Micheal Dobbs
Senior Vice President, Secretary and General Counsel at TPL
Executive
About Micheal Dobbs
Micheal W. Dobbs is Senior Vice President, Secretary, and General Counsel of Texas Pacific Land Corporation (TPL), serving in this role since January 11, 2021; he is 52 years old as of the 2025 proxy . TPL’s 2024 results underpin pay-for-performance: Revenues $705.8m, Adjusted EBITDA $610.7m, Free Cash Flow $461.1m, and a 111% increase in stock price in 2024; pay decisions reference these outcomes and shareholder feedback, with 2024 say‑on‑pay support at ~88% of votes cast . Long-term PSUs for the 2022–2024 performance period paid out at 200% based on 100th percentile Relative TSR vs XOP and cumulative FCF/share of $57.58, evidencing strong alignment to performance benchmarks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Pacific Land Trust | Senior Vice President & General Counsel | Aug 2020 – Jan 2021 | Supported transition to corporate structure and legal stewardship around the January 11, 2021 reorganization . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kelley Drye & Warren LLP | Equity partner; Managing Partner, Houston office | Not disclosed (prior to 2020) | Led legal practice; experience relevant to corporate governance and compliance . |
Fixed Compensation
Multi-year compensation for Dobbs:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 400,000 | 420,000 | 440,000 |
| Stock Awards ($) | 957,084 | 1,166,994 | 1,508,069 |
| Non-Equity Incentive Plan ($) | 525,000 | 475,965 | 625,123 |
| Change in Pension Present Value ($) | 24,285 | 31,869 | 23,226 |
| All Other Compensation ($) | 18,000 | 19,800 | 20,700 |
| Total ($) | 1,924,369 | 2,114,628 | 2,617,118 |
Additional fixed pay terms:
- 2024 base salary: $440,000; target annual bonus at 75% of salary (unchanged vs 2023) .
- Pension plan frozen as of Dec 31, 2024; future accruals ceased; 2025 discretionary 401(k) contribution approved for employees broadly .
Performance Compensation
2024 annual (short-term) incentive structure and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 25% | 78.0% | 83.0% | 88.0% | 86.5% | 171% |
| FCF per Fully Diluted Share | 50% | $11.00 | $15.67 | $20.33 | $20.03 | 194% |
| Strategic Objectives (safety/ESG/capture/permits/ROIC) | 25% | N/A | N/A | N/A | Exceeded goals (e.g., TRIR 0; Scope 1 −8% vs 2021; >4 SWD permits; ROIC >8%) | 200% |
- Commodity price collar applied ($29.83–$47.24/BOE); 2024 realization $39.87/BOE → no adjustment .
- Resulting 2024 bonus earned at 189.4% of target; Dobbs payout $625,123 .
Long-term PSUs – 2022–2024 performance period (certified in 2025):
| PSU Metric | Threshold | Target | Maximum | Actual | Payout | Notes |
|---|---|---|---|---|---|---|
| RTSR vs XOP | 25th pct | 50th pct | 90th pct | 100th pct; RTSR 265% | 200% | Measures average price/TSR Jan 2024–Jan 2027 for 2024 awards; certified for 2022–2024 awards . |
| 3-Year Cumulative FCF per Diluted Share | $36.67 | $50.00 | $63.33 | $57.58 | 200% | Aligns to capital returns and per-share discipline . |
2024 LTI grant (Feb 13, 2024):
| Grant Type | Target Units | Threshold Units | Max Units | Grant Date FV ($) |
|---|---|---|---|---|
| RTSR PSUs | 603 | 151 | 1,206 | 362,731 |
| FCF PSUs | 603 | 151 | 1,206 | 572,669 |
| Time-based RSUs | 1,206 | N/A | N/A | 572,669 |
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Metric | 2024 (Record Date: Sep 13, 2024) | 2025 (Record Date: Sep 11, 2025) |
|---|---|---|
| Shares beneficially owned (#) | 930 | 1,393 |
| Percent of class | <1% (asterisk) | <1% (asterisk) |
Outstanding equity awards (as of Dec 31, 2024):
| Award | Units Unvested | Market/Payout Value ($) |
|---|---|---|
| RSUs | 2,073 | 2,292,655 (at $1,105.96/share) |
| RTSR PSUs (target units presented) | 1,491 | 1,648,986 (at $1,105.96/share) |
| FCF PSUs (probability-based units presented) | 2,777 | 3,071,251 (at $1,105.96/share) |
Vesting schedules:
- RSUs vest one-third annually; upcoming vest tranches for Dobbs: Feb 10, 2025 (273), Feb 11, 2025 (321), Feb 13, 2025 (402); Feb 10, 2026 (273), Feb 13, 2026 (402); Feb 13, 2027 (402) .
- PSUs vest at end of their 3-year period based on performance; 2022 RTSR/FCF PSUs vested Feb 11, 2025 (RTSR 477; FCF 954); 2023 RTSR/FCF PSUs expected to vest Feb 10, 2026 at target/150% (RTSR 411; FCF 617); 2024 RTSR/FCF PSUs expected to vest Feb 13, 2027 at target/maximum (RTSR 603; FCF 1,206) per probability analysis as of Dec 31, 2024 .
