Item 11. Executive Compensation.

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Item 11. Executive Compensation.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides information on the compensation arrangements for each of TPL’s Chief Executive Officer, Chief Financial Officer and up to three other most highly compensated individuals who were serving as an executive officer at the end of the Last Fiscal Year, and up to two other individuals who would have been included as other most highly compensated individuals but were not serving as executive officers at the end of the Last Fiscal Year, for services rendered in all capacities during the Last Fiscal Year (the “Named Executive Officers”). The compensation disclosures below reflect Fiscal Year 2023.

For Fiscal Year 2023, the following officers represented our Named Executive Officers:

Tyler Glover, our President and Chief Executive Officer
Chris Steddum, our Chief Financial Officer
Micheal W. Dobbs, our Senior Vice President, Secretary, and General Counsel

Executive Summary

TPL was originally organized in 1888 as a business trust to hold title to extensive tracts of land in numerous counties in West Texas which were previously the property of the Texas and Pacific Railway Company. On January 11, 2021, we completed our Corporate Reorganization from a business trust to a corporation changing our name from Texas Pacific Land Trust to Texas Pacific Land Corporation.

Our business activity is generated from our surface and royalty interest ownership in West Texas, primarily in the Permian Basin. Our revenues are derived from oil, gas and produced water royalties, sales of water and land, easements and commercial leases. Due to the nature of our operations and concentration of our ownership in one geographic location, our

revenue and net income are subject to substantial fluctuations from quarter to quarter and year to year. In addition to fluctuations in response to changes in the market price for oil and gas, our financial results are also subject to decisions by the owners and operators of not only the oil and gas wells to which our oil and gas royalty interests relate, but also to other owners and operators in the Permian Basin as it relates to our other revenue streams, principally water sales, easements and other surface-related revenue.

Business and Financial Performance 2023 Highlights

Net income of $405.6 million, or $52.81 per share (basic) and $52.77 (diluted)
Revenues of $631.6 million
Adjusted EBITDA(1) of $541.4 million
Free cash flow(1) of $415.5 million
Royalty production of 23.5 thousand barrels of oil equivalent per day
Total cash dividends of $13.00 per share paid during 2023
Published annual update of ESG disclosure, including metrics for 2022

(1) Reconciliations of Non-GAAP measures are provided in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Performance Measures.”

Key Aspects of 2023 Design

Following a substantial redesign of our compensation programs in 2022, the Compensation Committee generally maintained the overall program structure in 2023. This program design is based on typical practices among our Reference Group (see below) while reflecting the unique aspects of TPL. The compensation program design is intended to meet the following objectives:

Align executives’ financial interests more closely with stockholders;
Tie executive compensation with long-term performance (both stock price and financial performance) incorporating risk into the awards, while relying heavily on formulaic incentive compensation;
Incorporate long-term vesting periods to help ensure continuity of the management team;
Ensure transparency for participants and stockholders about how outcomes are determined with an appropriate and competitive level of pay at risk;
Meet common governance standards for public companies, and assess and control the program to avoid creating undue risk or encouraging excessive risk-tasking by executives; and
Ensure a competitive compensation program.

We believe that our program, including awards under the 2021 Incentive Plan, has an appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk-taking.

We have maintained this general structure for 2024.

Decision-Making Process

Compensation Philosophy and Approach

TPL’s 2023 executive compensation program is designed to recruit and retain an executive team and to reward performance in achieving TPL’s goals of protecting and maintaining the assets of TPL. The 2023 executive compensation

program consists principally of a salary, an annual cash bonus (sometimes referred to as awards under a non-equity incentive plan commencing in 2022), and share-based compensation. Base salaries provide our Named Executive Officers with a steady income stream that is not contingent on TPL’s performance. Differences in salary for the Named Executive Officers may reflect the differing responsibilities of their respective positions, the differing levels of experience of the individuals and internal pay-equity considerations. The cash bonus allows the Compensation Committee flexibility to recognize and reward the Named Executive Officers’ contributions to TPL’s performance in any given year. Salaries are reviewed annually, and salary adjustments and the amounts of cash bonuses are determined by the Compensation Committee and the Board, as applicable, based upon an evaluation of the Named Executive Officer’s performance and contributions, as well as overall performance of the Company, against the goals and objectives of TPL in accordance with the relevant employment agreements in effect, as applicable. Share-based compensation awards link pay to performance and aligns executive officers’ interests with those of the Company and its stockholders over the long term.

As part of its compensation program, TPL maintains both a qualified defined benefit pension plan and a qualified defined contribution plan which are both available to employees generally, as well as to the Named Executive Officers. These plans are designed to assist employees in planning for their retirement.

Consideration of 2023 Say on Pay Vote

At our November 2023 stockholder meeting, the majority of our stockholders voted to approve our executive compensation program, with approximately 81% approval among votes cast. The Compensation Committee viewed this as support of its approach and philosophy and as a basis for continuing with the program described in this CD&A for 2023.

Following our lower support in 2022, at the direction of our Compensation Committee, TPL management reached out to 10 of our largest stockholders, representing more than 20% of our outstanding shares, to discuss our executive compensation program along with other topics of importance to them, including governance, sustainability and strategy. Four stockholders representing approximately 10% of our outstanding shares accepted our invitation to share feedback, and members of management and of the Board engaged at length with them. The remaining six stockholders we contacted either did not respond or confirmed that they did not have any concerns with our executive compensation program and therefore no engagement was necessary.

Independent members of our Board participated in and led each of these meetings with stockholders. Each meeting included some combination of our Compensation Committee Chair and at least one other member of the Board. They were joined in these meetings by most or all of the Company’s CEO, CFO, Secretary and General Counsel and Vice President of Finance and Investor Relations.

Following these meetings, the Compensation Committee met with senior management to discuss what we learned during this comprehensive outreach process. In general, we learned that institutional stockholders were not seeking significant changes to our compensation program; many expressed support for our overall compensation philosophy and instead suggested modest changes, including enhancing our proxy statement disclosures and increasing the proportion of performance-based equity over time.

In response to this feedback, we have added new disclosures to our proxy statement intended to provide greater transparency into the functioning of our executive compensation program. Additionally, we intend to evolve our compensation program over time, and we may make further changes to the structure of our compensation program based on the needs of the Company.

Role of the Committee

The Compensation Committee has the sole authority to determine the compensation of the Named Executive Officers other than the Chief Executive Officer and to make recommendations to the Board, which has the authority to make final decisions, with respect to the compensation of the Chief Executive Officer. The Compensation Committee is also responsible for developing and overseeing an equity compensation program for the Company generally for other employees, and for making recommendations to the Board with respect to compensation for non-employee directors, with assistance from the Compensation Committee’s independent compensation consultant.

