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:

Brigham Minerals, Inc.

(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):

Brigham Minerals, Inc.

Notice of Annual Meeting of Stockholders

to be held on May 26, 202124, 2022

and Proxy Statement

April 15, 202113, 2022

Dear Stockholder:

We are pleased to invite you to attend the 20212022 Annual Meeting of Stockholders of Brigham Minerals, Inc. (“Brigham Minerals” or the “Company”) to be held on May 26, 2021,24, 2022 at 1:12:00 p.m. Central Time online at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:

Your vote is very important to us—participate in the future of Brigham Minerals and exercise your stockholder right by voting your shares right away.

Only holders of record of our Class A common stock and our Class B common stock (together, our “common stock”) at the close of business on March 29, 2021,28, 2022, or their proxy holders, may vote at the Annual Meeting. Attendance at the Annual Meeting is limited to holders of our common stock or their proxy holders and Brigham Minerals guests. Only holders of our common stock or their valid proxy holders may address the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials and our Annual Report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of the Annual Meeting. Accordingly, beginning on April 15, 2021,13, 2022, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote online or request paper copies.

Please review the proxy card for instructions on how you can vote your shares of common stock over the Internet, by telephone, by mail or by attending the Annual Meeting online at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 using your 16-digit control number and voting your shares electronically on May 26, 2021.24, 2022. It is important that all holders of our common stock, regardless of the number of shares owned, participate in the affairs of Brigham Minerals.

Thank you for your continued investment in Brigham Minerals.

Sincerely,

Ben M.“Bud” “Bud” Brigham Executive Chairman				Robert M. Roosa Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Brigham Minerals, Inc.:

You are cordially invited to attend the 20212022 Annual Meeting of Stockholders of Brigham Minerals, Inc. This is your notice for the meeting.

TIME AND DATE

1:12:00 p.m. Central Time on May 26, 2021.24, 2022.

PLACE

Online at www.virtualshareholdermeeting.com/MNRL2021MNRL2022.

Due to the public health impact of the ongoing coronavirus (COVID-19) pandemic, we have made the decision that this year’s Annual Meeting will be virtual only. The health and well-being of our employees, stockholders and partners are of the utmost importance to us. The Annual Meeting will be conducted via live webcast. StockholdersThe Annual Meeting will be virtual only and stockholders will not be able to attend the Annual Meeting in person this year. Stockholders will be able to submit questions via the online platform before and during a portion of the Annual Meeting. You may submit questions prior to the Annual Meeting by logging onto www.proxyvote.comwith your 16-digit control number. You will be able to participate in the Annual Meeting online and submit questions in advance of the Annual Meeting or during the Annual Meeting at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 or by calling (844) 982-4103 (conference ID: 2470386) during the Annual Meeting and pressing “*” then “1”. You will also be able to vote your shares electronically. The proxy statement provides information on how to join the Annual Meeting online and about the business we plan to conduct. It is important that you retain a copy of the control number found on the proxy card or Notice of Internet Availability of Proxy Materials, as such number will be required in order for stockholders to gain access to the Annual Meeting.

RECORD DATE

Holders of record of our Class A common stock and our Class B common stock (together, our “common stock”) at the close of business on March 29, 202128, 2022 are entitled to vote.

PROXY VOTING

Each share of common stock entitles the holder to one vote on each matter to be voted on at the meeting. You may vote either by attending the Annual Meeting or by proxy. For specific voting information, please see “Frequently Asked Questions About Attending and Voting at the Virtual Annual Meeting” beginning on page 2 of the proxy statement that follows. Even if you plan to attend the meeting, please sign, date and return the enclosed proxy card or submit your proxy using the Internet or telephone procedures described on the proxy card.

Sincerely,

Kari A. Potts

Corporate Secretary

Dated and first made

available to stockholders

on or about April 15, 202113, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Annual Stockholder Meeting to be Held Virtually on May 26, 202124, 2022

The notice of annual meeting, the proxy statement, a form of proxy card

and the Company’s 20202021 Annual Report are available at:

www.proxyvote.com

BRIGHAM MINERALS, INC.

5914 W. Courtyard Drive, Suite 200

Austin, Texas 78730

(512) 220-6350

PROXY STATEMENT

20212022 Annual Meeting of Stockholders

To Be Held Virtually on May 26, 202124, 2022

Unless indicated otherwise or the context otherwise requires, references in this proxy statement to the “Company,” “us,” “we” or “our” refer to the assets and operations of Brigham Minerals, Inc. and its subsidiaries.

These proxy materials are furnished in connection with the solicitation by the Board of Directors (the “Board”) of Brigham Minerals, Inc., a Delaware corporation (“Brigham Minerals” or the “Company”), of proxies from the holders of our common stock (as defined herein) for use at our 20212022 Annual Meeting of Stockholders to be held virtually on May 26, 202124, 2022 at 1:12:00 p.m. Central Time online at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 (the “Annual Meeting”) for the purposes set forth in the accompanying notice, and at any adjournment or postponement thereof.

On or about April 15, 2021,13, 2022, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders of record detailing how to access the proxy materials electronically, how to submit a proxy over the Internet, by telephone or by mail and how to vote online during the Annual Meeting. The proxy materials are also available at www.proxyvote.com. 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 shares of our common stock are held by banks, brokers, stock plans or other holders of record (in “street name”), you should receive instructions from the holder of record detailing how to direct the voting of your shares. Internet and/or telephone voting will also be offered to stockholders holding shares in street name.

Due to the public health impact of the ongoing coronavirus (COVID-19) pandemic, we have made the decision that this year’s Annual Meeting will be virtual only. The health and well-being of our employees, stockholders and partners are of the utmost importance to us. The Annual Meeting will be conducted via live webcast. StockholdersThe Annual Meeting will be virtual only and stockholders will not be able to attend the Annual Meeting in person this year. Stockholders will be able to submit questions via the online platform before and during a portion of the Annual Meeting. You may submit questions prior to the Annual Meeting by logging onto www.proxyvote.comwith your 16-digit control number. You will be able to participate in the Annual Meeting online and submit questions in advance of the Annual Meeting or during the Annual Meeting at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 or by calling (844) 982-4103 (conference ID: 2470386) during the Annual Meeting and pressing “*” then “1”. You will also be able to vote your shares electronically. The proxy statement provides information on how to join the Annual Meeting online and about the business we plan to conduct. It is important that you retain a copy of the control number found on the proxy card or Notice of Internet Availability of Proxy Materials, as such number will be required in order for stockholders to gain access to any meeting held solely by means of remote communication.

FREQUENTLY ASKED QUESTIONS ABOUT

ATTENDING AND VOTING AT THE VIRTUAL ANNUAL MEETING

Where and when will the meeting be held?

The Annual Meeting will be held by means of a live webcast at www.virtualshareholdermeeting.com/MNRL2021MNRL2022 and will begin promptly at 1:12:00 p.m., Central time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:11:45 p.m.a.m., Central time, and you should allow ample time for the check-in procedures. We encourage you to visit www.virtualshareholdermeeting.com/MNRL2021MNRL2022 in advance of the meeting to familiarize yourself with the online access process and update your devices as appropriate. The virtual Annual Meeting platform is fully supported across browsers and devices that are equipped with the most updated version of applicable software and plugins. You should verify your internet connection prior to the meeting. Additionally, you should allow sufficient time after logging in to ensure that you can hear streaming audio prior to the start of the Annual Meeting.

Do I need a ticket to attend the Annual Meeting?

You may participate in the Annual Meeting by logging onto www.virtualshareholdermeeting.com/MNRL2021MNRL2022 beginning at 12:11:45 p.m.a.m., Central time, and entering the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials that accompanied your proxy materials.

What if I encounter technical difficulties during the Annual Meeting?

If you encounter difficulty with the Annual Meeting virtual platform during the sign-in process or at any time during the Annual Meeting, you may utilize technical support provided by the Company through Broadridge Financial Solutions, Inc. (“Broadridge”). Technical support information is provided on the sign-in page for all stockholders. If you have difficulties accessing the virtual Annual Meeting during check-in or during the Annual Meeting, please call the technical support number listed on the Annual Meeting sign-in page. We will have technicians ready to assist you with any technical difficulties you may have.

Will I be able to ask questions during the Annual Meeting?

