UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.   )

Filed by the Registrant ☒              Filed by a Party other than the Registrant ☐

☐    Preliminary Proxy Statement

☐     Confidential, for Use of the Commission Only (as permitted by Rule 14a -6(e)(2) )

☒    Definitive Proxy Statement

☐    Definitive Additional Materials

☐    Soliciting Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒      No fee required.

☐      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

☐      Fee paid previously with preliminary materials.

☐      Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Black Stone Minerals, L.P.
1001 Fannin Street
Suite 2020
Houston, Texas 77002

April 29, 2020

NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS TO BE HELD ON JUNE 18, 2020

Dear Unitholders of Black Stone Minerals, L.P.:

Notice is hereby given that the 2020 annual meeting of limited partners (the “Annual Meeting”) of Black Stone Minerals, L.P. (the “Partnership”) will be held on June 18, 2020 at 12:00 p.m., Central T i me, via live webcast, for the following purposes:

1.      to elect directors to the Board of Directors (the “ Board ” ) of Black Stone Minerals GP, L.L.C., the general partner of the Partnership (the “ General Partner ” ), each to serve until the 2021 annual meeting of limited partners and thereafter until such director ’ s successor shall have been duly elected and qualified, or until such director ’ s earlier death, resignation, or removal;

2.      to ratify the appointment of Ernst & Young LLP ( “ Ernst & Young ” ) as the Partnership ’ s independent registered public accounting firm for the year ending December 31, 2020;

3.      to approve, on a non-binding advisory basis, the compensation of the General Partner ’ s named executive officers for the year ended December 31, 2019; and

4.      to transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.

Due to the ongoing public health impact of the coronavirus outbreak ( COVID -19) and to support the health and well-being of our unitholders , this year’s Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting via the internet at https://web.lumiagm.com/255252993 . Because the Annual Meeting is completely virtual and being conducted via the Internet, unitholders will not be able to attend the meeting in person.

The Board of the General Partner has fixed the close of business on April 20, 2020 as the record date for the Annual Meeting. Holders of record of the Partnership ’ s common units and preferred units as of the close of business on such date are entitled to notice of, and to vote at, the Annual Meeting.

Pursuant to the rules adopted by the Securities and Exchange Commission, the Partnership is providing access to its proxy materials primarily via the Internet, rather than mailing paper copies of these materials to each unitholder. On or about April 29, 2020, the Partnership began mailing a Notice of Internet Availability of Proxy Materials to its unitholders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote during the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials.

If your units are held in street name, you will receive instructions from the holder of record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.

The Partnership urges you to review the proxy materials carefully and to submit your proxy or voting instructions as soon as possible so that your units will be represented at the Annual Meeting.

By Order of the Board of the General Partner,

/s/ Steve Putman                                                

Steve Putman

Senior Vice President, General Counsel, and

Secretary of Black Stone Minerals GP, L.L.C.

Black Stone Minerals, L.P.
1001 Fannin Street
Suite 2020
Houston, Texas 77002

PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 18, 2020 ​​

Black Stone Minerals, L.P.
1001 Fannin Street
Suite 2020
Houston, Texas 77002

PROXY STATEMENT
FOR
ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON JUNE 18, 2020

Unless the context clearly indicates otherwise, references in this Proxy Statement to “ BSMC ” or “ our predecessor, ” refer to Black Stone Minerals Company, L.P. and its subsidiaries for time periods prior to the initial public offering of Black Stone Minerals, L.P. on May 6, 2015 (the “ IPO ” ), and references to “ we, ” “ our, ” “ us, ” “ the Partnership, ” or like terms refer to Black Stone Minerals, L.P. and its subsidiaries for time periods subsequent to the IPO.

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Black Stone Minerals GP, L.L.C., our general partner (the “General Partner”), for use at our 2020 annual meeting of limited partners (the “Annual Meeting”) to be held on June 18, 2020, at 12:00 p.m. Central Time, and at any adjournment or postponement thereof. We will hold the Annual Meeting virtually via live webcast on the Internet at https://web.lumiagm.com/255252993 . On or about April 29, 2020, we began mailing a Notice of Internet Availability of Proxy Materials to our unitholders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote during the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials.

If your units are held in street name, you will receive instructions from the holder of record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.

The purpose of the Annual Meeting is for our unitholders to consider and act upon the proposals described in this Proxy Statement and upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof. In addition, management will report on our performance and respond to questions from unitholders.

At the Annual Meeting, unitholders will be asked to consider and vote upon the following proposals:

1.      Proposal 1: to elect directors to the Board of the General Partner, each to serve until the 2021 annual meeting of limited partners (the “ 2021 Annual Meeting ” ) and thereafter until such director ’ s successor shall have been duly elected and qualified, or until such director ’ s earlier death, resignation, or removal;

2.      Proposal 2 : to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2020; and

3.     Proposal 3 : to approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2019.

In addition, any other matters that properly come before the Annual Meeting or any adjournments or postponements thereof will be considered. Management is not presently aware of any other business to properly come before the Annual Meeting.

The Board recommends that you vote “ FOR ALL ” the director nominees to the Board of the General Partner set forth in this Proxy Statement (Proposal 1), “ FOR ” the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2020 (Proposal 2), and “ FOR ” the approval, on a non-binding advisory basis, of the compensation of our named executive officers for the year ended December 31, 2019 (Proposal 3).