In establishing the Named Executive Officers’ compensation for 2023, the Compensation Committee Chair and the full Compensation Committee met multiple times, including with management and/or the Compensation Committee’s independent compensation consultant, to review market practices, evaluate potential alternatives, determine appropriate metrics and goals, and review strategic goals and performance.

Role of Management

Our CEO, Mr. Glover, provided recommendations for compensation for his direct reports. Additionally, the management team provided the Compensation Committee with financial performance information to assist with the assessment of company and individual performance in determining the bonuses for 2023. The Compensation Committee considered this information in its decision-making process. No member of management participated in discussions relating to his or her own compensation.

Role of the Independent Consultant

Since 2021, the Compensation Committee has used Meridian as its independent compensation consultant to assist the Compensation Committee in fulfilling its responsibilities related to the oversight of TPL Corporation’s executive officer and non-employee director compensation. The Compensation Committee determined that Meridian was independent from management based upon the consideration of various relevant factors, including that Meridian did not provide any services to TPL except advisory services to the Compensation Committee, and that Meridian had and adhered to policies and procedures that were designed to prevent conflicts of interests.

The independent compensation consultant advises the Compensation Committee in the development of pay strategies regarding our executive officers, including our CEO, and non-employee directors. The Compensation Committee reviews and discusses matters involving executive officer and non-employee director compensation. Following this review, the Compensation Committee makes a determination and/or recommendation to the Board, as applicable under the Compensation Committee’s charter, regarding, among other things (a) the compensation of the CEO and the compensation of executive officers other than the CEO, in each case including salary, bonus, benefits, incentive awards and perquisites, and (b) compensation for TPL’s non-employee directors.

Benchmarking Process

Determining the 2023 Compensation Program

As described below, the Compensation Committee asked Meridian to review market data as part of the process of establishing 2023 compensation for our Named Executive Officers. As part of this process, the Compensation Committee noted that TPL is a unique organization in a number of ways:

It is the largest publicly-traded mineral royalty focused organization, with a market capitalization more than double the next largest publicly-traded mineral royalty focused organization;
Unlike most mineral royalty focused organizations, TPL also owns and manages a large amount of surface rights;
These surface rights allow the creation of additional business lines, such as our water business and Surface Leases, Easements and Material (referred to as “SLEM”);
TPL’s legacy assets carry zero basis on the balance sheet; and
TPL’s financial profile is unusual with no debt, limited book assets, and high margins. TPL also returns a significant portion of its cash flow to stockholders through dividends and share repurchases.

As a result of these unique characteristics, TPL does not have any direct peers. Instead of reviewing peer group market data, the Compensation Committee asked Meridian to review compensation for a group of comparable reference companies (the “Reference Group”). The Reference Group (listed below) represents companies which operate in ancillary businesses such as royalty companies, midstream companies, and E&P companies that have business lines similar to TPL and are similar in market capitalization, enterprise value, and/or Adjusted EBITDA.


Royalty Companies	Midstream Companies	E&P Companies
PrairieSky Royalty Ltd.	Western Midstream Partners, LP	Marathon Oil Corporation
Black Stone Minerals, L.P.	DCP Midstream, LP	PDC Energy, Inc.
Sitio Royalties Corporation	EnLink Midstream, LLC	Matador Resources Company
Kimbell Royalty Partners	NuStar Energy L.P.	SM Energy Company
	Crestwood Equity Partners LP	Callon Petroleum Company
	Magellan Midstream Partners	Southwestern Energy Company
	Equitrans Midstream Corporation	Range Resources Corporation

Market data from this Reference Group, plus additional broad survey data from general industry and the E&P industry, was used by the Compensation Committee as a reference to help determine the 2023 compensation program design and individual pay levels as well as in determining the 2023 compensation, which is described below. During 2023, in preparation for decisions regarding 2024 compensation, the Compensation Committee refreshed the listing of companies in the Reference Group to account for mergers/acquisitions occurring during 2023. The following companies were removed from the Reference Group for 2024: DCP Midstream, LP, Crestwood Equity Partners LP, and Magellan Midstream Partners (Midstream Companies) and PDC Energy, Inc. (E&P Companies). The following companies were added to the Reference Group for 2024: Northern Oil and Gas, Inc. (Royalty Companies) and DT Midstream, Inc. (Midstream Companies).

2023 Compensation Program

TPL’s 2023 executive compensation program is designed to reward performance in achieving TPL’s goals of protecting and maintaining the assets of TPL as detailed below.

Base Salaries

Our Named Executive Officers receive a base salary to provide a competitive level of fixed compensation based on each individual’s role, experience, qualifications, and individual performance. The base salaries as of the end of 2023 for our Named Executive Officers were as follows:


Named Executive Officer	Base Salary as of December 31, 2023
Tyler Glover	$	850,000
Chris Steddum	$	500,000
Micheal W. Dobbs	$	420,000

The base salary for Mr. Glover is unchanged from 2022. The Compensation Committee increased the base salaries for Mr. Steddum and Mr. Dobbs for 2023 to better align with market data from the Reference Group.

2023 Annual Incentive Targets

Each of the executive officers has a target bonus expressed as a percentage of salary established based on references to market data as described above. The target bonuses as a percentage of salary for each of our Named Executive Officers for 2023 is as follows:


Named Executive Officer									2023 Target Bonus as a % of Salary
Tyler Glover									110%
Chris Steddum									90%
Micheal W. Dobbs									75%

These are unchanged from 2022.

The Committee has also established a structured annual incentive program, with goals tied to key metrics for the company. For 2023, the metrics included two financial metrics (Adjusted EBITDA Margin % and Free Cash Flow/share (FCF/share)) as well as several strategic objectives, as outlined below.

2023 Annual (Short-Term) Incentive Program Summary


Metric	Weight	Rationale
Adjusted EBITDA Margin %	37.5%	TPL has one of the highest Adjusted EBITDA margins of any company in the oil and gas industry and maintaining high margins is a high priority for the management team.
FCF per share	37.5%	Generating FCF is a high priority for TPL, which enables greater returns to stockholders in the form of dividends and share repurchases.
Strategic Objectives	25%	These objectives were established based on key strategic priorities to ensure long-term success, such as safety, ESG progress against goals/metrics, increasing use of TPL’s land, SLEM, and water services, and leveraging TPL’s land to explore other non-oil and gas revenue streams.

Goals for each of the 2023 metrics were established at the beginning of 2023, based on expectations for the year. The Threshold, Target, and Maximum level of performance for each financial metric are outlined below. At Threshold, Target, and Maximum performance levels, 50%, 100%, and 200% of the target bonus would be earned, respectively, for each metric.