Stockholders will have substantially the same opportunities to participate in our virtual Annual Meeting as they would have at an in-person meeting. Stockholders will be able to submit questions via the online platform before and during a portion of the Annual Meeting. You may submit questions by signing into the virtual meeting platform at www.virtualshareholdermeeting.com/MNRL2021MNRL2022, typing a question into the “Ask a Question” field, and clicking submit. You may submit questions prior to the Annual Meeting by logging onto www.proxyvote.com with your 16-digit control number. You may also ask questions during the Annual Meeting by calling (844) 982-4103 (conference ID: 2470386) and pressing “*” then “1”. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. If we receive substantially similar questions, we will group them together. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at https://investors.brighamminerals.com. The questions and answers will be available as soon as practicable after the meeting and will remain available until we file our 20222023 Proxy Statement.

What am I being asked to vote on?

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

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. As of the date of this proxy statement, management of the Company is not presently aware of any other business to properly come before the Annual Meeting.

What are the Board’s recommendations?

The Board recommends that you vote as follows:

If any other matters properly come before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such recommendation, in accordance with the judgment of the proxy holder.

Who may vote?

Holders of our Class A common stock and our Class B common stock (together, our “common stock”) recorded in our stock register at the close of business on March 29, 202128, 2022 (the “record date”) may vote at the Annual Meeting. As of the record date, there were 44,106,70049,134,356 shares of our Class A common stock and 13,056,11110,597,830 shares of our Class B common stock outstanding.

How many votes do I have?

Holders of our Class A common stock and our Class B common stock are voting together as a single class on all items in this proxy statement. A holder of our common stock will have one vote for each outstanding share of our common stock owned as of the record date by that holder.

How do I vote?

Your vote is important. You may vote online during the Annual Meeting or by proxy. We recommend you vote by proxy even if you plan to attend the Annual Meeting online. You may always change your vote during

the Annual Meeting if you are a holder of record or have a proxy from the record holder. Giving us your proxy means that you authorize us to vote your shares of our common stock during the Annual Meeting in the manner you indicated on your proxy card. You may also provide your proxy using the Internet or telephone procedures described on the proxy card.

You may vote for each director nominee under Proposal 1 (election of directors) and, for or against the proposal under Proposal 2 (ratification of appointment of the independent registered public accounting firm), for or against the proposal under Proposal 3 (Say-on-Pay), “ONE YEAR,” “TWO YEARS” or “THREE YEARS” for the interval under Proposal 4 (frequency of Say-on-Pay votes) or you may abstain from voting on these items.

If you properly execute and submit your proxy but do not specify how to vote, your shares will be voted in accordance with the recommendations of the Board: FOR the election to the Board of each of the director nominees named in Proposal 1, and FOR Proposal 2.2, FOR Proposal 3 and ONE YEAR for Proposal 4.

What constitutes a quorum?

To carry on the business of the Annual Meeting, we must have a quorum. This means that the holders of a majority of our outstanding common stock entitled to vote at the Annual Meeting must attend the Annual Meeting online or by proxy for the transaction of business.

Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary authority and have not received instructions as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes.

PROPOSAL 1: ELECTION OF DIRECTORS

At the recommendation of the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), the Board has nominated the following individuals for election as Class IIIII directors of the Company, to serve for three-year terms beginning at the Annual Meeting and expiring at the 20242025 Annual Meeting of the Stockholders of the Company, or until their successor is duly appointed or elected and qualified or until their earlier death, resignation or removal:

Mr. Jon-Al DuplantierBen M. “Bud” Brigham

Ms. Gayle Lee Burleson

Mr. Robert M. RoosaJohn R. “J.R.” Sult

Ms. Burleson and Messrs. DuplantierBrigham and RoosaSult currently serve as members of the Board. If Ms. Burleson and Messrs. DuplantierBrigham and RoosaSult are elected to the Board, the size of the Board will remain at tennine members. Biographical information for each director nominee is set forth under “Directors and Executive Officers” below. As previously disclosed, Mr. Harold D. Carter has decided not to stand for re-election and will not be a director effective as of the conclusion of the Annual Meeting when his current term expires. The members of our Board and the Nominating and Governance Committee have not nominated a replacement at this time. Accordingly, if Messrs. Duplantier and Roosa are elected at the Annual Meeting, we will have one vacant Board position until the Board and the Nominating and Governance Committee elect a new director or choose to reduce the size of the Board to nine members.

The Board has no reason to believe that Ms. Burleson and Messrs. DuplantierBrigham and RoosaSult will not be candidates for director at the time of the Annual Meeting or will be unable to serve as directors if elected. If Ms. Burleson, Mr. DuplantierBrigham or Mr. RoosaSult becomes unavailable or unwilling to accept nomination or election, either the number of directors on the Board will be reduced or the persons acting under the proxy will vote pursuant to discretionary authority, unless withheld, for the election of a substitute nominee that the Board recommends.

Vote Required

Under our bylaws, directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the nominees with the most votes are elected. Abstentions (withholding a vote) and broker non-votes will not affect the outcome of the vote on this item.

Recommendation of the Board

The Board unanimously recommends that stockholders vote FOR the election to the Board of each of the Class IIIII director nominees listed above.

DIRECTORS AND EXECUTIVE OFFICERS

After the Annual Meeting, assuming the stockholders elect to the Board the director nominees set forth in “Proposal 1: Election of Directors” above, the Board will be, and the executive officers of the Company are, as follows:

The Board currently consists of tennine directors. Our Amended and Restated Certificate of Incorporation (our “certificate of incorporation”) and our bylaws provide that the authorized number of directors may be changed only by resolution of the Board. The Board is currently divided into three classes serving staggered three-year terms. Messrs. Keenan, Langford, Levy and Stoneburner are designated as Class I directors and their terms of office will expire in 2023. Ms. Hock and Messrs. Carter, Duplantier and Roosa are designated as Class II directors their terms of office will expire in 2024. Ms. Burleson and Messrs. Brigham and Sult are designated as Class III directors and, assuming the stockholders elect Ms. Burleson and Messrs. DuplantierBrigham and RoosaSult to the Board as set forth in “Proposal 1: Election of Directors” above, Mr. Duplantier’sMs. Burleson and Mr. Roosa’sMessrs. Brigham and Sult’s terms of office will expire in 2024. As previously disclosed, Mr. Carter, a director since 2013 and a member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, has decided not to stand for re-election, and will not be a director effective as of the conclusion of the Annual Meeting when his current term expires. Messrs. Brigham and Sult and Ms. Clark are designated as Class III directors and their terms of office expire in 2022.2025. Each director holds office until the next annual meeting of stockholders for the election of directors of such director’s class or until such director’s successor has been duly appointed or elected and qualified or, if earlier, such director’s death, resignation, retirement, disqualification or removal.

In connection with our initial public offering in April 2019 (the “IPO”), we entered into a stockholders’ agreement with certain affiliates of Warburg Pincus LLC (“Warburg Pincus”), Yorktown Partners LLC (“Yorktown”) and Pine Brook Road Advisors, LP (“Pine Brook” and, together with Yorktown, our “Sponsors”). Subsequent to our September 2020 secondary offering (the “September 2020 Offering”) pursuant to which Warburg Pincus subsequently sold all of its shares of our common stock, while Yorktown sold a portion of its shares of our common stock. As a result of Warburg Pincus no longer owning any shares of our common stock and Yorktown holding a reduced ownership percentage, each of Warburg Pincus and Yorktown ceased to have any rights under the Stockholders’ Agreement. The Stockholders’ Agreement provides the SponsorsPine Brook with the right to designate a certain number of nominees to the Board so long as the Sponsorsit and theirits respective affiliates collectively beneficially own a specified amount of the outstanding shares of our Class A common stock and Class B

Set forth below is a description of the backgrounds of our executive officers, directors and director nominees, including, if applicable, the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director for the Company.

