Scott McNeely
About Scott McNeely
Scott L. McNeely (age 41) is Executive Vice President and Chief Financial Officer of LandBridge Company LLC (LB) since January 2024; he also serves as CFO of WaterBridge since January 2024. His background spans finance leadership at WaterBridge (2018–2024), investment banking at Citigroup (2015–2018), and prior service in the U.S. intelligence community and as an Air Force intelligence officer; he holds a B.S. in Computational Mathematics (UC Riverside), M.A. in International Relations (University of Oklahoma), and MBA (Northwestern Kellogg) . The proxy does not disclose TSR, revenue growth, or EBITDA growth performance measures tied to his compensation for 2024 (the company is an emerging growth company with limited executive compensation disclosures) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WaterBridge | EVP & CFO | 2024–present | Senior finance leadership at a produced water midstream platform |
| WaterBridge | SVP, Finance | 2023 | Finance leadership |
| WaterBridge | VP, Finance | 2019–2022 | Finance leadership |
| WaterBridge | Director of Finance | 2018–2019 | Built finance function |
| Citigroup | Investment Banking Senior Associate | 2015–2018 | Energy/IB experience |
| Leidos Holdings (LDOS) | Various roles (intelligence community) | 2012–2014 | Analytical/government services exposure |
| CACI International (CACI) | Various roles (intelligence community) | 2010–2012 | Analytical/government services exposure |
| United States Air Force | Intelligence Officer (active duty) | 2005–2010 | Leadership/analysis |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WaterBridge | Executive Vice President, Chief Financial Officer | 2024–present | Concurrent role under shared services model |
| — | — | — | No public company directorships disclosed |
Fixed Compensation
Compensation (USD) reported for 2024 reflects a one-time IPO bonus, RSUs, and Incentive Units. Base salary and target bonus % were not disclosed in the proxy due to the Shared Services Agreement structure.
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | N/D | N/D |
| Target Bonus % | N/D | N/D |
| Bonus (cash) | N/A | $850,000 (one-time IPO bonus) |
| Stock Awards (RSUs) | N/A | $2,895,200 |
| Option Awards (Incentive Units) | N/A | $7,833,460 |
| Total | N/A | $11,578,660 |
Notes:
- Executives are employed and compensated under a Shared Services Agreement with WaterBridge affiliates; LB does not allocate base salary/target bonus by individual in the proxy .
Performance Compensation
Time- and value-creation-based equity; no formulaic revenue/EBITDA/TSR metrics disclosed for 2024.
| Incentive Type | Metric/Structure | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| LTIP RSUs (time-based) | Time-based RSUs under LTIP | N/A | N/A | N/A | N/A | 1/3 on each of the first three anniversaries of July 1, 2024, subject to continued employment |
| Incentive Units (LandBridge Holdings profits interests) | Option-like “profits interests” with hurdle; value only above distribution threshold; no exercise price/expiration | N/A | N/A | N/A | Value realized upon liquidity/distributions above hurdle | Service vesting over 3 years; grants vest in three equal annual installments from July 1, 2023 (for replicated units) and from June 27, 2024 (for 2024 units) |
Change-in-control and termination treatment:
- RSUs: Fully vest upon termination without cause/for good reason; death/disability get at least next 12 months’ vest or to 50% of total; full vest on change in control .
- Incentive Units: Unvested portions that would vest in next 12 months accelerate if terminated without cause/for good reason; death/disability accelerates to at least the next 12 months’ vest or 50% of original grant; forfeiture for cause; can accelerate upon LandBridge Holdings change in control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 92,914 Class A shares; combined voting power less than 1% |
| RSUs Outstanding | 92,914 unvested RSUs granted 7/15/24; market value $6,002,244 at $64.60 close on 12/31/24 |
| Incentive Units (Option-like) | 93,187 vested/exercisable; 2,000 unvested (2024 grant vests over 3 years from 6/27/24); 150 unvested (replicated 2023 grant vests over 3 years from 7/1/23) |
| Hedging/Pledging | Anti-hedging policy prohibits hedging, short sales, and Company-based derivatives for directors/officers/employees; no specific pledging disclosure found |
| Ownership Guidelines | Executive stock ownership guidelines not disclosed in the proxy |
Additional context:
- RSU vesting schedule: one-third on 7/1/2025, 7/1/2026, and 7/1/2027, subject to continued service .
