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  ☐

Check the appropriate box:

Black Stone Minerals, L.P.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Black Stone Minerals, L.P.

1001 Fannin Street

Suite 2020

Houston, Texas 77002

April 25, 201930, 2021

NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS

TO BE HELD ON JUNE 13, 201917, 2021

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

Notice is hereby given that the 20192021 annual meeting of limited partners (the “Annual Meeting”) of Black Stone Minerals, L.P. (the “Partnership”) will be held on June 13, 2019,17, 2021 at 1:12:00 p.m., local time, at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002,Central Time, via live webcast, for the following purposes:

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 18, 201919, 2021 as the record date for the Annual Meeting. Holders of record of the Partnership’s common units, subordinated 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 25, 2019,30, 2021, 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 in person atduring 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.

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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 13, 201917, 2021

TABLE OF CONTENTSTable of Contents

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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 13, 201917, 2021

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 20192021 annual meeting of limited partners (the “Annual Meeting”) to be held on June 13, 2019,17, 2021, at 1:12:00 p.m., local time, at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002, 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 25, 2019,30, 2021, 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 in person atduring 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.

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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.

GENERAL INFORMATION

Purpose of the Annual Meeting

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.

Proposals to be Voted Upon at the Annual Meeting

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

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 18, 201919, 2021 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, 109,382,957207,552,011 common units held by 447 holders of record, 96,328,836 subordinated units held by 949442 holders of record and 14,711,219 Series B preferred units held by 1 holder of record (representing 14,711,219 common units on anas-converted basis). In the aggregate, as of the Record Date, there were outstanding and entitled to vote 220,423,012222,263,230 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 25, 201930, 2021 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 presentin 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.

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.Meeting virtually. However, since you are not the holder of record, you may not vote your units in person atduring the Annual Meeting unless you obtainfollow your intermediary’s procedures for obtaining a signedlegal proxy.

After obtaining a valid legal proxy from theyour intermediary, giving you the rightto then register to vote at the units.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:

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 3, 2021.

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 “bsmvirt21”. 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 Admission.Meeting.”

If you do not vote your units in personduring 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) arenon-discretionary matters, meaning that intermediaries do not have discretionary

Attending the Annual Meeting Admission

Only unitholders of record or their legal proxy holders as of the Record Date or our invited guests may attend the Annual Meeting in person. If you planMeeting. 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, in person (regardless of whether you intendvote and submit your questions during the meeting by visiting https://web.lumiagm.com/255252993. In order to vote your units in person at the Annual Meeting), you must presentor submit a valid form of government-issued photo identification. If you wish to attendquestion during the Annual Meeting, and your units are held in street name with an intermediary, you will also 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 “bsmvirt21”. If you do not have an 11-digit voter control number issued by AST, you will be able to bringlisten to the meeting only by registering as a copy ofguest. You will not be able to vote or submit your brokerage statement or other documentation reflecting your unit ownership as ofquestions during the Record Date.meeting.

The Annual Meeting will be held at the Four Seasons Hotel – Houston, 1300 Lamar Street, Houston, Texas, 77002.12:00 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:

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 subordinated units, and preferred units (on anas-converted basis), in the aggregate, represented in personby 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 brokernon-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.

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, 20192021 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 brokernon-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 anon-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 20182020 requires approval by a majority of the votes cast by the unitholders entitled to vote at the virtual Annual Meeting. Abstentions and brokernon-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.

Solicitation of Proxies

This solicitation of proxies is being made by the Board of the General Partner, and we will bear all costs incurred in the solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our units. We may solicit proxies by mail, telephone, or via the Internet through our executive officers, directors, and other management employees, who will receive no additional compensation for their services.

20182020 Annual Report

Our Annual Report on Form10-K for the fiscal year ended December 31, 20182020 is available on our website atwww.blackstoneminerals.com in the “SEC Filings” subsection of the “Investors” section. A copy of our Annual Report on Form10-K for the fiscal year ended December 31, 2018,2020, including the financial statements and the financial statement schedules, if any, but not including exhibits, will be furnished at no charge to each unitholder to whom a Notice of Internet Availability of Proxy Materials is delivered upon the written request of such person addressed to Investor Relations at Black Stone Minerals, L.P., 1001 Fannin Street, Suite 2020, Houston, Texas, 77002.