Pursuant to the First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, as amended (the “ Partnership Agreement ” ), only holders of common units and preferred units on the Record Date (as defined below) are entitled to notice of, and to vote at, the Annual Meeting. Such unitholders will vote together as a single class. Holders of common units are entitled to one vote per unit at the Annual Meeting, and holders of preferred units are entitled to vote their preferred units on an “ as-converted basis. ”

If any person or group (other than the limited partners of BSMC prior to the IPO; their transferees; persons who acquired their units with the prior approval of the Board of the General Partner; holders of Series B preferred units in connection with any vote, consent, or approval of the Series B preferred units as a separate class; and persons who own 15% or more of any class as a result of any redemption or purchase of any other person ’ s units or similar action by us or any conversion of the Series B preferred units at our option) beneficially owns 15% or more of any class of common units or preferred units as of the Record Date, that person or group will not be entitled to notice of, and to vote at, the Annual Meeting.

In addition, solely with respect to the election of directors, the Partnership Agreement provides that we and the General Partner are not entitled to vote our units, if any, and such units will not be counted when calculating the required votes for the election of directors and will not be deemed outstanding for purposes of determining a quorum for the Annual Meeting. These units will not be treated as a separate class of partnership securities for purposes of the Partnership Agreement.

The Board has fixed the close of business on April 20, 2020 as the record date (the “ Record Date ” ) for the determination of unitholders entitled to notice of, and to vote at, the Annual Meeting. As of close of business on the Record Date, there were, outstanding and entitled to vote, 206,709,448 common units held by 477 holders of record and 14,711,219 Series B preferred units held by 1 holder of record (representing 14,711,219 common units on an as-converted basis). In the aggregate, as of the Record Date, there were outstanding and entitled to vote 221,420,667 units.

A list of holders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at 1001 Fannin Street, Suite 2020, Houston, Texas, 77002 from April 29, 2020 to the date of our virtual Annual Meeting. A copy of this list will be provided to you at no charge upon written request to Investor Relations at Black Stone Minerals, L.P. at the above listed address. The list will also be available for inspection by any unitholder in attendance at the Annual Meeting.

Units held in a nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

Registered Holders

If, on the Record Date, you hold units that are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a registered holder with respect to those units

and entitled to notice of and to vote at the Annual Meeting. On or about April 29, 2020, we began mailing a Notice of Internet Availability of Proxy Materials to our registered holders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote during the Annual Meeting. As a registered holder of record, you may vote your units by one of the following methods:

• By Internet . You may submit a proxy electronically via the Internet by following the on-screen instructions at www.voteproxy.com . Please have your Notice of Internet Availability of Proxy Materials, which includes your personal control number, in hand when you log onto the website. Internet voting facilities will close and no longer be available on the date and time specified on the Notice of Internet Availability of Proxy Materials.
• By Telephone . You may view the proxy materials and obtain the toll-free number to call at www.voteproxy.com . Telephone voting facilities will close and no longer be available on the date and time specified on the Notice of Internet Availability of Proxy Materials.
• By Mail . If you request paper copies of the proxy materials, you may submit a proxy by signing, dating, and returning the proxy card in the pre-addressed envelope. If you wish to cumulate your votes, you must vote by using the proxy card rather than voting by telephone or the Internet.
• During the Annual Meeting. You may vote your units during the Annual Meeting , v irtually via the Internet. Please read “ — Attending the Annual Meeting.”

If you submit an executed proxy but do not give voting instructions as to how your units should be voted on a particular proposal at the Annual Meeting, your units will be voted in accordance with the recommendation of the Board as stated in this Proxy Statement. If you are a registered holder and you do not submit a proxy or vote virtually during the Annual Meeting , your units will not be voted on the proposals or counted for the purpose of establishing a quorum at the Annual Meeting.

If you receive more than one Notice of Internet Availability of Proxy Materials, it is because your units are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice of Internet Availability of Proxy Materials received to ensure that all your units are voted.

Beneficial Owners

If you hold units in an account with a brokerage firm, bank, or other nominee, then you are a beneficial owner with respect to these units and hold such units in “ street name. ” If you are a beneficial owner of units on the Record Date, the brokerage firm, bank, or other nominee (the “ intermediary ” ) will provide instructions detailing how to direct the voting of your units through the intermediary. The intermediary that holds your units is considered the holder of record for purposes of voting at the Annual Meeting. Internet and/or telephone voting is also generally offered to unitholders holding units in street name, but you must follow the instructions provided by the intermediary.

As a beneficial owner, you are also invited to attend the Annual Meeting virtually . However, since you are not the holder of record, you may not vote your units during the Annual Meeting unless you follow your intermediary’s procedures for obtaining a legal proxy.

After obtaining a valid legal proxy from your intermediary , to then register to vote at the Annual Meeting virtually , you must submit proof of your legal proxy reflecting the number of your units along with your name and email address to American Stock Transfer & Trust Company, LLC (“AST”) . Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730.  Written requests can be mailed to:

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15 th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 4 , 2020.