Ben M. “Bud” Brigham—Executive Chairman and Director. Mr. Brigham is our founder and has served as our Executive Chairman since our inception in November 2012. Mr. Brigham is currently involved in various business ventures including Anthem Ventures, LLC, a family office, Brigham Exploration Company (the second entity founded by Mr. Brigham with such name), a non-operated oil and gas company focused on the Permian Basin, and Atlas Sand Company, LLC, a sand reserve holding company. Mr. Brigham also currently serves as the Executive Chairman of both Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P. In addition to founding the Company in 2012, Mr. Brigham also founded Brigham Resources Operating, LLC (“Brigham Operating”) and Brigham Resources Midstream, LLC in 2012 and served as Chairman until the sale of substantially all of their assets to Diamondback Energy, Inc., a hydrocarbon exploration company, in February 2017. Mr. Brigham formed the initial Brigham Exploration in 1990 and served as its President and Chief Executive Officer and Chairman of its board until its sale to Statoil in December 2011. Prior to founding Brigham Exploration in 1990, Mr. Brigham served for six years as an exploration geophysicist with Rosewood Resources, an oil and gas company, and as a seismic data processing geophysicist for Western Geophysical, a petroleum exploration company. Mr. Brigham earned a Bachelor of Science in Geophysics from the University of Texas. Mr. Brigham has served on the National Petroleum Council, the American Association of Petroleum Geologists, the Society of Exploration Geophysicists, the Independent Producers Association of America, the Society of Independent Professional Earth Scientists and The Bureau of Economic Geology Visiting Committee. Mr. Brigham was inducted into the All American Wildcatters in April 2012 and the University of Texas Chancellor’s Council Executive Committee in April 2015.

Mr. Brigham was selected to serve on the Board due to his knowledge of the industry and leadership of our company since its inception.

Robert M. Roosa—Chief Executive Officer and Director. Robert M. Roosa has served as our President since our inception in November 2012, as our Chief Executive Officer since July 2017 and as a director of the Company since May 2018. Mr. Roosa served as the President of Anthem Ventures, LLC, a family office, and assisted Mr. Brigham with a number of family ventures between January 2012 and January 2017. Mr. Roosa served various roles, including Director of Finance and Investor Relations, while at Brigham Exploration from 2006 until its sale to Statoil in December of 2011. From 2000 to 2006, Mr. Roosa held a series of positions at Exxon Mobil Corporation, an oil and gas company, in the Corporate Treasurer’s Department. Prior to 2000, Mr. Roosa worked for Cooper Industries, an electrical products manufacturing company, in its Corporate Controllers and Audit Groups and with the accounting firm Deloitte & Touche LLP in its audit function. Mr. Roosa graduated from Southern Methodist University with a Master of Business Administration in 2000 and from the University of Texas at Austin with a Bachelor of Business Administration in 1992.Administration.

Mr. Roosa was selected to serve on the Board due to his knowledge of the industry and leadership of our company since its inception.

Blake C. Williams—Chief Financial Officer. Blake C. Williams has served as our Chief Financial Officer since July 2017. Mr. Williams previously served as Director of Finance and Marketing for Brigham Operating from January 2015 to June 2017 and as Corporate Finance Associate from January 2013 to December 2014. He was responsible for all aspects of corporate finance, including capital budgeting, financial analysis and acquisition evaluation, as well as midstream strategy and marketing. From 2008 to 2012, Mr. Williams was a

Kari A. Potts—Vice President, General Counsel, Compliance Officer and Secretary. Kari A. Potts has served as our Vice President, General Counsel and Secretary since January 2020 and our Compliance Officer since May 2020. Previously, Ms. Potts served as Senior Legal Counsel at Equinor (formerly named Statoil), an international energy company, from December 2011 to January 2020. While at Equinor, Ms. Potts provided legal advice with respect to corporate governance, human resources, antitrust issues, upstream oil and gas operations, regulatory compliance, corporate financing and investment transactions, and other matters associated with Equinor’s activities in the United States. Prior to Equinor, Ms. Potts served as General Counsel and Corporate Secretary at Brigham Exploration Company from July 2010 until its sale to Equinor in December 2011. Ms. Potts was responsible for the legal affairs of the company and advised on a broad range of matters, including corporate financing transactions, risk management, securities law compliance, human resources and corporate governance. Prior to joining Brigham Exploration Company in 2010, Ms. Potts was a partner at the law firm of Thompson & Knight LLP where she advised clients on public and private debt and equity transactions, mergers and acquisitions, securities law compliance and corporate governance. Ms. Potts received a Doctor of Jurisprudence from The University of Texas School of Law and a Bachelor of Arts from The University of Texas at Austin.

Harold D. Carter—DirectorGayle L. Burleson —Director. . Harold D. CarterGayle L. Burleson has served as a director of the Company since 2013. Mr. Carter has over 50 yearsJanuary 2022. Ms. Burleson currently serves on the board and on the audit committee of oil and gas industry experience and has been an independent consultant since 1990. Prior to consulting, Mr. CarterSelect Energy Services, Inc (NYSE: WTTR). Ms. Burleson previously served on the audit committee of privately held Chisholm Energy Holdings, LLC. Ms. Burleson was most recently with Concho Resources Inc. (NYSE: CXO) as Executivethe Senior Vice President of Pacific Enterprises Oil Company (USA), an oilBusiness Development and gas company. BeforeLand and held that Mr. Carterposition until Concho’s acquisition by ConocoPhilips (NYSE: COP) in January 2021. She was employed for 2015 years by the oilat Concho Resources in various roles and gas company Sabinecapacities with ever increasing leadership responsibilities. Prior to joining Concho Resources, Ms. Burleson served in a number of engineering and operations positions with BTA Oil Producers, Mobil Oil Corporation, ultimately serving as President and Chief Operating Officer from 1986 to 1989. Mr. Carter was a founding partner in Brigham ExplorationParker & Parsley Petroleum Company, and was a director from 1997 until 2011 when the company was sold to Statoil. Mr. Carter served as a director of Longview Energy Company, a private exploration and production company, and serves as a board observer on the board of directors of Abraxas Petroleum Corporation (NASDAQ: AXAS). He currently is Vice Chairman of the Board of Trustees of The Texas Scottish Rite Hospital for Children. Also, he is a former President of the American Association of Professional Landmen and the Dallas Petroleum Club. HeExxon Corporation. Ms. Burleson received a Bachelor of Business Administrationher B.S. in Petroleum Land Management from the University of Texas at Austin and completed the Program for Management Development at the Harvard University Business School.

Mr. Carter was selected to serve on the Board due to his experience in the energy industry and in particular, the minerals sector. Mr. Carter has decided not to stand for re-election and will not be a director effective as of the conclusion of the Annual Meeting when his current term expires.

Carrie P. Clark—Director. Carrie P. Clark has served as a director of the Company since February 2020. Ms. Clark is currently Executive Vice President, Chief Administrative Officer and General Counsel of University Lands, developing and managing legal and land management strategy for over 2.1 million acres of fee lands in Texas to generate oil and gas royalty and surface revenue for the benefit of the University of Texas and Texas A&M University Systems. Prior to that role, she served as Senior Vice President, Land and General Counsel of University Lands from 2015 to 2020. From 2014 to 2015, Ms. Clark served as Deputy General Counsel of Talos Energy Inc., a leading offshore energy company focused on oil and gas exploration and production in the Gulf of Mexico and offshore Mexico. From 2011 to 2015, Ms. Clark served as Vice President, Land and Legal for the oil and gas company EnerVest Operating, LLC, where she led a large, diverse team of land and legal professionals in supporting the ownership, operation and management of EnerVest’s oil and gas assets in North America. From 2008 to 2011, Ms. Clark served as Assistant General Counsel and Corporate Secretary for a wholesale generation and transmission electric cooperative structured as a 501(c)(3), which provided power supply planning and approximately $1 billion in annual electricity sales to rural Texans across much of the state. From 1998 to 2008, Ms. Clark served as landman and attorney at Shell Oil Company in New Orleans and Houston. Ms. Clark

serves on the Compensation CommitteeBlanton Museum of Antero Midstream Corporation (NYSE:AM). In addition, he is serving or has served as a directorArt National Leadership Board, The University of multiple Yorktown Partners portfolio companies. Mr. Keenan holds a BachelorTexas at Austin McCombs MBA Advisory Board, and The University of Arts degree cum laudeAustin Board of Advisors. Ms. Hock previously held senior management positions in the software industry, including IBM’s WebSphere Software Services business. Ms. Hock received her B.S. in Computer Science and Electrical Engineering from Harvard Collegethe Massachusetts Institute of Technology, and a Masterher M.B.A from the University of Business Administration degree from Harvard University.Texas in Austin.

