Kimbell Royalty Partners, LP
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 11. Executive Compensation and Other Information
Compensation Discussion and Analysis
This compensation discussion and analysis (the “CD&A”) provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer and our two other executive officers (collectively our named executive officers or “NEOs”) during the last completed fiscal year. Our NEOs for the year ended December 31, 2025 include:
| | | |
|---|---|---|
| Name | | Principal Position |
| Robert D. Ravnaas | | Chairman and Chief Executive Officer (“CEO”) |
| R. Davis Ravnaas | | President and Chief Financial Officer (“CFO”) |
| Matthew S. Daly | | Chief Operating Officer (“COO”) |
| R. Blayne Rhynsburger | | Controller |
This discussion is intended to provide context for the tabular disclosure provided in the executive compensation tables below and to provide investors with the material information necessary to understanding our executive compensation program.
Overview of Our Executive Compensation Program
Our General Partner has sole responsibility for conducting our business and managing our operations, and its executive officers and its Board of Directors make decisions on our behalf. As is typical of publicly traded limited partnerships, we do not directly employ any of the persons responsible for managing our business. Our General Partner’s executive officers manage and operate our business as part of the services provided by Kimbell Operating to our General Partner under a management services agreement. All of our General Partner’s executive officers and other employees necessary to operate our business are employed and compensated by Kimbell Operating or an entity with which Kimbell Operating arranges for the provision of services. The compensation for all our executive officers is indirectly paid by us pursuant to the management services agreement with Kimbell Operating as described in “Item 13. Certain Relationships and Related Party Transactions, and Director Independence—Management Services Agreements.” Neither Kimbell Operating nor any affiliated entity has entered into any employment agreement with any of its executive officers.
Our General Partner’s Conflicts and Compensation Committee has adopted an annual review process for our executive compensation program. This annual review typically occurs in December of each year, and the most recent review was conducted in December 2025. This process allows us to adjust our compensation practices and targets based on prevailing market and industry conditions at the time, which aligns our compensation philosophy with our business objectives and, thereby, the interests of our executive officers with those of our unitholders.
Our Compensation Philosophy
Our compensation program is designed to reward performance and to align the interests of our executive officers with those of our unitholders. As discussed further below, we seek to tie our compensation metrics to the achievement of performance goals and the creation of unitholder value. Our long-term incentives, in the form of restricted unit awards, represent a significant portion of the total compensation paid to our executive officers. In addition, these equity awards incentivize the creation of unitholder value and encourage retention of executives and key employees through the use of multi-year vesting schedules.
Use of an Independent Compensation Advisory Firm
Our General Partner’s Conflicts and Compensation Committee has engaged Pearl Meyer LLC (“Pearl Meyer”) to review our compensation practices against the norms of its competitive markets and to evaluate and recommend appropriate changes to our compensation practices consistent with our objectives.
The Conflicts and Compensation Committee is responsible for approving the scope of work performed by Pearl Meyer and considering its independence in light of the rules of the SEC and the NYSE. Pearl Meyer provides the Conflicts and Compensation Committee with a letter confirming its independence and the Conflicts and Compensation Committee determined that Pearl Meyer was independent under the relevant rules.
Peer Group Used in Determining 2025 Compensation
Pearl Meyer was engaged to perform a formal survey to identify a peer group of upstream oil and gas companies, as well as mineral and royalty companies, of comparable size to the Partnership. This peer group, which was updated in Fall of 2024 to set compensation metrics for 2025 performance, is used by the Conflicts and Compensation Committee to provide comparative market compensation data and guideposts on the basis of which the Conflicts and Compensation Committee determines NEO compensation.
