Andrea Nicolás
About Andrea Nicolás
Independent director (age 57) appointed in September 2024. Former Skadden, Arps, Slate, Meagher & Flom LLP partner with 20+ years of experience, specializing in capital markets financing and corporate/securities law; education includes B.S. in Microbiology (University of Maryland), Ph.D. in Molecular Microbiology and J.D. (Columbia University) . Determined independent under NYSE and Exchange Act rules; LB is a controlled company, but maintains a fully independent Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; various roles | Over 20 years beginning in 1998; 14 years as Partner | Specialized in capital markets financing and corporate/securities law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ohmium International Inc. | Director | Current (as disclosed) | Company type/committees not disclosed |
Board Governance
- Independence: Board determined Andrea Nicolás is independent (one of four independent directors) .
- Committee assignments: Served on an ad hoc Conflicts Committee and was its chair in 2024 (received committee and chair retainers) . Not a member of the Audit Committee (members are Watson, Daul, Chase) .
- Attendance: From June 28, 2024–Dec 31, 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 6 times and Audit Committee met 2 times .
- Controlled company context: LandBridge Holdings controls >50% voting power; LB is exempt from certain NYSE governance requirements (e.g., independent compensation committee), but maintains an all‑independent Audit Committee and utilizes independent Conflicts Committees for related‑party matters .
- Shareholder voting: LandBridge Holdings can designate a majority+1 of directors while it owns ≥40% of shares; no cumulative voting; majority owner can elect all directors standing for election .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned (cash) | $44,671 | Prorated for 2024 service (joined September 2024) |
| Conflicts Committee retainer | $10,000 | Ad hoc committee member (2024) |
| Conflicts Committee chair retainer | $5,000 | Chair (2024) |
| Standard annual director cash retainer (program) | $100,000 | Applies to non‑Five Point directors |
| Audit Committee member retainer (program) | $10,000 | Not applicable to Nicolás (not an Audit member) |
| Audit Committee chair retainer (program) | $10,000 | Not applicable to Nicolás |
Performance Compensation
| Grant Type | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| RSUs (Director grant) | September 2024 | 7,353 | 279,340 | Director equity under LTIP; as of filing, RSUs remain outstanding |
- Performance metrics: Proxy describes director compensation as cash plus RSUs; no performance-based equity or director bonus metrics disclosed .
- Anti-hedging: Directors prohibited from hedging Company securities; short sales and derivatives transactions barred by Insider Trading Policy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| Ohmium International Inc. | Not disclosed | Director | None disclosed |
Expertise & Qualifications
- Legal/governance/capital markets: Extensive capital markets financing and corporate/securities law experience; governance expertise applicable to conflicts review and capital markets transactions .
- Education: B.S. Microbiology (University of Maryland), Ph.D. Molecular Microbiology (Columbia GSAS), J.D. (Columbia Law School) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Andrea Nicolás | 7,353 | — | <1% |
- Ownership guidelines and pledging: Director stock ownership guidelines and any pledging are not disclosed; anti‑hedging policy applies to directors .
Governance Assessment
-
Positives
- Independent director with deep legal and capital markets expertise; adds oversight strength in a controlled company context .
- Chaired an ad hoc Conflicts Committee, a critical mechanism to evaluate related‑party transactions (e.g., PLP data center lease was referred to an independent Conflicts Committee for approval) .
- Attendance threshold met during 2024; signals engagement in inaugural post‑IPO governance period .
-
Risks/RED FLAGS
- Controlled company status concentrates board designation rights and voting power with LandBridge Holdings; no independent compensation or nominating committee required under NYSE rules .
- Extensive related‑party arrangements with affiliates (WaterBridge, Five Point, Desert Environmental, PLP) heighten conflict risk; reliance on Conflicts Committees is essential for investor confidence .
- Director compensation program uses time‑based RSUs; no disclosed performance conditions for director equity, modest alignment signal despite share ownership .
-
Implications
- Nicolás’ independence and conflicts committee leadership are positive governance signals within a controlled structure; robust use and transparency of Conflicts Committees should continue to mitigate related‑party risks .
- Monitoring of director equity ownership growth and continued attendance/engagement metrics can strengthen investor confidence as LB transitions through early public company years .