Barbara J. Duganier
Director at TPL
Board
About Barbara J. Duganier
Independent director of Texas Pacific Land Corporation (TPL) since January 11, 2021; age 67. She is a licensed CPA (Texas), former Global CFO of Andersen Worldwide, and former Accenture Managing Director with leadership roles including Global Chief Strategy Officer. She currently chairs TPL’s Compensation Committee and serves on the Audit and Strategic Acquisitions Committees, and is recognized by the Board as an Audit Committee “financial expert.” She holds NACD Director Certification, is an NACD Leadership Fellow, and has the Carnegie Mellon CERT Cybersecurity Oversight Certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture | Managing Director; Global Chief Strategy Officer; leadership roles in outsourcing | 2004–2013 | Senior leadership across strategy, growth, offering development |
| Arthur Andersen LLP | Auditor/financial consultant; Global CFO of Andersen Worldwide | 1979–2002 | Global finance leadership; CPA (TX) |
| Duke Energy North America | Independent consultant | ~2003 | Energy sector advisory |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| CenterPoint Energy (CNP) | Director | Public | Audit Committee Chair; Safety & Operations Committee |
| Arcadis N.V. (ARCADIS) | Director | Public (Euronext) | Sustainability Committee; Audit & Risk Committee |
| McDermott International, Ltd. | Director | Private | Board service since 2020 |
| Pattern Energy Group LP | Director | Private | Board service since 2021 |
| MRC Global (MRC) | Director (2015–2024) | Public | Chaired ESG & Enterprise Risk; Audit Committee Chair during tenure |
| Buckeye Partners GP (BPL) | Director (until sale Nov 2019) | Public (MLP) | Audit Chair (pre-sale) |
| Noble Energy (NBL) | Director (until sale Oct 2020) | Public | Board service |
| West Monroe Partners | Lead Independent Director (until sale Nov 2021) | Private | Board leadership |
| NACD Texas TriCities | Former Chair, Board of Directors | NPO | Governance leadership |
Board Governance
- Independence: TPL Board deems 9 of 10 directors (including Duganier) independent; Audit Committee members (including Duganier) meet NYSE/SEC independence and financial literacy requirements; Board recognizes Duganier as an “audit committee financial expert” .
- Committees and roles (FY2024 structure into 2025):
- Compensation Committee: Chair (members: Duganier, Cook, Kurz, Roosa) .
- Audit Committee: Member (Chair: Epps; members include Duganier) .
- Strategic Acquisitions Committee: Member (Chair: Kurz) .
- Attendance and engagement: Board met 14 times in FY2024 with 4 written consents; all directors attended at least 86% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session after regularly scheduled Board meetings .
- Stockholder engagement: Board and management ran extensive outreach in 2024; >48% of shares contacted and 32% held meetings; in 2025 a perception study with ~50 participants; feedback fed to the Board and committees .
Fixed Compensation (Director)
| Year | Cash Fees | Stock Awards | Total | Notes |
|---|---|---|---|---|
| 2024 | $154,000 | $125,796 | $279,796 | Cash includes base retainer and committee/chair fees; stock granted Jan 1, fully vested at grant; ad hoc committee fees, if any, included in cash . |
| 2025 Structure | $105,000 base cash + $10,000 per committee; Chair fees: Board $130k; Audit $15k; N&G $10k; Comp $10k; SAC $5k | $145,000 stock (annual grant) | $250,000 base retainer (cash+stock) | Director equity paid in stock on Jan 1 at closing price; immediate vest . |
- Director Stock Ownership Guidelines: Directors must hold shares ≥5x base cash retainer within 5 years; counting shares held outright and unvested time-based restricted shares .
- 2021 Director Stock & Deferred Compensation Plan: Annual director grants; max $500,000 per director/year; shares fully vested on grant unless otherwise determined .
Performance Compensation (Committee Oversight – Executive Pay Design)
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Short-Term Incentive (2024):
- Metrics/weights: Adjusted EBITDA Margin (25%), FCF per fully diluted share (50%), Strategic Objectives (25%) .
- Targets/results:
- Adjusted EBITDA Margin: Threshold 78.0%, Target 83.0%, Max 88.0%, Actual 86.5% → 171% of target for this metric .
- FCF/Share: Threshold $11.00, Target $15.67, Max $20.33, Actual $20.03 → 194% of target for this metric .
- Strategic Objectives: Scored 200% (safety TRIR=0; zero reportable water spills; Scope 1 emissions -8% vs 2021; development capture > ownership; exceeded SWD permits; ROIC >8%) .
