FALCON MINERALS CORPORATION

1845 Walnut Street, 10510 Madison Avenue, 8^th Floor

Philadelphia, PA 19103New York, NY 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 4, 2019May 28, 2020

Dear Stockholders of Falcon Minerals Corporation:

Notice is hereby given that an annual meeting (the “annual meeting”) of stockholders of FALCON MINERALS CORPORATION, a Delaware corporation (the “Company”), will be held at the offices of the Company at 510 Madison Avenue, 8^th Floor, New York, NY 10022, on Tuesday, June4, 2019,Thursday, May 28, 2020, at 10:11:30 A.M., New York time, for the following purposes:

1.     To elect three Class II directors to serve until the annual meeting of stockholders to be held in 2022.

2.     To approve the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December31, 2019.

3.     To transact such other business as may properly be brought before the annual meeting and any adjournment, postponement or continuation thereof.

Only stockholders of record on the books of the Company at the close of business on April15, 2019 3, 2020 will be entitled to notice of and to vote at the annual meeting or any adjournments thereof. A list of stockholders entitled to vote at the annual meeting will be available for inspection at the annual meeting and at the offices of the Company given above. The stock transfer books will not be closed.

The Company is providing this proxy statement and accompanying proxy card to its stockholders in connection with its annual meeting of stockholders and any adjournments or postponements thereof.

At the annual meeting, stockholders of the Company are being asked to vote on the election of threeone Class II directorsIII director in accordance with the Company’s certificate of incorporation and bylaws and the other matters specifically described above.

Your vote is very important. Whether or not you plan to attend the annual meeting in person, please submit your proxy card without delay.

The approximate date of mailing of the enclosed proxy statement and proxy card is May3, 2019.April 30, 2020.

We intend to hold our annual meeting in person. However, we are actively monitoring the public health and travel concerns of our stockholders, directors and employees in light ofCOVID-19 (Coronavirus), as well as the related protocols that federal, state and local governments may impose. As part of our precautions, we are considering the possibility of changing the location of the annual meeting and/or holding a virtual meeting by means of remote communication. We will announce any alternative arrangements for the annual meeting as promptly as practicable.

FALCON MINERALS CORPORATION

1845 Walnut Street, 10510 Madison Avenue, 8^th Floor

Philadelphia, PA 19103New York, NY 10022

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

GENERAL

The Annual Meeting

An annual meeting of stockholders of FALCON MINERALS CORPORATION, a Delaware corporation (the “Company”), which we refer to in this proxy statement as the annual meeting, will be held on Tuesday, June4, 2019,Thursday, May 28, 2020, at 10:11:30 A.M., New York time, at the Company’s offices at 510 Madison Avenue, 8^th Floor, New York, NY 10022, for the following purposes:

1.      To elect three Class II directors to serve until the annual meeting of stockholders to be held in 2022.

2.      To approve the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December31, 2019.

3.      

Only stockholders of record at the close of business on April15, 2019April 3, 2020 will be entitled to notice of and to vote at the annual meeting or any adjournments thereof. A list of stockholders entitled to vote at the annual meeting will be available for inspection at the annual meeting and at the offices of the Company given above. The stock transfer books will not be closed.

This proxy statement is furnished in connection with the solicitation by our board of directors, which we refer to in this proxy statement as the board,Board, of proxies from holders of shares of our common stock, par value $0.0001 per share, which we refer to in this proxy statement as our common stock, to be used at the annual meeting, and at any and all adjournments thereof. Proxies in the accompanying form, properly executed and duly returned to the Company, and not revoked, will be voted at the annual meeting and any and all adjournments thereof.

We will send this proxy statement and the accompanying form of proxy on or about May3, 2019,April 30, 2020, to stockholders of record of our common stock as of April15, 2019.April 3, 2020.

The Company is providing this proxy statement and accompanying proxy card to its stockholders in connection with its annual meeting of stockholders and any adjournments or postponements thereof.

We intend to hold our annual meeting in person. However, we are actively monitoring the public health and travel concerns of our stockholders, directors and employees in light ofThe Initial Business CombinationCOVID-19

On August23, 2018 (the “Closing Date”) (Coronavirus), as well as the Company completedrelated protocols that federal, state and local governments may impose. As part of our precautions, we are considering the acquisitionpossibility of changing the location of the equity interests in certainannual meeting and/or holding a virtual meeting by means of remote communication. We will announce any alternative arrangements for the subsidiaries (the “Royal Entities”) of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”). The acquisition was made pursuant to the Contribution Agreement, datedannual meeting as of June3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C. (“Royal GP”) and the Contributors. The acquisition of the Royal Entities pursuant to the Contribution Agreement is referred to hereinpromptly as the “Business Combination” and the Business Combination together with the other transactions contemplated by the Contribution Agreement are referred to herein as the “Transactions.”practicable.