Mr. KeenanMs. Hock was selected to serve on the Board due to hisher finance and investment experience as a private investor, as well as her public service involvement in the energy industry.communities that Brigham serves.

A. Lance Langford—Director. A. Lance Langford has served as a director of the Company since August 2020. Mr. Langford has over 30 years of oil and gas industry experience. He is the CEO of Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P. Previously, he was the CEO, Co-Founder, and director of Luxe Energy LLC and Luxe Minerals LLC from 2015 to 2020. Prior to that, he served as Senior Vice President for Equinor (formerly named Statoil) from 2011 to 2015. From 1995 to 2011, Mr. Langford built and led Brigham Exploration Company’s (NASDAQ: BEXP) engineering, operations, marketing, and midstream departments ultimately serving as Executive Vice President—Operations at the time the company was purchased by Statoil. Additionally, Mr. Langford serves as a director of Atlas Sand Company, LLC. He started his engineering career with Burlington Resources from 1987 to 1995. Mr. Langford earned a Bachelor of Science in Petroleum Engineering from Texas Tech University.

Mr. Langford was selected to serve on the Board due to his management and petroleum engineering experience in the energy industry.

James R. Levy—Director. James R. Levy has served as a director of the Company since 2013. Mr. Levy is a former Managing Director and Partner at Warburg Pincus, where over a 15-year career he focused on investments in the energy industry. Prior to joining Warburg Pincus, he worked as an Associate at Kohlberg &

Mr. Stoneburner was selected to serve on the Board due to his management and geologic experience in the energy industry.

John R. “J.R.” Sult—Director. J.R. Sult has served as a director of the Company since May 2018. Mr. Sult also serves on the Board of Directors of Vistra Corp., joining in April 2018 following its acquisition of Dynegy Inc. where Mr. Sult previouslyhas served on the Board of Directors and as the chairman of the audit committee from October 2012 to April 2018. Mr. Sult also previously served on the board of directors and as the chairman of the audit committee of Jagged Peak Energy Inc. from January 2017 until its merger with Parsley Energy Inc. in January 2020. In addition to his service onseveral public company boards as described below. Mr. Sult served as Executive Vice President and Chief Financial Officer of Marathon Oil Corporation from September 2013 until August 2016. Prior to Marathon, heHe was a member of the executive leadership teamExecutive Vice President and Chief Financial Officer of El Paso Corporation (“El Paso”) from November 2005March 2010 until May 2012 ultimately servingwhere he previously served as ExecutiveSenior Vice President and Chief Financial Officer.Officer from November 2009 until March 2010, and as Senior Vice President and Controller from November 2005 until November 2009. Mr. Sult also served as Executive Vice President, Chief Financial Officer and director of El Paso Pipeline GP Company, L.L.C., the general partner of El Paso Pipeline Partners, L.P., during his tenure atfrom July 2010 until May 2012, where he previously served as Senior Vice President and Chief Financial Officer from November 2009 until July 2010, and as Senior Vice President, Chief Financial Officer and Controller from August 2007 until November 2009. Mr. Sult also served as Chief Accounting Officer of El Paso.Paso and as Senior Vice President, Chief Financial Officer and Controller of El Paso’s Pipeline Group from November 2005 to November 2009. Prior to joining El Paso, Mr. Sult served as Vice President and Controller of Halliburton Energy Services, Inc. from August 2004 until October 2005. Prior to joining Halliburton, Mr. Sult managed an independent consulting practice that provided a broad range of finance and accounting advisory services and assistance to public companies in the energy industry. Prior to private practice, Mr. Sult was an audit partner with Arthur Andersen LLP. He graduated from Washington & Lee University with a Bachelor of Science with Special Attainments in Commerce. Mr. Sult served on the board of directors of Dynegy, Inc., where he served as the chairman of its audit committee, from October 2012 to April 2018, and joined the board of directors of Vistra Corp. (NYSE: VST) in April 2018 in connection with its acquisition of Dynegy, Inc. Mr. Sult also served on the board of directors of Jagged Peak Energy Inc. (NYSE: JAG), from January 2017 until its merger with Parsley Energy Inc. in January 2020, serving as the chairman of its audit committee.

Mr. Sult was selected to serve on the Board due to his experience in executive financial positions with large public companies and significant knowledge of accounting, capital structures, finance, financial reporting, strategic planning and forecasting. In addition, Mr. Sult’s qualification as an “audit committee financial expert” provides an essential skill set relevant to his service on the Board and as the chairman of the Audit Committee.

DIRECTOR SKILLS MATRIXAND QUALIFICATIONS

Our directors have a diversity of experience across a broad range of industries in the public and not-for-profit sectors. They bring to the Board a wide variety of skills, qualifications and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The matrix below summarizes key qualifications, skills and attributes our directors bring to the Board. As previously disclosed, Mr. Carter has decided not to stand for re-election and will not be a director effective as of the conclusion of the Annual Meeting when his current term expires. As such, Mr. Carter is not included in the below skills matrix.

CORPORATE GOVERNANCE MATTERS

Director Nomination Process

The following summary of our process for identifying and evaluating director candidates is subject to the terms of the Stockholders’ Agreement, which provides the SponsorsPine Brook with the right to designate a certain number of nomineesnominee to the Board so long as the Sponsorsit and theirits respective affiliates collectively beneficially own a specified amount of the outstanding shares of our Class A common stock and Class B common stock, taken as a single class. See “Certain Relationships and Related Party Transactions—IPO Related Agreements—Stockholders’ Agreement.”

Identifying Candidates

In recommending director nominees to the Board apart from those nominees designated pursuant to the Stockholders’ Agreement, the Nominating and Governance Committee solicits recommendations for potential director candidates from a number of sources, including our incumbent directors, our executive officers, executive search firms and others. In addition, the Nominating and Governance Committee will consider candidates submitted by stockholders as discussed in more detail below. Any such submissions should include the candidate’s name and qualifications for Board membership and should be directed to our Corporate Secretary at the address indicated on page 1 of this proxy statement. Although the Board does not require the stockholder to submit any particular information regarding the qualifications of the stockholder’s candidate, the level of consideration that the Nominating and Governance Committee will give to the stockholder’s candidate will be commensurate with the quality and quantity of information about the candidate that the nominating stockholder makes available to the Nominating and Governance Committee. The Nominating and Governance Committee will consider all candidates identified through the processes described above and will evaluate each of them on the same basis.

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders whether or not such nominee is submitted to and evaluated by the Nominating and Governance Committee. To nominate a director using this process, the stockholder must follow certain procedures required by our bylaws, which are described under “General Information—Advance Notice Required for Stockholder Nominations and Proposals.”

While the Board does not have a formal policy regarding the consideration of diversity in identifying director nominees, the Nominating and Governance Committee endeavors to achieve an overall balance of diversity of experiences, skills, attributes and viewpoints among our directors. To this end, based on the recommendation of the Nominating and Governance Committee and the unanimous approval of the Board, the Company appointed two independent female directors, Mmes. Burleson and Hock, to the Company’s Board in January 2022. The Nominating and Governance Committee believes that appointing directors with a diverse range of expertise, backgrounds and skillsets fosters robust and insightful discussion amongst directors and provides our management with an invaluable opportunity to learn from a variety of unique perspectives and experiences. The Nominating and Governance Committee regularly evaluates the composition of the Board utilizing a comprehensive director skills matrix that identifies directors’ and potential directors’ key qualifications, skills, attributes and diversity characteristics, and it believes it has achieved that balance through the representation on the Board of members having experience in the oil and gas industry, accounting and investment analysis, strategic planning, legal and corporate governance, communications and public policy and risk management, among other areas. The Nominating and Governance Committee does not discriminate based upon race, religion, sex, national origin, age, disability, citizenship or any other legally protected status.

