Tyler Glover
About Tyler Glover
Tyler Glover, age 40, has served as President, CEO and Director of Texas Pacific Land Corporation (TPL) since January 11, 2021, and is also President/CEO of Texas Pacific Water Resources LLC since its formation in June 2017, with 17+ years of energy services and land management experience . Under his tenure, 2024 performance included revenues of $705.8m, net income of $454.0m, Adjusted EBITDA of $610.7m, free cash flow of $461.1m, and a 111% stock price increase in 2024 versus 2023 . His compensation program emphasizes pay-for-performance with PSUs tied to relative TSR vs XOP and cumulative FCF/share; the 2022–2024 PSU cycle paid at maximum on both metrics (200%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Pacific Land Trust / TPL | Assistant General Agent; Co-General Agent & Secretary; CEO of Trust; President & CEO TPL | 2014–present (CEO since 2016; corporate reorg to TPL in 2021) | Led transition from trust to C‑corp, expanded water business (TPWR), commercializing surface and royalty assets |
| Texas Pacific Water Resources LLC | President & CEO | Since June 2017 | Built full-service Permian water sourcing/treatment/disposal platform integrated with surface footprint |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed for Glover in proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $850,000 | $850,000 | $850,000 |
| All Other Compensation ($) | $32,700 | $34,200 | $35,100 |
| Perquisites detail | Auto allowance $14,400 annually (2022–2024) | Auto allowance $14,400 | Auto allowance $14,400 |
Performance Compensation
| Component | Design | 2024 Target | 2024 Actual |
|---|---|---|---|
| Annual bonus targets | Target bonus % of salary | 110% | Paid $1,771,181 |
| Short-term metrics | Adjusted EBITDA margin (25%), FCF per diluted share (50%), strategic objectives (25%) | Weightings and thresholds: EBITDA margin T=83%/Max=88%; FCF/share T=$15.67/Max=$20.33 | Results: EBITDA margin 86.5% (171% of target); FCF/share $20.03 (194%); strategic 200%; blended payout 189.4% |
| Long-term incentives (LTI) | 50% PSUs (25% RTSR vs XOP; 25% cumulative 3Y FCF/share), 50% RSUs; 3-year PSU cliff vest; RSUs vest 1/3 annually | 2024 grant at 425% of salary: $3,612,500; 3,804 PSUs (target) + 3,804 RSUs | Outstanding at 12/31/2024: 6,828 RSUs; 5,103 RTSR PSUs (target); 9,543 FCF PSUs (probability-weighted) |
| PSU 2022–2024 cycle outcome | RTSR vs XOP; cumulative FCF/share | Targets: RTSR 50th pctile, FCF/share $42.50 | Actuals: RTSR 100th pctile (265% value) and FCF/share $57.58; both paid at 200% |
Detailed short-term incentive calibration:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 25% | 78.0% | 83.0% | 88.0% | 86.5% | 171% |
| FCF per Diluted Share ($) | 50% | $11.00 | $15.67 | $20.33 | $20.03 | 194% |
| Strategic Objectives (HSE/ESG, permits, ROIC) | 25% | — | — | — | Achieved/exceeded (TRIR zero; Scope 1 -8%; ROIC >8%) | 200% |
| Blended Bonus Payout | — | — | — | — | — | 189.4% |
Program evolution signals:
- Shift to equity-heavy pay: CEO’s compensation evolved from 100% cash in 2020 to ~33% cash at 2024 target (rest equity) .