- The $64.60 per share price used in market value calculation is disclosed in the proxy for 12/31/24 .
Employment Terms
| Element | Summary |
|---|---|
| Role start date | Appointed EVP & CFO in January 2024 |
| Employment framework | Executives provided via Shared Services Agreement with WaterBridge affiliates; LB reimburses proportionate costs; LB does not set individual base salary/bonus in proxy |
| Contract term/renewal | Shared Services Agreement continues until terminated by mutual agreement (individual executive employment agreements not disclosed) |
| Severance (cash) | Cash severance multiples not disclosed |
| Equity on termination/CoC | RSUs and Incentive Units acceleration terms summarized above (time-vested RSUs accelerate on qualifying terminations/CoC; Incentive Units have specified acceleration and forfeiture mechanics) |
| Non-compete/Non-solicit | Not disclosed |
| Clawback policy | Not disclosed in proxy search |
| Perquisites/other benefits | Not detailed for executives (LB is EGC; limited disclosure) |
Governance, Related Parties, and Context
- Controlled company: LandBridge Holdings controls >50% voting power; LB does not maintain a compensation committee; Audit Committee comprised of independent directors is in place .
- Related party/affiliates: Extensive ordinary-course arrangements with WaterBridge entities, Desert Environmental, and a data center JV with funds affiliated with Five Point; LB has a Conflicts Committee policy and related-party transaction review process .
- 2025 proxy proposals: Only director elections and auditor ratification; no say‑on‑pay proposal in 2025 .
Key Data Tables
Executive ownership snapshot (as of record date):
| Metric | Value |
|---|---|
| Class A shares owned | 92,914 |
| Voting power | <1% combined voting power |
Outstanding equity (12/31/2024):
| Award Type | Grant Date | Quantity | Vesting | Market/Notes |
|---|---|---|---|---|
| RSUs | 7/15/2024 | 92,914 | 1/3 annually on 7/1/2025–2027 | $6,002,244 market value at $64.60 (12/31/24 close) |
| Incentive Units (replicated 2023 grant) | 7/1/2024 (replication date) | 93,187 vested; 150 unvested | 3-year service vesting from 7/1/2023 | Profits interest; option-like, no exercise price/expiration |
| Incentive Units (2024 grant) | 6/27/2024 (vesting anchor) | 2,000 unvested | 3-year service vesting from 6/27/2024 | Profits interest; option-like |
2024 compensation detail:
| Component | Amount (USD) |
|---|---|
| Bonus (one-time IPO) | $850,000 |
| RSU grant-date fair value | $2,895,200 |
| Incentive Units grant-date fair value | $7,833,460 |
| Total 2024 reported compensation | $11,578,660 |
Investment Implications
- Alignment and retention: McNeely’s 2024 pay is predominantly equity (≈93% RSUs + Incentive Units), with multi‑year vesting that supports retention; RSUs accelerate on qualifying terminations/CoC, which reduces downside risk to the executive but can raise investor concerns about change‑in‑control windfalls .
- Performance linkage: No formulaic operating metrics (revenue/EBITDA/TSR) were disclosed for 2024; Incentive Units are “profits interests” that only have value above thresholds and upon liquidity/distribution events—this ties pay to long‑term value creation, but realizability depends on sponsor-level outcomes rather than near‑term operating targets .
- Ownership and hedging: Direct Class A ownership is modest (<1% voting power), but unvested RSUs and vested/unvested Incentive Units create additional long‑term exposure; anti‑hedging policy prohibits hedging/short sales, supporting alignment; pledging and ownership guideline policies were not disclosed, which leaves some alignment questions open .
- Governance risk: LB is a controlled company without a compensation committee; numerous related‑party arrangements are reviewed under conflicts processes, but concentrated control and related‑party breadth merit elevated governance scrutiny for investors .