The peer group is comprised of the following thirteen companies:
| | |
|---|---|
| Black Stone Minerals, L.P. | Magnolia Oil & Gas Corporation |
| Callon Petroleum Company | Northern Oil and Gas, Inc. |
| Comstock Resources, Inc. | SM Energy Company |
| Crescent Energy Company | Sitio Royalties Corp. |
| Gulfport Energy Corporation | Talos Energy Inc. |
| HighPeak Energy, Inc. | Vital Energy Inc. |
| Mach Natural Resources LP | |
Key Components of Our 2025 Executive Compensation Program and Compensation Mix
Our executive compensation program has been customized to align with our business objectives and to align the interests of our executive officers with those of our unitholders. We annually evaluate the various components of our compensation program relative to the competitive market. Our compensation and benefit programs for 2025 consisted of the following key components, which are described in greater detail below:
| ● | Base salary; |
| ● | Long-term incentive restricted units; |
| ● | Non-equity incentive plan compensation, consisting of short-term incentive cash bonuses (“STI Bonuses”); |
| ● | Other compensation, consisting of distributions received from restricted unit awards; and |
| ● | Broad-based retirement, health and welfare benefits. |
In allocating compensation among the various components, we emphasize performance-based, at-risk compensation while also seeking to provide competitive levels of fixed compensation. Long-term incentives constitute the largest portion of total compensation and provide an important alignment to common unitholder interests. We do not target a specific percentage for each element of compensation relative to total compensation. We evaluate each element against the competitive market within the parameters of our compensation strategy. Therefore, the relative weighting of each element of our total pay mix may change over time as the competitive market moves or other market conditions that affect us change. Our resulting compensation mix reflects alignment with our compensation strategy of competitively targeting the market for all elements of compensation. Below expected performance against the goals in our short or long-term plans will generally yield below market total pay but performance above our operational and financial targets can yield pay above market median into the upper third quartile of the market.
Base Salary
Each NEO’s base salary is a fixed component of compensation based on the position, the incumbent’s experience and demonstrated level of expertise. Base pay, once set each year, does not vary depending on the level of performance achieved. As a result, our philosophy is to set base salary at a sufficient level necessary to attract and retain individuals with superior talent, expertise and experience. We review the base salaries for each NEO annually as well as at the time of any promotion or significant change in job responsibilities, and in connection with each review, we consider individual and company performance over the course of that year.
Long-Term Incentive Awards
The Conflicts and Compensation Committee makes determinations regarding long-term incentive restricted unit awards for NEOs in the first quarter of each year, subsequent to year-end results. The target awards for 2025 performance were set in December 2024, with the actual number of restricted units granted determined in February 2026, after the Conflicts and Compensation Committee reviews the Partnership’s 2025 performance. The Conflicts and Compensation Committee believes that this approach furthers its philosophy of rewarding performance by determining the number of restricted stock units only after the achievement of performance metrics is known. Mr. Rhynsburger does not participate in the executive compensation programs described in this CD&A; his compensation is determined in accordance with the
compensation programs applicable to employees generally, which did not include Partnership performance criteria, and instead is based on peer benchmarking for similar positions as well as his individual contributions and performance.
Because the determination of the number of restricted units in respect to 2025 performance is made in February 2026, after year end, pursuant to SEC reporting requirements, the value of those awards is not included in the compensation tables included herein, and will be included in the following year. For example, this year’s Summary Compensation Table reports the value of the restricted units that were granted to NEOs in February 2025 in relation to 2024 fiscal year performance.
Long-term incentive restricted unit awards are made pursuant to the Amended and Restated Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan. Additionally, each award is subject to the terms and conditions of the award agreement that we entered into with the applicable NEO. The restricted units vest in one-third installments on each of the first three anniversaries of the grant date, subject to the grantee’s continuous service through each applicable vesting date. Upon a grantee’s termination of service for any reason other than death or disability, all unvested restricted units will be immediately forfeited as of the date of termination. In the case of termination resulting from death or disability, all unvested restricted units will become fully vested as of the date of termination. Long-term incentive awards under the executive compensation program have quantitative measures directly linked to the desired financial and operational goals, as described below under “—Factors Used in Determining Incentive Compensation.” The target restricted unit awards set in December 2023 for 2024 performance were 186,000, 165,000 and 102,000 restricted units for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly, respectively. In February 2025, the Conflicts and Compensation Committee determined that, based on the achievement of performance criteria as set forth in last year’s Form 10-K, that 150.0% of the target restricted units for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly would be granted for 2024 performance, resulting in awards of 279,000, 247,500 and 153,000 restricted units, respectively. As described above, Mr. Rhynsburger’s compensation was determined based on benchmarking of similar positions, and he was granted 16,025 restricted units. Because these grants were made in 2025, they are included in the compensation tables included in this Form 10-K.