Ownership/pledging policies and guidelines:
- Anti-hedging; pre-approval required for any pledges/margin accounts; short sales and derivatives generally prohibited .
- Executive stock ownership guidelines: NEOs 2× base salary; all executives are in compliance as of proxy date; retain ≥50% of after-tax shares until compliant .
Employment Terms
Employment agreement (effective Oct 13, 2023; term to Dec 31, 2026; auto-renews annually unless notice ≥120 days prior):
- Compensation: Base salary $420,000 at signing (subject to review); target annual bonus ≥75% of salary; LTI target plus bonus ≥175% of salary .
- Severance (non‑CIC): if terminated without cause or resigns for good reason → cash severance equal to 2× the greater of (i) three-year average base+bonus or (ii) current base+target bonus; pro‑rata current-year bonus; up to 18 months COBRA; equity per award terms; accrued/unused pay and expenses .
- Severance (within 24 months of CIC): 2.99× the greater of (i) three-year average base+bonus or (ii) base+target bonus; payment equal to value of restrictive covenants offsets CIC severance; 12 months outplacement (≤$30k) and financial planning (≤$30k) .
- Non-compete/non-solicit: Non-compete during employment and for 1 year post-separation (or 6 months if voluntary resignation without good reason) in specified operating counties; non-solicit for 1 year post-employment .
- Tax policy: best‑of‑net (no excise tax gross-up); amounts may be cut to avoid 280G/4999 excise taxes if economically superior .
Equity award treatment on separation/change-in-control:
- RSUs: Unvested RSUs vest in full upon death, disability, termination without cause or for good reason; on CIC, if replacement awards exist, then double-trigger immediate vesting upon qualifying termination; if no replacement and stock ceases to trade, RSUs vest at CIC .
- PSUs: Upon death, disability, termination without cause or for good reason, PSUs remain outstanding and vest based on actual performance; upon CIC, pro‑rata PSUs immediately earned/vested based on target (FCF) and the higher of actual RTSR or 50th percentile (RTSR) .
Estimated payments if event occurred on Dec 31, 2024:
| Scenario | Total ($) |
|---|---|
| Death/Disability | 6,982,277 |
| Change in Control (CIC, no termination) | 1,968,617 |
| Termination without Cause or by NEO for Good Reason within 24 months of CIC | 7,999,852 |
| Termination without Cause or by NEO for Good Reason (non‑CIC) | 8,956,059 |
Other governance policies applicable to Dobbs:
- Clawback (no-fault): recovery of erroneously awarded incentive compensation upon accounting restatement (three prior fiscal years) per SEC/NYSE rules .
- Insider trading preclearance and blackout compliance overseen by General Counsel/CFO; anti-short and anti-derivative provisions .
Investment Implications
- Compensation alignment: High variable pay with formulaic STIP metrics (FCF/share and EBITDA margins) and PSUs tied to RTSR vs XOP and three-year cumulative FCF/share; 2022–2024 PSUs paid at max reflects strong execution and share price outperformance vs energy peers .
- Retention risk: Moderate to low given substantial unvested equity (RSUs and PSUs), non‑compete/non‑solicit provisions, and attractive severance economics including 2× non‑CIC and 2.99× CIC multiples (best‑of‑net, no gross‑ups) .
- Insider selling pressure: RSU tranches and PSU vesting windows in Feb 2026 and Feb 2027 can create supply; mitigated by ownership guidelines requiring retention of ≥50% of after-tax shares until compliant and preclearance/blackout rules that limit opportunistic trading .
- Governance and shareholder support: Strong say‑on‑pay support (~88% in 2024), stockholder engagement feedback integrated into program design (e.g., shifting STIP from EBITDA margin to EBITDA for 2025) and adherence to clawback/anti‑hedging policies support investor confidence in pay practices .
Appendix: Additional Detail Tables
2024 RSU vesting cadence (units):
| Date | Units |
|---|---|
| Feb 10, 2025 | 273 |
| Feb 11, 2025 | 321 |
| Feb 13, 2025 | 402 |
| Feb 10, 2026 | 273 |
| Feb 13, 2026 | 402 |
| Feb 13, 2027 | 402 |
2022 PSU vesting (certified Feb 11, 2025):
| PSU Type | Units Vested |
|---|---|
| RTSR PSUs | 477 |
| FCF PSUs | 954 |
2023/2024 PSU expected vesting (probability analysis as of Dec 31, 2024; subject to performance certification):
| PSU Grant | Date | Expected Units |
|---|---|---|
| 2023 RTSR PSUs | Feb 10, 2026 | 411 at target |
| 2023 FCF PSUs | Feb 10, 2026 | 617 at 150% |
| 2024 RTSR PSUs | Feb 13, 2027 | 603 at target |
| 2024 FCF PSUs | Feb 13, 2027 | 1,206 at maximum |
Program design and shareholder feedback:
- 2024 metrics weights adjusted (EBITDA margin 37.5%→25.0%; FCF/share 37.5%→50.0%; Strategic 25.0%) to better emphasize per-share cash returns; 2025 STIP metric moving from EBITDA margin to EBITDA to better reflect segment growth and capital allocation .
- Reference peer group updated to include Freehold Royalties for 2025; emphasis on talent-market comparables across Royalty/Non-Op, Midstream/Water, and selected E&Ps given TPL’s unique asset base and financial profile .