Metric	Weighting	Threshold	Target	Maximum	Actual Results
Adjusted EBITDA Margin %	37.5%	80.5%	84.0%	86.5%	85.7%
FCF per fully diluted share of Common Stock	37.5%	$37.00	$48.00	$60.00	$54.05

TPL’s performance against the pre-established financial goals can be heavily influenced by the impact of changes in commodity prices. To mitigate this impact, the Committee implemented a commodity adjustment calculation, which uses a collar on commodity prices. Within the collar range, no adjustment is made for commodity prices. If commodity prices fall below or rise above the collar range, a floor or cap on prices is applied. This provides our management team with some exposure to commodity price, in line with our stockholders, but limits the exposure with significant changes in commodity prices. In 2023, the collar for commodity prices ranged from $37.65 per Boe to $54.56 per Boe. Actual realizations of $42.58 per Boe were within the range of the collar for 2023, thus no adjustment to price per Boe was necessary for determining adjusted EBITDA margin and FCF per share.

Based on final financial results, TPL exceeded the Target level on both of the financial metrics, earning 169% of target on the Adjusted EBITDA metric and 150% of target on the FCF metric.

The Compensation Committee also approved strategic objectives for the year which were intended to encourage our management team to take action to improve TPL’s long-term opportunities for success, but which didn’t directly impact financial results in 2023. The material aspects of the objectives are outlined below.


Strategic Objectives						Results
Expansion of non-oil and gas revenues – increase contracted renewable megawatts (“MW”) on TPL surface by 100%						Contracted additional 510 MWs of renewable energy, representing a 307% increase in 2023 compared to 2022
Market share – maintain development capture rate above TPL’s acreage ownership share						Achieved lateral feet drilled capture rate of 15% above average ownership level
Safety - maintain TRIR at or below industry average,						No reported safety incidents; TRIR score of zero
Zero produced water spills and maintain 100% safety training						Zero spills and 99% safety training with the outstanding training completed in February 2024
Environmental – maintain Scope 1 emission levels below 2021 levels						2023 Scope 1 emissions declined 14% from 2021 levels due to lower fuel consumption as a direct result of electrification of water facilities

Given the strong results relative to the Strategic Objectives, the Committee scored the Strategic Objectives at 125% of target.

As a result of the combined weighted results for Adjusted EBITDA Margin, FCF per share and Strategic Objectives, our Named Executive Officers earned 151.1% of the targeted 2023 Short Term Incentive Program, as outlined below:


Named Executive Officer	Actual Bonus for 2023
Tyler Glover	$	1,412,785
Chris Steddum	$	679,950
Micheal W. Dobbs	$	475,965

2023 Long-Term Incentive Program

As part of the program redesign in 2022, the Compensation Committee implemented a long-term incentive plan for key employees at TPL, including Named Executive Officers. The goals of the long-term incentive plan include:

Align executives’ financial interests with stockholders.
Tie executive compensation with long-term performance.
Create a retention incentive through a substantial forfeitable balance with long-term vesting.
Provide a competitive compensation program aligned with typical company practices.

To meet the objectives of the program, the Committee established a long-term incentive program for the Named Executive Officers that uses a combination of Performance Share Units (PSUs) and Restricted Stock Units (RSUs). Each of the primary vehicles are summarized in the table below and described in more detail later in this section.


Vehicle	Weight	Rationale
PSUs Tied to Relative Total Stockholder Return (“RTSR”) against the XOP Index	25%	Earned if TPL performs well against a broad group of energy companies included in the XOP index. The maximum amount can only be earned if TPL is in the top 10% of this index.
PSUs Tied to 3-year Cumulative FCF per Share	25%	Earned if TPL meets pre-established goals for generating FCF over the three-year performance period. Generating FCF enables greater returns to stockholders in the form of dividends and share repurchases.
Time-Based Restricted Stock Units (RSUs)	50%	Increases alignment between executives’ interests and stockholders through share ownership of our executive team. Encourages continuity of the management team due to long-term (three-year) vesting provisions.

Performance Share Units (PSUs)

PSUs comprise 50% of our Named Executive Officers long-term incentive compensation. The PSUs create alignment between our executive officers and our long-term performance as measured by RTSR against a broad energy industry index (50% of PSUs) and the generation of Free Cash Flow per share over a 3 year period (50% of PSUs). These awards vest, if at all, at the end of a three year performance period.

The RTSR PSUs are intended to measure the performance of TPL’s stock against a broad set of energy industry companies included in the XOP index. Measuring RTSR against this group helps mitigate the impact of commodity price swings on the measurement of our performance. While TPL does not have any direct peers, the broad XOP index comprises many of our customers and other companies that are similarly-impacted by commodity prices.

The RTSR PSUs can be earned between 0% and 200% of the targeted number of shares based on our RTSR percentile ranking against the constituents of the XOP index as follows:


Percentile Rank						Shares Earned as a % of Target (1)
90th or above						200%
70th						150%
50th						100%
25th						25%
< 25th						—%

*(1)*Payouts are interpolated between the points in the table.

RTSR is measured using an average closing price at the beginning and end of the performance period. In the case of the 2023 awards, the average closing price over the month of January 2026 will be compared against the average closing price over the month of January 2023 with the addition of reinvested dividends from February 1, 2023 to January 31, 2026.

The FCF PSUs measure our cumulative FCF/share against our initial targets over a three-year period. If the Company is able to outperform and generate greater FCF, it will enable an increase in returns to stockholders through dividends and share repurchases. By measuring FCF on a per share basis, it requires our management team to ensure any dilution to our stockholders results in sufficiently greater FCF on an absolute basis.

The FCF PSUs can be earned between 0% and 200% of the targeted number of shares based on cumulative FCF per share as follows:


Performance Level	Cumulative 3 Year FCF/Share	Shares Earned as a % of Target (1)
Maximum	$195/Share	200%
Target	$155/Share	100%
Threshold	$115/Share	25%
Below Threshold	<$115/Share	—%

*(1)*Payouts are interpolated between the points in the table.

Restricted Stock Units (RSUs)

RSUs comprise the other 50% of our Named Executive Officers’ long-term incentive compensation. Regular grants of RSUs are intended to help build an ownership stake in TPL, thereby aligning the executives with TPL stockholders. The RSUs serve as a retention tool by creating a substantial forfeitable stake in the Company. The RSUs vest based on continued service to TPL at a rate of 33%/year, beginning with the first anniversary of the grant date.

