Karl F. Kurz
Texas Pacific LandAbout Karl F. Kurz
Independent director of Texas Pacific Land Corporation (TPL) since April 15, 2022; age 64. Former Chief Operating Officer of Anadarko Petroleum with extensive upstream, midstream and M&A experience; private equity operating advisor (Ares Capital) and partner (CCMP Capital). Currently non‑executive chairman of American Water Works (AWK) and director of Devon Energy (DVN), where he chairs the Reserves Committee and serves on Compensation and Governance/Environmental & Public Policy committees. At TPL, Kurz chairs the Strategic Acquisitions Committee and is a member of the Compensation Committee; he is an independent director under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | Chief Operating Officer; Senior VP North America Operations; VP Midstream & Marketing | Nine years (years not disclosed) | Senior operating leadership across upstream and midstream; commercialization/marketing oversight |
| CCMP Capital Advisors | Partner (energy investing) | Not disclosed | Oil and gas upstream/midstream investment focus |
| Ares Capital | Operating Advisor | Not disclosed | Operational diligence and portfolio value creation support |
| SemGroup Corporation (NYSE: SEMG) | Director (former) | Not disclosed | Public company board service |
| Western Gas Partners LP (NYSE: WES) | Director (former) | Not disclosed | Public company board service |
| WPX Energy Inc. (NYSE: WPX) | Director (former) | Not disclosed | Public company board service |
| Global Geophysical Services Inc. (NYSE: GGS) | Director (former) | Not disclosed | Public company board service |
External Roles
| Company | Role | Committees / Chair Roles |
|---|---|---|
| American Water Works Co., Inc. (NYSE: AWK) | Non‑Executive Chairman of the Board | Board chair |
| Devon Energy Corporation (NYSE: DVN) | Director | Compensation Committee; Governance, Environmental & Public Policy Committee; Chair, Reserves Committee |
Board Governance
| Item | Detail |
|---|---|
| TPL Committee Assignments | Chair, Strategic Acquisitions Committee; Member, Compensation Committee |
| Independence | Independent under NYSE/SEC (9 of 10 directors independent at time of report) |
| Attendance | All directors attended ≥86% of Board/committee meetings in 2024; Board met 14 times; all directors attended 2024 annual meeting |
| Board Leadership | Independent Chair (Rhys Best); executive sessions of independent directors after regular meetings |
| Governance Policies | Majority voting with resignation policy; proxy access (3%/3‑years, up to 20 holders, up to 25% of board); special meeting right (25%); declassified board from 2025 |
Fixed Compensation
| Component | 2024 Amount for Kurz | Notes |
|---|---|---|
| Cash fees | $138,000 | Includes $105,000 cash retainer, $10,000 per committee served, plus $5,000 Strategic Acquisitions Chair fee; ad hoc adjustments possible; actual paid shown here |
| Equity (stock grant) | $125,796 | Annual grant on Jan 1; fully vested on grant; paid in shares under 2021 Director Plan |
| Total | $263,796 | Non‑employee director total compensation (2024) |
Director pay program details and 2025 changes:
- Base retainer structure (non‑employee directors): $105,000 cash + $125,000 stock in 2024; increased to $105,000 cash + $145,000 stock in 2025 (total $250,000). Committee service fee $10,000 per committee; chair fees in 2025: Board Chair $130,000; Audit $15,000; Nominating/Governance $10,000; Compensation $10,000; Strategic Acquisitions $5,000. Shares vest immediately on grant.
Performance Compensation
Non‑employee directors at TPL do not receive performance‑based pay (no options, PSUs, or performance cash); equity grants vest immediately and are not tied to metrics.
For context (oversight as Compensation Committee member), 2024 executive short‑term incentive metrics and results:
| Metric | Weight | Threshold | Target | Maximum | Actual Result |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 25% | 78.0% | 83.0% | 88.0% | 86.5% |
| Free Cash Flow per Fully Diluted Share | 50% | $11.00 | $15.67 | $20.33 | $20.03 |
| Strategic Objectives | 25% | N/A | N/A | N/A | Scored 200% based on safety (TRIR=0), ESG reductions, zero spills, development capture, growth, ROIC>8% |
Notes:
- In 2025, the short‑term incentive metric changes from Adjusted EBITDA Margin to Adjusted EBITDA to better align incentives as the business scales.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | American Water Works (non‑exec chair); Devon Energy (director; chairs Reserves; member of Comp and Governance/EPP committees) |
| Prior public boards | SemGroup; Western Gas Partners LP; WPX Energy; Global Geophysical Services |
| Interlocks / conflicts | No related‑party transactions involving Mr. Kurz disclosed. The only disclosed related‑party item in the period involved another director (Roosa) and Brigham Royalties; approved by Audit Committee/Board with Roosa abstaining. |
Potential conflict to monitor:
- Devon Energy is an active Permian operator; while no related‑party transaction with Mr. Kurz is disclosed, his DVN role could create perceived conflicts on matters affecting TPL’s operator relationships. No specific transactions or recusals disclosed in the proxy.
Expertise & Qualifications
- Industry/operator experience (executive roles at Anadarko); financial oversight; public policy/regulatory; HES; comprehensive risk management; public board experience; independent. Skills matrix identifies Kurz across these competencies.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Karl F. Kurz | 690 | <1% (indicated as “*”) |
Additional alignment policies:
- Director stock ownership guideline: within 5 years, own shares equal to 5x base cash retainer (i.e., 5 × $105,000). Time‑based restricted shares count; sales allowed to cover taxes.
- Insider Trading Policy: prohibits hedging and short sales; pledging requires pre‑approval from General Counsel.
Governance Assessment
- Strengths: Independent director with deep upstream/midstream operating and M&A expertise; chairs TPL’s Strategic Acquisitions Committee and serves on Compensation, aligning experience with board needs. Committee independence confirmed; board attendance robust (≥86%); independent board chair; majority voting and proxy access adopted; director comp mix shifts modestly toward equity in 2025, improving alignment.
- Incentive oversight: As Compensation Committee member, Kurz participated in programs emphasizing FCF/share and TSR; 2025 refinement to Adjusted EBITDA shows responsiveness to investor feedback and business evolution; 2024 say‑on‑pay approved at ~88% of votes cast.
- Alignment and risks: Personal TPL ownership is modest (690 shares) versus guideline requiring 5x cash retainer within 5 years of board service; monitor progress toward guideline by 2027. No related‑party transactions involving Kurz disclosed; continue monitoring for perceived conflicts with DVN directorship given Permian exposure. Anti‑hedging/pledging controls in place.