You will receive a confirmation of your registration and 11-digit voter control number by email issued by AST after we receive your registration materials. You may attend the Annual Meeting virtually and vote your units at https://web.lumiagm.com/255252993 during the meeting. The password for the meeting is “ bsmvirt20 ” . Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time so that you have sufficient time to check in. Please read “ — Attending the Annual Meeting . ”

If you do not vote your units during the Annual Meeting or instruct the intermediary how to vote your units, the intermediary may vote your units as they decide for each matter for which they have discretionary authority under New York Stock Exchange ( “ NYSE ” ) rules. The election of directors (Proposal 1) and approval of the compensation of our named executive officers (Proposal 3) are non-discretionary matters, meaning that intermediaries do not have discretionary authority to vote unless they receive timely instruction from you. As such, for Proposals 1 and 3 to be voted on at the Annual Meeting, you must provide timely instructions on how the intermediary should vote your units. When an intermediary does not have discretion to vote on a particular matter, you have not given timely instructions on how the intermediary should vote your units, and the intermediary indicates it does not have authority to vote such units on its proxy, a “ broker non-vote ” results. Although any broker non-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters, and, as such, broker non-votes will not be counted as a vote “ FOR ” or “ AGAINST ” Proposals 1 and 3.

The ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2020 (Proposal 2) is a discretionary matter on which intermediaries may vote in the absence of timely instructions from you.

Attending the Annual Meeting

Only unitholders of record or their legal proxy holders as of the Record Date may attend the Annual Meeting. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the Annual Meeting , vote and submit your questions during the meeting by visiting https://web.lumiagm.com/255252993 . In order to vote or submit a question during the Annual Meeting, you will need an 11-digit voter control number included on your Notice of Internet Availability of Proxy Materials or proxy card , or provided by AST if you are a beneficial owner with the password of “ bsmvirt20 ” . If you do not have an 11-digit voter control number issued by AST, you will be able to listen to the meeting only by registering as a guest. You will not be able to vote or submit your questions during the meeting.  

The Annual Meeting will be held at 12:00 p.m., Central Time .

Revoking Your Proxy

If you are a registered holder, you may change your vote or revoke your proxy at any time before the units are voted at the Annual Meeting by:

• timely delivering a valid, later-dated, executed proxy card;
• timely submitting a proxy with new voting instructions through the Internet or by telephone prior to the time the Internet and telephone voting facilities are closed and no longer available (the date and time of which is specified on the Notice of Internet Availability of Proxy Materials);
• attending and voting, virtually via the Internet (attending the meeting without voting will not revoke any previously submitted proxy) ;
• or filing a written notice of revocation on or before the date of the Annual Meeting with the General Counsel of Black Stone Minerals, L.P. at 1001 Fannin Street, Suite 2020, Houston, Texas, 77002.

If you are a beneficial owner and you submit voting instructions to your intermediary, you may change your vote by submitting new voting instructions in accordance with such intermediary ’ s procedures.

Quorum

The holders of a majority of the common units and preferred units (on an as-converted basis), in the aggregate, represented by virtual attendance or by proxy shall constitute a quorum at the Annual Meeting, unless any such action requires approval by holders of a greater percentage of the units, in which case the quorum shall be the greater percentage. Proxies received but marked as abstentions and broker non-votes will be included in the number of units considered to be present at the Annual Meeting for purposes of establishing a quorum. The unitholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough unitholders to leave less than a quorum. In the absence of a quorum, the Annual Meeting may be adjourned from time to time until a quorum is obtained, but no other business may be transacted, except as otherwise provided in the Partnership Agreement.

Required Votes 

Election of Directors (Proposal 1)

Pursuant to the Partnership Agreement, the directors of the Board of the General Partner are elected by a plurality of the votes cast by the unitholders entitled to vote at the Annual Meeting. Each unitholder entitled to vote at the Annual Meeting is entitled to cumulate his or her votes in the election of directors and give one candidate, or divide among any number of candidates, a number of votes equal to the product of (x) the number of common units and preferred units (on an as-converted basis) held by the unitholder, multiplied by (y) the number of directors to be elected at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of establishing quorum but otherwise will have no effect on the election of directors. In addition, as described below under “ Majority Voting Policy, ” each of the incumbent director nominees is required to tender his or her resignation as a director if he or she fails to receive at least a majority vote election to the Board of the General Partner.

Ratification of our Independent Registered Public Accounting Firm (Proposal 2)

Pursuant to the Partnership Agreement, the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2020 requires approval by a majority of the votes cast by the unitholders entitled to vote at the Annual Meeting. Abstentions will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. Because intermediaries will have discretion to vote units without the direction of their clients with respect to this proposal, there will not be any broker non-votes with respect to this proposal.

Approval of the Compensation of our Named Executive Officers (Proposal 3)

Pursuant to the Partnership Agreement, the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2019 requires approval by a majority of the votes cast by the unitholders entitled to vote at the virtual Annual Meeting. Abstentions and broker non-votes will be counted for purposes of establishing quorum but otherwise will have no effect on this proposal. While this vote does not bind the Board to any particular action, the Board values the input of the limited partners and will take into account the outcome of this vote in considering future compensation arrangements.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“ CD&A ”) describes the rationale and policies with regard to the compensation of our named executive officers (“Named Executive Officers” or “ NEOs ”) for our fiscal year ending December   31, 2019 (the “2019 Fiscal Year”). Our Named Executive Officers for the 2019 Fiscal Year include:

*        On February 24, 2020, Messrs. Dorn and Morris stepped down from their positions as Senior Vice President, Business Development and Senior Vice President, Engineering and Geology, respectively.

This CD&A 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. Although this CD&A focuses on the Company’s executive compensation program during the last fiscal year, it also describes compensation actions taken before or after the 2019 fiscal year to the extent such discussion enhances the understanding of the Company’s executive compensation disclosure.