2023 Long-Term Incentive Grants

At the beginning of 2023, the Committee established target long-term incentive grant levels for each of its Named Executive Officers based on a review of market data from the reference group and consideration of other factors such as experience and expertise, individual and company performance, and potential competitive opportunities for each of our Named Executive Officers. The target long-term incentive grant levels were established as a percentage of salary and converted into a number of shares based on the stock price on the grant date of $1,923.78 per share (the closing price of our Common Stock on the date the awards were granted).

The February 2023 awards are summarized in the table below:


Name and Position	Base Salary		Target LTI as % of Base Salary		Target LTI Dollar Amount (1)		Number of PSUs (at Target)	Number of RSUs
Tyler Glover	$	850,000	400	%	$	3,400,000	884	884
Chris Steddum	$	500,000	325	%	$	1,625,000	424	423
Micheal W. Dobbs	$	420,000	250	%	$	1,050,000	274	273

*(1)*The Target LTI Dollar Amount does not match the accounting values in the Summary Compensation Table as the accounting value of the RTSR PSUs reflects a Monte Carlo valuation.

Other Compensation

TPL’s Named Executive Officers are eligible to participate in the same benefit programs as are available to all TPL employees generally. These include both a qualified defined benefit pension plan and a qualified defined contribution plan. These plans are designed to assist employees in planning for their retirement. There are no supplemental non-qualified programs solely for the benefit of our executives.

TPL also provides certain executive officers with minimal perquisites, including an automobile allowance.

Other Governance Features

Stock Ownership Guidelines

The Company believes that it is in the best interests of our stockholders for our Named Executive Officers and other executive officers to maintain a significant ownership position in TPL to create substantial alignment between our senior management and our stockholders. Therefore, we have established stock ownership guidelines applicable to all of our executive officers. The ownership guidelines require each of our executive officers to hold shares of Common Stock with an aggregate value of at least a specified multiple of base salary as follows:

CEO – 5x base salary
Other Named Executive Officers – 2x base salary
Other Executive Officers – 1x base salary

Shares counting towards the guideline include TPL shares held outright and unvested time-based restricted shares. Performance shares do not count until earned. Until and unless each officer has achieved the desired ownership level, he or she is required to retain at least 50% of the after-tax shares received upon vesting of equity awards.

Employment Agreements

The Company has entered into employment agreements with each Named Executive Officer following approval from the Compensation Committee. These employment agreements provide for minimum levels of compensation and provide severance protections for the officer upon a termination of employment without Cause or for Good Reason (as defined in the agreements). These agreements help match competitive practices and also include certain restrictive covenants which help protect the Company. The provisions of these agreements are summarized under the “Employment Agreements” below.

Accounting and Tax Considerations

In setting the components of our executive compensation program, the Committee considers the impact of the following tax and accounting provisions:

Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows a tax deduction by public companies for compensation over $1 million paid individually to covered employees, as defined in the Code. Tax deductibility is only one factor considered by the Committee in making compensation decisions that are in the best interest of TPL and our stockholders.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (“ASC Topic 718”). ASC Topic 718 requires a public company to measure the cost of employee services received in exchange for an award of equity based on the grant date fair value of the award. Our equity awards to the Named Executives Officers (and to our other employees) are structured to maintain the appropriate accounting treatment.

Code Section 409A. Section 409A of the Code provides that deferrals of compensation under a nonqualified deferred compensation plan or arrangement are to be included in an individual’s current gross income to the extent that such deferrals are not subject to a substantial risk of forfeiture and have not previously been included in the individual’s gross income, unless certain requirements are met. We structure our stock plans, change of control agreements, severance plans and agreements and other incentive plans and agreements, each to the extent they are subject to Section 409A, to be in compliance with Section 409A.

Code Sections 280G and 4999. The change of control benefits in our Named Executive Officers’ employment agreements provide that, upon a change of control, we will either (i) reduce the amount of severance benefits otherwise payable to the executive officer so that such severance benefits will not be subject to excise tax for purposes of Code Sections 280G and 4999 or (ii) pay the full amount of severance benefits to the executive officer (but with no tax “gross-up”), whichever produces the better after-tax result for the executive officer (often referred to as the “best-of-net” approach).

Risk Assessment

The Compensation Committee has reviewed the relationship between our risk management policies and compensation policies and practices and concluded that we do not have any compensation policies or practices that expose us to risks that are reasonably likely to have a material adverse effect on TPL.

Other Compensation-Related Policies

We have an Insider Trading Policy that sets forth terms, conditions, timing, limitations, and prohibitions with respect to trading in the Company’s securities. The Insider Trading Policy also generally prohibits executive officers, among others, from hedging, including engaging in publicly-traded options, puts, calls, or other derivative instruments relating to the Company’s securities, or selling the Company’s securities “short.” The Insider Trading Policy also requires that such persons obtain pre-approval from the Company’s General Counsel for all pledges, and the deposit in margin accounts, of the Company’s securities. The Insider Trading Policy is discussed further under “Insider Trading Policy; Anti-Hedging Policy” below.

We have a Clawback Policy that requires covered executives to reimburse the Company, or forfeit, any excess incentive compensation received by them during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any such financial reporting requirement. The Clawback Policy is discussed further under “Matters Relating to Our Governance” above.

Summary Compensation Table

The following table sets forth information concerning compensation for services in all capacities awarded to, earned by, or paid to, the Named Executive Officers:


Name and Position	Year	Salary		Bonus (1)		Stock Awards (2)		Non-Equity Incentive Plan (3)		Change in Actuarial Present Value of Accumulated Benefits (4)		All Other Compensation(5)(6)		Total
Tyler Glover	2023	$	850,000	$	—	$	3,771,255	$	1,412,785	$	40,477	$	34,200	$	6,108,717
President and Chief Executive Officer	2022	$	850,000	$	—	$	3,766,469	$	1,636,250	$	—	$	32,700	$	6,285,419
	2021	$	850,000	$	2,550,000	$	1,500,848	$	—	$	37,183	$	31,800	$	4,969,831

Chris Steddum	2023	$	500,000	$	—	$	1,806,913	$	679,950	$	26,724	$	19,800	$	3,033,387
Chief Financial Officer(7)	2022	$	475,000	$	—	$	1,554,798	$	748,125	$	—	$	18,300	$	2,796,223
	2021	$	464,769	$	1,068,750	$	900,008	$	—	$	32,017	$	17,400	$	2,482,944

Micheal W. Dobbs	2023	$	420,000	$	—	$	1,166,994	$	475,965	$	31,869	$	19,800	$	2,114,628
Senior Vice President, Secretary and General Counsel (8)	2022	$	400,000	$	—	$	957,084	$	525,000	$	24,285	$	18,000	$	1,924,369
	2021	$	400,000	$	600,000	$	500,700	$	—	$	—	$	12,000	$	1,512,700

*(1)*Represents the bonus amount approved by the Compensation Committee, with respect to all Named Executive Officers for 2021. Bonuses for 2021 were accrued as of December 31, 2021 and were paid before March 15, 2022. Mr. Steddum’s 2021 bonus amount includes a $50,000 promotion bonus that was paid during 2021.

