Sarah N. Wariner

About Sarah N. Wariner

Sarah N. Wariner, age 44, is a first-time nominee to DMLP’s Board of Managers for election at the May 14, 2025 meeting; if elected, she will also be appointed to the Advisory Committee, which functions as both the Audit Committee and the Compensation Committee . She currently serves as Deputy General Counsel and Senior Vice President, Global Litigation at Jacobs Engineering Group (promoted in 2025; previously Deputy General Counsel and Vice President, Global Litigation from 2022–2025), and holds a BBA from Baylor University and a JD from Wake Forest University School of Law . The Board has affirmatively determined she is independent under NASDAQ rules and meets SEC audit committee independence requirements; Advisory Committee members (including new nominees) are considered “audit committee financial experts” and financially literate, assuming election at the 2025 meeting . As of March 6, 2025, she reported no beneficial ownership of DMLP units .

Past Roles

External Roles

Board Governance

• Board composition and independence: The Board comprises appointed managers (5), elected managers (3), and one Contributor Appointed Manager; Wariner is nominated for the 2025 election as an independent manager, with the Board affirming her independence under NASDAQ and SEC audit committee rules .
• Committee structure: The Advisory Committee serves as both Audit Committee and Compensation Committee, and oversees conflicts of interest and the Business Opportunities Agreement; Wariner will join this committee following Mr. Trout’s term end, assuming her election .
• Audit expertise: Advisory Committee members are deemed financially literate and “audit committee financial experts” per Item 407(d)(5), assuming the 2025 nominees (including Wariner) are elected; none participated in preparation of financial statements in the prior three years .
• Meetings and attendance: The Board held nine meetings and acted by unanimous written consent eight times in FY2024; each Manager attended at least 75% of Board/committee meetings for which they served; seven of nine current managers attended the 2024 annual meeting (Wariner was not yet serving) .
• Nominating process: DMLP does not have a nominating committee or diversity policy; nominations are controlled by members of the general partner’s general partner per governing agreements. Wariner was nominated via the Peak LP/Raley GP Appointment Right framework due to Trout’s decision not to stand for reelection .
• Governance documents: Advisory Committee charter (Audit) and Code of Business Conduct and Ethics are maintained; insider trading policy prohibits short sales and transactions in publicly traded options .

Fixed Compensation

Performance Compensation

• Equity awards: None disclosed for directors; 2024 Director Compensation table shows no stock awards for Advisory Committee members (cash-only) .
• Performance metrics: No performance-linked director compensation metrics disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and litigation expertise, with extensive experience advising on board matters; financial/accounting familiarity cited by nominators; educational credentials include BBA (Baylor) and JD (Wake Forest) .
• Meets independence criteria and audit committee financial expertise expectations upon election; brings corporate governance-oriented legal experience to Audit/Compensation oversight .

Equity Ownership

Governance Assessment

• Strengths

  • Independence and audit committee qualification: Wariner is deemed independent and expected to serve on the Audit/Compensation functions (Advisory Committee) as a financially literate “audit committee financial expert,” bolstering board oversight of financial reporting and executive pay .
  • Legal/litigation depth: Senior litigation leadership background at Jacobs and prior roles at JPMorgan and Clark Hill enhance risk oversight (cybersecurity, litigation, compliance) aligned with DMLP’s risk monitoring processes .

• Alignment and incentives

  • Ownership alignment appears limited: Wariner reported no DMLP units as of March 6, 2025; the Advisory Committee director pay is cash retainer-based without disclosed equity grants, which may signal weaker “skin-in-the-game” versus equity-linked director compensation models .
  • Hedging/derivatives prohibited: Insider trading policy bans short sales and publicly traded options, mitigating misalignment risks from hedging .

• Process and potential conflicts

  • Nomination control and absence of a nominating committee: Board nominations are controlled by members of the general partner’s general partner; no diversity policy; this centralized process can constrain independence and introduce potential conflicts of interest in board composition and refreshment .
  • Advisory Committee consolidation and consultant use: The same committee handles Audit, Compensation, and conflict matters; the Compensation Committee does not operate under a charter and does not use independent compensation consultants—board reserves direct approval rights—potentially limiting external benchmarking rigor .
  • Related-party oversight: Conflicts are resolved by the general partner with Advisory Committee approval, and must be fair and reasonable; reimbursement flows to the general partner and operating partnership are significant and subject to a 5% cap formula, which requires vigilant oversight by the Advisory Committee .

• Attendance and engagement

  • Board activity: Nine meetings and eight unanimous written consents in 2024; all managers achieved ≥75% attendance; Wariner’s attendance will be assessable post-election .

• Shareholder sentiment

  • Prior say-on-pay: 92% support in 2023; NEO equity program introduced (not directly related to director pay) indicates responsiveness to investor feedback on executive alignment; next say-on-pay is planned for 2026 .

RED FLAGS

• No director equity ownership for Wariner, and cash-only director compensation (no equity grants) may reduce long-term alignment with unitholders .
• Nominations controlled by the general partner’s members, with no nominating committee or diversity policy, can impair independent board refreshment and create perceived conflicts of interest .
• Compensation oversight without an independent consultant and a combined Advisory Committee handling Audit, Compensation, and conflicts may reduce structural checks and balances .

Notable Signals

• Expected appointment to Audit/Compensation functions with audit financial expert designation strengthens oversight credibility .
• Legal and litigation expertise offers complementary risk management depth to the board’s existing financial/engineering competencies .

Citations: All facts above are sourced from DMLP’s 2025 DEF 14A Proxy Statement (published March 6, 2025).