Pursuant to the Contribution Agreement, on the Closing Date, the Company contributed cash to Falcon Minerals Operating Partnership, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“Opco”), in exchange for (a) a number of common units representing limited partnership interests in Opco (the “Common Units”) equal to the number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), outstanding as of the Closing Date and (b) a number of Opco warrants exercisable for Common Units equal to the number of the Company’s warrants outstanding as of the

VOTING AT THE ANNUAL MEETING

We have an authorized capitalization of 361,000,000shares361,000,000 shares of capital stock, consisting of 360,000,000shares360,000,000 shares of common stock, including (i) 240,000,000shares of Class240,000,000 shares ofClass A common stock, par value $0.0001 per share (the “Class A Common Stock,Stock”), (ii) no shares of Class B Common Stock, and (iii) 120,000,000shares120,000,000 shares of Class C common stock, par value $0.0001 per share (the “Class C Common Stock,Stock”), and 1,000,000shares1,000,000 shares of preferred stock, par value $0.0001 per share. Holders of the Class A Common Stock and holders of the Class C Common Stock vote together as a single class. Each holder is entitled to one vote per share on each matter of business properly brought before the annual meeting. Stockholders do not have cumulative voting rights. We refer to the Class A Common Stock and the Class C Common Stock collectively as the common stock. At the annual meeting, only those holders of shares of common stock at the close of business on April15, 2019,April 3, 2020, the record date, will be entitled to vote. As of the record date, 85,929,265shares86,530,453 shares of common stock were outstanding and entitled to vote, consisting of 45,929,265shares46,530,453 shares of Class A Common Stock and 40,000,000shares40,000,000 shares of Class C Common Stock.

Record holders of common stock can vote by the following methods:

•        By mail.    You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope.

•        Via the Internet.    You may vote by submitting a proxy via the Internet until 11:59 p.m. Eastern Time on June3, 2019 by accessing the website listed on your proxy card,www.cstproxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day.

•        In person

Beneficial owners of shares held in street name may instruct their bank, broker or other nominee how to vote their shares. Beneficial owners should refer to the materials provided to them by their nominee for information on communicating these “voting instructions.” Beneficial owners may not vote their shares in person at the annual meeting unless they obtain a legal proxy from the stockholder of record, present it to the inspector of election at the annual meeting and produce valid identification. Beneficial owners should contact their bank, broker or other nominee for instructions regarding obtaining a legal proxy.

The presence at the annual meeting in person or by proxy of holders of outstanding shares of common stock entitled to cast a majority of all the votes entitled to be cast at the annual meeting will constitute a quorum. The presence of a quorum for any proposal establishes a quorum for all of the proposals, even if holders of outstanding shares of common stock entitled to cast a majority of all the votes entitled to be cast at the annual meeting do not vote on all of the proposals.

Shares of common stock represented at the annual meeting in person or by proxy but not voted on one or more proposals will be included in determining the presence of a quorum for all of the proposals, but will not be considered cast on any proposal on which they were not voted. A failure by brokers to vote in person or by proxy shares of common stock held by them in nominee name will mean that such shares of common stock will not be counted for the purposes of establishing a quorum and will not be voted.

We refer to the situation where a broker does not receive voting instructions from the beneficial owner of shares of common stock on a particular matter and indicates on the proxy delivered with respect to such shares of common stock that it does not have discretionary authority to vote on that matter as a broker “non-vote“non-vote.”.” For broker non-votesnon-votes,, those shares of common stock will be considered as present for the purpose of determining whether a quorum exists. With respect to abstentions, those shares of common stock will be considered as present for the purpose of determining whether a quorum exists, but, under Delaware law, are not considered to be votes cast on a proposal.

Brokers that are member firms of the Nasdaq Capital Market, or Nasdaq, and who hold shares of common stock in street name for customers generally may vote their customers’ shares on proposals considered to be “routine” matters under Nasdaq rules and may not vote their customers’ shares on proposals that are not considered to be “routine” matters under Nasdaq rules if the customers have not furnished voting instructions within a specified period of time prior to the annual meeting. Proposal 1 is not considered to be a “routine” matter under Nasdaq rules. Proposal 2 is considered a “routine” matter under Nasdaq rules.

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Proposal 1.In order to be elected as a Class IIIII director as described in Proposal 1 below, a nominee must receive a plurality of all the votes cast at the annual meeting at which a quorum is present, which means that the nominees with the most votes are elected. Abstentions (withholding a vote) and broker non-votesnon-votes will have no effect on the election of directors.