*(2)*Amounts reflect rounding up to full shares upon conversion of approved dollar-denominated awards.

*(3)*Amounts consist of cash bonuses approved by the Compensation Committee, with respect to all Named Executive Officers for the respective year. Bonuses were accrued as of December 31 of each respective year and paid and/or expected to be paid on or before March 15 of the following year.

*(4)*Represents the aggregate change in the actuarial present value of the Named Executive Officer’s accumulated benefit under TPL’s pension plan over the prior year. For further information regarding TPL’s pension plan, see Note 7, “Pension and Other Postretirement Benefits” in our consolidated financial statements included in this Annual Report on Form 10-K in Item 8. “Financial Statements and Supplementary Data.” The reported amounts for 2023 reflect the aggregate change in the actuarial present value for accumulated benefits from December 31, 2022 to December 31, 2023. For 2022, the actuarial present value of accumulated benefits decreased by $122,716 for Mr. Glover and decreased by $7,421 for Mr. Steddum, and as amounts are negative, are reported as zero in the table.

*(5)*The amount presented includes contributions by TPL to the account of the Named Executive Officer under the Company’s defined contribution retirement plan.

*(6)*The aggregate value of the perquisites and other personal benefits, if any, received by the Named Executive Officers for all years presented have not been reflected in the table because the amount was below the SEC’s $10,000 threshold for disclosure except for Mr. Glover, whose perquisites consisted of $14,400 in automobile allowance for 2023, 2022, and 2021.

*(7)*Mr. Steddum became Chief Financial Officer effective June 1, 2021.

*(8)*Mr. Dobbs joined TPL as Senior Vice President and General Counsel effective August 3, 2020. Mr. Dobbs became eligible for TPL’s defined benefit plan on January 1, 2022.

Grants of Plan Based Awards

The following table sets forth certain information concerning equity awards granted to our Named Executive Officers during the Last Fiscal Year:


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	Grant Date Fair Value of Stock and Option Awards ($) (3)
Name	Award Type	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (in units) (1)	Target (in units) (1)	Maximum (in units) (1)
Tyler Glover
	Bonus		$	467,500	$	935,000	$	1,870,000
	RTSR PSU	February 10, 2023							111	442	884		$	1,220,322
	FCF PSU	February 10, 2023							111	442	884		$	850,311
	RSU	February 10, 2023										884	$	1,700,622

Chris Steddum
	Bonus		$	225,000	$	450,000	$	900,000
	RTSR PSU	February 10, 2023							53	212	424		$	585,313
	FCF PSU	February 10, 2023							53	212	424		$	407,841
	RSU	February 10, 2023										423	$	813,759

Micheal W. Dobbs
	Bonus		$	157,500	$	315,000	$	630,000
	RTSR PSU	February 10, 2023							35	137	274		$	378,245
	FCF PSU	February 10, 2023							35	137	274		$	263,558
	RSU	February 10, 2023										273	$	525,192

(1) These PSUs will vest three years after grant if certain performance metrics are met. For further discussion of performance metrics, see Note 8, “Share-Based Compensation” in our consolidated financial statements included in this Annual Report on Form 10-K in Item 8. “Financial Statements and Supplementary Data.”

(2) These RSUs will vest in one-third increments over a three-year period. For further discussion, see Note 8, “Share-Based Compensation” in our consolidated financial statements included in this Annual Report on Form 10-K in Item 8. “Financial Statements and Supplementary Data.”

(3) For RSUs and FCF PSUs, grant date fair value is based upon the closing stock price on the grant date. For RTSR PSUs, grant date fair value is determined using a Monte Carlo simulation model. Grant date fair value reflected in the table is based upon target units for both FCF PSUs and RTSR PSUs.

The following table sets forth certain information concerning outstanding equity awards of our Named Executive Officers at the end of the Last Fiscal Year. All outstanding stock awards reported in this table represent restricted stock awards, restricted stock units and performance stock units that vest as described in the footnotes to the table. At the end of the Last Fiscal Year, no options or stock appreciation rights awards have been granted under TPL’s long term incentive plan.


		Outstanding Equity Awards at December 31, 2023
		Stock Awards
Name	Award Type	Number of Shares or Units of Stock that have Not Vested (#) (1)	Market Value of Shares or Units of Stock that have Not Vested ($) (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($) (4)
Tyler Glover
	RSU	1,718	$	2,701,469
	RTSR PSU				1,067 (3)	$	1,776,366
	FCF PSU				1,692 (4)	$	2,660,585

Chris Steddum
	RSU	767	$	1,206,069
	RTSR PSU				470 (3)	$	771,348
	FCF PSU				728 (4)	$	1,144,744

Micheal W. Dobbs
	RSU	485	$	762,638
	RTSR PSU				296 (3)	$	483,546
	FCF PSU				455 (4)	$	715,465

(1) Vesting of RSUs will occur as follows:


	February 10, 2024	February 11, 2024	February 10, 2025	February 11, 2025	February 10, 2026
Tyler Glover	294	416	294	418	296
Chris Steddum	141	172	141	172	141
Micheal W. Dobbs	91	105	91	107	91

(2) The market value for RSUs is calculated based upon the closing price of our Common Stock of $1,572.45 per share as of December 31, 2023.

(3) The RTSR PSUs will vest three years after grant if certain performance metrics are met. Numbers presented represent number of target units. For further discussion of performance metrics, see ”2023 Compensation Program” above. Fair value determined using a Monte Carlo simulation model updated as of December 31, 2023. The fair value as of December 31, 2023 is $1,288.47 per share for RTSR PSUs granted on February 10, 2023 and $1,930.98 per share for RTSR PSUs granted on February 11, 2022.

(4) The FCF PSUs will vest three years after grant if certain performance metrics are met. For FCF PSUs granted on February 11, 2022, numbers presented represent maximum number of units based upon probability analysis as of December 31, 2023 that the maximum level will be achieved at the end of the three year measurement period. For FCF PSUs granted on February 10, 2023, numbers presented represent target number of units based upon probability analysis as of December 31, 2023. Fair value for FCF PSUs at December 31, 2023 is based on the closing stock price of $1,572.45 per share as of December 31, 2023.