Evaluating Candidates

The members of the Nominating and Governance Committee are responsible for assessing the skills and characteristics of candidates for election to the Board, as well as the composition of the Board as a whole, subject to the terms of the Stockholders’ Agreement. This assessment will include the qualifications under applicable

independence standards and other standards applicable to the Board and its committees, as well as consideration of the candidate’s skills and experience in the context of the needs of the Board. Although the Nominating and Governance Committee has not adopted specific minimum qualifications that must be met by candidates recommended by it, in evaluating director candidates, the Nominating and Governance Committee and the Board consider the following:

Based on this initial evaluation, the Nominating and Governance Committee will determine whether to interview the candidate, and, if warranted, will recommend that one or more of its members and senior management, as appropriate, interview the candidate in person or by telephone. After completing this evaluation and interview process, the Nominating and Governance Committee recommends to the Board a slate of director nominees for election at the next annual meeting of stockholders or for appointment to fill vacancies on the Board, subject to the terms of the Stockholders’ Agreement. Prior to recommending to the Board that an incumbent director be nominated for election as a director at the next annual meeting of stockholders, the Nominating and Governance Committee considers and reviews, among other things, the director’s contributions as a Board member and the benefit that results from increasing insight and experience developed over a period of time, subject to the terms of the Stockholders’ Agreement.

Annual Performance Evaluation of the Board

The Nominating and Governance Committee leads an annual evaluation of the performance and effectiveness of the Board and each committee also conducts an annual evaluation of the performance and effectiveness of the committee. The purpose of the evaluations is to track progress from year-to-year and to identify ways to enhance the effectiveness of the Board and its committees. As part of the evaluation, each director completes a written questionnaire developed by the Nominating and Governance Committee to provide feedback on the effectiveness of the Board and each committee on which the director serves. The collective comments of the directors are compiled by the Nominating and Governance Committee and presented to the full Board and each of the committees for discussion.

Director Independence

The Board has reviewed the independence of our directors using the independence standards of the NYSE. Under rules adopted by the NYSE, no Board member qualifies as independent unless (i) the Board affirmatively determines that the director has no material relationship with us and (ii) the director is not disqualified from being independent as set forth therein. In evaluating each director’s independence, the Board considers all relevant facts and circumstances in making a determination of independence. In particular, when assessing the materiality of a director’s relationship with us, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation.

In its determination of independence, the Board reviewed and considered all relationships and transactions between each director, such director’s family members or any business, charity or other entity in which such director has an interest, on the one hand, and we, our affiliates, or our senior management has an interest, on the other. The Board considered the relationships and transactions in the context of the NYSE’s objective listing standards and the additional standards established for members of audit, compensation and governance committees. As a result of this review, the Board affirmatively determined that each of Messrs. Duplantier, Keenan, Langford, Levy, Stoneburner and Sult and Ms. Clarkeach of Mmes. Burleson and Hock are independent within the meaning of the NYSE listing standards currently in effect. Messrs. Brigham and Roosa are not independent because of their concurrent service as members of our senior management.

In addition, with respect to our committee composition, subsequent to the Annual Meeting, our the Board affirmatively determined that Messrs. Langford, Levy and Sult and Ms. ClarkBurleson are independent within the additional standards for audit committee membership under the rules of the Securities and Exchange Commission (the “SEC”) and that Messrs. Duplantier, Levy, Stoneburner and Sult are independent within the additional standards for compensation committee membership under the rules of the SEC.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which describe the Board’s view on a number of governance topics, in accordance with the corporate governance rules of the NYSE. Our Corporate Governance Guidelines can be found on our website at the location referred to below under “—Website Availability of Certain Documents.”

Corporate Code of Business Conduct and Ethics

The Board has adopted a Corporate Code of Business Conduct and Ethics applicable to our employees, directors and officers in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by the Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any amendments to, or waivers of, certain provisions of this code will be posted on our website at the location referred to below under “—Website Availability of Certain Documents.”

Board Leadership

Separation of Offices of Chairman of the Board and Chief Executive Officer

The offices of Chairman of the Board and Chief Executive Officer are currently separate and have been separate since our inception in November 2012. Mr. Brigham, who serves as Chairman of the Board, has the title of Executive Chairman, and Mr. Roosa serves as our Chief Executive Officer.

The Board does not have a policy requiring either that the positions of the Chairman of the Board and the Chief Executive Officer should be separate or that they should be occupied by the same individual. The Board believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination on the matter when it elects a new chief executive officer or during times of transition. The Board believes that this structure enables it to fulfill its oversight role in determining the manner in which its leadership is configured with a view toward flexibility and maintaining a structure that best serves our Company and its stockholders.

The Board believes that the separation of the two roles continues to provide, at present, the best balance of these important responsibilities with the Chairman directing Board operations and leading oversight of the Chief Executive Officer and management, and the Chief Executive Officer focusing on developing and implementing the Company’s Board-approved strategic vision and managing its day-to-day business. The Board believes that

sessions with only independent directors present, helps strengthen the Board’s independent oversight of management and provides an opportunity for the Board members to have more direct input to management in shaping the organization and strategy of the Company.

The Board’s Role in Risk Oversight

The Board is actively involved in the oversight of risks that could impact the Company, and risk oversight is the responsibility of the full Board. Management is responsible for developing and implementing our program of enterprise risk management. Pursuant to the Audit Committee charter, the Audit Committee has been designated to take the lead in overseeing our risk management process. Accordingly, the Audit Committee meets periodically with management to review our significant financial risk exposures and the steps management has taken to monitor and control those exposures. The Audit Committee also monitors our policies and guidelines concerning risk assessment and risk management. In this role, the Audit Committee receives reports from management and other advisors and analyzes our risk management process and system, the nature of the material risks we face and the adequacy of our policies and procedures designed to respond to and mitigate these risks.

The Compensation Committee is responsible for overseeing the assessment of risks related to the Company’s compensation policies and programs. The Nominating and Governance Committee is responsible for oversight of the Company’s corporate governance programs, including reviewing the Corporate Governance Guidelines.

Hedging Policy

Our Insider Trading Policy prohibits all company insiders, which includes our directors, executive officers and employees designated as insiders as a result of their positions or responsibilities, from (i) trading in Company options, warrants, stock appreciation rights, convertible notes or similar derivative instruments; (ii) purchasing securities on margin; or (iii) short-term trading of Company securities.

Executive Succession Planning

The Nominating and Governance Committee meets periodically to discuss succession planning, including the qualities and characteristics necessary for an effective Chief Executive Officer and development and progression of potential candidates, and consults with the Chief Executive Officer on senior management succession planning.

Director Attendance

Last year, the Board met formally 2223 times, the Compensation Committee met formally 1113 times, and both the Audit and the Nominating and Governance Committees eachCommittee met formally six12 times and the Audit Committee met formally nine times. Each of our then-current directors attended more than 75% of the meetings of the Board and the committees on which such director served during the period of such director’s service. In addition to the formal meetings of the Board and its committees, the Board met informally frequently, both with management of the Company and without, throughout the year.

Directors are strongly encouraged, but not required, to attend annual meetings of stockholders. We anticipate that nearly all of our directors will attend the Annual Meeting.

Board Organization and Committees

The Board oversees the management of the Company’s business and affairs and, subject to the terms of the Stockholders’ Agreement, designates committees to help carry out its duties. The Nominating and Governance Committee considers whether to recommend the selection and designation of a lead director to the Board. At this

Committee and Nominating and Governance Committee) and their members as of the date of this proxy statement, as well as the number of meetings each committee held during the last year. The Board may also establish such other committees as it determines necessary or advisable from time to time.

Messrs. Brigham, Duplantier, Langford and Roosa do not currently serve on any standing committees, however, after the Annual Meeting, Mr. Duplantier will serve on both the Compensation and Nominating and Governance Committees and Mr. Langford will serve on the Audit Committee. The following table sets forth the members of each of the standing committees of the Board after the Annual Meeting, assuming the stockholders elect to the Board the director nominees set forth in “Proposal 1: Election of Directors.”

Our Corporate Governance Guidelines provide that the independent directors will meet in regularly scheduled executive sessions without management at least once a year.

Audit Committee

The Audit Committee currently consists of three directors, Messrs. Carter and Sult and Ms. Clark. After the Annual Meeting, the Audit Committee will consist of four directors, Messrs. Langford, Levy and Sult and Ms. Clark.Burleson. The Board has determined that Messrs. Carter, Langford, Levy and Sult and Ms. ClarkBurleson are each independent under the rules of the NYSE and under Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Mr. Sult is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

Compensation Matters

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may delegate some or all of its authority to the chair of the Compensation Committee, any member of the Compensation Committee or any subcommittee as it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, independent consultants or advisors and such other persons as the Compensation Committee may deem necessary or appropriate.

