Texas Pacific Land Corporation Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

							Average Summary Comp Table Total for Non- PEO NEOs						Value of Initial Fixed $100 Investment Based on:(4)									Company Selected Performance Measure(5)
Year(1)	Summary Compensation Table Total for PEO			CAP to PEO(2)			Average Summary Comp Table Total for Non- PEO NEOs			Average CAP to Non-PEO NEOs(3)			Total Shareholder Return			Total Shareholder Return Peer Group			Net Income (in thousands)			Adjusted EBITDA (in thousands)
2023		$	6,108,717		$	1,447,226		$	2,574,008		$	919,568		$	187		$	220		$	405,645		$	541,442
2022		$	6,285,419		$	12,407,635		$	2,360,296		$	4,614,097		$	277		$	212		$	446,362		$	591,814
2021		$	4,969,831		$	5,004,081		$	1,498,091		$	1,529,156		$	145		$	146		$	269,980		$	387,980
2020		$	3,006,666		$	2,982,168		$	1,506,222		$	1,484,318		$	N/A		$	N/A		$	176,049		$	239,107

(1)

For 2023 and 2022, our PEO was Tyler Glover and our non-PEO NEOs were Chris Steddum and Micheal Dobbs. For 2021, our PEO was Tyler Glover and our non-PEO NEOs were Robert Packer (who retired effective May 31, 2021), Chris Steddum and Micheal Dobbs. For 2020, our PEO was Tyler Glover and our non-PEO NEOs were Robert Packer, Chris Steddum and Micheal Dobbs.

(2)

Amounts reported in this column are based on total compensation reported for our PEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

		2023	2022	2021	2020
	Total Compensation as reported in the Summary Compensation Table (“SCT”)	$6,108,717	$6,285,419	$4,969,831	$3,006,666
Subtract	Pension values reported in SCT for covered fiscal year	(40,477)	—	(37,183)	(85,166)
Subtract	Fair value of equity awards granted during covered fiscal year	(3,771,255)	(3,766,469)	(1,500,848)	—
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year	36,158	72,506	74,886	60,668
Add	Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year	2,654,572	8,489,088	1,497,395	—
Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting	—	—	—	—
Add	Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year	34,912	23,008	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	(3,030,040)	525,773	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year	(545,362)	778,310	—	—
Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year	—	—	—	—
Equals	CAP to PEO	$1,447,226	$12,407,635	$5,004,081	$2,982,168

(3)

Amounts reported in this column are based on the average of the total compensation reported for our non-PEO NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

		2023	2022	2021	2020
	Total Compensation as reported in the SCT	$2,574,008	$2,360,296	$1,498,091	$1,506,222
Subtract	Pension values reported in SCT for covered fiscal year	(29,297)	(12,143)	(16,731)	(43,255)
Subtract	Fair value of equity awards granted during covered fiscal year	(1,486,954)	(1,255,941)	(466,903)	—

		2023	2022	2021	2020
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year	42,616	71,825	48,870	21,351
Add	Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end	1,046,443	2,830,787	465,829	—
Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting	—	—	—	—
Add	Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year	14,512	10,736	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	(1,010,650)	245,361	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year	(231,111)	363,176	—	—
Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year	—	—	—	—
Equals	Average CAP to non-PEO NEOs	$919,568	$4,614,097	$1,529,156	$1,484,318

(4)

The total shareholder return represents the cumulative total return from January 11, 2021 (the date of our Corporate Reorganization) through December 31, 2023, 2022 and 2021, respectively. The peer group used is the XOP index.

(5)

In accordance with SEC rules, the Company is required to include in the Pay Versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The Company determined Adjusted EBITDA, which is used as a basis to determine a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay Versus Performance table. We define Adjusted EBITDA as earnings before interest expense, taxes, depreciation, depletion and amortization, employee share-based compensation, severance costs and conversion costs related to our corporate reorganization.

Company Selected Measure Name

AdjustedEBITDA

Named Executive Officers, Footnote

(1)

Peer Group Issuers, Footnote

(4)

PEO Total Compensation Amount

$ 6,108,717

$ 6,285,419

$ 4,969,831

$ 3,006,666

PEO Actually Paid Compensation Amount

$ 1,447,226

12,407,635

5,004,081

2,982,168

Adjustment To PEO Compensation, Footnote

(2)

		2023	2022	2021	2020
	Total Compensation as reported in the Summary Compensation Table (“SCT”)	$6,108,717	$6,285,419	$4,969,831	$3,006,666
Subtract	Pension values reported in SCT for covered fiscal year	(40,477)	—	(37,183)	(85,166)
Subtract	Fair value of equity awards granted during covered fiscal year	(3,771,255)	(3,766,469)	(1,500,848)	—
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year	36,158	72,506	74,886	60,668
Add	Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year	2,654,572	8,489,088	1,497,395	—
Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting	—	—	—	—
Add	Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year	34,912	23,008	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	(3,030,040)	525,773	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year	(545,362)	778,310	—	—
Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year	—	—	—	—
Equals	CAP to PEO	$1,447,226	$12,407,635	$5,004,081	$2,982,168

Non-PEO NEO Average Total Compensation Amount

$ 2,574,008

2,360,296

1,498,091

1,506,222

Non-PEO NEO Average Compensation Actually Paid Amount

$ 919,568

4,614,097

1,529,156

1,484,318

Adjustment to Non-PEO NEO Compensation Footnote

		2023	2022	2021	2020
	Total Compensation as reported in the SCT	$2,574,008	$2,360,296	$1,498,091	$1,506,222
Subtract	Pension values reported in SCT for covered fiscal year	(29,297)	(12,143)	(16,731)	(43,255)
Subtract	Fair value of equity awards granted during covered fiscal year	(1,486,954)	(1,255,941)	(466,903)	—

		2023	2022	2021	2020
Add	Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year	42,616	71,825	48,870	21,351
Add	Fair value at year end of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year — valued at year-end	1,046,443	2,830,787	465,829	—
Add	Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year — valued on date of vesting	—	—	—	—
Add	Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year	14,512	10,736	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year	(1,010,650)	245,361	—	—
Add/(Subtract)	Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year	(231,111)	363,176	—	—
Subtract	Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year	—	—	—	—
Equals	Average CAP to non-PEO NEOs	$919,568	$4,614,097	$1,529,156	$1,484,318

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

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Compensation Actually Paid vs. Company Selected Measure

[MISSING IMAGE: bc_capvsadjustedebitda-4c.jpg]

Total Shareholder Return Vs Peer Group

Tabular List, Table

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our PEO and non-PEO NEOs to the Company’s performance for the most recently completed fiscal year.

•

Adjusted EBITDA (used as a component of metric for Short-Term Incentive Program)

Adjusted EBITDA Margin (used for Short-Term Incentive Program)

Free Cash Flow per Diluted Share (used for Short-Term Incentive Program)

Strategic Objectives including HSE/ESG performance and other operational metrics (used for Short-Term Incentive Program)

TSR against the XOP index (used for PSU awards)

Cumulative Free Cash Flow per Diluted Share (used for PSU awards)

Total Shareholder Return Amount

$ 187

277

145

Peer Group Total Shareholder Return Amount