The following table presents information concerning the vesting of stock, consisting of shares of restricted stock, for our Named Executive Officers during the fiscal year ended December 31, 2023:


		Stock Awards Vested During Year Ended December 31, 2023
Name	Award Type	Number of Shares Acquired on Vesting	Value Realized on Vesting
Tyler Glover
	RSA	480	$	754,776
	RSU	416	$	800,292

Chris Steddum
	RSA	288	$	452,866
	RSU	172	$	330,890

Micheal W. Dobbs
	RSA	160	$	251,592
	RSU	105	$	201,997

Pay Ratio Disclosure

For purposes of calculating the 2023 ratio of the median annual total compensation of all employees to the total annual compensation of the Chief Executive Officer, TPL included base salary, annual bonus amounts, equity compensation, if any, and all other amounts deemed compensation in its calculation of annual total compensation. We used December 31, 2023 as the measurement date. Base salary amounts were annualized for any employee who had less than a full year of service during 2023. Total compensation for Mr. Glover, the Chief Executive Officer, was determined to be $6,108,717 and was approximately 40 times the median annual compensation of all of our employees, excluding the Chief Executive Officer, of $152,405. For purposes of this calculation, the Company had 99 employees, excluding the Chief Executive Officer.

Employment Agreements

Mr. Glover

On October 13, 2023, the Company entered into a new employment agreement with Mr. Glover, its President and Chief Executive Officer (the “Glover Agreement”). The Glover Agreement was effective as of October 13, 2023 and replaced and superseded the Company’s prior employment agreement with Mr. Glover that became effective on January 1, 2022 (“Prior Glover Agreement”) and before that, Mr. Glover’s earlier employment agreement with the Company (then the Trust) that was effective January 11, 2021 (“2021 Glover Agreement”).

The term of the Glover Agreement ends on December 31, 2026, with automatic one (1) year extensions unless notice not to renew is given at least 120 days prior to the relevant end date.

Under the Glover Agreement, Mr. Glover receives a base salary of $850,000 per annum, subject to annual review, and is eligible for an annual cash bonus (“Bonus”) of up to 110% of such base salary for achievement of specified performance targets. Mr. Glover is also eligible to receive annual long-term incentive awards under the Company’s 2021 Incentive Plan (“LTI Awards”) as determined by the Company, the target amount of which, when added to Mr. Glover’s target Bonus for the year, will be at least 300% of his base salary for the relevant year. Prior to the effective date of the Glover Agreement, in accordance with the terms of the Prior Glover Agreement and the 2021 Glover Agreement, Mr. Glover’s base salary, Bonus and LTI Award amounts were as follows:


Date	Base Salary		Bonus	LTI Awards
2021
1/1/2021 - 12/31/2021	$	850,000	300% of base salary	N/A

2022
1/1/2022 - 12/31/2022	$	850,000	100% of base salary	Total of Bonus and target LTI Awards shall be at least 300% of base salary

2023
1/1/2023 - 10/12/2023	$	850,000	100% of base salary	Total of Bonus and target LTI Awards shall be at least 300% of base salary

The Glover Agreement provides for payment of severance benefits if Mr. Glover’s employment is terminated by the Company without cause or by Mr. Glover for good reason, provided that Mr. Glover executes a general waiver and release of claims and complies with the restrictive covenants described below. The severance benefits include (i) accrued but unpaid Bonuses, (ii) LTI Award benefits to the extent provided for pursuant to the underlying award and plan documents, (iii) a pro rata Bonus for the year of termination, (iv) monthly payments for up to 18 months of COBRA premiums for continued group health, dental and vision coverage for Mr. Glover and his dependents, and (v) an amount equal to two times the greater of (A) the average of his base salary and Bonus for the preceding three years, or (B) his base salary and target Bonus for the year of termination. If Mr. Glover’s employment is terminated by the Company without cause; or by Mr. Glover for good reason within 24 months following a change in control of the Company as defined in the Glover Agreement, then, in lieu of the amount specified in clause (v), Mr. Glover will be entitled to an amount (“CIC Severance Amount”) equal to 2.99 times the greater of (a) the average of his base salary and Bonus for the three years preceding the year in which the change in control occurs, and (b) his base salary and target Bonus for the year in which the change in control occurs, and in addition to the foregoing, Mr. Glover shall also be entitled to (x) a payment equal to the value of his restrictive covenants, which payment shall offset an equal amount of the CIC Severance Amount; (y) 12 months of outplacement services paid for by the Company (not to exceed $30,000); and (z) 12 months of financial planning services paid for by the Company (not to exceed $30,000). If Mr. Glover’s employment terminates due to death or disability, he or his estate will be entitled to the benefits described in clauses (i), (ii) and (iii) above. Mr. Glover will also be entitled to payment of accrued but unpaid salary, accrued but unused vacation, unsubsidized COBRA benefits, and unreimbursed business expenses, following termination of employment for any reason.

The Glover Agreement provides that Mr. Glover is entitled to participate in all benefit plans provided to the Company’s executives of like status from time to time in accordance with the applicable plan, policy or practices of the Company. It also provides for four weeks of annual paid vacation, reimbursement of business expenses, and indemnification rights.

The Glover Agreement contains restrictive covenants prohibiting Mr. Glover from disclosing the Company’s confidential information at any time, from competing with the Company in specified counties where the Company does business during his employment, subject to certain exceptions, and for one year thereafter (or six months thereafter if he terminates his employment voluntarily without good reason), and from soliciting the Company’s clients, suppliers and business partners during his employment and for one year thereafter.

Mr. Steddum

On October 13, 2023, the Company entered into a new employment agreement with Mr. Steddum, its Chief Financial Officer (the “Steddum Agreement”). The Steddum Agreement was effective as of October 13, 2023 and replaced and superseded the Company’s prior employment agreement with Mr. Steddum that became effective on January 1, 2022 (“Prior Steddum Agreement”) and before that, Mr. Steddum’s earlier employment agreement with the Company that was effective June 1, 2021 (“Second 2021 Steddum Agreement”), and before that, Mr. Steddum’s earlier employment agreement with the Company (then the Trust) that was effective January 11, 2021 (“First 2021 Steddum Agreement”). The term of the Steddum Agreement ends on December 31, 2026, with automatic one (1) year extensions unless notice not to renew is given at least 120 days prior to the relevant end date.