The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the executive officers, evaluates the performance of the Chief Executive Officer and the other executive officers at least annually in light of those goals and objectives and determines the executive officers’ compensation level based on this evaluation. In determining any element of the executive officers’ compensation, the Compensation Committee may consider, among other things, the Company’s performance and relative stockholder return, the value of similar compensation to individuals in similar positions at comparable companies and the awards given to the executive officers in past years. The evaluation of the performance of the executive officers other than the Chief Executive Officer, and the determination of such executive officers’ compensation, may be done in consultation with the Chief Executive Officer.

The Compensation Committee has the sole authority to retain, amend the engagement with and terminate any compensation consultant as the Compensation Committee deems necessary or appropriate in carrying out its duties. The Compensation Committee also has the sole authority to approve the consultant’s fees, and the Company must provide for appropriate funding for payment of the consultant’s fees as determined by the Compensation Committee.

Nominating and Governance Committee

The Nominating and Governance Committee currently consists of four directors, Messrs. Carter, Keenan, Levy andDuplantier, Langford, Stoneburner and after the Annual Meeting, will consist of Messrs. Duplantier, Keenan and Stoneburner

Stockholder List

In accordance with the Delaware General Corporation Law, the Company will maintain at its corporate offices in Austin, Texas a list of the stockholders entitled to vote at the Annual Meeting. The list will be open to the examination of any stockholder, for purposes germane to the Annual Meeting, during ordinary business hours for ten days before the Annual Meeting. The list will also be available virtually for inspection by any stockholder present at the Annual Meeting.

Website Availability of Certain Documents

A copy of our 20202021 Annual Report on Form 10-K (the “2020“2021 Form 10-K”) has been posted on the Internet, along with this proxy statement, to all stockholders entitled to notice of and to vote at the Annual Meeting. The 20202021 Form 10-K is not incorporated by reference into this proxy statement and is not considered proxy-soliciting material. We will mail without charge a copy of the 20202021 Form 10-K, including the financial statements and any schedules thereto, upon written request to our General Counsel at:

Brigham Minerals, Inc.

5914 W. Courtyard Drive, Suite 200

Austin, Texas 78730

Attention: General Counsel

The charters of the Audit Committee, Compensation Committee and Nominating and Governance Committee, as well as our Corporate Governance Guidelines and our Corporate Code of Business Conduct and Ethics, can be found on our website at http://investors.brighamminerals.com/investors/governance and are also available in print without charge upon written request to our General Counsel at the address above. The Company also intends to disclose any amendments or waivers to its Corporate Code of Business Conduct and Ethics via its website at http://investors.brighamminerals.com. Unless specifically stated herein, documents and information on our website are not incorporated by reference in this proxy statement.

Brigham LLC Agreement

The Company is a holding company and is the sole managing member of Brigham LLC. As of December 31, 2020,2021, the Company’s sole material asset consists of units representing membership interests in

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that employed as an executive officer any member of the Board or the Compensation Committee and no member of the Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company, except that Mr. Langford, a member of the Board, is Chief Executive Officer of Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P. and Mr. Brigham, our Executive Chairman and a member of the Board, is Executive Chairman of the board of directors of Langford Energy Partners I, LLC and Brigham Oil & Gas, L.P. Mr. Langford did not have any relationship with the Company requiring disclosure under Item 404 of Regulation S-K, nor is any such relationship currently contemplated.

Director Compensation

We believe that attracting and retaining qualified non-employee directors will be critical to the future value growth and governance of the Company. We also believe that a significant portion of the total compensation package for our non-employee directors should be equity-based to align the interest of directors with our stockholders. Accordingly, we have a comprehensive director compensation policy for our non-employee directors, which consists of:

Under the 2019 Plan, non-employee directors may be granted awards, including stock options, restricted stock awards, restricted stock units and cash awards. In May 2020, we granted each non-employee director then in office an award of 10,598 restricted stock units subject to time-based vesting (“RSUs”), which award represents the annual equity-based award described above from the date of grant until the next annual grant in 2021. Additionally, in December 2020, we determined pro-rated grants should be issued to directors for the time period between the date of their appointment until the next annual award. As such, we granted (i) Ms. Clark an award of 2,425 RSUs which award represents the pro-rated portion (approximately 25%) of the annual equity-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our Class A common stock and our Class B common stock that, as of March 29, 2021,28, 2022, is owned by:

Unless otherwise noted, all information with respect to beneficial ownership has been furnished by the respective five percent or more stockholders, directors or named executive officers, as the case may be. The applicable percentages of shares beneficially owned are based on 44,106,70049,134,356 shares of our Class A common stock and 13,056,11110,597,830 shares of our Class B common stock outstanding as of March 29, 2021.28, 2022. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o Brigham Minerals, Inc., 5914 W. Courtyard Dr., Suite 200, Austin, Texas 78730.

Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. (“Yorktown IX”). Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. As a result, Yorktown IX Associates LLC may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the common stock owned by Yorktown IX. Yorktown IX Company LP and Yorktown IX Associates LLC disclaim beneficial ownership of the common stock held by Yorktown IX in excess of their pecuniary interest therein. W. Howard Keenan, Jr. is a manager of Yorktown IX Associates LLC. Mr. Keenan disclaims beneficial ownership of the common stock held by Yorktown IX. None of

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Historical Transactions with Affiliates

The Company is party to a services agreement with RS Energy Group, which provides the Company with certain software and services that assist in evaluating the acquisition of mineral interests. Warburg Pincus owned a controlling stake in RS Energy Group until February 2020. The service fees incurred under this agreement were $0.1 million for the year ended December 31, 2020.

IPO Related Agreements

Brigham LLC Agreement

The following summary of the Brigham LLC Agreement does not purport to be complete and is qualified by reference to the agreement, which has been filed with the SEC and may be obtained from the Corporate Secretary at the address indicated on page 1 of this proxy statement.

Pursuant to the terms of the Brigham LLC Agreement, each Brigham Unit Holder (other than the Company) has, subject to certain limitations, the right, pursuant to the Redemption Right, to cause Brigham LLC to acquire all or a portion of its Brigham LLC Units for, at Brigham LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each Brigham LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (ii) an equivalent amount of cash. Our decision to make a cash payment upon a Brigham Unit Holder’s redemption election must be made by our independent directors (within the meaning of the NYSE and Rule 10A-3 promulgated under the Exchange Act) who do not own Brigham LLC Units that are subject to such redemption. Alternatively, upon the exercise of the Redemption Right, Brigham Minerals (instead of Brigham LLC) has the right, pursuant to the Call Right, to, for administrative convenience, acquire each tendered Brigham LLC Unit directly from the redeeming Brigham Unit Holder for, at its election, (i) one share of Class A common stock or (ii) an equivalent amount of cash. In connection with any redemption of Brigham LLC Units pursuant to the Redemption Right or acquisition pursuant to our Call Right, the corresponding number of shares of Class B common stock will be cancelled. The Brigham Unit Holders will be permitted to redeem their Brigham LLC Units (and a corresponding number of shares of Class B common stock) for shares of our Class A common stock on a quarterly basis, subject to certain de minimis allowances. In addition, any redemptions involving 952,000 or more Brigham LLC Units (subject to the discretion of Brigham Minerals to permit redemptions of a lower number of units) may occur at any time. As the Brigham Unit Holders redeem their Brigham LLC Units, our membership interest in Brigham LLC will be correspondingly increased, the number of shares of Class A common stock outstanding will be increased, and the number of shares of Class B common stock outstanding will be reduced.

Under the Brigham LLC Agreement, subject to the obligation of Brigham LLC to make tax distributions and to reimburse Brigham Minerals for its corporate and other overhead expenses, Brigham Minerals will have the right to determine when distributions will be made to the holders of Brigham LLC Units and the amount of any such distributions. If Brigham Minerals authorizes a distribution, such distribution will be made to the holders of Brigham LLC Units on a pro rata basis in accordance with their respective percentage ownership of Brigham LLC Units.