Proposal 2. The affirmative vote of the holders of at least a majority of the votes cast at the meeting at which a quorum is present is required to approve the selection of Deloitte & Touche, LLP, or Deloitte, as our independent registered public accounting firm as described in our discussion of Proposal 2 below. Abstentions will have no effect on Proposal No. 2. Broker non-votesnon-votes will be counted as voted “FOR” Proposal No. 2.

Any proxy not specifying to the contrary, and not designated as a broker non-votenon-vote,, will be voted “FOR” the election of the directors and the approval of the selection of Deloitte as the independent registered public accounting firm for the Company for the fiscal year ending December31, 2019.December 31, 2020.

Should any matters not described above be properly presented at the annual meeting, the persons named in the proxy will vote in accordance with their judgment. The proxy authorizes these persons, in their discretion, to vote upon such matters as may properly be brought before the annual meeting or any adjournment, postponement or continuation thereof.

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PROPOSAL 1. ELECTION OF DIRECTORS

Proposal 1 is to elect William D. Anderson, JonathanClaire R. HamiltonHarvey and Adam M. JenkinsDaniel C. Herz to serve as oura Class IIIII directors. The boardBoard of directorsDirectors is divided into three classes, Class I, Class II and Class III. The term of the Class I directors expires at the 2021 annual meeting of the stockholders of the Company; the term of the initial Class II directors expires at thisthe 2022 annual meeting;meeting of the stockholders of the Company; and the term of the initial Class III directors expires at the 2020 annual meeting of the stockholders of the Company.this meeting. At each succeeding annual meeting of the stockholders of the Company, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-yearthree-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. The board, uponIn accordance with the recommendationterms of our Nominatingthe Shareholders Agreement (as defined below), the Board has reduced the number of Board seats from 11 to nine and Corporate Governance Committee, has nominated each of William D. Anderson, JonathanClaire R. HamiltonHarvey and Adam M. JenkinsDaniel C. Herz for election at the annual meeting as Class IIIII directors for a termterms to expire at the 20222023 meeting of stockholders or until his successor istheir respective successors are elected or appointed, subject to histheir earlier death, resignation or removal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE NOMINEES NAMED IN PROPOSAL 1.

It is the intention of the personsperson named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of the nominees named in Proposal 1. Should the nomineesa nominee become unable or refuse to accept nomination or election as a director, the personsperson named as proxies intendproxy intends to vote for the election of such other persons as the Nominating and Corporate Governance Committee may recommend. The boardBoard knows of no reason why the nomineesa nominee might be unable or refuse to accept nomination or election.

Information is set forth below regarding the principal occupation of the nomineesnominee and each of our other directors. Edward E. Cohen,

Nominees

Claire R. Harvey, age 40, is a director nominee. In August 2019, she founded and currently serves as the CEO of Gryphon Oil and Gas, LLC, a private oil and gas company focused on the acquisition ofnon-operated working interests across the “Lower 48.” Prior to founding Gryphon, Ms. Harvey made upstream oil and gas investments on behalf of two private equity funds, Pine Brook Partners from March 2014 to May 2019, and TPH Partners from May 2010 to February 2014. Earlier in her career, she worked as an investment banker at Lehman Brothers and Barclays Capital, primarily focused on corporate finance and mergers and acquisitions for oil and gas companies. Ms. Harvey has served as a director on several private oil and gas company boards and also currently serves on the Board of Advisors for the Texas A&M University Finance Department as well as the Texas A&M University Petroleum Ventures Program. Ms. Harvey earned a BBA in Finance at Texas A&M University, where she was also a four-year letterman andco- captain for the Texas Aggie Volleyball Team. In addition, Ms. Harvey earned an MBA from the Jones Graduate School of Business at Rice University where she was the Jones Scholar and M.A. Wright Award winner. We believe that Ms. Harvey’s current role as chief executive of an oil and gas company as well as her background in finance and oil and gas mergers and acquisitions makes her a valuable addition to the Board.

