David Capobianco
About David N. Capobianco
Chairman of the Board at LandBridge Company LLC (LB). Age 55; joined the board at IPO (June 2024) and has served as Chairman since then. He is CEO and Managing Partner of Five Point Energy, with prior roles at Vulcan Capital (founder/co-head PE group), Greenhill Capital Partners, Harvest Partners, and Salomon Brothers. Education: MBA, Harvard Business School; BA, Duke University. LB separates the Chair and CEO roles (Capobianco as Chair; Jason Long as CEO). Capobianco is not classified as an independent director under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Point Energy LLC | Chief Executive Officer & Managing Partner | Since 2012 | Leads sponsor controlling LB’s Class B shares via LandBridge Holdings (control structure described in proxy) |
| Vulcan Capital | Founder and Co-Head, Private Equity Group | Prior to 2012 | Built investing platform; later chaired boards of several Vulcan-affiliated companies |
| Plains All American Pipeline, L.P. (NYSE: PAA) | Director; Chair, Compensation Committee | Prior | Oversight of compensation at a large public midstream entity |
| Greenhill Capital Partners; Harvest Partners; Salomon Brothers (Energy Corporate Finance) | Investment professional / banker | Prior | Energy M&A/finance background |
| Vulcan Energy Corp. (formerly Plains Resources); PAA/Vulcan Gas Storage; Vulcan Resources (formerly Calumet Florida) | Chairman/Director | Prior | Board leadership roles |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| NDB Midstream LLC | Chairman of the Board | Private | Sponsor portfolio company |
| WaterBridge Holdings LLC | Chairman of the Board | Private | Related-party counterparty to LB under multiple commercial agreements |
| Twin Eagle Resource Management LLC | Chairman of the Board | Private | Sponsor portfolio company |
| Deep Blue Midland Basin LLC | Chairman of the Board | Private | Sponsor portfolio company |
| Northwind Midstream Holdings LLC | Chairman of the Board | Private | Sponsor portfolio company |
| San Mateo Midstream, LLC | Director | Private | Sponsor portfolio company |
Board Governance
- Role and independence: Chairman of the Board; not listed among LB’s independent directors (independents: Andrea Nicolás, Charles Watson, Ty Daul, Valerie P. Chase). LB is a “controlled company” (LandBridge Holdings >50% voting power) and relies on NYSE controlled-company exemptions.
- Committee assignments: Not on the Audit Committee (members: Valerie P. Chase, Chair; Ty Daul; Charles Watson). LB does not maintain a standing compensation committee while it is a controlled company. Ad hoc Conflicts Committee is formed when needed and is composed of independent, disinterested directors.
- Attendance and engagement: From June 28, 2024 through Dec 31, 2024, the Board met 6 times; each director attended at least 75% of Board and applicable committee meetings in that period.
- Board leadership: Chair and CEO roles are separated (Capobianco as Chair; Jason Long as CEO).
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $0 (Company does not pay compensation to “Five Point Directors,” which includes Capobianco) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 (no meeting fees paid to non-employee directors) |
Note: Non-Five Point Directors received a $100,000 retainer; Audit Committee members +$10,000; Audit Committee chair +$10,000; plus RSUs (~$125,000 fair value at IPO) in 2024. Five Point Directors, including Capobianco, received none of these payments.
Performance Compensation
| Instrument | Grant Date | Quantity | Grant-Date Fair Value | Vesting / Performance Metrics |
|---|---|---|---|---|
| RSUs | N/A (no director equity for Capobianco) | — | — | No performance-based or time-based equity disclosed for Capobianco as a director in 2024. |
| Options/Other | N/A | — | — | No director options or performance metrics disclosed for Capobianco. |
- Performance metrics tied to director pay: None disclosed for Capobianco (no director pay received).
- Anti-hedging: LB prohibits hedging, short sales, or company-based derivatives by directors.
Other Directorships & Interlocks
| Entity | Relationship to LB | Potential Interlock/Conflict Consideration |
|---|---|---|
| WaterBridge (affiliated entities) | Multiple facility and surface use agreements; fees paid/received under commercial arrangements | Capobianco chairs WaterBridge Holdings; related-party transactions with LB; overseen via Audit Committee/Conflicts Committee as applicable. |
| Desert Environmental LLC | SUAs with LB; royalties/fees | Director Michael S. Sulton serves on Desert Environmental board; sponsor-affiliate; related-party transactions policy applies. |
| Powered Land Partners, LLC (JV incl. Five Point funds) | Data center lease development agreement on ~2,000 acres; $8M deposit; milestone rents | Approved by independent Conflicts Committee; reflects governance process for sponsor-related transactions. |
Expertise & Qualifications
- 25+ years investing and building energy infrastructure businesses; prior public board service at PAA (Comp Committee Chair). Financial, M&A, and energy domain expertise; recognized as qualified to guide strategy and oversee related-party complexity.
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Voting Power | Notes |
|---|---|---|---|---|
| David N. Capobianco (through LandBridge Holdings LLC) | Class B shares (paired with OpCo Units) | 53,141,496 | 69.6% combined voting power | May be deemed beneficial owner via control of Five Point GPs; disclaims beneficial ownership beyond pecuniary interest. |
- Structure: Each Class B share has one vote but no economic rights; paired OpCo Units can be redeemed for Class A or cash (subject to conditions).
- Pledging/Hedging: Hedging prohibited by policy; pledge status not disclosed.
Governance Assessment
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Strengths
- Separation of Chair/CEO; Audit Committee comprised entirely of independent directors; written Related Party Transactions policy; use of an independent ad hoc Conflicts Committee for significant affiliate deals (e.g., PLP data center lease).
- Board/committee attendance at or above 75% during the 2024 stub period.
- No director cash/equity paid to sponsor-affiliated “Five Point Directors,” including Capobianco, reducing direct-pay conflicts at the LB board level.
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Risk indicators and RED FLAGS
- Controlled company: LandBridge Holdings controls >50% voting power; Capobianco, through entities he controls, may exercise voting/dispositive power over LB’s Class B shares. This confers 69.6% combined voting control—concentrated control risk for minority holders and exemptions from certain NYSE governance requirements (e.g., no standing compensation or nominating/governance committees).
- Extensive related-party activity with sponsor-affiliated companies (WaterBridge, Desert Environmental, PLP JV), requiring ongoing reliance on conflicts governance; while oversight exists, the volume of affiliate transactions elevates conflict risk.
- Consent and control rights: Sponsor retains significant consent rights and director designation rights while ownership thresholds are met, which can constrain governance flexibility.
- No say-on-pay presented in the 2025 proxy (emerging growth company context) and no standing compensation committee—potential future governance friction if/when LB ceases controlled-company status.
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Implications for investors
- Expect efficient execution on sponsor-aligned strategy and related-party buildout, but minority investor protections rely heavily on the independence and rigor of the Audit and Conflicts Committee processes. Monitoring the composition and authority of independent directors and the disclosure/approval trail for affiliate transactions is critical.
Notes on Unavailable/Undisclosed Items
- Director-specific stock ownership guidelines and compliance; director attendance detail beyond 75% threshold; executive session frequency; director hedging/pledging specifics; recent Form 4 trading activity for Capobianco—these were not disclosed in the 2025 proxy.