Jason Williams
About Jason Williams
Jason Williams (age 46) serves as Executive Vice President, Chief Administrative Officer (CAO) of LandBridge (LB) since January 2024; he previously was Senior Vice President, Chief Accounting Officer at the LB predecessor from September 2021 to December 2023, and held multiple accounting leadership roles at WaterBridge and BHP Group Limited. He holds a B.S. in Accounting from University of Houston–Clear Lake (2004) . During his tenure, company performance has improved, with Q3 2025 net income attributable to LandBridge of $8.1 million vs. $2.7 million in Q3 2024 and basic Class A EPS of $0.31 in Q3 2025 (diluted $0.26) . LB also executed strategic initiatives (acreage acquisition, solar project sale, and processing facility lease) in 2025, supporting diversified revenue streams .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LandBridge predecessor | Senior Vice President, Chief Accounting Officer | Sep 2021–Dec 2023 | Led accounting at predecessor; prepared for public company transition |
| LandBridge (LB) | Executive Vice President, Chief Administrative Officer | Jan 2024–present | CAO for LB and WaterBridge; oversees administrative and accounting functions |
| WaterBridge | VP CAO; SVP CAO; EVP CAO | Sep 2019; Jan 2021–Dec 2022; Jan–Dec 2023; EVP CAO Jan 2024–present | Built and led accounting organization across growth phases |
| BHP Group Limited | Acting VP, Accounting & Reporting; Finance Manager, Permian & Eagle Ford | — | Managed 3,000 wells and 600 miles of pipelines; senior accounting leadership |
| Willbros Group, Inc. | Controller and prior roles | — | Global engineering contractor finance leadership |
| Grant Thornton LLP | Auditor | Jan 2005–Dec 2006 | Public accounting foundation |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | Not disclosed (Shared Services Agreement structure) | Not disclosed | 800,000 | One-time IPO bonus; LB paid ~$10.1M for shared services in 2024 including ~$5M in IPO bonuses |
LB employs its senior executives via a Shared Services Agreement with WaterBridge affiliates; LB does not allocate individual salary/benefit amounts to specific executives in its disclosures .
Performance Compensation
RSUs (LTIP)
| Grant Date | Units Granted | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metric Tie | Notes |
|---|---|---|---|---|---|
| 7/15/2024 | 74,390 | 2,317,992 (aggregate RSU grant-date fair value for 2024) | Time-based RSUs vest 1/3 on each of the first three anniversaries of July 1, 2024 (i.e., July 1, 2025/2026/2027), subject to continued employment | None (time-based) | Market value of unvested RSUs at 12/31/24: $4,805,594 computed at $64.60 closing price |
RSUs accelerate and fully vest upon termination without cause or for good reason, death/disability (greater of next-12-months vesting or 50% of grant), and change in control under the LTIP .
Incentive Units (LandBridge Holdings; “option-like”)
| Grant Year | Vested/Exercisable Units (#) | Unvested (Time-Based) | Vesting Schedule | Economics | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | 2,000 (exercisable as of filing) | Outstanding time-vested tranches (three-year service vesting) | 3-year service vesting; limited acceleration under certain terminations; full acceleration upon change in control of LandBridge Holdings | Profits-interest awards with hurdle/distribution thresholds; value only above hurdle; no exercise price or expiration; cash expense borne by LandBridge Holdings, not LB | 7,833,460 (2024 option-award value, reflecting Incentive Units under ASC 718) |
LB does not grant traditional stock options; Incentive Units are classified as “options” for SEC Item 402 purposes due to option-like features, but have no exercise price/expiry and are tied to LandBridge Holdings value creation above hurdles .
Equity Ownership & Alignment
| Holder | Class A Shares Beneficially Owned | Ownership % (Voting Power) | Notes |
|---|---|---|---|
| Jason Williams | 74,390 | Less than 1% (combined voting power) | Beneficial ownership table based on 23,255,419 Class A and 53,141,496 Class B outstanding at record date |
- Outstanding unvested RSUs at 12/31/24: 74,390, scheduled to vest in equal tranches over three years (approx. 24,797 per year) .