EXECUTIVE SUMMARY

Overview of Our Executive Compensation Program

We use traditional compensation elements of base salary, annual and long-term incentives, and employee benefits to deliver an attractive and competitive compensation program. We benchmark both compensation and Partnership performance in evaluating the appropriateness of pay. All executive pay programs are administered by an independent Compensation Committee, with the assistance of an independent compensation consultant. The Compensation Committee engages in an annual review of the Partnership’s compensation program, which allows us to adjust our position based on market conditions and our business strategy to provide continual alignment between our compensation philosophy and corporate objectives. Highlights of our executive compensation program include the following:

In 2019, we approached our targets for Adjusted EBITDAX and proved reserves per unit, while we exceeded our targets for production per unit. The chart above demonstrates the directional relationship between our Partnership performance and our incentive arrangements.

Last year, our limited partners overwhelmingly approved, on an advisory basis, the compensation programs for our NEOs . Advisory votes in favor of these programs were cast by over 99% of the votes cast by unitholders at the 2019 Annual Meeting. Our unitholders also voted in favor of advisory “Say-on-Pay” votes on an annual basis, which was the frequency recommended by the Board. We hold “Say-on-Pay” votes on an annual basis, as we believe that annual “Say-on-Pay” votes provide the Partnership with more direct and immediate feedback on our compensation disclosures and enables the Board and the Compensation Committee to determine current limited partner sentiment. The Board and the Compensation Committee took the results of the “Say-on-Pay” vote into account when evaluating the compensation program for our Named Executive Officers in 2019. Based in part on the level of support from our limited partners, the Compensation Committee elected not to make any material changes to the compensation programs for our Named Executive Officers during 2019. We appreciate our limited partners’ continuing annual feedback regarding our NEO pay practices. As discussed in more detail in Proposal 3 below, the Board has recommended that unitholders vote, on a non-binding advisory basis, to approve the 2019 executive compensation program as described below.

Key Components of our Compensation Program and Compensation Mix

Our executive compensation program is a traditional structure that has been customized to align with the Partnership’s business and organizational objectives. We annually evaluate the various components of our compensation program relative to the competitive market. Our compensation and benefit programs for the 2019 Fiscal Year consisted of the following key components, which are described in greater detail below:

• Base salary;
• Short-term incentive bonuses;
• Long-term incentive awards;
• Severance arrangements; and
• Broad-based retirement, health, and welfare benefits.

In allocating compensation among the various components, we emphasize performance-based, at-risk compensation while also providing competitive levels of fixed compensation. Long-term incentives constitute the largest portion of total compensation and provide an important connection 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 change.

The charts below show the target compensation mix for Mr.   Carter, our Chief Executive Officer, and the average target compensation mix of the other NEOs for the 2019 Fiscal Year.

In the first quarter of 2020, the Board approved broad workforce reductions and lower compensation levels for our Named Executive Officers, as well as reduced compensation for non-employee members of the Board, in response to the current industry and capital markets environment.  In light of this initiative to reduce general and administrative expenses and the constrained acquisition environment, two of our Named Executive Officers, Messrs. Dorn and Morris, stepped down from their positions on February 24, 2020.  Consistent with these initiatives, the Compensation Committee approved compensation reductions , applied to one or more elements of compensation, for each of the remaining Named Executive Officers , result ing in overall reductions to the total compensation opportunity provided for each of these Named Executive Officers for 2020 .   Similarly, the Compensation Committee reduced by 15% the annual retainer and annual equity award amounts for non-employee directors for 2020.

In February 20 20 , the Compensation Committee approved annual grants of equity and incentive compensation, pursuant to which the Named Executive Officers received ( i ) performance units , which are subject to achievement of performance objectives over a performance period beginning January   1, 2020 and ending December   31, 2022, (ii) restricted units , which vest ratably over three years, and (iii)   a short-term cash incentive bonus , which is subject to the achievement of performance objectives over a performance period beginning January   1, 2020 and ending December   31, 2020 and will settle in cash following the performance period.

We design our executive compensation program to support our strategic goal of paying for performance and to motivate and reward executives for both short-term and long-term performance. The Partnership’s executive compensation program is structured to focus on the following key objectives:

The Compensation Committee utilizes a comparative group of industry companies (the “Peer Group”) to evaluate the competitiveness of our executive compensation program. The Peer Group represents organizations of comparable size and complexity of operations. Further, the Peer Group represents those organizations with which we compete for talent. The Compensation Committee reviews the Peer Group annually to ensure continued appropriateness for benchmarking purposes. For the 2019 Fiscal Year, the Peer Group consisted of companies selected for comparative size, complexity, revenue, EBITDA, and market capitalization.

The Compensation Committee assesses our compensation elements using compiled Peer Group data and national compensation survey data to establish market consensus information (“Competitive Market Data”). The Peer Group used for 2019 compensation benchmarking consisted of the following companies:

Adjustments are made to our peer group throughout the year in order to reflect certain transactional activities of our peers, such as being merged out of existence or filing for bankruptcy.