The holders of Brigham LLC Units, including Brigham Minerals, generally incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Brigham LLC and are allocated their proportionate share of any taxable loss of Brigham LLC. Net profits and net losses of Brigham LLC generally are allocated to holders of Brigham LLC Units on a pro rata basis in accordance with their respective percentage ownership of Brigham LLC Units, except that certain non-pro rata adjustments are required to be made to reflect built-in gains and losses and tax depletion, depreciation and amortization with respect to such built-in gains and losses. The Brigham LLC Agreement provides, to the extent cash is available, for pro rata

stock or any other equity security, the net proceeds received by Brigham Minerals with respect to such issuance, if any, shall be concurrently invested in Brigham LLC, and Brigham LLC shall issue to Brigham Minerals one Brigham LLC Unit or other economically equivalent equity interest. Conversely, if at any time any shares of Brigham Minerals’ Class A common stock are redeemed, repurchased or otherwise acquired, Brigham LLC shall redeem, repurchase or otherwise acquire an equal number of Brigham LLC Units held by Brigham Minerals, upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.

Under the Brigham LLC Agreement, the members have agreed that certain entities affiliated with Yorktown and Pine Brook, Brigham Minerals’ management and its other investors (collectively, the “Original Owners”) and/or their affiliates are permitted to engage in business activities or invest in or acquire businesses that may compete with our business or do business with any client of ours.

Brigham LLC will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company. Upon dissolution, Brigham LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (i) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of Brigham LLC, (ii) second, to establish cash reserves for contingent or unforeseen liabilities and (iii) third, to the members in proportion to the number of Brigham LLC Units owned by each of them.

Registration Rights Agreement

In connection with our IPO, on April 23, 2019, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Original Owners (the “Initial Holders”), pursuant to which we agreed to register the sale of shares of our Class A common stock under certain circumstances. The following summary of the Registration Rights Agreement as of the date of this proxy statement does not purport to be complete and is qualified by reference to the agreement, which has been filed with the SEC and may be obtained from the Corporate Secretary at the address indicated on page 1 of this proxy statement.

Demand Rights

Subject to the limitations set forth below, any Initial Holder (or its permitted transferees) has the right to require us by written notice to prepare and file a registration statement registering the offer and sale of a certain number of its shares of Class A common stock. Generally, we are required to file such registration statement within 30 days of such written notice. Subject to certain exceptions, we are not obligated to effect a demand registration within 90 days after the closing of any underwritten offering of shares of our Class A common stock requested by an Initial Holder.

We are also not obligated to effect any demand registration in which the amount of Class A common stock to be registered has an aggregate value of less than $50 million. As long as we continue to be eligible to effect a registration on Form S-3, any such demand registration may be for a shelf registration statement. We are required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold.

In addition, any Initial Holder (or its permitted transferees) then able to effectuate a demand registration has the right to require us, subject to certain limitations, to effect a distribution of any or all of its shares of Class A common stock by means of an underwritten offering.

other things, the Stockholders’ Agreement provides Pine Brook the right to designate nominees to the Board as follows:

Pursuant to the Stockholders’ Agreement, we are required to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by the Sponsors. Each ofPine Brook. Pine Brook and Yorktown areis entitled to designate the replacement for any of theirits respective board designeesdesignee whose board service terminates prior to the end of such director’s term.

In addition, the Stockholders’ Agreement provides that for so long as any SponsorPine Brook and its affiliates collectively own at least 7.5% of the outstanding shares of our Class A common stock and Class B common stock (taken as a single class), we are required to take all necessary actions to cause each of the Compensation Committee and the Nominating and Governance Committee to include in its membership at least one director designated by each such Sponsor,Pine Brook, except to the extent that such membership would violate applicable securities laws or stock exchange rules or such right is waived by a Sponsor.Pine Brook. The rights granted to the SponsorsPine Brook to designate directorsa director are additive to and not intended to limit in any way the rights that the SponsorsPine Brook or any of theirit respective affiliates may have to nominate, elect or remove our directors under our certificate of incorporation, our bylaws or the Delaware General Corporation Law.

Procedures for Approval of Related Party Transactions

Our Board has adopted a policy for approval of Related Party Transactions. Pursuant to this policy, the Audit Committee will review all material facts of all Related Party Transactions. A “Related Party Transaction”

DIRECTOR COMPENSATION

We believe that attracting and retaining qualified non-employee directors will be critical to the future value growth and governance of the Company. We also believe that a significant portion of the total compensation package for our non-employee directors should be equity-based to align the interest of directors with our stockholders. Accordingly, we have a comprehensive director compensation policy for our non-employee directors, which consists of:

Under the 2019 Plan, non-employee directors may be granted awards, including stock options, restricted stock awards, restricted stock units and cash awards. In May 2021, we granted each non-employee director then in office an award of 7,692 restricted stock units subject to time-based vesting (“RSUs”), which award represents the annual equity-based award described above from the date of grant until the next annual grant in 2022. Additionally, we issue pro-rated grants to directors for the time period between the date of their appointment until the next annual award. As such, we granted Mr. Duplantier an award of 2,376 RSUs which award represented the pro-rated portion (approximately 25%) of the annual equity-based award for his service from the date of his appointment in February 2021 until the May 2021 grant. Each award of RSUs vests in full on the first anniversary of the applicable date of grant, so long as the non-employee director continuously provides services to us through such vesting date.

Our non-employee directors will also be reimbursed for certain reasonable expenses incurred in connection with their services to us.

Directors who are also our employees do not receive any additional compensation for their service on the Board.

Director Compensation Table

The table below and the narratives in the footnotes provide compensation amounts for our non-employee directors for 2021, as well as additional material information in connection with such amounts.

In May 2021, we granted each non-employee director then in office an award of 7,692 RSUs with an aggregate fair market value of approximately $140,000 based on the closing price of our common stock on the date of grant. Additionally, in May 2021, we determined pro-rated grants should be issued to directors for the time period between the date of their appointment until the next annual award. As such, we granted Mr. Duplantier an award of 2,376 RSUs. At December 31, 2021, all of the RSU grants were unvested.

EXECUTIVE COMPENSATION

We are an “emerging growth company,” withinCompensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides information about the meaning of the Jumpstart Our Business Startups Act,compensation objectives and policies for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who served as our principal executive officer, our nextprincipal financial officer and our two other most highly compensated executive officers at the end of(collectively our named executive officers or “NEOs”) during the last completed fiscal year and upis intended to two additionalplace in perspective the information contained in the executive compensation tables that follow this discussion. Throughout this discussion, the following individuals who would have been considered one ofare referred to as our next two most highly compensated officers except that such individuals did not serve as executive officers atNEOs and are included in the end of the last completed fiscal year. Accordingly, our named executive officers for 2020 are:Summary Compensation Table which follows:

Executive Summary

Our executive compensation program is designed to attract, motivatesupport our business strategy by attracting, motivating and retainretaining high-quality leadership and incentivizeincentivizing our executive officers to achieve performance goals over the long-term, which also alignslong-term. To accomplish these objectives, our executive compensation program is heavily weighted toward equity-based compensation that is exclusively based on our absolute total shareholder return (“TSR”), thus directly aligning the interests of our executive officers with those of our stockholders. As such, our compensationThe program for our executive officers is heavily weighted toward equity-based compensation and does not include an annual cash bonus. Equity-based compensation includes both RSUsconsists of time-based restricted stock units (“RSUs”) and restricted stock units subject to performance-based vesting (“PSUs”) with a targeted three-year annualized total shareholder return (“TSR”)TSR of 15% that are only eligible to be earned if our TSR is at least 10%., although our Compensation Committee adjusted these thresholds for 2022. Since our IPO in 2019, our compensation program has not included an annual cash bonus program or other short-term incentive program for our executive officers. For 2022, our Compensation Committee approved a short-term cash incentive plan based on quantitative and qualitative metrics that are key drivers of shareholder value. Our compensation program for 2021 is described in greater detail below.

Compensation Philosophy

As a general matter, our executive compensation programs are designed to be:

Notes:

Compensation Program Governance

We have worked extensively and deliberately to develop a thoughtful, fair, and effective compensation program for our NEOs that helps us to deliver long-term sustainable growth to our stockholders. The following chart highlights several features of our compensation practices that are intended to meet our objectives:

How We Make Compensation Decisions

Role of the Compensation Committee

See “—Corporate Governance Matters—Compensation Committee—Compensation Matters” for information on the role of the Compensation Committee.

