Kara Harling
About Kara Goodloe Harling
Kara Goodloe Harling, 47, has served as a director of LandBridge Company LLC (LB) since June 2024. She is Chief Financial Officer and Chief Compliance Officer of Five Point Energy, the controlling sponsor of LB; she is not classified as independent under NYSE rules. She holds a BBA in Accounting from Texas A&M University and is a Certified Public Accountant (Texas). From June 28, 2024 through year-end, each LB director attended at least 75% of board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mountain Capital Management, LLC | Chief Operating Officer and Chief Compliance Officer | Jan 2016 – Feb 2024 | Led operations and compliance at energy-focused investment firm |
| Ascent Resources | Chief Accounting Officer and Corporate Controller | Jan 2015 – Jan 2016 | Led accounting function at E&P company |
| American Energy Partners, LP | Multiple roles (finance/compliance) | Pre-2015 (dates not specified) | Progressively senior finance roles |
| Ernst & Young LLP | Audit Partner (joined in 2002) | 2002 – pre-AEP (ultimately Partner) | Public company audit, controls, reporting |
| Arthur Andersen | Audit | 2000 – 2002 | Early career in public audit |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Five Point Energy | Chief Financial Officer and Chief Compliance Officer | Feb 2024 | Affiliated with LB’s controlling shareholder; creates related-party proximity |
Board Governance
- Independence: Not independent; LB identifies four independent directors (Nicolás, Watson, Daul, Chase), and Harling is not among them.
- Committee assignments: Not listed on the Audit Committee (members are Watson, Daul, Chase; Chase is chair). No standing compensation or nominating/governance committees due to controlled company status; ad hoc conflicts committee retainers were paid to Daul, Chase and Nicolás (Harling not listed).
- Attendance and cadence: From June 28, 2024–Dec 31, 2024, the Board met six times and the Audit Committee met twice; each director attended at least 75% of applicable meetings.
- Leadership structure: Separate Chair (David N. Capobianco) and CEO (Jason Long).
- Controlled company: LB is a NYSE “controlled company,” exempt from certain governance requirements (e.g., independent compensation and nominating committees).
- Policies: Insider Trading Policy includes anti-hedging/derivatives and short-sale prohibitions for directors and employees.
Fixed Compensation
| Component (Director) | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer | $0 | The Company does not pay compensation to “Five Point Directors,” which include Ms. Harling. |
| Audit Committee membership fee | $0 | Not an Audit Committee member; fee applies only to non-Five Point directors serving on Audit. |
| Committee chair fee | $0 | Not a committee chair. |
| Meeting fees/perquisites | None disclosed | LB does not pay meeting fees/perquisites to non-employee directors. |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|
| RSUs (Director annual grant) | N/A (not granted to Harling) | — | — | No RSU award to Five Point Directors (including Harling); non-Five Point directors received ~7,353 RSUs in July/Sep 2024. |
No director performance metrics disclosed for Harling (no equity award granted).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in LB’s proxy biography for Harling. |
| Roles at other companies | CFO and CCO at Five Point Energy (LB’s controlling sponsor). |
| Potential interlocks/conflicts | LB is a controlled company; multiple related-party transactions with sponsor affiliates (e.g., WaterBridge, Desert Environmental) and a JV with funds affiliated with Five Point (Powered Land Partners) were addressed via a Conflicts Committee; Harling is not listed as a member of that committee. |
Expertise & Qualifications
- CPA (Texas) with extensive finance, accounting, and compliance background across private equity, E&P and public accounting.
- BBA in Accounting (Texas A&M University).
Equity Ownership
| As of Record Date (Apr 11, 2025) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 0 | Not listed with any Class A ownership in beneficial ownership table. |
| Class B shares (paired with OpCo units) | 0 | Not listed with any Class B ownership. |
| Combined voting power | <1% | Shown as less than 1% (no disclosed holdings). |
Governance Assessment
- Strengths
- Board separation of Chair and CEO; Audit Committee fully independent with a designated financial expert (Chase).
- Attendance: each director at least 75% during the 2024 post-IPO period; regular meetings began immediately post-IPO.
- Anti-hedging/derivatives policy covers directors and employees.
- Risk indicators and red flags
- Controlled company governance: no standing compensation or nominating/governance committees; reduced independent oversight relative to non-controlled peers.
- Non-independence: Harling is affiliated with Five Point, the controlling sponsor; potential for misaligned incentives versus minority shareholders.
- Related-party exposure: LB engages in significant transactions with sponsor-affiliated entities (WaterBridge, Desert Environmental, Powered Land Partners), requiring robust conflicts management; ad hoc Conflicts Committee (independent directors) is used as a mitigant.
- Ownership alignment: Harling received no LB director cash or equity compensation and is not disclosed as a direct beneficial owner of LB shares; alignment may be indirect via sponsor affiliation rather than direct ownership.
Overall implication for investors: Harling brings deep audit/compliance and energy finance expertise but, as a sponsor-affiliated, non-independent director with no direct LB equity or director pay, her incentives appear tied primarily to the controlling shareholder. The presence of an independent Audit Committee and use of an ad hoc Conflicts Committee partially mitigates related-party risk, but the controlled-company structure and the breadth of affiliate dealings warrant continued monitoring by minority investors.