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PROPOSAL 1—ELECTION OF DIRECTORS

At the recommendation of the Nominating and Governance Committee of the Board, the Board of the General Partner has nominated the following individuals for election as directors of the Board of the General Partner, each to serve until the 20202022 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:

William G. Bardel

Carin M. Barth

Thomas L. Carter, Jr.

D. Mark DeWalch

Ricky J. Haeflinger

Jerry V. Kyle, Jr.

Michael C. Linn

John H. Longmaid

William N. Mathis

William E. Randall

Alexander D. Stuart

Allison K. Thacker

Each director nominee is currently serving on the Board of the General Partner. Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described below in each director’s biographical information under the heading “Executive Officers and Directors.”

The election of directors in this Proposal 1 requires the affirmative vote of 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 subordinated units, and preferred units (on anas-converted basis) held by the unitholder, multiplied by (y) the number of directors to be elected at the Annual Meeting. Abstentions and brokernon-votes 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.

Unless otherwise indicated on the proxy, the persons named as proxies will vote “FOR ALL” of the nominees listed above. Although we have no reason to believe that any of the nominees will be unable to serve if elected, should any of the nominees become unable to serve prior to the Annual Meeting, the proxies will be voted for the election of such other persons as may be nominated by the Board of the General Partner.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.

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EXECUTIVE OFFICERS AND DIRECTORS

The following table shows information for the executive officers and directors of the General Partner. Executive officers serve at the discretion of the Board. Directors hold office until their successors are duly elected and qualified. There are no family relationships among any of our directors or executive officers.

Thomas L. Carter, JrJr.. Mr. Carter has served as Chairman and Chief Executive Officer and Chairman of the General Partner since November 2014. Mr. Carter served as President of the General Partner from November 2014 to June 2018. Mr. Carter founded BSMC, our predecessor, and served as President, Chief Executive Officer, and Chairman of Black Stone Natural Resources, L.L.C. (“BSNR”), the former general partner of BSMC, from 1998 to 2015. Mr. Carter served as Managing General Partner of W.T. Carter & Bro. from 1987 to 1992 and Black Stone Energy Company from 1980 to present, both of which preceded the General Partner. Mr. Carter founded Black Stone Energy Company, BSMC’s operating and exploration subsidiary, in 1980. From 1978 to 1980, Mr. Carter served as a lending officer in the Energy Department of Texas Commerce Bank in Houston, Texas, after serving in various other roles from 1975. Mr. Carter received M.B.A. and B.B.A. degrees from the University of Texas at Austin. Mr. Carter has beenserved as a director of Carrizo Oil & Gas Inc. since 2005. He has served in various capacities at Episcopal High School in Houston, Texas since 2004, including as a Trustee and a member of its executive committee.from 2005 to 2019. Mr. Carter currently serves on Episcopal High School’s advisory board. He has served as a Trustee of St. Edward’sthe University since 2009Lands Advisory Board and as a Trustee Emeritus of The Lawrenceville School. Mr. Carter also serves on the University Lands Advisory Board.

Mr. Carter’s extensive industry and executive management experience and his background in finance qualify him to serve on the Board of the General Partner.

Jeffrey P. WoodWood.. Mr. Wood has served as President and Chief Financial Officer of the General Partner since June 2018 and November 2016, respectively. Mr. Wood served as Senior Vice President of the General Partner from November 2016 to June 2018. Mr. Wood has over 20 years of senior financial leadership and capital markets experience, most recently as Executive Vice President and Chief Financial Officer of Siluria Technologies, Inc., a leading innovator of process technologies for the energy and petrochemical industries. Prior to Siluria, Mr. Wood was Senior Vice President and Chief Financial Officer of Eagle Rock Energy Partners, a publicly traded master limited partnership with upstream, midstream, and minerals operations. Prior to Eagle Rock, Mr. Wood spent 11 years at Lehman Brothers Holdings, Inc. in a number of investment banking and investment management positions focused primarily on the MLP sector. Mr. Wood started his career in public accounting with Price Waterhouse LLP.