- Insider trading and anti-hedging: LB prohibits hedging, short sales, and derivative transactions by covered persons under its Insider Trading Policy; policy filed with 2024 10-K .
- Pledging: Pledging prohibitions were not mentioned in the Insider Trading Policy excerpt retrieved; no pledging disclosures were identified in the proxy excerpts reviewed .
- Incentive Units are not dilutive to public ownership and any cash expense is borne solely by LandBridge Holdings, not LB .
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Start (LB CAO) | January 2024 |
| Employment Structure | Shared Services Agreement with WaterBridge affiliates; LB pays a shared services fee and does not set individual comp elements for Named Executive Officers |
| RSU Treatment on Termination/CoC | Without cause/for good reason: RSUs immediately fully vest; death/disability: greater of next 12 months vesting or 50% of grant vests; change in control: RSUs immediately fully vest |
| Incentive Unit Treatment | Without cause/for good reason: unvested Incentive Units scheduled to vest in next 12 months vest; death/disability: greater of next 12 months or 50% of original grant vests; for cause: unvested forfeited and one-third of vested forfeited |
| Non-compete / Non-solicit | Not disclosed in reviewed proxy sections |
| Severance Multiples / Clawbacks / Tax Gross-ups | Not disclosed in reviewed proxy sections |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 comp included a one-time IPO bonus ($800,000) plus sizable equity-linked awards (RSUs grant-date fair value $2.32M; Incentive Units grant-date value $7.83M), indicating heavy alignment toward equity-linked incentives in the first year post-IPO .
- Equity instrument design: Shift away from stock options to RSUs and profits-interest Incentive Units; LB does not grant options/SARs under its equity programs, reducing the risk of option repricing .
- Performance linkage: RSUs are time-based (no performance metrics); Incentive Units incorporate hurdle thresholds tied to value creation at LandBridge Holdings, linking payout to long-term value but outside LB’s direct cash obligations .
Performance & Track Record
- Company-level achievements during tenure: 37,500-acre acquisition, 3,000-acre solar project sale (upfront cash and contingent payments), long-term lease with ONEOK subsidiary, and dual listing on NYSE Texas; management highlighted diversified, asset-light model and growing revenue streams .
- Financial progression: Q3 2025 diluted net income attributable to Class A shareholders was $20.1 million on 76.5 million diluted weighted average shares; diluted EPS $0.26; nine months diluted EPS $0.70 .
Board Governance Context
- Controlled company status: LB is a “controlled company” under NYSE rules and does not expect to have a compensation committee while controlled; compensation oversight would be established upon loss of controlled status .
- Shareholder rights: LandBridge Holdings controls >50% voting power, designates directors per Shareholder’s Agreement and can appoint board observers; director designation rights scale with ownership thresholds .
Equity Ownership & Alignment Details
| Element | Detail |
|---|---|
| Stock ownership guidelines | Not disclosed in reviewed proxy sections |
| Hedging policy | Hedging, short sales, and derivative transactions prohibited for covered persons |
| RSU vesting cadence | 1/3 annually on July 1, beginning 2025, for 74,390 RSUs |
| Insider selling indicators | Company-wide RSU tax-withholding surrenders: 86,285 RSUs surrendered in 2025 YTD; not executive-specific |
Investment Implications
- Retention risk and selling pressure: Time-based RSU tranches vest annually on July 1 across three years (approx. 24.8k RSUs per year for Williams), which can create predictable windows of potential insider selling pressure tied to tax withholding and post-vesting liquidity needs .
- Alignment: Incentive Units are profits interests with hurdles at LandBridge Holdings—strong alignment to long-term value creation without LB cash obligations and not dilutive to public ownership, supporting shareholder-friendly economics .
- Governance overhang: Controlled company status and absence of a compensation committee reduce independent oversight of pay structures; director designation rights concentrate control, a governance risk to consider in assessments of compensation alignment and potential policy changes .
- Disclosure gaps: Base salary, target bonus %, severance multiples, clawbacks, and ownership guidelines are not disclosed due to the Shared Services Agreement structure and EGC reporting scope—limiting precision of pay-for-performance analysis and necessitating reliance on equity award design and termination treatment to infer alignment .