder of Dorchester Minerals, L.P. (2003) and Republic Royalty Company (1993). He earned a B.B.A. from the University of Texas at Austin and has led Vaughn Petroleum (DMLP), LLC and affiliated entities since 1979, including as Chairman, President, and CEO. The Board cites his founding and executive experience in energy and strategic matters as core credentials supporting his continued board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaughn Petroleum (DMLP), LLC & affiliated entities | Chairman, President & CEO | Since 1979 | Executive leadership across energy operations |
| Republic Royalty Company | Co‑founder | 1993–present | Co‑founded royalty enterprise |
| Dorchester Minerals, L.P. | Co‑founder | 2003–present | Founding leadership; strategic insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Culver Educational Foundation | Trustee | Not disclosed (current) | Non‑profit board service |
| McDonald Observatory & Dept. of Astronomy (UT Austin) | Board of Visitors | Not disclosed (current) | Academic advisory role |
| High River Resources | Co‑founder; Advisory Board member | Not disclosed (current) | Private company advisory |
| Perot Museum of Nature and Science | Director | Not disclosed (current) | Non‑profit board service |
| Texas Transportation Commission | Member | Not disclosed (current) | State commission appointment |
Board Governance
- Board composition and independence: The Board has five appointed managers (including Vaughn), three elected by unitholders annually, and one Contributor Appointed Manager. The Board has affirmatively determined that Vaughn is independent under NASDAQ rules .
- Committees: DMLP uses an Advisory Committee that functions as both Audit and Compensation Committees. Membership in 2024 comprised Lassiter, Russell, and Trout; Wariner replaces Trout following his term end. Vaughn is not a member of the Advisory Committee .
- Attendance and engagement: In fiscal 2024, the Board held nine meetings and acted by unanimous written consent eight times; each manager attended at least 75% of Board and applicable committee meetings. Seven of nine managers attended the 2024 annual meeting (individual attendance not broken out) .
- Nomination process: DMLP does not have a nominating committee; appointed managers (including Vaughn) participate in consideration of nominees in their capacities tied to the general partner members .
- Governance structure: Chairman and CEO roles are separated (Chair: McManemin; CEO: Ehrman), which the Board views as enhancing accountability .
- Insider trading and hedging: Policy prohibits short sales, sales against the box, and transactions in exchange‑traded options and other derivatives on DMLP securities .
Fixed Compensation
Appointed Managers receive no remuneration for Board service; only Advisory Committee members and the Contributor Appointed Manager receive retainers and special committee fees. As an appointed manager, Vaughn received no cash fees or equity awards for director service in 2024 .
| Component (Director) | 2024 Amount ($) |
|---|---|
| Annual Board retainer (cash) | $0 |
| Committee membership fees | $0 (not on Advisory Committee) |
| Committee chair fees | $0 (no chair role disclosed for Vaughn) |
| Meeting fees | $0 (only special committees; none held in 2024) |
| Equity compensation (director grants) | $0 (not disclosed for appointed managers; director table shows only AC/Contributor members) |
Performance Compensation
No performance‑linked director compensation is disclosed for appointed managers; DMLP does not report performance metrics tied to director pay.
| Performance Metric | Target | Actual | Payout Impact |
|---|---|---|---|
| None disclosed for directors | — | — | — |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Vaughn Petroleum (DMLP), LLC | Private | Chairman, President & CEO | Ownership vehicle holds DMLP units; see Equity Ownership table |
| Empire Partners, Ltd. | Private LP | President of GP; family‑related ownership | Holds DMLP units; see Equity Ownership table |
| Culver Educational Foundation | Non‑profit | Trustee | No related‑party transactions disclosed – |
| Perot Museum of Nature and Science | Non‑profit | Director | No related‑party transactions disclosed – |
| Texas Transportation Commission | State | Member | No related‑party transactions disclosed – |
Related‑party framework: Advisory Committee must approve and determine fairness of conflict resolutions; 2024 disclosures list reimbursements to general partner and operating partnership, with no specific transactions tied to Vaughn or his entities beyond beneficial ownership .
Expertise & Qualifications
- Energy founder/operator with decades of petroleum leadership and strategic oversight; co‑founder of DMLP and Republic Royalty .
- Business credentials (B.B.A., UT Austin) and broad external governance exposure across non‑profit and academic boards, plus a state commission role .
- Board deems him qualified for strategic matters given education and industry founding experience .
Equity Ownership
| Category | Units | Notes |
|---|---|---|
| Vaughn Petroleum (DMLP), LLC | 500,000 | Owned via general partnership interests held by Vaughn and spouse; only partners of GP owning all partnership interests |
| Empire Partners, Ltd. | 20,001 | Vaughn is President of Empire (GP), Inc.; ownership shared among Vaughn, spouse, and family trusts |
| Direct/IRA/Keogh | 15,737 | Held individually/retirement accounts |
| Total Beneficial Ownership | 535,738 | 1.1% of 47,339,756 units outstanding as of record date |
- Pledging/hedging: Hedging in derivatives and short sales prohibited by insider trading policy; no pledging disclosures reported for Vaughn .
- Options/RSUs: No director equity awards disclosed for appointed managers; no options reported for Vaughn .
- Section 16 filings: 2024 delinquent filings noted only for Ehrman, Moriyama, and McManemin; no delinquent filing attributed to Vaughn .
Governance Assessment
- Independence and attendance: Vaughn is NASDAQ‑independent and met the ≥75% attendance threshold alongside peers, supporting baseline engagement standards .
- Committee exposure: Not serving on the Advisory Committee (Audit/Comp) reduces direct oversight involvement, but the Board asserts Advisory Committee members are financially literate and “audit committee financial experts,” with robust chartered authority; conflict matters are routed through this committee .
- Alignment: Strong ownership (1.1%) across personal and controlled entities, and zero director cash/equity fees, indicate “skin‑in‑the‑game” alignment with unitholders, though ownership is via private vehicles as well as direct holdings .
- Structural considerations: Appointed managers (including Vaughn) and a contributor‑appointed seat reflect a governance model with significant appointment rights at the general partner level; nominations are driven by general partner members rather than an independent nominating committee, with conflict resolution centralized in the Advisory Committee .
RED FLAGS and Watch‑Items
- Appointment rights and nominations controlled by general partner members (no independent nominating committee); monitor Advisory Committee oversight effectiveness on conflicts .
- Ownership via controlled entities (Vaughn Petroleum; Empire Partners) warrants continued monitoring for related‑party transactions; none disclosed beyond standard reimbursements to general partner/operating partnership .
- Not on Audit/Comp committee; reduced direct participation in audit/compensation processes relative to Advisory Committee members .