Maritime Limited from 2005 to 2008. He also worked as an associate at Vinson & Elkins L.L.P. from 2001 to 2005 and Mayer Brown LLP from 2000 to 2001. Mr. Putman received a B.A. from the University of Texas at Austin and a J.D. from the University of Chicago. He is licensed to practice law in the states of Texas and Illinois.

Dawn K. SmajstrlaSmajstrla.. Ms. Smajstrla has served as Vice President and Chief Accounting Officer of the General Partner since September 2015. Prior to joining the General Partner, she was employed at LRR Energy, LP from December 2013 to September 2015 as Vice President, Controller, and Chief Accounting Officer. She also worked at Goodrich Petroleum from 2010 through 2013 as Vice President, Controller, and Principal Accounting Officer. Ms. Smajstrla was employed by Anadarko Petroleum from 2008 to 2010 in financial reporting and corporate audit roles. Prior to joining Anadarko, Ms. Smajstrla worked in various financial reporting and corporate accounting roles for 13 years. Ms. Smajstrla received B.S. and M.B.A. degrees from The University of Houston. Ms. Smajstrla is a Certified Public Accountant.

William G. Bardel. Mr. Bardel has served as director of the General Partner since March 2015. Mr. Bardel served as director of BSNR from 2004 to 2015. He has acted as a financial consultant to a number of educational institutions since 2006. He previously served as the Chief Financial Officer of the Lawrenceville School, a preparatory high school in Lawrenceville, New Jersey, from 1994 until 2006. The Lawrenceville School had an annual budget of $40 million and an endowment of $200 million. Mr. Bardel served as a director of Hudson City Bancorp, Inc. from 2003 to 2015. From 1988 until 1994, Mr. Bardel was the head of the Government Advisory Group of Lehman Brothers in London, England. From 1984 to 1994, Mr. Bardel served as a managing director of Lehman Brothers. A graduate of Yale University, Mr. Bardel has a Masters degree from Oxford University where he was a Rhodes Scholar. Mr. Bardel received his J.D. from Harvard Law School.

Mr. Bardel brings valuable expertise to the Board of the General Partner due to his high level of familiarity with financial control issues and strategic planning, including time as a director for financial institutions.

Carin M. BarthBarth.. Ms. Barth has served as a director of the General Partner since March 2015. She has served as President of LB Capital, Inc., a private capital firm sheco-founded in 1988, since 2005. She has also served on the boards of directors of Halcón Resources Corporation since 2019; Enterprise Products Holdings LLC since 2015; Group 1 Automotive, Inc. since 2017; BBVA USA Bancshares, Inc. (a subsidiary of BBVA Group) since 2020; Fulcrum BioEnergy since 2020; and The Ronald McDonald House of Houston since 2007, and she has served as a trustee of The Welch Foundation since 2012. Ms. Barth served on the boards of directors of Halcón Resources Corporation from April 2019 to October 2019; Strategic Growth Bank Incorporated and its affiliate Capital Bank, N.A., a community banking operation, from 2010 to 2017; Western Refining, Inc., a public crude oil refiner and marketer of refined products, from 2006 to 2016; and the Bill Barrett Corporation, a public oil and natural gas exploration and development company, from 2012 to 2016. From 2008 to

Mr. Kyle’s extensive experience as a lawyer practicing in matters related to finance, lending, securities issuance and regulation, and legislative and regulatory affairs qualify him to serve on the Board of the General Partner.

Michael C. LinnLinn.. Mr. Linn has served as a director of the General Partner since March 2015. Mr. Linn served as director of BSNR from January 2013 to 2015. Mr. Linn is the founder of Linn Energy LLC and served as a director of Linn Energy LLC from December 2011 to 2016. Prior to such time, he was Executive Chairman of the board of directors of Linn Energy LLC since January 2010 and Chairman and Chief Executive Officer of Linn Energy, LLC from December 2007 to January 2010. Following his retirement as Executive Chairman of the board of

Mr. Randall provides valuable investment and acquisition expertise to the Board of the General Partner due to his background in commercial real estate development, as well as a unique perspective due to his service as a Captain in the Naval Reserve.