- 2025 adjustment: short-term metric changed from EBITDA margin to Adjusted EBITDA for better alignment with segment growth and FCF .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,609 shares (<1%) |
| Outstanding unvested equity at 12/31/2024 | RSUs: 6,828; RTSR PSUs (target): 5,103; FCF PSUs (probability): 9,543 |
| Upcoming RSU vest tranches | 2025-02-10: 882; 2025-02-11: 1,254; 2025-02-13: 1,266; 2026-02-10: 888; 2026-02-13: 1,269; 2027-02-13: 1,269 |
| Ownership guidelines | CEO must hold ≥5x base salary; executives must retain ≥50% after-tax shares until met; all executives in compliance |
| Hedging/pledging | Hedging and short sales prohibited; pledging/margin deposits require General Counsel pre-approval |
| Options | No stock options outstanding; equity program uses RSUs/PSUs |
Vesting pressure assessment:
- RSU vesting through 2027 indicates periodic taxable events; directors may sell to cover taxes, but executives must retain 50% of after-tax shares until ownership guideline is met, moderating selling pressure .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Amended & restated 10/13/2023; ends 12/31/2026; auto one-year renewals unless non-renewal notice >120 days prior |
| Base salary / bonus / LTI targets | Base $850,000; annual bonus target ≥100% of salary; LTI+bonus target ≥300% of salary |
| Severance (no CIC) | 2x greater of (3-year avg salary+bonus) or (current salary+target bonus) + pro-rata bonus + up to 18 months COBRA + equity per award terms |
| Change-in-control (CIC) double-trigger | 2.99x greater of (3-year avg salary+bonus) or (current salary+target bonus) + restrictive covenant value payment (offsets CIC severance) + 12 months outplacement (≤$30k) + 12 months financial planning (≤$30k) + pro-rata bonus + COBRA |
| Non-compete / non-solicit | Non-compete in specified counties during employment and for 1 year post-term (6 months if voluntary no Good Reason); non-solicit clients/suppliers/business partners for 1 year post-term |
| Clawback | SEC/NYSE-compliant 10D policy to recover excess incentive comp over prior 3 years upon restatement |
| 280G | “Best-of-net”: cut to avoid excise tax or pay full w/o gross-up, whichever yields higher after-tax to exec; no gross-ups |
Potential payments (as of 12/31/2024 assumptions):
| Scenario | Cash Severance | Unpaid Annual Bonus | COBRA | Equity Vesting (RSU/PSU tranches shown) | Other | Total |
|---|---|---|---|---|---|---|
| Death/Disability | — | $1,771,181 | — | 2022 RSUs $2,842,447; 2022 PSUs $4,260,263; 2023 RSUs $2,984,561; 2023 PSUs $2,984,561; 2024 RSUs $4,264,550; 2024 PSUs $4,264,550 | — | $23,372,113 |
| CIC (no termination) | — | — | — | 2022 PSUs $4,023,960; 2023 PSUs $1,825,399; 2024 PSUs $1,186,092 | — | $7,035,451 |
| Termination w/o Cause or Good Reason within 24m post-CIC (double-trigger) | $7,345,649 | $1,771,181 | $49,723 | 2022 RSUs $2,842,447; 2022 PSUs $236,303; 2023 RSUs $2,984,561; 2023 PSUs $1,159,162; 2024 RSUs $4,264,550; 2024 PSUs $3,078,458 | Outplacement+Financial planning $60,000 | $23,792,034 |
| Termination w/o Cause or Good Reason (no CIC) | $4,913,477 | $1,771,181 | $49,723 | 2022 RSUs $2,842,447; 2022 PSUs $4,260,263; 2023 RSUs $2,984,561; 2023 PSUs $2,984,561; 2024 RSUs $4,264,550; 2024 PSUs $4,264,550 | — | $28,335,313 |
Board Governance
- Board service: Director since January 2021; currently CEO & Director (not Chair) .
- Board independence: 8 of 9 directors independent; Chair is independent (Rhys J. Best). CEO and Chair roles separated to ensure independence and risk oversight; executive sessions are held after regular Board meetings .
- Committee roles: Glover is not a member of Audit, Compensation, Nominating & Corporate Governance, or Strategic Acquisitions Committees; independent directors chair all committees .
- Attendance: In 2024, Board met 14 times and acted by consent 4 times; all directors attended ≥86% of Board and committee meetings; all attended the 2024 annual meeting .
- Stockholder rights and governance evolution: Declassification phased-in completed in 2025; stockholders can call special meetings at 25% threshold; proxy access adopted (3% for 3 years, up to 20 holders, up to 25% of seats) .
- Investor engagement: Comprehensive outreach in 2024–2025; compensation-related feedback incorporated (e.g., metric weighting changes, increased performance equity) .
- Dual-role implications: CEO also serves as director; independence concerns mitigated by separate independent Chair and committee structures .