In December 2024, the Conflicts and Compensation Committee set the target restricted unit awards for 2025 performance at 186,000, 165,000 and 102,000 restricted units for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly, respectively. The Conflicts and Compensation Committee’s decisions as to the actual number of restricted units granted were made in February 2026, after the review of the achievement of compensation factors, as described below.
The Conflicts and Compensation Committee has not granted, nor does it intend to grant, equity awards in anticipation of the release of material, nonpublic information. Similarly, the Partnership has not timed, nor does it intend to time, the release of material, nonpublic information based on equity award grant dates. The Partnership has not previously granted option awards to its directors or employees.
STI Bonuses
The STI Bonuses provide our NEOs with an incentive in the form of an annual cash bonus to achieve our overall qualitative business goals. Bonuses for each of Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly are based on their achievement of the targets relating to the four factors described below and KRP’s core competency goals, which include achievement of strategic objectives, goals in compliance and ethics and teamwork within the Partnership. The prioritization of KRP’s various core competencies varies by year based in part on the previous year’s performance, and the various core competencies bear differently on the Conflicts and Compensation Committee’s determination of the NEO’s STI Bonuses depending on facts and circumstances considered, with no single factor being determinative to the overall bonus decision. In making the bonus determinations for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly, other post-performance evaluation criteria taken into account include performance in internal and public financial reporting, budgeting and forecasting processes, compliance and infrastructure and investment and cost-savings initiatives. Non-financial factors considered also included, among other items, providing strategic leadership and direction for the Partnership, including corporate governance matters, managing the strategic direction of the Partnership, increasing operational efficiency, expanding our asset base and communicating to investors and other important constituencies. The actual amounts of the annual bonus for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly are determined by the Conflicts and Compensation Committee in its sole discretion and may be higher or lower than their target amounts.
As described above, Mr. Rhynsburger’s STI Bonus was determined based on benchmarking of similar positions, and he was awarded a STI Bonus of $97,800 for the year ended December 31, 2025.
In December 2024, the Conflicts and Compensation Committee set the target STI Bonuses for 2025 performance at $677,040, $649,740 and $529,620 for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly, respectively. The Conflicts and Compensation Committee’s decisions as to the actual STI Bonuses earned for 2025 performance was made in February 2026, after the review of the achievement of compensation factors, as described below.
Factors Used for Determining Incentive Compensation and Compensation Decisions for 2024 Performance
The Conflicts and Compensation Committee approved five factors, which are described in further detail below, to be used in determining the 2023 long-term and short-term incentive awards for our NEOs, other than Mr. R. Blayne Rhynsburger. Four of the five factors are quantitative in nature and one is qualitative. The four quantitative factors consist of target objectives relating to (i) increase in barrels of oil produced (“production growth”), (ii) replacing proved developed producing reserves (“PDP reserve replacement”), (iii) controlling cash general and administrative expense per barrel of oil equivalent (“Cash G&A expense per Boe”) and (iv) unitholder return relative to select peer companies (“relative unitholder return”). The fifth and only qualitative factor is the achievement of certain core competencies, with such core competencies and the achievement thereof to be determined by the Conflicts and Compensation Committee in its discretion.
The chart below displays each compensation factor for 2025, its relative weight, the target objective and the percentage of the target STI Bonuses and target restricted units to be awarded based on the level of achievement for such related target objective.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Percentage of Target to be Awarded Based on Level of Achievement of Target Objective for 2025 | ||||||||||||
| Compensation Factor · · Weight · · Target Objective for 2025 · · Below Target Objective · · At Target Objective · · Above Target Objective | ||||||||||||
| Production growth | | 20% | | 0% - 4% Growth | | 50% | | 100% | | 150% | ||
| PDP reserve replacement | | 20% | | 95% - 100% Replacement | | 50% | | 100% | | 150% | ||
| Cash G&A expense per BOE | | 20% | | $2.55 - $2.75 | | 50% | | 100% | | 150% | ||
| Achievement of core competencies | | 20% | | Committee Discretion | | 50% | | 100% | | 150% | ||
| | | | | | | | | | | | | |
| | | | | | | Percentage of Target to be Awarded Based on Peer Ranking of TSR for Calendar Year 2025 | ||||||
| Relative unitholder return | | 20% | | Peer Ranking of TSR(1) | | 4th | | 3rd | | 2nd | | 1st |
| | | | | | | 50% | | 75% | | 150% | | 200% |
| (1) | Ranking of total shareholder return (“TSR”) for calendar year 2025 include the following companies: KRP, Black Stone Minerals, L.P., Viper Energy Partners LP and Sitio Royalties Corp. If a peer company is acquired during year, TSR will be calculated from January 1, 2025 through the day of the deal closing. |
Pearl Meyer’s analysis determined that the proposed 2025 compensation at the target levels was below the median of the peer group for Messrs. Robert D. Ravnaas and above the median for R. Davis Ravnaas and Matthew S. Daly.