Our executive compensation program is overseen by the Compensation Committee. The Board discusses compensation issues during full board meetings, but the Compensation Committee has ultimate responsibility for making decisions relating to the compensation of our NEOs . Our Compensation Committee comprises four members of the Board, with Alexander D. Stuart serving as the chair and William G. Bardel , Michael C. Linn, and John H. Longmaid serving as members. All members of the Compensation Committee meet the independence standards established by the NYSE. The Compensation Committee Charter provides the Compensation Committee with authority to ( i )   review, evaluate, and determine the compensation of the CEO annually, (ii)   evaluate, revise, and approve the compensation of other executive officers, (iii)   review and approve employment agreements and severance arrangements for the executive officers, (iv)   review, approve, and administer incentive compensation and equity based compensation plans and arrangements, (v)   review and approve all employee benefit plans for the Partnership, (vi)   evaluate the Partnership’s incentive compensation arrangements for risk-management purposes, and (vii)   review director compensation and recommend any changes to the Board. Although the above authority has been delegated to the Compensation Committee pursuant to the Compensation Committee Charter, the Board retains full responsibility with respect to continuing oversight of the Compensation Committee and its actions. For more detailed information regarding the Compensation Committee, the current Compensation Committee Charter is posted under the “Corporate Governance” subsection of the “Investors” section of our website at www.blackstoneminerals.com .

Our Chief Executive Officer reviews compensation for all our NEOs other than himself and makes compensation recommendations to the Compensation Committee. The Compensation Committee also receives information and advice from its independent compensation consultant as well as from our human resources department and management to assist in compensation determinations. The Compensation Committee typically reviews the components of our executive officer compensation program on an annual basis and approves adjustments as it deems appropriate. The Compensation Committee then evaluates the Chief Executive Officer’s recommendations and conducts its own independent review and evaluation of the Chief Executive Officer’s compensation and makes a final determination with respect to compensation for all NEOs based on several factors, including individual performance, business results, and Competitive Market Data. The Compensation Committee makes all final compensation decisions for our NEOs by exercising its discretion in accepting, modifying, or rejecting any management recommendations.

The Compensation Committee generally approves any changes to base salary levels, bonus opportunities, and other annual compensation components on or before February   28 of each fiscal year, with such changes traditionally becoming effective as of January   1 of such fiscal year.

Role of the Independent Compensation Consultant

The Compensation Committee has engaged FW Cook to serve as its independent compensation consultant. The independent compensation consultant reports to and acts at the direction of the Compensation Committee. FW Cook provides no services for management or the Compensation Committee that are unrelated to the duties and responsibilities of the Compensation Committee. At the request of the Compensation Committee, FW Cook has undertaken comprehensive market reviews annually, which have been utilized by the Compensation Committee when making its recommendations for the Partnership’s compensation programs. The Compensation Committee annually reviews FW Cook’s independence under NYSE rules and has determined that FW Cook is independent.

Role of the Executive Officers

Executive compensation decisions are typically made on an annual basis by the Compensation Committee. Our Chief Executive Officer, President, General Counsel, and occasionally other executive officers attend Compensation Committee meetings and assist in the process and provide input regarding the compensation of the NEOs , other than themselves. During executive sessions of the Compensation Committee, the Chief Executive Officer, President, General Counsel, and any other executive officers, as well as FW Cook, are excused. Although the Compensation Committee considers the input from the Chief Executive Officer , President and General Counsel, the Compensation Committee makes all final determinations regarding executive compensation.

Each NEO’s base salary is a fixed component of compensation and does not vary depending on the level of performance achieved. Base salaries are determined for each NEO based on position and responsibility and are generally set at levels deemed necessary to attract and retain individuals with superior talent commensurate with their relative 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. Effective January   1, 201 9 , the Compensation Committee approved an increase to Mr.   Wood’s base salary in light of his promotion in June 2018 to President . Base salaries for all other NEOs remained unchanged in 2019 . Base Salaries for our NEOs for 201 8 and 201 9 , as well as the changes thereto, are set forth in the table below:

Short-Term Incentive Bonuses

Our performance-based short-term incentive bonus (“ STI Bonus”) granted under the LTIP is based upon our pay-for-performance philosophy. The STI Bonus provides our NEOs with an incentive in the form of an annual bonus to achieve our overall business goals. These awards are payable based on the achievement of annual financial objectives measured against our internal operating plan established at the beginning of each fiscal year. Final payouts are subject to reduction or increase by the Compensation Committee for individual and team performance during the performance period.

Annual STI Bonus targets are measured as a percentage of each NEO’s base salary and are reviewed and confirmed annually by the Compensation Committee. No changes were made to the annual STI Bonus target percentages for the 2019 Fiscal Year, and consistent with the determination made for the 2018 Fiscal Year, the Compensation Committee determined it was appropriate to settle the STI Bonus in cash, rather than in common units . The table below provides STI Bonus targets as a percentage of base salary for each of our NEOs for the 201 9 Fiscal Year.

Payouts can range from 0% to 200% of the established percentage of salary, with a payout of 50% if threshold performance is achieved, 100% if target performance is achieved, and 200% if maximum performance is achieved.

2019   STI   Performance Results

The   STI   Bonuses for the 2019 Fiscal Year were equal to the product of each   NEO’s   ( i )   target bonus and (ii)   our adjusted   EBITDAX   Payout Factor, which is based on our adjusted   EBITDAX   achievement level , but further adjusted as described below . For the 201 9   Fiscal Year, the adjusted   EBITDAX   target established at the beginning of the performance period was $ 423.5   million, which reflected an increase as compared to both the target goal and actual result for 2018 performance.