- Aggregate payout: 189.4% of target for NEOs .
- 2025 change: replace Adjusted EBITDA Margin with Adjusted EBITDA as STI metric to better align with growth and FCF goals .
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Long-Term Incentive (2024 design): 50% RSUs (3-year ratable vest), 25% PSUs on Relative TSR vs XOP, 25% PSUs on 3-year cumulative FCF/share; PSU payout 0–200% of target based on performance .
- 2022–2024 PSU results: RTSR at 100th percentile (200% payout); FCF/share $57.58 vs $50.00 target (200% payout) .
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Independent consultant: Meridian Compensation Partners advises the Compensation Committee; determined independent; no management conflicts .
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Peer/Reference group: Committee uses a cross-industry reference group (royalty/non-op, midstream/water, E&P) due to TPL’s uniqueness; 2025 adds Freehold Royalties; rationale provided (e.g., structure differences for excluding Viper Energy) .
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Say-on-Pay: 2024 approval ~88% of votes cast; Committee viewed as support for program direction .
2024 STI Metric Details
| Metric | Weight | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 25% | 78.0% | 83.0% | 88.0% | 86.5% | 171% of target (metric component) |
| FCF per Fully Diluted Share | 50% | $11.00 | $15.67 | $20.33 | $20.03 | 194% of target (metric component) |
| Strategic Objectives | 25% | — | — | — | Achieved | 200% of target (metric component) |
Other Directorships & Interlocks
- Current public boards: CenterPoint Energy (Audit Chair), Arcadis N.V. (Sustainability; Audit & Risk) .
- Prior public boards: MRC Global (2015–2024, chaired Audit and ESG/ER), Noble Energy (to Oct 2020), Buckeye Partners GP (to Nov 2019) .
- Committee interlocks: Compensation Committee comprised entirely of independent directors; no interlocks; the only related-person context in FY2024 involved director Robert Roosa/Brigham Royalties (approved with his abstention); none involving Duganier .
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee “financial expert”; CPA (Texas); former Global CFO, Andersen Worldwide .
- Energy sector breadth: Board and leadership experience across E&P, midstream, water, and services (NBL, BPL, MRC Global, McDermott, Pattern) .
- Governance credentials: NACD Director Certification, NACD Leadership Fellow, CERT Cybersecurity oversight certification .
- Strategy and operations: Senior Accenture leadership (strategy, growth, offering development) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Barbara J. Duganier | 789 | <1% | As of Sept 11, 2025 (22,979,410 shares outstanding); “<1%” per proxy convention . |
- Hedging/pledging: TPL policy prohibits hedging and short sales; requires pre-approval for pledges/margin accounts; no pledges disclosed for Duganier .
- Director stock ownership guideline: 5x base cash retainer within 5 years .
Governance Assessment
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Strengths
- Independent director with robust audit and compensation governance experience; designated audit financial expert; chairs Compensation Committee .
- Strong engagement posture: Board ran multi-year investor outreach; incorporated feedback (rebalanced STI weights; moving to Adjusted EBITDA; peer group refinement); 2024 Say-on-Pay ~88% support .
- Governance enhancements under current Board: declassified Board, stockholder special meeting right (25%), proxy access adopted in 2025; regular executive sessions; independent Chair .
- Director pay mix aligns with owners via annual stock grants and ownership guidelines .
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Potential Risks/Watch Items
- Related-party sensitivities in mineral interest transactions were present for another director (Roosa); however, approvals routed through Audit Committee with abstention and no fees to the director—no involvement by Duganier; continue monitoring related-party transaction controls .
- Director attendance is disclosed only at the aggregate threshold (≥86%); no per-director attendance granularity—no red flag indicated, but transparency limitation noted .
- Special meeting threshold retained at 25% (Board recommended against 10% threshold)—some shareholders may prefer lower threshold; further engagement may be warranted .
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Policy safeguards
- Clawback policy compliant with SEC/NYSE; anti-hedging; majority voting with resignation policy; strong committee independence—all supportive of investor confidence .
Conclusion: Duganier’s profile (CPA; audit chair experience; strategy/operator blend) and her current roles (Compensation Chair; Audit member; Strategic Acquisitions member) support board effectiveness at TPL. Her oversight of the compensation redesign and responsiveness to investor feedback, alongside robust governance policies, are positive signals for investors; no material conflicts or attendance concerns are disclosed .