Director Compensation (Context; Glover does not receive director pay)
| Item | 2024 | 2025 |
|---|---|---|
| Base retainer | $230,000 total; $105,000 cash + $125,000 stock (immediately vested) | $250,000 total; $105,000 cash + $145,000 stock |
| Committee service fee | $10,000 per committee | $10,000 |
| Chair fees | Board Chair $125,000; Audit Chair $10,000; NCG Chair $5,000; Comp Chair $5,000; Strategic Acq Chair $5,000 | Board Chair $130,000; Audit $15,000; NCG $10,000; Comp $10,000; Strategic Acq $5,000 |
| Director ownership guideline | 5x base cash retainer within 5 years; unvested time-based restricted shares count; allowed sales to cover taxes | 5x base cash retainer |
Glover, as an employee-director, received no additional director compensation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~88% of votes cast supported executive compensation .
- 2025 stockholder perception study: focus areas included strategy and governance; no specific changes requested to compensation program; positive views on board declassification and special meeting rights .
Compensation Peer Group (Reference Group for benchmarking)
TPL uses a “Reference Group” across Royalty/Non-Op, Midstream/Water, and E&P companies to benchmark talent markets and pay structures (not direct peers). 2025 adds Freehold Royalties; details below :
- Royalty/Non-Op: Black Stone Minerals, Freehold Royalties (added for 2025), Kimbell Royalties, Northern Oil & Gas, PrairieSky Royalties, Sitio Royalties .
- Midstream/Water: Aris Water Solutions, DT Midstream, EnLink Midstream, Western Midstream Partners, Kinetic Holdings, Select Water Solutions (Equitrans and NuStar noted as acquired) .
- E&P: Matador Resources, Range Resources, SM Energy, Civitas, Ovintiv, Permian Resources (Callon, Marathon, Southwestern noted as acquired) .
Performance & Track Record (Highlights)
| Metric | 2024 Result |
|---|---|
| Revenues | $705.8m |
| Net income | $454.0m |
| Adjusted EBITDA | $610.7m |
| Free Cash Flow | $461.1m |
| Stock price | +111% YoY (12/31/2024 vs 12/31/2023) |
| Royalty production | 26.8k Boe/d (avg), price realization $39.87/Boe |
| Program integrity | Clawback policy, anti-hedging/pledging, pre-clearance & blackout trading windows |
Equity Ownership & Beneficial Owners (Context)
- Officers/directors collectively held 6.9% of outstanding shares as of 9/11/2025 .
- Major holders include Horizon Kinetics (15.6%), Vanguard (10.7%), BlackRock (7.9%), State Street (5.0%) .
Related Party & Governance Integrity
- 2024 mineral acquisition with Brigham Royalties: TPL paid pro-rata; commissions to Brigham employees were below market alternatives; Audit Committee and Board approved, with director Roosa abstaining; no fees paid to Brigham/Mr. Roosa beyond employee commissions .
Risk Indicators & Red Flags
- Hedging/shorting prohibited; pledging requires pre-approval (reduces misalignment risk) .
- SEC/NYSE clawback adopted; no tax gross-ups; “best-of-net” CIC excise approach .
- No options or repricing; equity vehicles RSUs/PSUs only .
- Governance enhancements: declassification, proxy access, special meeting rights .
Investment Implications
- Strong pay-for-performance alignment: high weighting to FCF/share and RTSR drove maximum PSU outcomes for 2022–2024; 2024 short-term payout was 189.4% on robust margin and FCF/share performance, consistent with 111% stock price increase and significant FCF generation .
- Retention risk appears contained: significant unvested RSUs/PSUs outstanding; ownership guidelines in compliance; non-compete/non-solicit provisions; severance economics competitive without gross-ups .
- Insider selling pressure: recurring RSU vesting will trigger tax sales, but executive share retention requirement (≥50% after tax) supports alignment; no disclosed pledging .
- Governance quality: independent Chair, strong committee structure, active investor engagement, and adoption of proxy access; board attendance strong; CEO not on committees, reducing conflicts in compensation oversight .
Overall, Glover’s incentives are tightly linked to cash generation and shareholder returns, with policy safeguards (clawbacks, anti-hedging) and competitive CIC economics that balance retention and shareholder protections .