The chart below displays our actual 2025 results for each compensation.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Compensation Factor | | Weight | | Target Objective for 2025 | | Actual 2025 Results for the Partnership | | Actual 2025 Results Compared to Target Objectives |
| Production growth | | 20% | | 0% - 4% Growth | | 3.3% Growth | | At Target |
| PDP reserve replacement | | 20% | | 95% - 100% Replacement | | 163% Replacement | | Above Target |
| Cash G&A expense per BOE | | 20% | | $2.55 - $2.75 | | $2.48 | | Above Target |
| Achievement of core competencies | | 20% | | Committee Discretion | | At Target | | At Target |
| Relative unitholder return | | 20% | | Peer Ranking of TSR | | 4th | | Below Target |
The 2025 STI Bonuses and restricted unit awards were calculated using the respective percentage of level of achievement of each target objective and multiplying it by the target STI Bonuses and restricted unit award. Our actual
results achieved with respect to the four quantitative compensation factors were above the target objective for two quantitative factors, at the target objective for one quantitative factor and below the target objective for the fourth quantitative factor for 2025. For the fifth and sole qualitative compensation factor, the Conflicts and Compensation Committee determined that the NEOs had met the target objective for the achievement of core competencies. As each compensation factor was equally weighted at 20% and the actual results achieved for two compensation factors were above the target objective, two compensation factors were at the target objective and one compensation factor was below the target objective, the Conflicts and Compensation Committee determined that the STI Bonuses and restricted unit awards for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly would be set at amounts equal to 110.0% of their 2025 target amounts. The chart below displays the actual 2025 STI Bonuses earned and restricted unit awards granted for 2025 performance, based on the level of achievement of each compensation factor.
| · · · · · | ||||
|---|---|---|---|---|
| Name | | Long-Term Restricted Units Awarded (1) | | STI Bonus Earned |
| Robert D. Ravnaas | | 204,600 | | $744,744 |
| R. Davis Ravnaas | | 181,500 | | $714,714 |
| Matthew S. Daly | | 112,200 | | $582,582 |
| R. Blayne Rhynsburger (2) | | 42,375 | | $97,800 |
| (1) | As described above, the restricted units were not granted until February 2026, after the Conflicts and Compensation Committee’s determination of the achievement of 2025 compensation factors. |
| (2) | As described above, Mr. Rhynsburger’s compensation for 2025 was determined pursuant to the compensation programs applicable to employees generally, and not pursuant to the compensation factors described in this CD&A. |
Health, Welfare and Additional Benefits
Our NEOs are eligible to participate in the employee benefit plans and programs that the Partnership offers to its employees, subject to the terms and eligibility requirements of those plans.
Retirement Benefits
We currently maintain a 401(k) Plan, which permits all eligible employees, including the NEOs, to make voluntary pre-tax or after-tax (Roth) contributions to the plan. In addition, we are permitted to make discretionary matching contributions under the plan. Company matching contributions vest immediately. All contributions under the plan are subject to certain annual dollar limitations, which are periodically adjusted for changes in the cost of living.
Compensation Policies and Practices as they Relate to Risk Management
Our management team and our Conflicts and Compensation Committee, with the assistance of our independent compensation consultant, each play a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices, and policies for all employees, including our NEOs. We reviewed our compensation plans and philosophy and concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse impact on our business or our financial condition. The objective of the review was to identify any compensation plans, practices or policies that may encourage employees to take unnecessary risks that could threaten our company. No such plans, practices or policies were identified.
Conflicts and Compensation Committee Report
The Conflicts and Compensation Committee has reviewed and discussed the compensation discussion and analysis included in this Annual Report on Form 10-K with management and, based on such review and discussions, the Conflicts and Compensation Committee recommended to the Board of Directors that the compensation discussion and analysis be included in this Annual Report on Form 10-K.
Respectfully submitted,
Members of the Conflicts and Compensation Committee,
Mr. William H. Adams III, as Chairman, Mr. Craig Stone, Mr. Erik B. Daugbjerg
Summary Compensation Table
The table below presents the annual compensation of our Named Executive Officers for the years ended December 31, 2025, 2024 and 2023. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · Non-Equity · · · · · · | |||||||||||||||||
| · · · · · · · Long-Term · · Incentive Plan · · Other · · · | |||||||||||||||||
| Name · · Year · · Salary · · Restricted Units (1)(2) · · Compensation (1)(3) · · Compensation (4) · · Total | |||||||||||||||||
| Robert D. Ravnaas | | 2025 | | $677,040 | | $4,433,310 | | $744,744 | | $821,015 | | $6,676,109 | |||||
| Chairman and CEO | | 2024 | | $651,000 | | $3,640,950 | | $976,500 | | $787,143 | | $6,055,593 | |||||
| | | 2023 | | $620,000 | | $3,105,828 | | $775,000 | | $739,161 | | $5,239,989 | |||||
| | | | | | | | | | | | | | | | | | |
| R. Davis Ravnaas | | 2025 | | $649,740 | | $3,932,775 | | $714,714 | | $730,300 | | $6,027,529 | |||||
| President and CFO | | 2024 | | $624,750 | | $3,229,875 | | $937,125 | | $686,188 | | $5,477,938 | |||||
| | | 2023 | | $595,000 | | $2,755,170 | | $743,750 | | $615,945 | | $4,709,865 | |||||
| | | | | | | | | | | | | | | | | | |
| Matthew S. Daly | | 2025 | | $529,620 | | $2,431,170 | | $582,582 | | $458,135 | | $4,001,507 | |||||
| COO | | 2024 | | $509,250 | | $1,996,650 | | $763,875 | | $439,448 | | $3,709,223 | |||||
| | | 2023 | | $485,000 | | $1,703,196 | | $606,250 | | $412,798 | | $3,207,244 | |||||
| | | | | | | | | | | | | | | | | | |
| R. Blayne Rhynsburger | | 2025 | | $318,240 | | $254,637 | | $97,800 | | $67,791 | | $738,468 | |||||
| Controller | | 2024 | | $306,000 | | $241,305 | | $72,800 | | $70,515 | | $690,620 | |||||
| | | 2023 | | $270,000 | | $233,909 | | $70,000 | | $67,841 | | $641,750 | |||||
| (1) | NEOs receive their long-term incentive restricted units and STI Bonus in the first quarter of the following year, subsequent to year-end results. Long-term incentive restricted units are recognized in the year in which they are awarded, whereas STI Bonuses are recognized in the year in which they are accrued for. As a result, the amounts set forth under “Long-Term Restricted Stock Units” in the table reflect the restricted units that were granted to the executive officers in 2025, the number of which represent the achievement of compensation factors for fiscal 2024. |
| (2) | Amounts reflect the grant date value as determined pursuant to FASB Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation”, without regard to potential forfeitures. Amounts for 2025, 2024 and 2023 reflect the grant date fair value of our common units, computed based on the average of the opening and closing price on the February 25, 2025 grant date at $15.89 per common unit, February 16, 2024 grant date at $15.66 per common unit and the February 21, 2023 grant date at $15.18 per common unit, respectively. |
| (3) | Our non-equity incentive plan compensation consists of the STI Bonus for each of the NEOs. |
| (4) | Amounts reflected in “Other Compensation” are presented in the table below: |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Distributions · · · · · · | |||||||||||
| · · · · on Long-Term · · 401(k) Matching · · Total Other | |||||||||||
| Name · · Year · · Restricted Units · · Contributions · · Compensation | |||||||||||
| Robert D. Ravnaas | | 2025 | | $803,515 | | $17,500 | | $821,015 | |||
| | | 2024 | | $769,893 | | $17,250 | | $787,143 | |||
| | | 2023 | | $722,661 | | $16,500 | | $739,161 | |||
| | | | | | | | | | | | |
| R. Davis Ravnaas | | 2025 | | $712,800 | | $17,500 | | $730,300 | |||
| | | 2024 | | $668,938 | | $17,250 | | $686,188 | |||
| | | 2023 | | $599,445 | | $16,500 | | $615,945 | |||
| | | | | | | | | | | | |
| Matthew S. Daly | | 2025 | | $440,635 | | $17,500 | | $458,135 | |||
| | | 2024 | | $422,198 | | $17,250 | | $439,448 | |||
| | | 2023 | | $396,298 | | $16,500 | | $412,798 | |||
| | | | | | | | | | | | |
| R. Blayne Rhynsburger | | 2025 | | $50,291 | | $17,500 | | $67,791 | |||
| | | 2024 | | $53,265 | | $17,250 | | $70,515 | |||
| | | 2023 | | $51,341 | | $16,500 | | $67,841 | |||
Grants of Plan-Based Awards
The following table provides information concerning each grant of an award made to a named executive officer for fiscal year 2025. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) · · Estimated Future Payouts Under Equity Incentive Plan Awards (2) · · · | ||||||||||||||||||||
| Name · · Grant Date · · · Minimum · · · Target · · · Maximum · · Minimum · · Target · · Maximum · · Total (3) | ||||||||||||||||||||
| Robert D. Ravnaas | | — | | $338,520 | | $677,040 | | $1,083,264 | | | | | | | | | | |||
| | | 2/25/2025 | | | | | | | | | | | 93,000 | | 186,000 | | 297,600 | | $4,433,310 | |
| | | | | | | | | | | | | | | | | | | | | |
| R. Davis Ravnaas | | — | | $324,870 | | $649,740 | | $1,039,584 | | | | | | | | | | |||
| | | 2/25/2025 | | | | | | | | | | | 82,500 | | 165,000 | | 264,000 | | $3,932,775 | |
| | | | | | | | | | | | | | | | | | | | | |
| Matthew S. Daly | | — | | $264,810 | | $529,620 | | $847,392 | | | | | | | | | | |||
| | | 2/25/2025 | | | | | | | | | | | 51,000 | | 102,000 | | 163,200 | | $2,431,170 | |
| | | | | | | | | | | | | | | | | | | | | |
| R. Blayne Rhynsburger | | — | | $97,800 | | $97,800 | | $97,800 | | | | | | | | | | |||
| | | 2/25/2025 | | | | | | | | | | | 16,025 | | 16,025 | | 16,025 | | $254,637 | |
| (1) | Amounts in these columns represent the minimum, target, and maximum possible payouts for STI Bonus. The actual value of bonuses paid to our NEOs for 2025 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. STI Bonuses were approved by the Conflicts and Compensation Committee on February 24, 2026. |
| (2) | Amounts in these columns represent the minimum, target, and maximum possible awards for long-term incentive restricted units. The actual number of restricted units granted were: 279,000, 247,500 and 153,000 for Messrs. Robert D. Ravnaas, R. Davis Ravnaas and Matthew S. Daly, respectively. |
| (3) | Amounts reflect the grant date value as determined pursuant to FASB Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation”, without regard to potential forfeitures. Amounts reflect the grant date fair value of our common units, computed based on the average of the opening and closing price on the February 25, 2025 grant date at $15.89 per common unit. These amounts are included in the “Long Term Restricted Units” column of the Summary Compensation Table above. |
Outstanding Equity Awards
The following table reflects information regarding outstanding unvested restricted units held by our NEOs as of December 31, 2025. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| · · · · · | ||||
|---|---|---|---|---|
| · · Unit Awards | ||||
| | | Number of | | Market Value of |
| | | Restricted Units that | | Restricted Units that |
| Name | | have not vested (1) | | have not vested (2) |
| Robert D. Ravnaas | | 502,197 | | $5,905,837 |
| R. Davis Ravnaas | | 445,500 | | $5,239,080 |
| Matthew S. Daly | | 275,397 | | $3,238,669 |
| R. Blayne Rhynsburger | | 31,432 | | $369,640 |
| (1) | The NEO’s outstanding restricted units will generally vest in accordance with the schedule set forth above under “Long-Term Incentive Awards” so long as the NEO remains employed by the Partnership or one of its affiliates through such dates. |
| (2) | Reflects the market value of our common units computed based on the closing price, $11.76, of our common units on December 31, 2025. |
Units Vested
The following table provides information related to the vesting of restricted units held by a named executive officer during fiscal year ended 2025. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Name · · Date Vested · · Number of UnitsAcquired on Vesting · · Value of Unit Realized on Vesting · · Total | |||||||||
| Robert D. Ravnaas | | 3/3/2025 | | 71,041 | | 15.32 | | $1,088,348 | |
| | | 3/3/2025 | | 68,199 | | 15.32 | | $1,044,809 | |
| | | 3/4/2025 | | 77,502 | | 14.42 | | $1,117,579 | |
| | | | | | | | | | |
| R. Davis Ravnaas | | 3/3/2025 | | 55,000 | | 15.32 | | $842,600 | |
| | | 3/3/2025 | | 60,500 | | 15.32 | | $926,860 | |
| | | 3/4/2025 | | 68,750 | | 14.42 | | $991,375 | |
| | | | | | | | | | |
| Matthew S. Daly | | 3/3/2025 | | 38,958 | | 15.32 | | $596,837 | |
| | | 3/3/2025 | | 37,399 | | 15.32 | | $572,953 | |
| | | 3/4/2025 | | 42,502 | | 14.42 | | $612,879 | |
| | | | | | | | | | |
| R. Blayne Rhynsburger | | 3/3/2025 | | 4,756 | | 15.32 | | $72,862 | |
| | | 3/3/2025 | | 5,137 | | 15.32 | | $78,699 | |
| | | 3/4/2025 | | 5,137 | | 14.42 | | $74,076 | |
| (1) | Value calculated based on the closing price on the NYSE of our common units on the day prior to the vesting date. |
Potential Payments upon Termination or Change in Control
Our NEOs are not party to employment or severance agreements or programs that would provide for payments in the event of a termination of employment or change in control. The terms of the restricted unit awards do, however, have accelerated vesting provisions in certain circumstances. Upon a NEO’s termination of service for any reason other than death or disability, all unvested restricted units will be immediately forfeited as of the date of termination. In the case of termination resulting from death or disability, all unvested restricted units will become fully vested as of the date of termination. Upon a change of control, any unvested restricted units will be vested as of the date of such change in control.
The following table presents payments that would occur in the event of death or disability, or change in control, as applicable, as of the last business day of 2025. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| · · · · · | ||||
|---|---|---|---|---|
| · · Unit Awards | ||||
| | | Number of | | Market Value of |
| | | Restricted Units Vested | | Restricted Units Vested |
| Name | | Upon Qualifying Event | | Upon Qualifying Event |
| Robert D. Ravnaas | | 502,197 | | $5,905,837 |
| R. Davis Ravnaas | | 445,500 | | $5,239,080 |
| Matthew S. Daly | | 275,397 | | $3,238,669 |
| R. Blayne Rhynsburger | | 31,432 | | $369,640 |
Director Compensation
Officers or employees of the Partnership who also serve as directors of our General Partner will not receive additional compensation for such service. Each director of our General Partner who is not employed by Kimbell Operating or engaged by Kimbell Operating through a management services agreement (a “non-employee director”) receives the following cash compensation:
| ● | (i) for a non-independent director, an annual base retainer fee of $87,318 per year or (ii) for an independent director, an annual base retainer fee of $115,977 per year, |
| ● | an additional retainer of $15,000 per year for an independent director who serves as a member of the Audit Committee or the Conflicts and Compensation Committee, and |
| ● | all retainers are paid in cash on a quarterly basis in arrears. Our non-employee directors do not receive any meeting fees, but each director is reimbursed for travel and miscellaneous expenses to attend meetings and activities of the Board of Directors or its committees. |
In addition to cash compensation, our non-employee directors receive annual equity-based compensation under the LTIP. Our non-employee directors were granted awards under the LTIP on February 25, 2025 consisting of 82,965 restricted units and 119,922 restricted units on each February 19, 2024 and February 21, 2023.
The following table provides information concerning the compensation of our directors who are not NEOs for the year ended December 31, 2025. Our NEOs do not hold any equity options, so that portion of the table is omitted below.
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · All Other · · · | ||||||||
| Name | | Fees Earned | | Unit Awards (5) | | Compensation | | Total |
| William H. Adams III (1) | | $130,977 | | $179,335 | | $— | | $310,312 |
| Erik Daugbjerg (1) | | $130,977 | | $179,335 | | $— | | $310,312 |
| T. Scott Martin (2) | | $87,318 | | $132,141 | | $— | | $219,459 |
| Craig Stone (1) | | $130,977 | | $179,335 | | $— | | $310,312 |
| Brett G. Taylor (3) | | $— | | $3,081,135 | | $619,164 | | $3,700,299 |
| Mitch S. Wynne (4) | | $— | | $648,169 | | $120,000 | | $768,169 |
| (1) | Mr. Adams’, Mr. Daugbjerg’s and Mr. Stone’s Fees Earned include the annual cash retainer fee and committee member fees for each non-employee director, as more fully explained above. Mr. Adams, Mr. Daugbjerg and Mr. Stone each have 21,543 unvested restricted units outstanding as of December 31, 2025. |
| (2) | Mr. Martin’s Fees Earned includes the annual cash retainer fee for each non-employee director, as more fully explained above. Mr. Martin has 15,873 unvested restricted units outstanding as of December 31, 2025. |
| (3) | Mr. Taylor’s All Other Compensation consists of his salary and bonus earned as an employee of Kimbell Operating. Mr. Taylor has 349,024 unvested restricted units outstanding as of December 31, 2025. |
| (4) | Mr. Wynne’s All Other Compensation consists of payments made to K3 Royalties, LLC (“K3 Royalties”) as described in “Item 13. Certain Relationships and Related Party Transactions, and Director Independence—Management Services Agreements.” Mr. Wynne has 81,582 unvested restricted units outstanding as of December 31, 2025. |
| (5) | Amounts reflect the grant date value as determined pursuant to FASB ASC Topic 718, “Compensation – Stock Compensation”, without regard to potential forfeitures. The grant date fair value of our common units is computed based on the average of the opening and closing price on the February 25, 2025 grant date at $15.89 per common unit. |
Compensation Committee Interlocks and Insider Participation
The Conflicts and Compensation Committee includes the following members: Mr. William H. Adams III, as Chairman, Mr. Craig Stone and Mr. Erik B. Daugbjerg.
None of our officers or employees has been or will be members of the Conflicts and Compensation Committee. None of our executive officers currently serve, or has served during the last year, on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Conflicts and Compensation Committee. No member of our Board of Directors is an executive officer of a company in which one of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of that company.
Pay Ratio
Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio and supporting information comparing the median of the annual total compensation of our employees (including full-time, part-time, seasonal and temporary employees) other than Mr. Robert D. Ravnaas, our Chief Executive Officer, and the annual total compensation of our Chief Executive Officer. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. For the year ended December 31, 2025, our last completed fiscal year:
| ● | The median of the annual total compensation of all of our employees, other than our Chief Executive Officer, is $434,699 |
| ● | The annual total compensation of our Chief Executive Officer is $6,676,109. |
| ● | The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is 15 to 1. |
To identify the median employee for 2025 (the “2025 Median Employee”), we reviewed our employee population as of December 31, 2025. For 2025, we used wages reported in Box 1 of IRS Form W-2 during the 12-month period ending on December 31, 2025, as a consistently applied compensation measure. We did not annualize the wages for new employees or employees on unpaid leave of absence who were employed for less than the full fiscal year, or make cost of living adjustments. Based on this methodology, we identified an employee whose compensation was at the median of the employee data.
Once we identified the 2025 Median Employee, we calculated the annual total compensation using the rules applicable to the Summary Compensation Table. With respect to the annual total compensation of our Chief Executive Officer we used the amount reported in the “Total” column for 2025 in the Summary Compensation Table above.
The pay ratio rules provide companies with flexibility to select the methodology and assumptions used to identify the median employee, calculate the median employee’s compensation and estimate the pay ratio. As a result, our methodology may differ from those used by other companies, including those within our industry, and may not be comparable to pay ratios reported by other companies.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.