Under the Steddum Agreement, Mr. Steddum receives a base salary of $500,000 per annum, subject to annual review, and is eligible for an annual cash Bonus of up to 90% of such base salary for achievement of specified performance targets. Mr. Steddum is also eligible to receive annual LTI Awards as determined by the Company, the target amount of which, when added

to Mr. Steddum’s target Bonus for the year, will be at least 225% of his base salary for the relevant year. Prior to the effective date of the Steddum Agreement, in accordance with the terms of the Prior Steddum Agreement, the First Steddum Agreement and the Second 2021 Steddum Agreements, Mr. Steddum’s base salary, Bonus and LTI Award amounts were as follows:


Date	Base Salary		Bonus	LTI Awards
2021
1/11/2021 - 5/31/2021	$	450,000	225% of base salary	N/A
6/1/2021 - 12/31/2021	$	475,000	225% of base salary	N/A

2022
1/1/2022 - 12/31/2022	$	475,000	90% of base salary	Total of Bonus and target LTI Awards shall be at least 225% of base salary

2023
1/1/2023 - 10/12/2023	$	500,000	90% of base salary	Total of Bonus and target LTI Awards shall be at least 225% of base salary

The Steddum Agreement provides for payment of severance benefits if Mr. Steddum’s employment is terminated by the Company without cause or by Mr. Steddum for good reason, provided that Mr. Steddum executes a general waiver and release of claims and complies with the restrictive covenants described below. The severance benefits include (i) accrued but unpaid Bonuses, (ii) LTI Award benefits to the extent provided for pursuant to the underlying award and plan documents, (iii) a pro rata Bonus for the year of termination, (iv) monthly payments for up to 18 months of COBRA premiums for continued group health, dental and vision coverage for Mr. Steddum and his dependents, and (v) an amount equal to two times the greater of (A) the average of his base salary and Bonus for the preceding three years, or (B) his base salary and target Bonus for the year of termination. If Mr. Steddum’s employment is terminated by the Company without cause or by Mr. Steddum for good reason within 24 months following a change in control of the Company as defined in the Steddum Agreement, then, in lieu of the amount specified in clause (v), Mr. Steddum will be entitled to an amount (“CIC Severance Amount”) equal to 2.99 times the greater of (a) the average of his base salary and Bonus for the three years preceding the year in which the change in control occurs, and (b) his base salary and target Bonus for the year in which the change in control occurs, and in addition to the foregoing, Mr. Steddum shall also be entitled to (x) a payment equal to the value of his restrictive covenants, which payment shall offset an equal amount of the CIC Severance Amount; (y) 12 months of outplacement services paid for by the Company (not to exceed $30,000); and (z) 12 months of financial planning services paid for by the Company (not to exceed $30,000). If Mr. Steddum’s employment terminates due to death or disability, he or his estate will be entitled to the benefits described in clauses (i), (ii) and (iii) above. Mr. Steddum will also be entitled to payment of accrued but unpaid salary, accrued but unused vacation, unsubsidized COBRA benefits, and unreimbursed business expenses, following termination of employment for any reason.

The Steddum Agreement provides that Mr. Steddum is entitled to participate in all benefit plans provided to the Company’s executives of like status from time to time in accordance with the applicable plan, policy or practices of the Company. It also provides for four weeks of annual paid vacation, reimbursement of business expenses, and indemnification rights.

The Steddum Agreement contains restrictive covenants prohibiting Mr. Steddum from disclosing the Company’s confidential information at any time, from competing with the Company in specified counties where the Company does business during his employment, subject to certain exceptions, and for one year thereafter (or six months thereafter if he terminates his employment voluntarily without good reason), and from soliciting the Company’s clients, suppliers and business partners during his employment and for one year thereafter.

Mr. Dobbs

On October 13, 2023, the Company entered into a new employment agreement with Mr. Dobbs, its Senior Vice President, Secretary and General Counsel (the “Dobbs Agreement”). The Dobbs Agreement was effective as of October 13, 2023 and replaced and superseded the Company’s prior employment agreement with Mr. Dobbs that became effective on January 1, 2022 (“Prior Dobbs Agreement”) and before that, Mr. Dobbs’ earlier employment agreement with the Company (then the Trust) that was effective January 11, 2021 (“2021 Dobbs Agreement”).

The term of the Dobbs Agreement ends on December 31, 2026, with automatic one (1) year extensions unless notice not to renew is given at least 120 days prior to the relevant end date.

Under the Dobbs Agreement, Mr. Dobbs receives a base salary of $420,000 per annum, subject to annual review, and is eligible for an annual cash Bonus of up to 75% of such base salary for achievement of specified performance targets. Mr. Dobbs is also eligible to receive annual LTI Awards as determined by the Company, the target amount of which, when added to Mr. Dobbs’s target Bonus for the year, will be at least 175% of his base salary for the relevant year. Prior to the effective date of the Dobbs Agreement, in accordance with the terms of the Prior Dobbs Agreement and the 2021 Dobbs Agreement, Mr. Dobbs’ base salary, Bonus and LTI Award amounts were as follows:


Date	Base Salary		Bonus	LTI Awards
2021
1/1/2021 - 12/31/2021	$	400,000	100% of base salary	N/A

2022
1/1/2022 - 12/31/2022	$	400,000	75% of base salary	Total of Bonus and target LTI Awards shall be at least 175% of base salary

2023
1/1/2023 - 10/12/2023	$	420,000	75% of base salary	Total of Bonus and target LTI Awards shall be at least 175% of base salary

The Dobbs Agreement provides for payment of severance benefits if Mr. Dobbs’s employment is terminated by the Company without cause or by Mr. Dobbs for good reason, provided that Mr. Dobbs executes a general waiver and release of claims and complies with the restrictive covenants described below. The severance benefits include (i) accrued but unpaid Bonuses, (ii) LTI Award benefits to the extent provided for pursuant to the underlying award and plan documents, (iii) a pro rata Bonus for the year of termination, (iv) monthly payments for up to 18 months of COBRA premiums for continued group health, dental and vision coverage for Mr. Dobbs and his dependents, and (v) an amount equal to two times the greater of (A) the average of his base salary and Bonus for the preceding three years, or (B) his base salary and target Bonus for the year of termination. If Mr. Dobbs’s employment is terminated by the Company without cause or by Mr. Dobbs for good reason within 24 months following a change in control of the Company as defined in the Dobbs Agreement, then, in lieu of the amount specified in clause (v), Mr. Dobbs will be entitled to an amount (“CIC Severance Amount”) equal to 2.99 times the greater of (a) the average of his base salary and Bonus for the three years preceding the year in which the change in control occurs, and (b) his base salary and target Bonus for the year in which the change in control occurs, and in addition to the foregoing, Mr. Dobbs shall also be entitled to (x) a payment equal to the value of his restrictive covenants, which payment shall offset an equal amount of the CIC Severance Amount; (y) 12 months of outplacement services paid for by the Company (not to exceed $30,000); and (z) 12 months of financial planning services paid for by the Company (not to exceed $30,000). If Mr. Dobbs’s employment terminates due to death or disability, he or his estate will be entitled to the benefits described in clauses (i), (ii) and (iii) above. Mr. Dobbs will also be entitled to payment of accrued but unpaid salary, accrued but unused vacation, unsubsidized COBRA benefits, and unreimbursed business expenses, following termination of employment for any reason.