For purposes of calculating the STI Bonus, adjusted EBITDAX was calculated as the ratio of our actual adjusted EBITDAX for the applicable year to our budgeted adjusted EBITDAX for such year, as adjusted by an Adjusted EBITDAX Payout Factor that emphasizes the effect of under- or over-achievement, with linear interpolations between the target and either the threshold or maximum, as outlined below:

Actual adjusted EBITDAX for the 2019 Fiscal Year was $ 399.5 million, which was further adjusted by the Compensation Committee to $ 399. 0   million, as described below. We achieved an adjusted EBITDAX payout factor of 90.37% of target. The STI Bonus achievement resulted in payments to participants as reflected below:

(1)     For this purpose, (a) our actual adjusted EBITDAX for the 2019 Fiscal Year was calculated as the sum, subject to further adjustment by the Compensation Committee, of our ( i ) net income, (ii) interest expense, (iii) income tax expense, (iv) depreciation, depletion, amortization, and impairment expense, (v) targeted compensation associated with grants or issuances of equity interests to employees or members of the Board or associated with our incentive or retention plans or agreements (whether cash or equity), and (vi) dry hole expense, as determined in accordance with GAAP, consistently applied, and for the 2019 Fiscal Year, it was further adjusted by subtracting a change in deferred revenue and reversing the effect of any actual incentive compensation charges that exceed target, and (b) our budgeted adjusted EBITDAX for the 2019 Fiscal Year was the adjusted EBITDAX amount projected in the annual budget for such year approved by the Board.

Our long-term incentive program is designed to align the interests of executive officers with unitholders and reward executives for achievement of long-term goals. Long-term incentives play an important role in the retention of executives and provide executives an opportunity to acquire equity ownership in the Partnership. For these reasons, we place more emphasis on long-term incentive compensation than any other compensation element. Long-term equity incentive awards are provided under the Black Stone Minerals, L.P. Long-Term Incentive Plan (“ LTIP ”).

The Compensation Committee annually reviews and determines the allocation between the long-term incentive vehicles based on Competitive Market Data, as well as input from senior management regarding our key business drivers. For the 201 9 Fiscal Year, the long-term incentive program consisted of an equal combination of performance-based unit awards and time-based restricted unit awards. This reflects the Compensation Committee’s goal of aligning the interests of our NEOs with our unitholders.

LTI Performance Units

One-half of the target value of annual long-term incentive awards granted to our NEOs for the 201 9 Fiscal Year consisted of long-term performance-based phantom units (“ LTI Performance Units”) granted under the LTIP . The Compensation Committee grants performance-based awards to drive our performance towards achievement of established goals over a three-year performance period. The performance targets are intended to encourage long-term growth and bolster the health of the Partnership’s assets. The target LTI Performance Units granted to each NEO are reflected in the following table:

As described below in “—Potential Payments Upon Termination or a Change in Control—Dorn Separation Agreement” and “—Potential Payments Upon Termination or a Change in Control—Morris Separation Agreement,” a portion of the LTI Performance Units granted to Messrs. Dorn and Morris in 2019 were accelerated and vested in connection with stepping down from their respective roles in February 2020, and the remainder of such awards were forfeited following the end of their respective employment . The LTI Performance Units granted during the 2019 Fiscal Year are measured based on the average performance percentage attained over the performance period beginning January   1, 2019 and ending December   31, 2021. The percent of the target LTI Performance Units that will become earned upon the attainment of average performance percentage will be determined using linear interpolation in accordance with the following table:

The average performance percentage is determined by finding the mean of the “production performance percentage” and the “reserve performance percentage” for each of the three years in the performance period. The “production performance percentage” reflects the attainment of per-unit production levels as a percentage of the budgeted per-unit production levels (as determined by the Board) for the applicable year. The “reserve performance percentage” reflects the attainment of per-unit proved reserve levels as a percent of the budgeted per-unit proved reserve levels (as determined by the Board) for the applicable year. For the 2019 Fiscal Year, the “reserve performance percentage” was achieved at 96.03 % of target and the “production performance percentage” was achieved at 105.04% , resulting in an “average performance percentage” of 100.53% of target; however the actual performance achieved will not be determined until the completion of the three-year performance period.

LTI Restricted Units

One-half of the target value of annual long-term incentive awards granted to our NEOs for the 2019 Fiscal Year consisted of restricted unit awards (“ LTI Restricted Units”). The Compensation Committee grants these time-based awards to encourage and promote retention of key employees. The LTI Restricted Units granted to all NEOs on February   7, 2019 vest in one-third increments on each of January   7, 2020, January   7, 2021 and January   7, 2022. The LTI Restricted Units granted to each NEO are reflected in the following table:

As described below in “—Potential Payments Upon Termination or a Change in Control—Dorn Separation Agreement” and “—Potential Payments Upon Termination or a Change in Control—Morris Separation Agreement,” a portion of the LTI Restricted Units granted to Messrs. Dorn and Morris in 2019 were accelerated and vested in connection with stepping down from their respective roles in February 2020, and the remainder of such awards were forfeited following the end of their employment .

Post-Employment and Change in Control Benefits

The NEOs each have a severance agreement that provides for severance payments and benefits upon certain terminations of employment, including enhanced benefits upon certain terminations of employment following a change in control. These severance agreements are intended to provide protections to the NEOs in the event of certain involuntary terminations, and they assist in recruiting and retaining high performing talent. Additionally, these agreements provide us with an opportunity to obtain non-competes and other restrictive covenants, providing protection to the Partnership in the event of the termination of an NEO’s employment. For a description of the terms of the severance agreements with each of NEOs , please see the section below entitled “Potential Payments Upon Termination or a Change in Control.”