Role of Independent Compensation Consultants and Competitive Benchmarking

TheUnder its charter, the Compensation Committee has the sole authorityis authorized to engage a third-party consultant at any time.an independent consultant. Since 2018, the Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) to provide independent advice on executive and outside director compensation and evaluate and recommend appropriate modifications to our compensation program consistent with our program’s objectives. Meridian reports directly to the Compensation Committee, which pre-approveshas the sole authority to approve Meridian’s scope of work, fees and other terms of engagement. Outside of providing advisory services to the fees charged, andCompensation Committee, Meridian does not provide any other services to management or the Company. During 2020,2021, the scope of Meridian’s services included: a review of the peer group used to assess the competitiveness of our executive compensation programs; an analysis of the realizable pay of our named executive officers; preparation of a compensationcompetitive benchmarking study of the compensation of our named executive officers;officers and our outside directors; updates on notable legislative and regulatory activities; and assistance with various other compensation matters.

The Compensation Committee reviewed the independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards as affecting the independence of a consultant or adviser. As a result of this review, the Compensation Committee determined that the services provided by Meridian during 20202021 did not give rise to any conflicts of interest. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2020.2021.

In February 2020,2021, Meridian prepared a compensation benchmarking study that was used to inform compensation decisions for 2020. The2021. Due to the fact that there are very few public company mineral companies, the compensation benchmarking study used publicly available data from a selected peer group of exploration and production companies of comparable size to Brigham Minerals based on measures such as enterprise value, revenues, market capitalization and assets. We believe that the use of this peer group as a reference for evaluating our compensation practices helps ensure our compensation program remains competitive. We further believe that the inclusion of several operators in the peer group provides valuable compensation data because we often compete with such companies for key talent. We also believe this group of companies provides a sufficiently large data set that is generally not subject to wide changes in compensation data. At least annually, the Compensation Committee reviews the peer group and may make adjustments to ensure that companies in the group more closely match our size and operational profile, and to reflect the impact of bankruptcies and industry consolidation. Based on a review of the peer group in early 2020, several changes2021, five peer companies from the prior year were made. Theremoved because they were acquired or filed for bankruptcy. As a result, the peer group for 20202021 was comprised of the following sixteen11 companies:

Information in the compensation benchmarking study served as a reference in the Compensation Committee’s overall assessment of the competitiveness of our executive compensation program.

Based on information provided in the compensation benchmarking study, and its own analysis, the Compensation Committee approved the 20202021 compensation program for our named executive officers as described below.

Role of Executive Officers in Compensation Decisions

In determining the compensation of our NEOs, the Compensation Committee considers the information and advice provided by its compensation consultant, our corporate goals, historic and projected performance, the current economic and commodities environment, individual performance of our NEOs, and other relevant

factors. With respect to the compensation of the NEOs other than our CEO, the Compensation Committee also considers the recommendations of our CEO. The Compensation Committee retains sole discretion to make final compensation determinations, and the Compensation Committee may accept, modify or reject any recommendations or observations made by our CEO. In addition, the Compensation Committee may invite any NEO to attend Compensation Committee meetings to report on matters relevant to the Compensation Committee’s analysis. All NEOs are excluded from any decisions or discussions regarding their individual compensation.

Elements of Compensation

The compensation provided to our named executive officers currentlyfor 2021 consists of (i) an annualized base salary, (ii) the grant of equity-based awards (with approximately one-half of such awards subject to time-based vesting conditions and the other one-half of such awards subject to performance-based vesting conditions) and (iii) eligibility to participate in employee benefits on the same basis as our other employees. These elements have been chosen as the compensation components designed to allow us to adhere to our compensation philosophy as described above in “—Executive Compensation—Compensation Philosophy.”

incentive awards are granted with the intention of fostering a long-term view of the business, retaining and rewarding grantees for their efforts and achievements and providing management with an ownership interest in the Company to help to further align their actions with the interests of the stockholders.

The use of LTI awards as the largest component of our executives’ compensation aligns the interests of our executives with the interests of our stockholders by incentivizing our executives to focus on creating stockholder value. As discussed in more detail below, our PSUs are based chiefly on absolute TSR over a three-year period, and the absolute TSR levels, if met, are designed to correlate to attractive annualized rates of return for our stockholders, therefore ensuring that the interests and goals of our executives are aligned with those of our stockholders.

Long Term Incentive Grants for 20202021

In February 2020,2021, the Compensation Committee approved annual LTI grants to Messrs. Roosa and Williams and Ms. Potts. The LTI grants consisted of RSUs and PSUs, each weighted at 50% of the executives’ target award values. Mr. Brigham did not receive an LTI grant in 2020.2021.

The Compensation Committee, after consultation with Meridian, chose this program to recognize the unique characteristic of each award type. The two types of awards provide our named executive officers with an incentive to help grow the value of the Company and the corresponding value of the stock. The RSUs put direct shares into the hands of our named executive officers to enhance retention and to align their interests with stockholders’ interests. The PSUs are designed to provide added incentive based on the achievement of stock price performance targets, which further align the interests of our named executive officers with stockholders’ interests. The Compensation Committee believes the equal split of awards of RSUs and PSUs provides an overall balanced award.

The RSUs vest in three equal installments over a three-year period,on December 31, so long as the named executive officer remains continuously employed by us through the relevant vesting dates. All unvested RSUs will vest in full upon the executive’s termination of employment due to the executive’s death, “disability” or “retirement;” a pro rata portion of the unvested RSUs will vest upon the executive’s termination of employment by us without “cause” or by the executive for “good reason,” each as defined in the award agreement. All unvested RSUs will also vest in full upon the occurrence of a “change in control,” each as defined in the 2019 Plan.

If the Company’s absolute TSR is more than 10% but less than 15%, or more than 15% but less than 25%, the number of PSUs that become earned is determined using linear interpolation as between those tiers, respectively.

In addition, the Compensation Committee has discretion to adjust the number of PSUs earned based on our relative TSR as compared to a benchmarking peer group over the three-year performance period. In February 2021, the Compensation Committee established a “performance peer group” used to evaluate the Company’s TSR relative to that of other exploration and production companies considered to be direct business competitors for investment capital. The performance peer group established consists of the following companies (collectively, the “Performance Peer Group”):

* The XOP Index was viewed as a single entity, not as a comparison to each of the index’s constituents.

The Compensation Committee may increase the number of PSUs that have been earned by up to 20% if our TSR is in the top decile20% of the benchmarking peer group or decrease the number of PSUs that have been earned by up to 20% if our TSR is in the bottom decile20 % of the benchmarking peer group. Once vested or earned, as applicable, the RSUs and PSUs will be settled in shares of our common stock.

PSUs will be earned and vested so long as the named executive officer remains continuously employed by us through the end of such performance period. All unvested PSUs will vest in full upon the executive’s termination of employment due to the executive’s death, disability or retirement; a pro rata portion of the unvested PSUs will vest upon the executive’s termination of employment by us without cause or by the executive for good reason. All unvested PSUs will also vest in full upon the occurrence of a change in control. PSUs that vest remain subject to the performance achieved over the performance period, which will end upon an earlier change in control.

Long Term Incentive GrantsPayout of PSU Awards Granted in 2019

The PSUs that were granted in 2019 for 2021

In Februarythe performance period April 23, 2019 through December 31, 2021, achieved a linearly interpolated payout of 94.8% of the target number of PSUs granted based on an absolute TSR of 14.480%. The Company’s absolute TSR, relative to the performance peer group was determined to be positioned at approximately the 86^th percentile. No adjustment to the number of PSUs earned was made based on relative TSR achievement as the 2019 PSUs required that our TSR be in the top 10% of the benchmarking peer group in order to be adjusted. The calculations of payout results for the 2019 award cycle, which were reviewed by our Compensation Committee approved annual LTI grantsand confirmed and certified by Meridian, used a truncated performance period of 2.693 years, rather than 3 years, to Messrs. Roosa and Williams and Ms. Potts. The LTI grants consisted of RSUs and PSUs, each weighted at 50%reflect the timing of the executives’ target award values. Mr. Brigham did not receive an LTI grantCompany’s IPO in 2021. These RSUs and PSUs are subject to similar vesting and performance criteria as the RSUs and PSUs granted in 2020, as described above under Long Term Incentive Grants for 2020.April 2019.