Frank Bayouth
About Frank Bayouth
Frank Bayouth (age 59) has served as a director of LandBridge Company LLC since June 2024. He is Executive Vice President and General Counsel at Five Point Energy (since January 2022), following more than 30 years at Skadden, Arps, Slate, Meagher & Flom LLP, including 20+ years as Partner specializing in M&A and corporate/securities law. He serves on the board of WaterBridge; he holds a BBA in Accounting from Texas Tech University and a JD from the University of Texas School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; specialized in M&A and corporate/securities law | Over 30 years including 20+ as Partner | Legal/M&A execution, governance advisory |
| Five Point Energy | Executive Vice President & General Counsel | Since January 2022 | Legal and governance leadership across portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WaterBridge | Board Member | Current | Interlock via shared sponsorship with Five Point; LB has significant commercial agreements with WaterBridge affiliates |
Board Governance
- Independence: Not independent; Board determined only Andrea Nicolás, Charles Watson, Ty Daul, and Valerie P. Chase meet NYSE and Exchange Act independence requirements, and Bayouth is not among them .
- Committees: Not on the Audit Committee (members: Watson, Daul, Chase; Chase designated as the audit committee financial expert) .
- Conflicts Committee: Ad hoc Conflicts Committee compensation was paid to Daul (+$10k), Chase (+$10k), and Nicolás (+$5k chair); Bayouth did not receive Conflicts Committee fees, and conflicts committee members must be independent and unaffiliated with LandBridge Holdings or its affiliates, making Bayouth ineligible given his Five Point role .
- Attendance: From June 28, 2024 through Dec 31, 2024, each director attended at least 75% of Board and applicable committee meetings (Board met six times; Audit Committee met twice), which includes Bayouth .
- Tenure and leadership: Director since June 2024; Board led by Chairman David N. Capobianco; CEO Jason Long separate from Chair .
Fixed Compensation
| Director | 2024 Fees Earned/Paid ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Frank Bayouth | $0 (Company does not pay Five Point Directors) | $0 (Company does not pay Five Point Directors) | $0 |
Context: Non-Five Point directors received an annual cash retainer of $100,000, plus $10,000 for Audit Committee service, $10,000 for Audit Chair, and RSUs with fair value ≈$125,000; Bayouth (a Five Point Director) received none of these .
Performance Compensation
| Component | Performance Metrics | Applies to Bayouth | Notes |
|---|---|---|---|
| Director equity (RSUs/PSUs) | None disclosed for directors beyond standard RSU grants for non-Five Point directors | No | Company pays no director compensation to Five Point Directors (no RSUs/PSUs), thus no performance linkage for Bayouth |
| Options/Performance awards | Not applicable for directors | No | No director option awards disclosed; Bayouth receives none |
Other Directorships & Interlocks
| Entity | Relationship to LB | Bayouth’s Role | 2024 Transaction Magnitude | Governance Handling |
|---|---|---|---|---|
| WaterBridge NDB Operating LLC | Customer/partner; produced water and fresh water facilities agreements and SUAs | Board Member at WaterBridge | LB received $26.1 million in fees in 2024; $9.3 million in 2023 | Related party transactions subject to review; conflicts committee framework defined |
| WaterBridge Operating LLC | SUAs including inherited lease/use rights from Wolf Bone Ranch | Board Member at WaterBridge | LB received < $0.1 million in 2024; $1.1 million in 2023 | Related party transaction policy applies |
| Desert Environmental LLC | Shared sponsor; SUAs for non-hazardous oilfield reclamation facilities | Shared sponsor (Five Point) | LB received $1.3 million in 2024; $1.1 million in 2023 | Related party transaction policy and oversight |
| Powered Land Partners, LLC (JV with Five Point funds) | JV to develop data center and power facilities on LB land | Shared sponsor (Five Point) | $8.0 million non-refundable deposit in Dec 2024; escalating annual lease payments upon construction | Approved by independent Conflicts Committee |
Expertise & Qualifications
- Legal, governance, and M&A expertise from 30+ years at Skadden and current GC role at Five Point .
- Industry exposure via WaterBridge board and Five Point portfolio, relevant to LB’s customer base and infrastructure context .
- Education: BBA in Accounting (Texas Tech); JD (University of Texas School of Law) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Frank Bayouth | 0 | 0 | Less than 1% |
No pledged or hedged shares disclosed; LB’s anti-hedging policy prohibits hedging, short sales, and derivative transactions by directors .
Governance Assessment
- Strengths:
- Deep legal/G&A/M&A experience; can support transaction structuring, governance, and risk oversight relevant to LB’s surface-use and infrastructure monetization strategy .
- LB employs an independent Audit Committee with a designated financial expert (Chase) and utilizes independent Conflicts Committees for transactions with shared-sponsor affiliates (e.g., PLP) .
- Concerns and RED FLAGS:
- Not independent; executive at Five Point (the controlling shareholder group), which designates directors and holds 69.6% combined voting power via Class B shares—risk of influence over board decisions and related-party dealings .
- Interlocks: Bayouth sits on WaterBridge’s board while LB has material, recurring commercial agreements with WaterBridge affiliates ($26.1m fees in 2024), raising potential conflicts of interest and monitoring needs .
- No LB director compensation or equity for Bayouth; zero direct ownership in LB (Class A/B), limiting direct “skin-in-the-game” alignment with public shareholders .
- Controlled company exemptions: No compensation committee or nominating/governance committee; director selection controlled by LandBridge Holdings, reducing independent oversight of pay and nominations .
- Engagement:
- Attendance at least 75% for the period post-IPO; however, LB’s 2024 governance year was partial (six Board meetings, two Audit) .
Overall implication: Bayouth’s legal acumen is valuable, but his Five Point affiliation, interlocks, and lack of direct LB ownership increase perceived conflict risk. Reliance on independent Audit/Conflicts Committees and transparent related-party oversight is critical for investor confidence in governance outcomes .