Alexander D. StuartStuart.. Mr. Stuart has served as director of the General Partner since March 2015. Mr. Stuart served as director of BSNR from 1990 to 2015. He has been the President of North Star Investments, an investment firm responsible for identifying and managing a wide variety of assets, since 2004 and has served as the managing

GOVERNANCE MATTERS

Corporate Governance Guidelines

The Board of the General Partner believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to unitholders. Our Corporate Governance Guidelines cover the following principal subjects:

The Corporate Governance Guidelines are available on our web site atwww.blackstoneminerals.com under the “Corporate Governance” subsection of the “Investors” section. The Corporate Governance Guidelines will be reviewed periodically and as necessary by our Nominating and Governance Committee, and any proposed additions to or amendments of the Corporate Governance Guidelines will be presented to the Board of the General Partner for its approval.

The NYSE has adopted rules that require listed companies to adopt governance guidelines covering certain matters. We believe that the Corporate Governance Guidelines comply with the NYSE rules.

Board Leadership Structure

The Board’s leadership structure does not separate the Chief Executive Officer and Chairman of the Board positions. The Board retains the authority to modify this structure as and when appropriate, and it is possible that the Board may decide to separate the Chief Executive Officer and Chairman of the Board positions in the future.

The Board believes that there is no single, generally accepted approach to providing Board leadership and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company as the right leadership structure may vary as circumstances change. The Board currently is of the view that it is in our best interest for the Chief Executive Officer to also serve as the Board’s Chairman. Mr. Carter serves as our Chief Executive Officer as well as Chairman of the Board. As the director most familiar with our business and industry and most capable of effectively identifying strategic priorities, he is best positioned to lead the Board through reviews of key business and strategic issues.

Executive Sessions ofNon-Management Directors

The Board of the General Partner holds regular executive sessions in which thenon-management directors meet without any members of management present. The purpose of these executive sessions is to promote open and candid discussion among thenon-management directors. The director who presides at these meetings, the Lead Director, is elected by the Board and serves for atwo-year term. Mr. BardelCarin M. Barth currently serves as Lead Director and was elected in 2019.2020. The Lead Director is responsible for preparing an agenda for the meetings of the non-management directors in executive session. Currently, all thenon-management directors of the Board are independent under the listing requirements of the NYSE.

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Risk Oversight Procedures

The Board of the General Partner as a whole oversees our assessment of major risks and the measures taken to manage such risks. For example, the Board:

The Audit Committee is responsible for overseeing and discussing with management our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps management has taken to monitor and control such exposures as well as the risks associated with our hedging strategy. The Compensation Committee is responsible for reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking. It also reviews and discusses the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. The Board of the General Partner does not consider its role in oversight of our risk management function to be relevant to its choice of leadership structure.

Director Independence

The Board has determined that Mr. Bardel, Ms. Barth, Mr. DeWalch, Mr. Haeflinger, Mr. Kyle, Mr. Linn, Mr. Longmaid, Mr. Mathis, Mr. Randall, Mr. Stuart, and Ms. Thacker are independent as defined by the rules of the NYSE.

Committees of the Board

The Board of the General Partner has the following standing committees: Audit Committee, Compensation Committee, and Nominating and Governance Committee. The Board will appoint a conflicts committee as necessary. The Audit Committee, the Compensation Committee, and the Nominating and Governance Committee each have a written charter approved by the Board of the General Partner. Each of these written charters is available on our web site atwww.blackstoneminerals.com under the “Corporate Governance” subsection of the “Investors” section. Summaries of the functions performed by and the membership of each committee of the Board are set forth below.

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Audit Committee

We have an audit committee of fourthree members, and all its members meet the independence and experience standards established by the NYSE and Rule10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Barth and Messrs. Haeflinger, Kyle and Randall currently sit on the Audit Committee, with Ms. Barth acting as the Committee Chair. The Board has also determined that Ms. Barth qualifies as an “audit committee financial expert,” as such term is defined under Securities and Exchange Commission (“SEC”) rules.

