Donna E. Epps
Texas Pacific LandAbout Donna E. Epps
Independent director at Texas Pacific Land Corporation (TPL), age 61, serving since January 11, 2021. Career audit and risk advisory partner at Deloitte LLP for over 30 years (Attest Partner 1998–2003; Risk & Financial Advisory Partner 2004–2017); licensed CPA in Texas; chairs TPL’s Audit Committee and serves on Nominating & Corporate Governance; also sits on the boards of Saia, Inc. and Texas Roadhouse, Inc. with audit and governance roles . The Board deems her independent under SEC/NYSE rules; Board attendance across directors in 2024 was at least 86%, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Attest Partner | 1998–2003 | Provided attest services to private and public companies |
| Deloitte LLP | Risk & Financial Advisory Partner | 2004–2017 | Led enterprise risk and compliance programs; governance, risk, compliance advisory |
| Girl Scouts of Northeast Texas | Chair of the Board | Since April 2021 | Non-profit leadership; governance oversight |
| NACD North Texas Chapter | Board Member | Not disclosed | Corporate governance community leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saia, Inc. (NASDAQ: SAIA) | Director | Since 2019 | Audit Committee member; Nominating & Governance Committee member |
| Texas Roadhouse, Inc. (NASDAQ: TXRH) | Director | Not disclosed | Audit Committee Chair; Nominating & Governance Committee member |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board identifies Epps as independent; nine of ten directors independent in 2024 .
- Committee activity: Audit met 5 times and acted by written consent once; Nominating & Corporate Governance met 6 times in 2024 .
- Audit expertise: Board designates Epps as an “audit committee financial expert”; Audit Committee oversees internal controls, auditors, and cybersecurity risk .
- Executive sessions: Independent directors meet in executive session after regular Board meetings; Board met 14 times and acted by written consent 4 times in 2024; each director attended at least 86% of Board and committee meetings; all attended the 2024 annual meeting .
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Annual base retainer – Cash | $105,000 | $105,000 |
| Annual base retainer – Stock (granted Jan 1; immediate vest) | $125,000 (awards slightly >$125k due to rounding) | $145,000 |
| Committee service fee (per committee) | $10,000 | $10,000 |
| Audit Committee Chair fee | $10,000 | $15,000 |
| Nominating & Corporate Governance Chair fee | $5,000 | $10,000 |
| Compensation Committee Chair fee | $5,000 | $10,000 |
| Strategic Acquisitions Committee Chair fee | $5,000 | $5,000 |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Donna E. Epps | $154,000 | $125,796 | $279,796 |
Notes:
- Directors are not paid meeting fees for regularly scheduled meetings; ad hoc committee service may be compensated and reflected in cash fees .
- Non-employee director equity awards are granted in common stock on January 1, valued at closing price, and immediately vest; fractional shares not issued, causing slight valuation variances above $125,000 in 2024 .
Performance Compensation
| Director Equity Grant Characteristics | Detail |
|---|---|
| Instrument | Shares of Common Stock (not options/PSUs) |
| Vesting | Immediate on grant date (Jan 1 annually) |
| Annual grant value cap (plan) | $500,000 per director |
| Plan share reserve | 30,000 shares under 2021 Director Plan |
| Deferrals | Directors may defer cash fees and stock compensation under the 2021 Director Plan |
| Performance metrics tied to director pay | None disclosed (director equity grants are time-based, fully vested at grant) |
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Saia, Inc. (SAIA) | LTL Trucking | Audit; Nominating & Governance | No related-party transactions disclosed with TPL; no supplier/customer interlock noted |
| Texas Roadhouse, Inc. (TXRH) | Restaurants | Audit Chair; Nominating & Governance | No related-party transactions disclosed with TPL; no supplier/customer interlock noted |
- Related-party oversight context: In Aug 2024, TPL completed mineral acquisitions alongside Brigham Royalties (led by TPL director Robert Roosa); Audit Committee and Board approved with Roosa abstaining; no fees to Brigham/Roosa; ~$1.1M commissions paid to Brigham employees vs higher third-party alternatives, with company diligence performed . As Audit Chair, Epps’ committee would have overseen related-person transaction procedures .
Expertise & Qualifications
- Financial oversight: Audit committee financial expert; extensive audit, accounting, risk management, and compliance background from Deloitte .
- Risk management and ESG: Experience leading enterprise risk/compliance; Nominating & Governance Committee oversees ESG policies .
- Certifications and governance community: Licensed CPA (Texas); NACD North Texas Chapter board member .
- Board skills matrix: Financial oversight/accounting, risk management, and governance experience highlighted among TPL’s nominees; Epps designated independent .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Donna E. Epps | 789 | * (immaterial; exact % not stated) | 22,979,410 shares outstanding as of Sep 11, 2025 |
- Stock Ownership Guidelines for directors: Minimum holding of 5x base cash retainer within 5 years; counts time-based unvested restricted shares; permitted sales to cover taxes; no incremental acquisition required if falling below solely due to price decline .
- Insider Trading & Anti-Hedging Policy: Prohibits hedging and short sales; pledges/margin deposits require pre-approval by General Counsel; trading windows and pre-clearance for Section 16 insiders apply .
Governance Assessment
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Strengths:
- Independent Audit Committee Chair with designated “financial expert” status; committee oversees internal controls, auditors, and cybersecurity risk .
- Broad public board experience and deep audit/risk advisory background enhance oversight quality .
- Strong board process signals: high attendance (≥86% across directors), executive sessions, and declassification to annual elections completed in 2025 .
- Director pay structure balanced cash/equity; 2025 increase skewed further to equity, strengthening alignment; equity grants vest immediately and are standardized .
-
Watch items / RED FLAGS:
- Beneficial ownership is 789 shares with no stated percent (immaterial), limiting direct “skin in the game” signal; compliance status with 5x cash retainer guideline not disclosed .
- Related-party transaction at Board level (Brigham Royalties/Director Roosa) underscores importance of robust audit committee oversight; process and abstention disclosed, but continued vigilance warranted .
- Director equity awards vest immediately (not performance-based), which is typical for directors but provides lower at-risk pay compared to executives; reliance on ownership guidelines to drive alignment .
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Shareholder feedback context:
- 2024 Say-on-Pay approved at ~88% of votes cast; independent directors led outreach meetings with holders representing 32% of shares; feedback supported compensation philosophy with modest disclosure enhancements and higher performance-based equity over time for executives .