Marguerite Woung-Chapman

About Marguerite Woung-Chapman

Independent director at Texas Pacific Land Corporation; age 60; joined the Board on November 10, 2023. Former corporate attorney and senior legal/executive leader with deep governance, regulatory and transaction experience; B.S. in Linguistics and J.D. from Georgetown University .

Past Roles

Organization	Role	Tenure	Committees/Impact
El Paso Corporation	Corporate Attorney; Vice President, Legal Shared Services; Corporate Secretary; Chief Governance Officer	1991–2012	Led governance/legal operations across a complex energy enterprise .
EP Energy Corporation	Senior Vice President, Land Administration; General Counsel; Corporate Secretary	2012–2017	Drove corporate governance and legal strategy during public company transition .
Energy XXI Gulf Coast, Inc.	SVP, General Counsel and Corporate Secretary	2018	Senior legal leadership through acquisition by Cox Oil .

External Roles

Organization	Role	Committees
Summit Midstream Corporation (NYSE: SMC)	Director	Chair, Nominating, Governance & Sustainability; Member, Compensation .
Chord Energy Corporation (NASDAQ: CHRD)	Director	Chair, Nominating & Governance; Member, Compensation & Human Resources .
Oasis Petroleum, Inc.	Former Director	Not specified .
Girl Scouts of San Jacinto Council	Former Chair of Board and President	Governance leadership in nonprofit sector .

Board Governance

Committee assignments at TPL: Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
Independence: Board determined she meets NYSE and SEC independence requirements; 8 of 9 directors independent (ex‑CEO) .
Attendance and engagement: Board met 14 times in FY2024; directors attended at least 86% of Board/committee meetings; all directors attended the 2024 annual meeting .
2025 AGM election result: For 13,406,470; Against 620,515; Abstain 132,554; Broker non-votes 4,763,473 .
Executive sessions: Independent directors hold executive sessions after regularly scheduled Board meetings .
Board structure and policies: Board declassified (annual elections beginning 2025) ; majority voting with resignation policy in uncontested elections .
Nomination context: Added to TPL’s slate under a July 28, 2023 Cooperation Agreement with Horizon Kinetics and SoftVest; agreement ended prior Stockholders’ Agreement and set standstill for Investor Group while one designee remains on Board .

Fixed Compensation

Component	2024	2025 (Structure)
Annual base retainer (cash)	Part of $133,000 cash fees (individual actual)	$105,000 cash
Annual equity retainer (shares)	$125,796 grant-date fair value (individual actual)	$145,000 in shares; fully vested at grant
Committee membership fees	Included within $133,000 cash (member, Audit; Nominating & Governance)	$10,000 per committee; chairs have incremental fees

2024 total director compensation (actual): Cash fees $133,000; Stock awards $125,796; Total $258,796 .

Performance Compensation

Director equity form: Annual grants under the 2021 Director Stock and Deferred Compensation Plan; shares fully vested upon grant unless otherwise determined; no performance metrics attached .
Vesting mechanics and limits: Annual grants capped at $500,000 fair value per director; plan expires December 29, 2031 .

Other Directorships & Interlocks

Company	Segment Relation to TPL	Potential Interlock/Conflict Notes
Summit Midstream Corporation (SMC)	Midstream infrastructure (U.S. shale basins)	No TPL related-party transactions disclosed involving Woung‑Chapman; committee leadership enhances governance expertise .
Chord Energy (CHRD)	Williston Basin E&P	No disclosed transactions with TPL; governance roles suggest strong board process maturity .

No related-party transactions involving Woung‑Chapman were disclosed; the only reported related-party transaction in 2024 involved Brigham Royalties and director Robert Roosa, approved with Roosa abstaining .

Expertise & Qualifications

Corporate governance, regulatory and compliance leadership; unique blend across legal, transactions, and business administration .
Energy industry experience across upstream, midstream and corporate land administration .
Financial oversight via Audit Committee service; Audit Committee members are financially literate; committee oversees internal controls and cybersecurity risk .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class
Marguerite Woung‑Chapman	405	<1% (asterisked in proxy)

Director ownership guidelines: Non‑employee directors must hold, within five years, ≥5× base cash retainer in TPL shares; unvested time-based restricted shares count; sales permitted for tax obligations at vesting .
Anti‑hedging and pledging policy: Hedging and short sales prohibited; pledges/margin deposits require pre‑approval; trading windows and pre‑clearance apply to directors .

Governance Assessment

Board effectiveness: Active participation on Audit and Nominating & Governance committees, strong legal/governance pedigree, and external committee leadership roles support oversight quality .
Independence and alignment: Classified independent; equity retainer and ownership guideline framework promote alignment; anti‑hedging/pledging safeguards reduce misalignment risk .
Engagement signals: Solid 2025 re‑election margin (13.41M for vs. 0.62M against) indicates investor support; say‑on‑pay approval in 2024 at ~88% underscores broader governance confidence .
Potential conflicts: None disclosed related to Woung‑Chapman; multi‑board commitments exist (SMC, CHRD, TPL) but no attendance concerns disclosed (≥86% participation) .
Shareholder rights posture: Board opposed 2025 10% special meeting threshold proposal; stockholders voted against (For 2,180,247; Against 11,923,663) maintaining 25% threshold—relevant to activism calculus .

Red flags: None disclosed specific to Woung‑Chapman. Company‑level safeguards include majority voting/resignation policy, clawback policy, and robust insider trading restrictions .