Matthew Morrow
About Matthew K. Morrow
Matthew K. Morrow (age 56) is a non‑independent director of LandBridge Company LLC (LB), serving since June 2024. He is Chief Operating Officer and Managing Partner of Five Point Energy LLC (sponsor), with prior CEO roles at ENSTOR Inc. and Iberdrola Energy Holdings; he holds an MBA and BS from Texas A&M University . LB is a controlled company with sponsor designation rights, and Morrow’s background is concentrated in energy operations and midstream .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ENSTOR Inc. | President & CEO prior to sale to Iberdrola | Not disclosed | Led large independent gas storage franchise |
| Iberdrola Energy Holdings | President & CEO | Not disclosed | Led North American gas marketing business |
| PPM Energy Canada Ltd. | Senior member (power, wind, gas marketing/storage) | Not disclosed | Senior leadership across renewables and gas |
| Texaco Natural Gas | Various senior roles culminating as President | Not disclosed | Leadership in natural gas operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Five Point Energy LLC | COO & Managing Partner | Since 2012 | Sponsor of LB; controls director designations via LandBridge Holdings affiliates |
| WaterBridge (NDB Operating LLC & Operating LLC) | Director | Not disclosed | LB has extensive commercial agreements with WaterBridge affiliates |
| Twin Eagle Resource Management LLC | Director | Not disclosed | Affiliate board seat |
| Deep Blue Midland Basin LLC | Director | Not disclosed | Affiliate board seat |
| Northwind Midstream Holdings LLC | Director | Not disclosed | Affiliate board seat |
| San Mateo Midstream, LLC | Director | Not disclosed | Affiliate board seat |
| Mission Lazarus (non‑profit) | Board member | Not disclosed | Non‑profit board service |
Board Governance
- Independence: Not independent; LB’s Board identifies independent directors as Andrea Nicolás, Charles Watson, Ty Daul, and Valerie P. Chase (Morrow not listed) .
- Committees: Audit Committee members are Watson, Daul, and Chase; Morrow is not on the Audit Committee .
- Conflicts Committee: Ad hoc conflicts committee retainers were paid to Daul, Chase, and Nicolás; Morrow not indicated as a member .
- Attendance: From June 28, 2024 through Dec 31, 2024, the Board met 6 times and each director attended at least 75% of Board and applicable committee meetings .
- Controlled Company: LB is a controlled company; audit committee must be fully independent, but compensation and nominating committees are not required and are not currently established .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
- Director program: Non‑Five Point directors receive $100,000 cash retainer, $10,000 for Audit Committee membership, $10,000 for Audit Chair, plus RSUs ≈$125,000 (IPO price basis); Five Point Directors (including Morrow) receive no LB director compensation .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based director awards | None disclosed for Morrow; LB does not tie director pay to performance metrics (RSUs granted only to non‑Five Point directors) |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Sponsor interlock | Managing Partner at Five Point, which (through affiliated funds) controls LandBridge Holdings and its director designation rights |
| Affiliate transactions | LB reimburses Five Point for certain services; LB has extensive SUAs and facilities agreements with WaterBridge NDB and WaterBridge Operating; Desert Environmental (Five Point–affiliated) has SUAs with LB |
| Conflict oversight | Powered Land Partners JV (Five Point–affiliated JV) lease development agreement approved by independent Conflicts Committee |
Expertise & Qualifications
- Energy and midstream operations leadership across gas storage, marketing, and renewables; senior executive track record including CEO roles .
- Education: MBA and BS from Texas A&M University .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Matthew K. Morrow | — | — | <1% (“*”) |
- Class B control context: LandBridge Holdings directly holds all Class B shares and has board designation rights; controlled via Five Point funds and entities led by David N. Capobianco .
Governance Assessment
- Alignment: Morrow receives no LB director cash or equity, and holds no direct beneficial ownership; alignment with public minority shareholders may be limited at the LB level given absence of director‑level pay/ownership .
- Board effectiveness: He brings deep operational expertise; however, he is not on key independent committees (Audit) and LB currently has no compensation or nominating committees due to controlled company status .
- Conflicts management: LB utilizes independent Conflicts Committee oversight for related party transactions (e.g., Powered Land Partners JV), and has a formal related party transactions policy; anti‑hedging policy applies to directors .
- Attendance: Board‑level attendance met at least the 75% threshold across directors for 2024, supporting baseline engagement .
RED FLAGS
- Controlled company with sponsor designation rights over the Board; concentrated voting power via Class B shares and OpCo Unit structure .
- Extensive related‑party dealings with sponsor‑affiliated entities (WaterBridge, Five Point services, Powered Land Partners JV), requiring robust conflicts oversight .
- No disclosed LB director compensation or equity for Morrow; no direct beneficial ownership, which may weaken public shareholder alignment signals .
Mitigants
- Independent Audit Committee (fully independent as required) and use of independent Conflicts Committee for affiliate transactions; anti‑hedging policy in place .