The Dobbs Agreement provides that Mr. Dobbs is entitled to participate in all benefit plans provided to the Company’s executives of like status from time to time in accordance with the applicable plan, policy or practices of the Company. It also provides for four weeks of annual paid vacation, reimbursement of business expenses, and indemnification rights.

The Dobbs Agreement contains restrictive covenants prohibiting Mr. Dobbs from disclosing the Company’s confidential information at any time, from competing with the Company in specified counties where the Company does business during his employment, subject to certain exceptions, and for one year thereafter (or six months thereafter if he terminates his employment voluntarily without good reason), and from soliciting the Company’s clients, suppliers and business partners during his employment and for one year thereafter.

Pension Benefits


Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During Last Fiscal Year
Tyler Glover	Restated Texas Pacific Land Corporation Employees' Pension Plan	11.0	$	170,455	$	—
Chris Steddum	Restated Texas Pacific Land Corporation Employees' Pension Plan	3.5	$	68,543	$	—
Micheal W. Dobbs	Restated Texas Pacific Land Corporation Employees' Pension Plan	2.0	$	56,154	$	—

The Restated Texas Pacific Land Corporation Employees’ Pension Plan is a noncontributory defined benefit pension plan qualified under Section 401 of the Code in which the employees participate. The remuneration covered by the Plan is Salary. The Plan provides a normal retirement benefit equal to 1.5% of a participant’s average Salary for the last five years prior to retirement for each year of Credited Service under the Plan. Credited Service is earned from the participant’s date of membership in the Plan, which is generally not the participant’s date of hire by the Company. For information concerning the valuation method and material assumptions used in quantifying the present value of the Named Executive Officers’ current accrued benefits, see Note 7, “Pension and Other Postretirement Benefits” of the Notes to Financial Statements incorporated by reference in Item 8 of this Report.

As of December 31, 2023, the annual accrued normal retirement benefits are estimated to be $49,170 for Mr. Glover, $15,881 for Mr. Steddum, and $9,250 for Mr. Dobbs.

The Plan provides for early retirement after 20 years of service with the Company. Early retirement benefits are calculated in the same manner as the normal retirement benefit, but are reduced by 1/15 for each of the first five years and 1/30 for each of the next five years that benefits commence prior to normal retirement. If benefits commence more than 10 years prior to normal retirement, the early retirement benefit payable at age 55 is reduced actuarially for the period prior to age 55. None of the listed participants are currently eligible for early retirement benefits.

Directors’ Compensation

As discussed in Item 10. “Directors, Executive Officers and Corporate Governance,” our Corporate Reorganization was completed on January 11, 2021 and included a change in our governance structure to the Board from our previous structure of being governed by Trustees.

The following table sets forth information concerning compensation paid to the Board during the year ended December 31, 2023:


Name	Fees Earned or Paid in Cash (1)		Stock Awards		Total
John R. Norris III (2)	$	133,519	$	126,588	$	260,107
David E. Barry (2)	$	133,519	$	126,588	$	260,107
Rhys J. Best	$	142,808	$	126,588	$	269,396
Donald G. Cook	$	142,000	$	126,588	$	268,588
Barbara J. Duganier	$	152,000	$	126,588	$	278,588
Donna E. Epps	$	157,000	$	126,588	$	283,588
Karl F. Kurz	$	130,000	$	126,588	$	256,588
Eric L. Oliver	$	115,000	$	126,588	$	241,588
Robert Roosa (3)	$	17,808	$	18,051	$	35,859
Murray Stahl	$	115,000	$	126,588	$	241,588
Marguerite Woung-Chapman (3)	$	17,808	$	18,051	$	35,859

(1) From time to time, the Board constitutes ad hoc committees and determines whether any, and if so how much, compensation is paid for such service. Any such payments made to directors during the year ended December 31, 2023 are reflected in the “Fees Earned or Paid in Cash” column of the table above.

(2) Mr. Norris and Mr. Barry resigned from the Board effective November 10, 2023.

(3) Mr. Roosa and Ms. Woung-Chapman joined the Board effective November 10, 2023.

On an annual basis, all non-employee directors receive a base retainer of $230,000, of which $105,000 is paid in cash and $125,000 is paid in shares of Common Stock unless otherwise determined by the Company, valued at the closing price of the Common Stock on the NYSE on the date of grant of January 1 of each year, and vesting on the first anniversary of grant for grants dated prior to October 31, 2023. Commencing October 31, 2023, any shares granted to non-employee directors are immediately vested. In addition, non-employee directors receive the following amounts for additional Board and committee service: $125,000 for Board Chair, $10,000 for committee service (per committee), $10,000 for Audit Committee chair, $5,000 for Nominating and Corporate Governance Committee Chair, and $5,000 for Compensation Committee Chair. Directors serving in multiple leadership roles receive incremental compensation for each role, including that committee chairs receive both the committee service fee plus the specified amount for chairing such committee. Directors are not expected to receive additional compensation for attending regularly scheduled Board or committee meetings. For less than full years of service, the compensation paid to the non-employee directors will be prorated based on the number of days of service.

Stock Ownership Guidelines

The Company believes that it is in the best interests of our stockholders for our directors to maintain a significant ownership position in TPL to create substantial alignment with our stockholders. Therefore, we have established stock ownership guidelines applicable to our non-employee directors. The ownership guidelines require each of our non-employee directors to acquire, within five (5) years, and hold shares of Common Stock with an aggregate value of at least five (5) times the base cash retainer. Shares counting towards the guidelines include TPL shares held outright and unvested time-based restricted shares. However, non-employee directors are permitted to sell shares of Common Stock to facilitate tax obligations in connection with the vesting of restricted shares. If a non-employee director falls below the applicable multiple due solely to a decline in the value of shares of Common Stock, such non-employee director will not be required to acquire additional shares to meet the applicable multiple.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of Ms. Duganier, the chair, Gen. Cook, Mr. Kurz and Mr. Roosa. None of Ms. Duganier, Gen. Cook, Mr. Kurz and Mr. Roosa, the members of the Compensation Committee, was an officer or employee of TPL during the Last Fiscal Year or had any relationship requiring disclosure by the Company pursuant to Item 404 of Regulation S-K. There are no interlocking relationships requiring disclosure by the Company pursuant to Item 407(e)(4)(iii) of Regulation S-K.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Item 11 with management and, based on such review and discussion, recommended that it be included in this Report.

Barbara J. Duganier, Chair

Donald G. Cook

Karl F. Kurz

Robert M. Roosa

Previous: Item 10. Directors, Executive Officers and Corporate Governance. · Next: Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters.