DORCHESTER MINERALS LP
For the period ended May 15, 2024. Filed Feb 22, 2024.
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May 15, 2024 · Filed Feb 22, 2024
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Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. The following table shows the total compensation for our Named Executive Officers for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid,” or “CAP”, to our CEO (also referred to as the principal executive officer or “PEO”) and, on an average basis, our non-PEO Named Executive Officers (in each case, as determined under SEC rules), our Total Unitholder Return (“TSR”), and the TSR of our industry peer group over the same period, and our net income.(1)
| Value of Initial Fixed $100 Investment Based On: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO · Compensation Actually Paid to PEO · Average Summary Compensation Table Total for Non-PEO Named Executive Officers · Average Compensation Actually Paid to Non-PEO Named Executive Officers · Total Unitholder Return · Peer Group Total Unitholder Return · Net Income | |||||||||
| (a) | (b)(3) | (c)(4) | (d) | (e)(5) | (f)(2) | (g)(5) | (h) | (i)(6) | (j) |
| 2023 | $1,591,010 | $1,602,354 | $808,103 | $813,325 | $257 | $160 | $114,117,000 | ||
| 2022 | $115,200 | $927,277 | $115,200 | $927,277 | $853,172 | $853,172 | $216 | $154 | $130,607,000 |
| 2021 | $115,200 | - | $115,200 | - | $603,680 | 603,680 | $125 | $96 | $70,174,000 |
| 2020 | $115,200 | - | $115,200 | - | $237,000 | 237,000 | $63 | $53 | $21,867,000 |
Because we do not use any financial or non-financial performance measures to link executive compensation actually paid to company performance, we have not included a tabular list of the most important performance measures in accordance with Item 402(v)(6) of Regulation S-K.
Narrative Disclosure to Pay vs. Performance Table:
| (1) | We do not use any financial performance measures to link executive compensation actually paid to company performance. Accordingly, we have not included a Company-Selected Measure in the pay versus performance tabular disclosure below. |
| (2) | Non-PEO Named Executive Officers total in columns (f) and (g) include the total compensation for Leslie Moriyama and Casey McManemin for 2023 and 2022 and Leslie Moriyama and Bradley Ehrman for 2021 and 2020. |
| (3) | The dollar amounts reported in column (b) are the amounts of total compensation reported for William Casey McManemin who served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. |
| (4) | The dollar amounts reported in column (c) are the annual amounts of total compensation reported for Bradley J. Ehrman who has served as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. |
| (5) | The dollar amounts reported represent the amount of CAP to the applicable Named Executive Officer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, no adjustments were made to total compensation, as reported in the Summary Compensation Table, for 2020 through 2022 to determine the compensation actually paid because our Named Executive Officers were either granted common units that were fully vested as of the date of grant or, in the case of Mr. McManemin, did not receive any stock awards. However, in 2023, Mr. Ehrman and Ms. Moriyama were granted notional units that vest, subject to the NEO’s continued employment, as follows: 33.3% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date and 33.4% on the third anniversary of the grant date. Accordingly, adjustments were made to the total compensation, as reported in the Summary Compensation Table, for 2023 to determine the CAP to Mr. Ehrman and Ms. Moriyama, as detailed in the table below. |
| (6) | The industry peer group we selected is comprised of the following companies: Black Stone Minerals, L.P., Viper Energy Partners, L.P., Sitio Royalties Corp., and Kimbell Royalty Partners, L.P. |
| Year | Executive(s) | Summary Compensation Table Total($) | Subtract Stock Awards($) | Add Year-End Fair Value of Equity Awards Granted in the Year that are Outstanding and Unvested ($) | Add Amount Equal to Fair Value as of the Vesting Date for Awards Granted and Vested in Covered Fiscal Year ($) | Add Amount Equal to Change as of the End of Fiscal Year from End of Prior Fiscal Year in Fair Value of Awards Granted in any Prior Fiscal Year that are Outstanding and Unvested Equity Awards($) | Add Amount Equal to Change as of the Vesting Date from the End of Prior Fiscal Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($) | Subtract Fair Value as of the End of the Prior Year of any Equity Awards Granted in a Prior Year that Failed to Meet Vesting Conditions in the Year($) | Total Equity Award Adjustments($) | CAP($) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | PEO (2) | 1,591,010 | 880,010 | 451,349 | 440,005 | 1,602,354 | ||||
| Non-PEO NEO’s | 808,103 | 405,003 | 207,723 | 202,502 | 813,325 | |||||
| 2022 | PEO (1) | 115,200 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 115,200 |
| PEO (2) | 927,277 | 400,010 | N/A | 400,010 | N/A | N/A | N/A | 0 | 927,277 | |
| Non-PEO NEOs | 853,172 | 350,005 | N/A | 350,005 | N/A | N/A | N/A | 0 | 853,172 | |
| 2021 | PEO (1) | 115,200 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 115,200 |
| Non-PEO NEOs | 603,680 | 396,360 | N/A | 396,360 | N/A | N/A | — | 0 | 603,680 | |
| 2020 | PEO (1) | 115,200 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 115,200 |
| Non-PEO NEOs | 237,000 | N/A | N/A | N/A | N/A | N/A | N/A | 0 | 237,000 | |
| (1) | William Casey McManemin served as Chief Executive Officer of the Partnership until his resignation from such position, effective October 1, 2022. |
| (2) | Bradley J. Ehrman served as the Partnership’s Chief Operating Officer from 2015 to 2022. Mr. Ehrman currently serves as the Chief Executive Officer of the Partnership since his appointment to such position, effective October 1, 2022. |
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