The Audit Committee assists the Board in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) qualifications and independence of our independent registered public accounting firm, and (iv) performance of our internal audit function and independent registered public accounting firm. The Audit Committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof performed by our independent registered public accounting firm, andpre-approve anynon-audit services and tax services to be rendered by our independent registered public accounting firm. The Audit Committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the Audit Committee and our management, as necessary.

Compensation Committee

Because we are a limited partnership, we are not required by the rules of the NYSE to have a compensation committee or a compensation committee composed entirely of independent directors. However, we nevertheless have a compensation committee, and all of its members meet the independence standards established by the NYSE. Messrs. Bardel, Linn, Longmaid, and Stuart currently sit on the Compensation Committee, with Mr. Stuart acting as the Committee Chair.

The Compensation Committee reviews and determines the compensation for the executive officers of the General Partner and reviews and makes recommendations to the Board of the General Partner regarding director compensation. The Compensation Committee also administers our incentive compensation and equity-based benefit plans.

The Compensation Committee is delegated all authority of the Board of the General Partner as may be required or advisable to fulfill its purposes. The Compensation Committee may delegate to any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. Meetings may, at the discretion of the Compensation Committee, include members of management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee believes to be necessary or appropriate. The Compensation Committee will consult with our Chief Executive Officer when evaluating the performance of, and setting the compensation for, our executive officers other than the Chief Executive Officer.

The Compensation Committee may, in its sole discretion, retain and determine funding for legal counsel, compensation consultants, as well as other experts and advisors (collectively, “Committee Advisors”), including the authority to retain, approve the fees payable to, amend the engagement with and terminate any Committee Advisor, as it deems necessary or appropriate to fulfill its responsibilities. In 2018,2020, the Compensation Committee engaged Frederick W. Cook & Co., Inc. (“FW Cook”) directly as its independent compensation consultant to assist the Committee with its responsibilities related to our executive officer and director compensation programs. A

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representative of FW Cook attends Compensation Committee meetings, as requested, and communicates with the Chair of the Compensation Committee between meetings. However, the Compensation Committee makes all decisions regarding the compensation of our executive officers and directors. FW Cook reports directly to the Compensation Committee and all work conducted by FW Cook for us is on behalf of the Compensation Committee.

Director Attendance at Annual Meetings of Limited Partners

Directors are encouraged, but not required, to attend the annual meetings of limited partners. All of theincumbent directors attended the Partnership’s 20182020 annual meeting.

whether or not to accept the tendered resignation. However, such director shall remain active and engaged in all other Nominating and Governance Committee and Board activities, deliberations, and decisions during this Nominating and Governance Committee and Board process.

If a majority of the members of the Nominating and Governance Committee received a Majority Withheld Vote at the same election, then the independent directors who are on the Board of the General Partner and who did not receive a Majority Withheld Vote will act as the Board of the General Partner for the purpose of considering the tendered resignations and will decide whether to accept or reject them.

Certain Relationships and Related Party Transactions

We employ Fowler Carter, the son of Mr. Carter, Chairman and Chief Executive Officer and Chairman of the General Partner, as the Director, New Ventures, and he received total compensation from us of approximately $322,536$292,634 during the year ended December 31, 2018.2020. We also employ Stephen Fox, theson-in-law of Mr. Carter, as a Landman, and he received total compensation from us of approximately $137,615$176,054 during the year ended December 31, 2018.2020.

