Valerie Chase
About Valerie P. Chase
Valerie P. Chase, age 42, is an independent director of LandBridge Company LLC (LB) since June 2024. She is a CPA (Texas) with 20 years in finance and accounting, designated by the Board as an “audit committee financial expert,” with experience spanning SEC reporting, internal controls, M&A, cybersecurity, and systems implementation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnolia Oil & Gas Corporation | Vice President, Chief Accounting Officer & Controller | 2018–2021 | Led technical accounting and SEC reporting functions |
| Apache Corporation (now APA) | Roles of increasing responsibility culminating as head of accounting policy & financial controls | 2010–2018 | Led accounting policy and financial controls |
| Ernst & Young LLP | Audit/assurance; began career | 2005–(prior to 2010) | Big Four training and auditing foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HF Foods Group Inc. (NASDAQ: HFFG) | Director | 2021–2024 | Chair, Audit Committee; Chair, Special Transaction Review Committee |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined Chase is independent under NYSE rules and Exchange Act Rule 10A-3 |
| Committee Assignments | Audit Committee member; ad hoc Conflicts Committee member |
| Financial Expert | Board determined Chase is an Audit Committee financial expert (SEC definition) |
| Attendance & Engagement | From June 28–Dec 31, 2024: Board met 6 times; Audit Committee met 2 times; all directors attended ≥75% of meetings |
| Board Structure | 11 directors; controlled company with >50% voting power; audit committee fully independent; not required to have independent compensation or nominating committee while controlled |
| Conflicts Governance | Board may refer matters to Conflicts Committee; members must be independent, not officers/employees of controlling affiliates, and cannot own interests in LandBridge Holdings or affiliates (other than Company LTIP awards) |
Fixed Compensation
| Component | Program Terms | 2024 Amount (Chase) |
|---|---|---|
| Annual cash retainer | $100,000 (prorated for partial year service) | $70,000 (prorated; includes committee stipends noted below) |
| Audit Committee membership fee | +$10,000 annual retainer | Included in cash fees |
| Conflicts Committee membership fee | +$10,000 annual retainer (ad hoc) | Included in cash fees |
| Meeting fees/perquisites | No meeting fees; reimburse reasonable travel out-of-pocket; no perquisites | N/A |
Director cash compensation is prorated based on service days; Chase’s 2024 cash total was $70,000 .
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting/Notes |
|---|---|---|---|---|
| RSUs (LTIP) | July 2024 | 7,353 | $229,119 | All RSUs granted to non-employee directors remained outstanding as of filing; Company does not grant stock options/SARs |
- No specific performance metrics tied to director compensation are disclosed in the proxy (RSU awards for directors appear time-based; options/SARs are not granted) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy |
| Prior public company boards | HF Foods Group Inc. director (Audit Chair; Special Transaction Review Chair), 2021–2024 |
| Interlocks/potential conflicts | Company is controlled by LandBridge Holdings (affiliates include Five Point, WaterBridge, Desert Environmental). Conflicted matters may be referred to independent Conflicts Committee; Chase meets independence requirements and served on ad hoc Conflicts Committee in 2024 |
Expertise & Qualifications
- CPA (Texas); Bachelor of Economics and Master of Accounting, University of Michigan .
- Deep expertise in technical accounting, SEC reporting, internal controls, M&A, cybersecurity, systems implementations; designated audit committee financial expert .
- Proxy highlights governance/financial acumen as core qualification .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power | Notes |
|---|---|---|---|---|
| Valerie P. Chase | 10,278 | — | Less than 1% | As of record date; beneficial ownership table basis: 23,255,419 Class A and 53,141,496 Class B outstanding |
| RSUs outstanding (director grant) | 7,353 | — | N/A | Outstanding as of filing |
Policy alignment:
- Insider trading policy prohibits hedging, short sales, and transactions in company-based derivatives by directors/officers/employees .
Governance Assessment
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Positives:
- Independent director with strong finance/accounting credentials; SEC-designated audit committee financial expert .
- Active committee engagement (Audit; Conflicts); attendance threshold met in 2024 .
- Equity component (RSUs) provides ownership alignment; RSUs outstanding; anti-hedging policy protects alignment .
-
Structural Risks/Red Flags:
- Controlled company status: Board has only four independent directors out of 11; no independent compensation or nominating committee required while controlled—reduces typical checks/balances (structural governance risk) .
- Related-party exposure: Ongoing transactions with controlling affiliates (Five Point, WaterBridge, Desert Environmental) subject to related party policy and potential Conflicts Committee review; effectiveness depends on consistent use of independent processes .
-
Compensation Signals:
- 2024 director pay mix skewed to equity (RSUs) with prorated cash retainer due to mid-year inception post-IPO; no meeting fees or perquisites; no options granting—generally shareholder-friendly design .
-
Shareholder Engagement:
- Board provides communication channel via General Counsel; annual meeting held virtually; auditor ratification and director elections only items on 2025 agenda (no say-on-pay proposal disclosed) .