William Casey McManemin
About William Casey McManemin
William Casey McManemin, age 64, serves as Chairman of the Board of Managers (since May 2015) and Senior Advisor; he previously served as Chief Executive Officer of Dorchester Minerals, L.P. until October 1, 2022 and has been CEO and a manager of Dorchester Minerals Management GP LLC since 2001. He holds a B.S. in Petroleum Engineering from Texas A&M University and is a Registered Professional Engineer in Texas . Under his leadership and continuing board stewardship, DMLP’s Total Unitholder Return progressed from $63 (value of $100 invested on 12/31/2019) in 2020 to $300 in 2024, while net income moved from $21.9 million (2020) to $92.4 million (2024) amid significant mineral acquisitions and distributions of $146.5 million in 2024 . The board explicitly states it does not use formulaic performance metrics to determine executive pay, relying instead on discretion for other NEOs (and no variable pay for McManemin) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dorchester Minerals, L.P. | Chief Executive Officer | Until Oct 1, 2022 | Led operations through acquisition-driven growth and disciplined capital structure . |
| Dorchester Minerals, L.P. | Chairman of the Board of Managers | May 2015–Present | Board leadership, separation of Chair/CEO post-Oct 2022 supporting oversight and accountability . |
| Dorchester Minerals Management GP LLC | Chief Executive Officer and Manager | 2001–Present | Oversight of general partner controlling DMLP; governance continuity . |
| Dorchester Minerals Operating GP LLC | Chief Executive Officer | 2001–Present | Oversight of operating partnership administering NPI properties . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SASI Minerals Company | Co‑founder (with H.C. Allen, Jr.) | 1988 | Built mineral royalty platforms foundational to DMLP’s strategy . |
| Republic Royalty Company | Co‑founder (with H.C. Allen, Jr.) | 1993 | Expanded royalty interests; precursor entities to DMLP . |
| Spinnaker Royalty Company, L.P. | Co‑founder (with H.C. Allen, Jr.) | 1996 | Scaled royalty portfolio across basins . |
| CERES Resource Partners, LP | Co‑founder (with H.C. Allen, Jr.) | 1998 | Diversified energy investments in minerals/royalties . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $96,000 | $96,000 | $96,000 |
| Bonus ($) | — | — | — |
| Stock/Unit Awards ($) | — | — | — |
| All Other Compensation ($) | $19,200 (SEP‑IRA) | $19,200 (SEP‑IRA) | $19,200 (SEP‑IRA) |
| Total ($) | $115,200 | $115,200 | $115,200 |
Notes:
- Salary has been $96,000 annually since partnership formation in 2003; Advisory Committee maintained this salary recognizing his service and alignment via ownership; no cash bonus or equity awards in 2022–2024 .
Performance Compensation
- The board does not use financial or non‑financial performance measures to link executive compensation to company performance; McManemin receives no variable pay (no bonus or equity awards), so there are no metric weightings, targets, or formulaic payouts to report .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,233,039 common units (2.6% of 47,339,756 units outstanding as of Mar 6, 2025) . |
| Ownership Breakdown | 706,481 units held individually/IRA/Keogh; 467,803 by 1307, Ltd.; 5,531 by SAM Partners Management, Inc.; 53,224 by Smith Allen Oil & Gas, LLP; beneficial ownership disclaimed where no economic interest exists but deemed via shared voting/investment power . |
| Vested vs. Unvested | No unvested awards; no notional/common unit grants to McManemin; all holdings are vested . |
| Options | None disclosed (no option awards in compensation tables) . |
| Pledging/Hedging | Insider trading policy prohibits short sales and transactions in publicly-traded options (puts, calls, derivatives); pledging as collateral is not disclosed . |
| Ownership Guidelines | No director/exec stock ownership guidelines disclosed; compliance status not disclosed (no mention). |
| Insider Activity | One late Form 4 filed for McManemin reporting a gift of common units; otherwise Section 16 filings complied (late grants for other NEOs) . |
Employment Terms
| Provision | McManemin Terms |
|---|---|
| Employment Agreement | None; no employment agreements with any NEOs . |
| Severance | None; no contractual severance obligations . |
| Change-of-Control | None; no obligations for change of control; no acceleration terms disclosed . |
| Clawback Policy | Not disclosed; no compensation clawback language reported in proxy (no mention). |
| Non‑Compete/Non‑Solicit | Not disclosed (no mention). |
| Garden Leave/Post‑Termination | Not disclosed (no mention). |
| Related Party/GP Agreements | Business Opportunities Agreement allows GP parties to pursue renounced opportunities; conflicts require Advisory Committee approval and must be fair/reasonable to the Partnership; management expense reimbursement capped by formula (5% limit with carry-forward/back features) . |
Board Governance
- Roles and independence:
- Chairman of the Board since May 2015; CEO role separated since Oct 2022 (Ehrman as CEO), which the Board views as enhancing oversight and accountability .
- Board determined a majority of managers are independent (Allen, Box, Lassiter, Russell, Trout, Vaughn, Carver, Rochelle, Wariner); McManemin is not listed as independent, consistent with his appointed manager/executive status .
