Charles Watson
About Charles Watson
Charles Watson (age 75) is an independent director of LandBridge Company LLC (LB) since June 2024. He is an energy industry executive and entrepreneur, formerly Chairman & CEO of Dynegy Inc., and currently serves on LB’s Audit Committee. He holds a bachelor’s degree in economics from Oklahoma State University. LB’s board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynegy Inc. (incl. predecessor NGC Corp.) | Founder of NGC (1985), later Chairman & CEO of Dynegy | 1985–May 2002 | Built a leading North American power and gas marketer |
| Conoco | Various roles | 1972–1985 | Early energy industry experience |
| Eagle Energy Partners | Chairman; Co‑founder; led sale to Lehman (2007) and later to EDF (2008) | 2003–2008 | Led transactions culminating in sale to Électricité de France |
| Twin Eagle (affiliate of Five Point) | Chairman & Co‑founder; currently remains on the board | 2010–2023 (Chairman); current director | Midstream terminal/logistics; affiliate interlock with LB’s sponsor ecosystem |
| Caldwell Watson Real Estate Group | Co‑founder | 1996–present (private) | Real estate ventures |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Baylor College of Medicine | Board member | Current | Non‑profit board service |
| Baker Hughes Inc. | Director | 1990–2015 (past) | Large-cap public energy services board experience |
| Mainstream Renewable Power | Board member | Past | Global renewables developer |
| Angeleno Group | Board of Advisors | Current | Clean energy PE advisory role |
| DocuSign | Advisory Council | Current | Technology industry advisory role |
Board Governance
- Independence: LB identifies Watson as independent under NYSE rules and Exchange Act Rule 10A‑3.
- Committee assignments: Audit Committee member (Audit Committee fully independent; Valerie P. Chase is Chair and “audit committee financial expert”).
- Attendance and activity: From IPO (June 28, 2024) through Dec 31, 2024 the Board met 6 times; Audit Committee met 2 times; each director attended at least 75% of Board/committee meetings.
- Leadership and structure: LB is a “controlled company” (sponsor-controlled); not required to have independent compensation or nominating committees and does not currently expect to have a compensation committee. Audit Committee remains fully independent as required.
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 55,000 | 229,119 | 284,119 |
Notes:
- Structure for non-employee directors (excluding Five Point-affiliated directors): annual cash retainer $100,000; +$10,000 for Audit Committee membership; +$10,000 for Audit Chair; no meeting fees/perquisites. Watson’s 2024 cash reflects prorated service post-IPO; he did not receive ad hoc conflicts committee retainers (those were paid to other directors).
- Non-employee directors received an RSU grant in July 2024 with a fair value of approximately $125,000 at IPO price; accounting grant-date fair values reported for 2024 were ~$229,119 per director given subsequent valuation.
Performance Compensation
| Element | 2024 Detail |
|---|---|
| Options | None granted; LB states it does not currently grant options or SARs as part of equity programs. |
| Performance-based equity | None disclosed for directors; 2024 director RSUs granted, with no performance metrics disclosed. |
| Meeting/performance fees | None; no per‑meeting fees or additional perquisites for directors. |
Other Directorships & Interlocks
- Sponsor ecosystem connections: Watson remains on the board of Twin Eagle, an affiliate of Five Point, LB’s controlling shareholder via LandBridge Holdings. This is an interlock within the sponsor ecosystem (not a direct competitor), relevant to conflict oversight.
- Historical public board service: Baker Hughes Inc. (1990–2015).
Expertise & Qualifications
- Energy sector operator and entrepreneur; extensive midstream, power marketing, and logistics leadership.
- Public company governance experience across energy and industrial technology ecosystems.
- Education: B.A. in Economics, Oklahoma State University.
Equity Ownership
| Security | Amount | % Voting Power |
|---|---|---|
| Class A shares beneficially owned | 124,953 | <1% (combined voting power) |
Additional notes:
- Non-employee directors received 7,353 RSUs in July 2024 (for Ms. Nicolás, in September 2024); RSUs remained outstanding as of filing.
- Anti-hedging: Directors are prohibited from hedging transactions and short sales in LB securities under the Insider Trading Policy.
Governance Assessment
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Strengths
- Independence and audit oversight: Watson serves on a fully independent Audit Committee; the committee oversees auditor selection, fees, and financial controls, with an identified financial expert as Chair.
- Attendance/engagement: Met the ≥75% attendance threshold; participated during a period of six Board and two Audit meetings post-IPO.
- Ownership alignment: Holds 124,953 Class A shares; directors receive equity (RSUs), supporting alignment; hedging prohibited.
-
Watch items / Potential conflicts
- Controlled company: LB is sponsor-controlled (LandBridge Holdings/Five Point), exempt from certain NYSE governance requirements; no standing compensation or nominating committee.
- Ecosystem interlocks: Watson’s board seat at Twin Eagle (Five Point affiliate) creates perceived alignment with sponsor ecosystem. Conflicted matters may be addressed via independent Conflicts Committee mechanisms. Watson did not receive a conflicts committee retainer in 2024 (indicating he was not on the ad hoc conflicts committee that year).
- Related party exposure: LB discloses multiple related-party arrangements with affiliates (e.g., Desert Environmental; Powered Land Partners JV with Five Point), emphasizing the need for robust conflicts review.
-
Process safeguards
- Conflicts oversight: The LLC Agreement allows conflicted transactions if approved by a committee of independent directors, a majority of disinterested shareholders, on third‑party terms, or deemed fair and reasonable by the Board.
- Audit Committee independence and chartered responsibilities appear in line with SEC/NYSE standards.
Appendix: Board & Committee Snapshot (Watson)
- Director since: June 2024.
- Independence: Yes (NYSE rules and Rule 10A‑3).
- Committees: Audit Committee (member); Audit Chair is Valerie P. Chase; Audit met 2 times (6 Board meetings total) in 2024 post‑IPO.
- 2024 Director Compensation: $55,000 cash; $229,119 equity; total $284,119.
- Equity owned: 124,953 Class A shares (<1% voting power).
- Education: B.A., Oklahoma State University.