Other 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. In 2019, the Company’s m atching contribution rate was 100% of the first 5% of eligible compensation deferred by an employee , up to the annual allowable U.S. Internal Revenue Code limits. Matching contribution s are subject to a graded vesting schedule, with 33% vested after one year, 66% vested after two years, and 100% vested after the initial three years of employment with us. Following three years of employment, future C ompany 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.

We also provide health and welfare benefits to our NEOs on the same terms as generally offered to our employees. In addition, we reimburse the costs associated with Mr.   Carter’s club memberships; however, the aggregate cost of these memberships is less than $10,000 per year. As a result, such club membership reimbursement is not reflected in the “Summary Compensation Table” below.

OTHER COMPENSATION ITEMS

We account for equity compensation expenses under the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), which requires us to estimate and record an expense for each award of equity compensation over the vesting period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. Section   162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) generally limits the deductibility by a corporation of compensation in excess of $1,000,000 paid to certain executive officers.  Because we are a limited partnership, Section 162(m) generally does not apply to compensation paid to our NEOs for services provided to us. Accordingly, the Compensation Committee does not consider its impact in determining compensation levels.

Clawback Policy

We maintain the Black Stone Minerals, L.P. Incentive Compensation Recoupment Policy (the “ Clawback Policy”). In the event of a required restatement of the Partnership’s financial statements due to material non-compliance with any financial reporting requirement, the Clawback Policy provides the Board with authority to require the reimbursement or forfeiture of unvested, performance-based equity granted pursuant to the LTIP .

Unit Ownership and Retention Guidelines

We maintain unit ownership and retention guidelines. These guidelines require officers and non-employee directors to maintain a minimum level of unit ownership equal to the following:

Officers and non-employee directors must obtain these ownership levels by the latest of ( i )   May   6, 2020, (ii) within five years of the date of the individual’s appointment as an officer or a non-employee director, or (iii)   within five years of the date of the individual’s promotion to a higher position listed on the table above. Until such unit ownership is achieved, we encourage officers and non-employee directors to retain at least 50% of the “net” units obtained through awards granted pursuant to the LTIP . The Compensation Committee reviews current unit ownership annually. As of December 31, 2019, a ll our current officers and non-employee directors subject to these guidelines we re in compliance with the applicable requirements of our stock ownership guidelines.   However, such compliance is subject to the Company’s unit price performance and is thus subject to change.

Risk Assessment

The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. Management reviews the risks arising from our compensation policies and practices. The management team reviewed and discussed the design features, characteristics, performance metrics at the Partnership and segment levels and approval mechanisms of total compensation for all employees, including salaries, incentive plans, and equity-based compensation awards, to determine whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on us.

Our compensation philosophy and culture support the use of base salary, performance-based compensation, and retirement plans that are generally uniform in design and operation throughout our organization and with all levels of employees. These compensation policies and practices are centrally designed and administered, and they are substantially identical between our business divisions. In addition, the following specific factors, in particular, reduce the likelihood of excessive risk-taking:

• Our overall compensation levels are competitive with the market.
• Our compensation mix is balanced among ( i ) fixed components like salary and benefits, (ii) annual incentives that reward our overall financial performance, business unit financial performance, operational measures, and individual performance, and (iii) a portfolio approach for equity-based awards, primarily consisting of long-term incentive performance units and long-term incentive restricted units.
• Awarding our long-term incentive compensation in the form of units ties compensation to unit price performance over multiple-year periods, with equity-based awards generally vesting over three years. This minimizes the benefit of a temporary spike in unit price.
• The Compensation Committee has discretion to reduce performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our unitholders.
• Executive officers are subject to certain ownership requirements, as described above, and our insider trading policy, which prohibits executive officers from engaging in short-term or speculative trading of common units in the Partnership.

In summary, although a significant portion of the compensation provided to Named Executive Officers is performance-based, we believe our compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees) because these programs are designed to encourage employees to remain focused on both our short- and long-term operational and financial goals. We set performance goals that we believe are reasonable in light of our past performance and market conditions. A portion of the performance-based, variable compensation we provide is comprised of long-term incentives in the form of long-term restricted unit awards subject to time-based vesting conditions, which retains value even in a depressed market, so executives are less likely to take unreasonable risks. With respect to our performance-based incentives, assuming achievement of at least a threshold level of performance, payouts result in some compensation at levels below full target achievement.

The Compensation Committee has reviewed and discussed our Compensation Discussion and Analysis with management. Based upon such review, the related discussion with management and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board that our Compensation Discussion and Analysis be included in the Partnership’s Annual Report on Form 10-K for the year ended December   31, 2019 and in this Proxy Statement.

COMPENSATION COMMITTEE:

Alexander D. Stuart, Chair

William G. Bardel

Michael C. Linn

John H. Longmaid

The table below provides information concerning the annual compensation of our Named Executive Officers for the fiscal years ended December   31, 2019, December   31, 2018, and December   31, 2017.

(1)     On February 24, 2020, Messrs. Dorn and Morris stepped down from their positions as Senior Vice President, Business Development and Senior Vice President, Engineering and Geology, respectively. For a description of the benefits Messrs. Dorn and Morris received in connection with stepping down from their respective roles , see “Potential Payments Upon Termination or a Change in Control—Dorn Separation Agreement” and “Potential Payments Upon Termination or a Change in Control—Morris Separation Agreement.”

(2)     The amounts reflected in this column include total annual salary earned for the fiscal year, regardless of whether any of these amounts were deferred by our NEOs under the 401(k) Plan or otherwise paid in another year.

