Donald G. Cook
Director at TPL
Board
About Donald G. Cook
Donald G. Cook, age 79, has served as an independent director of Texas Pacific Land Corporation since January 11, 2021. A retired four-star General of the U.S. Air Force with a 36-year career, he commanded major units including the Air Education and Training Command (responsible for an ~$8 billion annual budget and oversight of ~90,000 personnel), and was twice awarded the Distinguished Service Medal. He brings extensive corporate governance experience from multiple public company boards, advisory roles, and compensation oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crane Co. (NYSE: CR) | Director | 2005–2022 | Corporate governance and oversight experience |
| USAA Federal Savings Bank | Director | 2007–2018 | Financial services oversight |
| U.S. Security Associates Inc. (Goldman Sachs portfolio) | Director | 2011–2018 | Governance and risk oversight |
| Hawker Beechcraft Inc. (Goldman Sachs portfolio) | Director | 2007–2014 | Governance during restructuring period |
| Burlington Northern Santa Fe Railroad | Director | ~2005–2010 (sold to Berkshire Hathaway in 2010) | Oversight through sale; large-cap transaction experience |
| Lockheed Martin Corporation | Senior consultant | Prior period | Defense/industrial advisory experience |
| NACD Texas TriCities Chapter | Former Chair, San Antonio advisory board | Prior period | Boardroom practices leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Portage Point Partners | Senior Advisor | Current |
| Alvest (private French aviation firm) | Senior Advisor | 2022–2023 |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; Member, Compensation Committee. The Nominating and Corporate Governance Committee oversees director nominations and ESG policies; it held six meetings in the last fiscal year. The Compensation Committee held six meetings.
- Independence: The Board determined General Cook is independent under NYSE and SEC rules; 9 of 10 directors are independent.
- Attendance: In 2024 the Board met 14 times and took four written consents; all directors attended at least 86% of Board and committee meetings and attended the 2024 annual meeting. Executive sessions of independent directors were held after regular Board meetings.
- Board structure: Independent Chair (Rhys J. Best) with defined responsibilities; lead independent director designated if Chair is not independent.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $144,000 | Includes base retainer cash and committee/ chair fees; ad hoc committee pay possible |
| Stock award (fully vested common) | $125,796 | Annual grant; slightly above $125,000 due to whole-share rounding |
| Total | $269,796 | Sum of cash and stock awards for 2024 |
- Program structure: Non-employee directors receive an annual base retainer ($105,000 cash + $125,000 in stock in 2024; increased to $105,000 cash + $145,000 stock in 2025), plus $10,000 per committee and additional chair fees (2024: $5,000 for Compensation/Nominating; 2025: $10,000; Audit Chair increases to $15,000; Board Chair $130,000). Shares vest immediately on grant.
Performance Compensation
| Performance-linked Elements | Status | Evidence |
|---|---|---|
| Performance-based metrics for directors (e.g., PSUs, TSR, EBITDA links) | Not disclosed/None | Directors receive fully vested common stock grants; no director performance metrics indicated |
Other Directorships & Interlocks
| Company | Current/Past | Role/Notes |
|---|---|---|
| Crane Co. | Past | Director (long tenure) |
| USAA Federal Savings Bank | Past | Director |
| U.S. Security Associates Inc. | Past | Director (GS portfolio) |
| Hawker Beechcraft Inc. | Past | Director (GS portfolio) |
| Burlington Northern Santa Fe Railroad | Past | Director through sale to Berkshire Hathaway |
| Lockheed Martin | Past | Senior consultant |
| Portage Point Partners | Current | Senior Advisor |
- No TPL-disclosed related party transactions involving General Cook; 2024 related-party transaction involved director Robert Roosa and Brigham Royalties (Cook abstentions not mentioned; the transaction was approved with Roosa abstaining).
Expertise & Qualifications
- Executive compensation and corporate governance expertise; chairing Nominating and Corporate Governance provides direct oversight of ESG/corporate governance.
- Senior leadership in defense with large budget and workforce management; crisis leadership (interim Commander of Air Combat Command during 9/11).
- Board skills matrix: independence, public company board experience, risk management, industry/public policy/regulatory exposure relevant to oil and gas ecosystem; qualified in those categories.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Donald G. Cook | 844 | <1% | As of Sep 11, 2025; directors/officers as a group hold 6.9% |
- Director stock ownership guidelines: Non-employee directors must acquire within five years, and hold, shares valued at least 5x the base cash retainer; unvested time-based restricted shares count; permitted sales to cover taxes on vesting.
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-01-02 | 2025-01-06 | Award (Common Stock) | 132 | $0.00 | 844 | |
| 2024-05-15 | 2024-05-20 | Purchase (Open Market) | 10 | $611.17 | 712 | |
| 2024-05-15 | 2024-05-17 | Purchase (Open Market) | 10 | $611.17 | 244 | |
| 2024-01-01 | 2024-01-03 | Award (Common Stock) | 80 | $0.00 | 234 |
Governance Assessment
- Strengths: Independent director with deep governance and compensation experience; chairs Nominating and Corporate Governance (ESG oversight), and serves on Compensation; strong attendance and engagement record; director equity grants and ownership guidelines align director interests with shareholders.
- Alignment/Risk policies: Anti-hedging/shorting and pledge pre-approval under Insider Trading Policy; executive Clawback Policy (Section 10D) in place; majority voting with resignation policy for directors; declassified Board with annual elections; proxy access bylaws adopted in Aug 2025.
- Potential conflicts/RED FLAGS: None disclosed for General Cook; 2024 related-party transaction involved another director (Roosa) with Audit Committee and full Board approval and Roosa abstention; no legal proceedings involving directors noted.
- Compensation signals: Director pay includes meaningful equity component; 2025 increases shift more toward equity (stock retainer from $125k to $145k), maintaining alignment; no performance-conditioned pay for directors, reducing complexity and potential pay-for-performance distortions at the board level.
Overall, General Cook’s chair role on Nominating and Corporate Governance, independence, attendance, and modest but increasing equity participation support board effectiveness and investor confidence. No conflicts or attendance issues are disclosed.