- Committees and attendance:
- Advisory Committee (functions as Audit and Compensation) comprised of Lassiter, Russell, and Trout; Wariner to join after Trout’s term end; Board held 9 meetings in 2024, acted by unanimous consent 8 times; each Manager attended ≥75% of meetings; 7 of 9 managers attended the 2024 Annual Meeting .
- Audit Committee charter posted online; members deemed “financial experts”; no preparation of financial statements by members in prior 3 years .
- Director compensation (committee service):
- Appointed Managers (incl. McManemin) receive no remuneration for Board service; Advisory Committee members receive $35,000 annual retainer (plus any special committee fees), Contributor Appointed Manager pro-rated; 2024 had no special committee meetings .
- Dual-role implications:
- Post-2022 separation of CEO/Chair roles mitigates CEO+Chair concentration risk. McManemin’s chairmanship coupled with executive affiliation (appointed manager) raises standard independence considerations, but overall board maintains majority independence and active committee oversight .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Unitholder Return (Value of $100 Investment) | $63 | $125 | $215 | $257 | $300 |
| Net Income ($) | $21,867,000 | $70,174,000 | $130,607,000 | $114,117,000 | $92,449,000 |
Highlights:
- 2024 outcomes: Net income $92.4m; distributions $146.5m; multiple mineral/royalty acquisitions financed via S‑4 unit issuance; first payments on 1,943 gross/12 net new wells on Royalty Properties and 146 gross/2 net on NPI Properties; activity concentrated in Permian, Bakken, South Texas, Rockies .
- Strategic posture: Conservative capital structure (prohibition on leverage), disciplined reimbursement caps to GP, accretive acquisitions funded via equity issuance under effective S‑4 registrations .
Say‑on‑Pay & Compensation Committee Analysis
- Say‑on‑Pay: Over 92% approval at 2023 Annual Meeting; board shifted to granting notional unit awards for other NEOs (Ehrman, Moriyama) post‑vote; next Say‑on‑Pay in 2026; frequency vote planned for 2029 .
- Committee composition and consultants: Advisory Committee acts as Compensation Committee for manager‑officers; simple remuneration structure; no consultants; no compensation committee charter; Board may directly review/approve pay decisions .
- Peer group for pay/performance disclosure: Black Stone Minerals, Viper Energy, Sitio Royalties, Kimbell Royalty Partners .
Compensation Structure Analysis
- Year‑over‑year mix: McManemin’s pay is fully fixed ($115,200 per year inclusive of SEP‑IRA contributions), with no equity or bonus—strong alignment comes from substantial unit ownership rather than incentive plan payouts .
- No shift to RSUs/options for McManemin; options not used; no repricing/modifications of equity awards disclosed for him .
- Company’s broader NEO comp: For retention and alignment of CEO/CFO, notional units vest in three equal annual tranches beginning one year after grant; grants determined via board discretion (position, scope, value creation) .
- Clawbacks/tax gross‑ups: Not disclosed; no mention of clawback provisions or tax gross‑ups in proxy (no mention).
Related Party Transactions
- Reimbursements to General Partner: $6.485m (2024) vs $5.108m (2023); capped by 5% formula with carry‑forward/back features; expenses include rent, wages, benefits, professional/regulatory costs, etc. .
- Reimbursements to Operating Partnership by subsidiaries: $120,000 aggregate (2023 and 2024) under administrative/lease agreements .
- Conflict resolution: Approval by Advisory Committee required; must be fair and reasonable (or on terms no less favorable than third party), with enumerated factors considered .
Risks & Red Flags
- Independence: McManemin is not classified as independent; however, the board maintains a majority of independent managers and separated Chair/CEO roles .
- Hedging/derivatives: Insider trading policy prohibits short sales and exchange‑traded derivatives, reducing misalignment risk; pledging policy not disclosed .
- Section 16: One late Form 4 for gift; otherwise compliant—no evident pattern of insider selling pressure from proxy disclosures .
- Legal: No material legal proceedings disclosed impacting financial condition .
Investment Implications
- Alignment: Significant personal and affiliated ownership (2.6% of units) and no variable pay indicate strong long‑term alignment with unitholders; appointed manager status and chairmanship sustain influence over strategy .
- Retention Risk: Absence of employment/severance/CoC protections implies limited contractual retention, but large unit ownership, continuing roles (Chairman/Advisor), and long tenure reduce near‑term departure risk .
- Governance Quality: Separation of Chair/CEO roles and majority-independent board with active Advisory Committee oversight mitigate independence concerns from his dual executive/board affiliation .
- Trading Signals: No equity grants, options, or disclosed pledging; late gift filing minimal. Insider trading constraints on shorting/derivatives further limit hedging; monitor future Form 4s for any disposition trends beyond gifts .
- Pay‑for‑Performance: For McManemin, pay consists of a modest fixed cash salary (unchanged since 2003) with alignment driven by ownership rather than incentive metrics; companywide, board explicitly does not tie “compensation actually paid” to performance measures—investors should focus on distribution capacity, acquisitions, and underlying well activity as performance drivers .
References: All facts, numbers, and statements are cited above using document IDs and chunk indexes from DMLP filings and proxies.