Section 16(a) Beneficial Ownership Reporting ComplianceInsider Trading Policy

Section 16(a)We have an insider trading policy, which prohibits directors, officers, employees, and consultants from engaging in hedging or monetization transactions, whether direct or indirect, involving our securities, regardless of the Exchange Act requires the directors and executive officerswhether such persons are in possession of the General Partner and persons who own more than 10% of a registered class of our equitymaterial, non-public information. Transactions involving Partnership-based derivative securities, to file reports of beneficial ownership on Form 3 and reports of changes in beneficial ownership on Form 4including options, warrants, unit appreciation rights, convertible notes, or Form 5 with the SEC. Based solely on our review of the reporting forms and written representations provided to ussimilar rights whose value is derived from the individuals required to file reports, we believe that eachvalue of our executive officers and directors has complied with the applicable reporting requirements for transactions in ouran equity security, are also prohibited. This policy does not restrict holding, exercising, or settling awards such as options, restricted units, or other derivative securities during the year ended December 31, 2018.granted under a Partnership equity incentive plan.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

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, 20182020 (the “2018“2020 Fiscal Year”). Our Named Executive Officers for the 20182020 Fiscal Year include:

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 2020 fiscal year to the extent such discussion enhances the understanding of the Company’s executive compensation disclosure.

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EXECUTIVE SUMMARY

OverviewPay and Partnership Performance Alignment

2020 was a challenging year in the oil and gas industry given the demand disruption caused by COVID-19 and the resulting oversupply that applied downward pressure to commodity prices. As a consequence of Ourreduced commodity pricing and lower production volumes across our properties in 2020, our unit price declined 57% during the year. The Compensation Committee took the following actions in 2020 to respond to market conditions:

Despite a challenging year, we delivered strong operating results, as highlighted below:

Compensation ProgramBest Practices

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:

Say-on-Pay andSay-on-Frequency

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 20182020 Annual Meeting. OurAt our annual meeting held in 2018, our unitholders also voted in favor of holding advisory “Say “Say-on-Pay”-on-Pay” votes on an annual basis, which was the frequency recommended by the Board. WeConsistent with this say-on-frequency vote, 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 last “Say-on-Pay” vote into account when evaluating the compensation program for our Named Executive Officers in 2018.2020. 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 2018.2020, other than the responses to challenging market conditions summarized above and described in more detail below. 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 anon-binding advisory basis, to approve the 20182020 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 20182020 Fiscal Year consisted of the following key components, which are described in greater detail below:

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.

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The charts below show the target compensation mix for Mr. Carter, our Chief Executive Officer, and the weighted average target compensation mix of the other NEOs for the 20182020 Fiscal Year.

SETTING EXECUTIVE COMPENSATION

Objectives of our Executive Compensation Program

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:

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Peer Group

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 20182020 Fiscal Year, the Peer Group consisted of companies selected for comparative size, complexity, revenue, EBITDA, and market capitalization.

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

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 20182020 Fiscal Year; however,Year, and consistent with the determination made for the 2019 fiscal year, the Compensation Committee determined it was appropriate to settle the STI Bonus in cash, rather than in common units, representing a shift from prior fiscal years.units. The table below provides STI Bonus targets as a percentage of base salary for each of our NEOs for the 20182020 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.

20182020 STI Performance Results

The STI Bonuses for the 20182020 Fiscal Year were equal to the product of each NEO’s (i) target bonus and (ii) our adjusted EBITDAX achievement.Payout Factor, which is based on our adjusted EBITDAX achievement level, but further adjusted as described below. For the 20182020 Fiscal Year, the adjusted EBITDAX target established at the beginning of the performance period was $345.0$304.4 million, which reflected an increasea decrease as compared to both the target goal and actual result for 20172019 performance. This target was later adjusted to $296 million following the disposition of assets mid-year.

The STI Bonus achievement resulted in payments to participants as reflected below:

Long-Term Incentives

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 are critical toplay 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 20182020 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.

To respond to market conditions in 2020, the Compensation Committee determined it was appropriate to award reduced levels of long-term incentive awards, as compared to the grant date fair value of awards granted in 2019, for our Named Executive Officers as follows:

LTI Performance Units

One-half of the target value of annual long-term incentive awards granted to our NEOs for the 20182020 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 acquisitionperformance targets established by the selected performance goals 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:

