Michael Sulton
About Michael Sulton
Michael S. Sulton (age 48) has served as a director of LandBridge Company LLC (LB) since June 2024. He is Executive Vice President and Partner at Five Point Energy (joined January 2021), and previously spent roughly 20 years as a Managing Director at Piper Sandler (formerly Simmons & Company International), focused on energy investment banking (100+ transactions). He serves on the board of Desert Environmental Holdings LLC and holds a BBA from Southern Methodist University and an MBA from the University of Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Point Energy LLC | Executive Vice President & Partner | Jan 2021–present | Energy infrastructure investing; partner-level leadership |
| Piper Sandler & Co. (formerly Simmons & Co.) | Managing Director (Energy) | ~20 years prior to 2021 | Executed 100+ M&A/capital markets transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Desert Environmental Holdings LLC | Director | Current | Not disclosed |
Board Governance
- Independence: Not independent; LB’s board has 4 independent directors (Nicolás, Watson, Daul, Chase). Sulton is not among them .
- Committee assignments: None disclosed for Sulton; Audit Committee members are Watson, Daul, and Chase (Chase = chair) .
- Attendance: Each board member attended at least 75% of board and applicable committee meetings from June 28–Dec 31, 2024 .
- Board structure: Chairman David N. Capobianco; CEO Jason Long; LB is a “controlled company” under NYSE rules (LandBridge Holdings >50% voting power) and therefore does not maintain independent compensation or nominating committees; audit committee is independent .
- Conflicts oversight: LB utilizes ad hoc conflicts committees of independent directors; non-Five Point directors received an additional $10k fee for conflicts committee service (Nicolás received $5k chair fee) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | LB pays no director compensation to “Five Point Directors” (includes Sulton) |
| Committee membership fees | $0 | Five Point Directors not paid; Audit/Conflicts fees apply to other non-employee directors only |
| Committee chair fees | $0 | Not applicable to Sulton |
| Equity grants (RSUs) | $0 | RSUs granted in 2024 only to non-Five Point directors |
Performance Compensation
| Metric | Target | Actual | Weight | Design/Notes |
|---|---|---|---|---|
| None disclosed for non-employee directors | — | — | — | Director pay comprised of cash retainers and time-based RSUs for non-Five Point directors; no performance-conditioned awards disclosed |
Other Directorships & Interlocks
| Entity | Relationship/Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Five Point Energy (sponsor) | Sulton is EVP & Partner | Sponsor controls Class B voting power via LandBridge Holdings; board designation rights; related-party interactions with LB and affiliates | Controlled company status; sponsor can designate majority-plus-one directors while ownership thresholds persist |
| WaterBridge affiliates | LB has shared services and extensive SUAs/facility agreements with WaterBridge entities | Business dealings with sponsor-affiliated entities may create conflicts | Audit/conflicts committee oversight; $10.1m reimbursed for shared services in 2024; significant fees from facilities agreements |
| Desert Environmental | Sulton director; LB SUAs with Desert Environmental subsidiaries | Transactions with an entity sharing sponsor affiliation | $1.3m fees in 2024; related-party policy and conflicts committee procedures apply |
| Powered Land Partners (PLP JV with Five Point funds) | Lease development agreement for data center on LB land | Sponsor-affiliated JV counterparty | $8.0m deposit; escalating lease payments contingent on development; approved by independent Conflicts Committee |
Expertise & Qualifications
- Energy finance and M&A: 25 years of experience across energy transactions (100+ deals), senior investment banking background .
- Sponsor-side investing: Partner-level role at Five Point Energy; board exposure to midstream and environmental services portfolio companies .
- Education: BBA (SMU), MBA (University of Texas) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Michael S. Sulton | 0 | 0 | <1% |
| LandBridge Holdings LLC (sponsor) | — | 53,141,496 | 69.6% |
- Notes: Class B shares confer voting rights only; sponsor controls board designation rights and voting; Sulton has no reported LB equity or RSUs .
Governance Assessment
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Strengths
- Independent Audit Committee with a designated financial expert (Chase) and clear auditor oversight processes .
- Formal anti-hedging policy and insider trading policy; code of conduct and governance guidelines disclosed .
- Related party transactions policy with independent Conflicts Committee approval pathways; recent PLP JV agreement explicitly vetted by Conflicts Committee .
-
Concerns / RED FLAGS
- Not independent; affiliated with controlling sponsor (Five Point) amid multiple related-party transactions (WaterBridge, Desert Environmental, PLP JV) .
- No LB equity ownership or director compensation at LB for sponsor-affiliated directors (weak direct alignment with public shareholders) .
- Controlled company exemptions: no independent compensation or nominating/governance committees, heightening reliance on conflicts processes and sponsor oversight .
- Board attendance disclosure is only “≥75%” (limited transparency on individual engagement metrics) .
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Implications for investors
- Sponsor influence and interlocks elevate conflict risk; monitoring Conflicts Committee composition/actions, transaction terms vs. third-party benchmarks, and any future expansion of independent oversight is critical .
- Lack of LB equity ownership by Sulton suggests limited “skin-in-the-game”; consider total beneficial interests via sponsor structures (not disclosed) and future changes to director ownership guidelines, if any .