Jason Long

About Jason Long

Jason Long, 43, is President and Chief Executive Officer of LandBridge Company LLC and has served on the board since June 2024; he holds a Bachelor of Science from Texas Christian University and has roughly 20 years of entrepreneurial and operating experience in oil and natural gas, including founding produced water businesses in the Delaware Basin . Under his tenure, LandBridge reported FY 2024 revenue of $109,954 thousand versus $72,865 thousand in FY 2023, and Adjusted EBITDA of $97,069 thousand versus $62,804 thousand, reflecting strong growth in core operating metrics . The board’s leadership structure separates the CEO and Chairman roles (David N. Capobianco is Chairman), supporting operational focus and board oversight in a controlled company context .

Past Roles

External Roles

Fixed Compensation

• 2024 bonus was a one-time IPO-related award; RSU values reflect grant-date fair value; Incentive Units are classified as option-like awards under SEC definitions .

Performance Compensation

RSUs (LTIP)

• Grant: 254,827 RSUs outstanding (unvested) with market value $16,461,824 at 12/31/24 (based on $64.60 close) .
• Acceleration: RSUs fully vest upon termination without cause or for good reason, death/disability (minimum 50% vesting or next-12-months vesting), and upon change in control .

Incentive Units (LandBridge Holdings and NDB LLC; profits interests)

Equity Ownership & Alignment

• Unvested RSUs: 254,827 at 12/31/24; market value $16,461,824 (based on $64.60 closing price) .
• Incentive Units: Exercisable 4,000; Unexercisable 114,228 and 650 .
• Anti-pledging/anti-hedging: Directors and executive officers are prohibited from pledging company securities; hedging, short sales, and transactions in company-based derivatives are prohibited .
• Insider trading policy requires trading windows and preclearance for certain transactions; Rule 10b5-1 plans permitted with authorization .

Employment Terms

• Structure: LB’s senior executive management, including Jason Long, is provided via a Shared Services Agreement with WaterBridge affiliates; LB paid ~$10.1 million in 2024 for shared services (inclusive of ~$5.0 million one-time IPO bonus allocations) .
• Term: Shared Services Agreement continues until terminated by mutual agreement; reimbursements cover allocated compensation/benefits and overhead; LB does not set specific individual base salary or target bonus amounts under this agreement .
• Severance/Change-in-Control Economics:
  • RSUs: immediate full vest on termination without cause/for good reason and change-in-control; death/disability triggers vesting of next 12 months or minimum 50% of grant; accelerated value computed using outstanding RSUs and closing price at the relevant date (e.g., $64.60 on 12/31/24) .
  • Incentive Units: 12-month forward vest on termination without cause/for good reason; greater of 12-months or 50% of original grant for death/disability; partial forfeiture on cause; change-in-control can accelerate per governing agreements .
• Clawback: Board-adopted policy (June 27, 2024) enabling recovery of incentive-based compensation tied to financial reporting measures (including TSR, revenues, EBITDA, FCF) in event of a restatement; no indemnification for recovered amounts .

Performance & Track Record

• Operating structure: Controlled company with significant related-party activity; produced water and fresh water facility agreements with affiliates generated $26.1 million in fees (WB NDB) and additional related-party revenues including a $8.0 million deposit tied to data center development in 2024 .

Board Governance

• Role and Tenure: CEO since January 2024; director since June 2024 .
• Leadership Structure: Chairman and CEO roles separated; Chairman is David N. Capobianco .
• Controlled Company: LandBridge Holdings controls >50% voting power (69.6% combined); LB is exempt from certain NYSE corporate governance requirements; audit committee remains fully independent .
• Committees: Audit Committee comprises independent directors (Chase as financial expert, Watson, Daul); LB does not currently have a compensation or nominating/governance committee due to controlled company status .
• Attendance: From June 28–Dec 31, 2024, the Board met six times; Audit Committee met two times; all directors attended at least 75% of meetings .
• Director Compensation: Employee directors (including Jason Long) do not receive additional director fees; compensation is reflected in executive tables .

Director Compensation (Jason Long)

• As an employee director, Jason Long’s compensation is disclosed in the executive compensation tables; he did not receive separate director retainers or RSU grants under the non-employee director program .

Compensation Structure Analysis

• Equity-heavy mix post-IPO: 2024 compensation features substantial RSU grant-date fair value and incentive unit valuation, with a one-time IPO bonus; absence of disclosed fixed base salary or target bonus percentage under Shared Services .
• No stock options/SARs granted in 2024; equity awards are RSUs and incentive units; board does not time MNPI disclosures to affect award values .
• Clawback policy aligned with SEC Rule 10D-1 and exchange standards; recovery applies to incentive-based pay tied to financial metrics (including TSR) upon restatements .
• Anti-hedging/anti-pledging policies strengthen alignment; prohibits risk-reducing strategies that weaken shareholder-aligned exposure .

Risk Indicators & Red Flags

• Controlled company governance: No compensation committee; significant shareholder designation rights; independence limited to four directors; potential for sponsor influence on strategy and compensation oversight .
• Related-party transactions: Material agreements with affiliates (WaterBridge, Desert Environmental, Powered Land Partners); conflicts managed via independent Conflicts Committee where applicable .
• Structural complexity: Up-C-like OpCo/Class B arrangement with redemption mechanics and tax basis step-ups; equity offering condition for cash elections when controlling holder owns ≥40% voting power .
• Insider trading controls: Strong policy framework; however, emerging growth company disclosures limit granularity of individual fixed pay elements .

Compensation Committee Analysis

• No standing compensation committee due to controlled company status; if control ceases, LB expects to establish a fully independent compensation committee compliant with SEC and NYSE rules .

Equity Ownership & Beneficial Holders Context

• Jason Long: 254,827 Class A shares; <1% voting power .
• LandBridge Holdings LLC: 53,141,496 Class B shares (69.6% combined voting power), with governance control across affiliated funds; Chairman (Capobianco) can exercise voting/dispositive power via GP entities .

Investment Implications

• Alignment: Time-based RSUs with robust anti-hedging/anti-pledging and an explicit clawback policy enhance alignment; RSU and incentive unit acceleration on change-of-control can concentrate realized value around transaction events .
• Retention Risk/Supply Overhang: Multi-year vesting of RSUs and significant unvested incentive units suggest predictable vest-driven supply, though trading is restricted by policy, windows, and potential 10b5-1 plans .
• Governance Considerations: Controlled company structure without a compensation committee and extensive related-party dealings warrant heightened monitoring of pay-for-performance integrity and conflict management through the Audit/Conflicts Committees .
• Performance Trend: FY 2024 revenue and Adjusted EBITDA growth versus FY 2023 reflect operating momentum; continued affiliate transactions and surface use monetization are key levers under management’s strategy .