(3)     Amounts for 2017, 2018, and 2019 reflect the grant date fair value of LTI Restricted Units and LTI Performance Units granted in 2017, 2018, and 2019, respectively, computed in accordance with FASB ASC Topic 718 and disregarding any potential forfeitures. The grant date fair value for the LTI Performance Units granted in 2019 is based upon the “probable outcome” of vesting for accounting purposes. See Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards. If the maximum level of performance for the LTI Performance Units granted in 2019 was achieved, then the value of such award granted to Messrs. Carter, Wood, Dorn, Morris, and Putman would be $5,199,974, $2,627,998, $2,299,972, $1,699,976, and $1,413,582, respectively. 

(4)     Amounts reflect ( i ) STI Bonus awards earned by each NEO in 2017, 2018, and 2019 and (ii) for 2017, performance-based cash incentive awards under the BSMC 2012 Executive Incentive Plan awarded to each NEO in 2015 and earned in 2017.

(5)     Amounts reported in the “All Other Compensation” column include matching contributions to the NEO’s 401(k) Plan account of $14,000 for each NEO.

(6)     The compensation payable to the NEOs was reduced in 2020 to reflect current market conditions. See “—Compensation Discussion & Analysis—Actions Taken After the 2019 Fiscal Year.”

Grants of Plan-Based Awards for the 2019 Fiscal Year

The following table includes information about awards granted to our NEOs during 2019, including 2019 STI Bonus awards, LTI performance unit awards, and LTI restricted unit awards.

(1)     Amounts in these columns represent the threshold, target, and maximum possible payouts for STI Bonus awards. The actual value of bonuses paid to our NEOs for 2019 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. The compensation payable to the NEOs was reduced in 2020 to reflect current market conditions. See “—Compensation Discussion & Analysis—Actions Taken After the 2019 Fiscal Year.”

(2)     Amounts in these columns represent the number of LTI Performance Units granted in 2019 that would vest upon the achievement of a threshold, target, or maximum level of performance. The actual number of performance units that will vest will not be determinable until the close of the three-year vesting period on December 31, 2021 and will depend on per unit production levels and reserve amounts over that period. See “Compensation Discussion and Analysis—Elements of the Executive Compensation Program—Long-Term Incentives— LTI Performance Units” for more information regarding these LTI Performance Units. A pro-rated portion of the LTI Performance Units granted to Messrs. Dorn and Morris in 2019 were accelerated and vested in connection with stepping down from their respective roles , and the remainder of such awards were forfeited. See “—Potential Payments Upon Termination or a Change in Control—Dorn Separation Agreement” and “—Potential Payments Upon Termination or a Change in Control—Morris Separation Agreement.”

(3)     This column includes the number of LTI Restricted Units granted our NEOs during 2019. See “Compensation Discussion and Analysis—Elements of the Executive Compensation Program—Long-Term Incentives— LTI Restricted Units” for more information regarding these LTI Restricted Units. A pro-rated portion of the LTI Restricted Units granted to Messrs. Dorn and Morris in 2019 were accelerated and vested in connection with stepping down from their respective roles , and the remainder of such awards were forfeited. See “—Potential Payments Upon Termination or a Change in Control—Dorn Separation Agreement” and “—Potential Payments Upon Termination or a Change in Control—Morris Separation Agreement.”

(4)     The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718, and for the LTI Performance Units, is based upon probable outcome. Please see Note 9 to our consolidated financial statements for the fiscal year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards. The compensation payable to the NEOs was reduced in 2020 to reflect current market conditions. See “—Compensation Discussion & Analysis—Actions Taken After the 2019 Fiscal Year.”

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table reflects information regarding outstanding unvested common units held by our NEOs as of December   31, 2019.

(1)     The equity awards disclosed in this Outstanding Equity Awards at 2019 Fiscal Year-End table are denominated in common units.

(2)     Reflects the market value of our common units underlying each NEO’s equity awards, computed based on the adjusted closing price of our common units on December 31, 2019, which was $12.36 per common unit.

(3)     Each NEO’s outstanding 2017 LTI Restricted Units vested on January 7, 2020.

(4)     One half of each NEO’s outstanding 2018 LTI Restricted Units vested on January 7, 2020, and the remainder of each NEO’s outstanding 2018 LTI Restricted Units will vest on January 7, 2021, so long as the NEO remains employed by the General Partner or one of its affiliates on such dates.

(5)     One third of each NEO’s outstanding 2019 LTI Restricted Units vested on January 7, 2020, and the remainder of each NEO’s outstanding 2019 LTI Restricted Units will vest ratably on each of January 7, 2021 and January 7, 2022, so long as the NEO remains employed by the General Partner or one of its affiliates on such date.

(6)     Each NEO’s outstanding 2018 LTI Performance Units will become earned over the three-year performance period ending December 31, 2020 depending on the level of achievement of the applicable performance conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date. The number of units reported in this column assumes that our production and reserve percentages for the performance period are achieved at the maximum level, which may not be representative of the actual payouts that will occur upon the settlement of these 2018 LTI Performance Units, as such actual payouts may be significantly less.

(7)     Each NEO’s outstanding 2019 LTI Performance Units will become earned over the three-year performance period ending December 31, 2021 depending on the level of achievement of the applicable performance conditions and so long as the NEO remains continuously employed by the General Partner or one of its affiliates through such date. The number of units