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The LTI Performance Units granted during the 20182020 Fiscal Year are measured based on the average performance percentage attained over the performance period beginning January 1, 20182020 and ending December 31, 2020.2022. 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 ofper-unit production levels as a percentage of the budgetedper-unit production levels (as determined by the Board) for the applicable year. The “reserve performance percentage” reflects the attainment ofper-unit proved reserve levels as a percent of the budgetedper-unit proved reserve levels (as determined by the Board) for the applicable year. For the 20182020 Fiscal Year, the “reserve performance percentage” was achieved at 107.21%95.84% of target and the “production performance percentage” was achieved at 106.13%102.51%, resulting in an “average performance percentage” of 106.67%99.17% 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 20182020 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 20, 201824, 2020 vest inone-third increments on each of January 7, 2019,2021, January 7, 20202022 and January 7, 2021.2023. The LTI Restricted Units granted to each NEO are reflected in the following table:

Settlement of 2018 LTI Performance Units

Vesting and payout of the 2018 LTI Performance Units was assessed by the Compensation Committee in February 2021. The following table summarizes the payouts for the 2018 LTI Performance Units based on production and reserve performance over the three-year period ending December 31, 2020.

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Post-Employment and Change in Control Benefits

TheEach of the NEOs each haveother than Ms. Smajstrla is party to 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 obtainnon-competes and other restrictive covenants, providing protection to the Partnership in the event of the termination of an NEO’s employment. Ms. Smajstrla is not party to a severance agreement because she is a Vice President level executive officer, unlike the remainder of the NEOs who are Senior Vice President or President level executive officers. For a description of the terms of the severance agreements and arrangements with each of the 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 voluntarypre-tax orafter-tax (Roth) contributions to the plan. In addition, we are permitted to make discretionary

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) of the Internal Revenue Code 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. The Compensation Committee has taken into account the tax implications to us in its decision to grant long-term equity incentive compensation awards in the form of restricted units and performance-based phantom units as opposed to options or unit appreciation rights.

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 materialnon-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 andnon-employee directors to maintain a minimum level of unit ownership equal to the following:

Officers andnon-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 anon-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 andnon-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. WhileAs of December 31, 2020, all our current officers andnon-employee directors subject to these guidelines still have at least one yearwere in compliance with the applicable requirements of our stock ownership guidelines. However, such compliance is subject to achieve these ownership levels, as of April 5, 2019, Messrs. Carter, Dorn, Morris, Putman, three vice presidents,the Company’s unit price performance and all thenon-employee directors had already achieved the requisite unit ownership.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

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.

Actions Taken After the 2018 Fiscal Year

Effective January 1, 2019, the Compensation Committee approved an increase of Mr. Wood’s base salary from $350,000 to $400,000 in light of his promotion in June 2018 to President.

In February 2019, the Compensation Committee approved annual grants of equity and incentive compensation, pursuant to which the Named Executive Officers received (i) LTI Performance Units, which are subject to achievement of performance objectives over a performance period beginning January 1, 2019 and ending December 31, 2021, (ii) LTI Restricted Units, which vest ratably over three years, and (iii) an STI Bonus, which is subject to the achievement of performance objectives over a performance period beginning January 1, 2019 and ending December 31, 2019 and will settle in cash following the performance period.30

COMPENSATION COMMITTEE REPORT

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 Form10-K for the year ended December 31, 20182020 and in this Proxy Statement.

COMPENSATION COMMITTEE:

Alexander D. Stuart, Chair

William G. Bardel

Michael C. Linn

COMPENSATION COMMITTEE:

Alexander D. Stuart, Chair

Michael C. Linn

John H. Longmaid

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SUMMARY COMPENSATION TABLE

The table below provides information concerning the annual compensation of our Named Executive Officers for the fiscal years ended December 31, 2018,2020, December 31, 2017,2019, and December 31, 2016.2018, as applicable.

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Grants of Plan-Based Awards for the 20182020 Fiscal Year

The following table includes information about awards granted to our NEOs during 2018,2020, including 20182020 STI Bonus awards, LTI performance unitPerformance Unit awards, and LTI restricted unitRestricted Unit awards.

Outstanding Equity Awards at 20182020 FiscalYear-End

The following table reflects information regarding outstanding unvested common units held by our NEOs as of December 31, 2018.2020.