Daniel C. Herz, age 43, has been our Chief Executive Officer since August 2018 and our President since April 2017 and also served as a member of our board of directors from April 2017 until July 2018. Mr. Herz served as President of Atlas Energy Group, LLC from April 2015 until October 2018. Mr. Herz has also served as President of the general partner of Atlas Growth Partners, L.P. from its inception in 2013 until August 2018, and served as a director from the company’s inception in 2013 until October 2018. Mr. Herz served as Senior Vice Chairman,President of Corporate Development and Strategy of the general partner of Atlas Energy, L.P. from February 2011 until its sale to Targa Resources, Inc. in February 2015. Mr. Herz was also Senior Vice President of Corporate Development of Atlas Pipeline Partners GP, LLC from August 2007 until its sale to Targa Resources, Inc. in February 2015. He was also Senior Vice President of Corporate Development of Atlas Energy, Inc. and Atlas Energy Resources, LLC from August 2007 until its sale to Chevron Corporation in February 2011. Before that, Mr. Herz was Vice President of Corporate Development of Atlas Energy, Inc. and Atlas Pipeline Partners GP, LLC from December 2004 until August 2007. Also, from September 2016 until October 2018, Mr. Herz served as Titan Energy, LLC’s Chief Executive Officer, where he remains a Class A Director, a position he has held since September 2016. Mr. Herz was Chief Executive Officer of Titan’s predecessor, Atlas Resource Partners, L.P., from August 2015 until August 2018. Before that, he had served as Senior Vice President of Corporate Development and Strategy of the general partner of Atlas Resource Partners, L.P. from March 2012 to April 2015. Atlas Resource Partners and subsidiaries filed a voluntarypre-packaged plan under Chapter 11 in July 2016, which was confirmed and the companies emerged from Chapter 11 in September 2016. Mr. Herz’s service on our Board will create an important link between management and the rest of the Board to help in providing us with decisive and effective leadership. Mr. Herz will be able to draw on his financial, business and operational experience in the energy industry to assist with our operations, development and growth.

Continuing Directors

William D. Anderson, PE, age 65, has been a director since July 2018. Mr. Anderson is the fatherfounding member and Managing Partner of Anderson King Energy Consultants, LLC (“AK”) and has been since 2012. In 2005 and prior to the formation of AK, Mr. Anderson formed Anderson O&G, Inc. (“AOG”), a boutique energy sector advisory and consulting business oriented towards acquisition and divestiture activities. Prior to forming AOG, Mr. Anderson served as the Executive Vice President and Chief Operating Officer for Wynn-Crosby Energy, Inc. Mr. Anderson is a registered petroleum engineer and is a former Senior Vice President and Partner of Netherland, Sewell & Associates, Inc. At Netherland Sewell he served as team leader for major projects in theMid-Continent, Permian, North & South Louisiana, and South Texas basins, as well as for projects in Europe, SE Asia, and Africa. Prior to joining Netherland Sewell in 1983, Mr. Anderson held several positions with Exxon Company U.S.A. including Supervising Reservoir Engineer managing five large offshore fields. Mr. Anderson received a B.S. in civil engineering from the University of Connecticut, an M.S. in civil engineering from Columbia University and a Master of Engineering in Petroleum Engineering from Tulane University. Mr. Anderson adds value to our Board based on his broad experience in the industry, particularly with respect to oil and gas investments.

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Jonathan Z. Cohen, our Chairman.

Nominees

Adam M. JenkinsR. Hamilton, age35,age 30, has been a director since August 2018. Mr.JenkinsMr. Hamilton is a Senior Associate in the Private Equity Group at Blackstone. Since joining Blackstone in October 2014, Mr. Hamilton has been involved with Blackstone’s investments in Beacon Offshore Energy, Kosmos Energy, LLOG Bluewater, Royal Resources, and Primexx Energy Partners, among others. From July 2012 until September 2014, Mr. Hamilton worked at J.P. Morgan Securities where he focused on mergers, acquisitions and financing advisory to oil and gas companies. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr. Hamilton is well qualified to serve on our Board.

Alan J. Hirshberg, age 58, has been a director since April 2019. Mr. Hirshberg has worked with Blackstone as a Senior Advisor since January 2019. He joined ConocoPhillips in 2010 as its Senior Vice President, Planning and Strategy, and retired in January 2019 as its Execute Vice President, Production, Drilling and Projects, a position he held since April 2016. In this role, he had responsibility for ConocoPhillips’ worldwide operations, as well as supply chain, aviation, marine, major projects and engineering functions. Prior to joining ConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. Mr. Hirshberg earned Bachelor and Master of Science degrees in Mechanical Engineering from Rice University. We believe that Mr. Hirshberg’s extensive experience in the oil and gas industry qualifies him for service on our Board.

Adam M. Jenkins, age 36, has been a director since August 2018. Mr. Jenkins is a Managing Director in the Private Equity Group at Blackstone. Since joining Blackstone in July 2013, Mr.JenkinsMr. Jenkins has been involved with Blackstone’s investments in Beacon Offshore Energy, Brix Oil & Gas, Kosmos Energy, LLOG Bluewater, Royal Resources, Siccar Point Energy, and Vine Oil & Gas, among others. From August 2011 until June 2013, Mr.JenkinsMr. Jenkins was an Associate at WL Ross & Co. From July 2006 until July 2008, he worked at Lazard, where he focused on mergers and acquisitions advisory to consumer goods companies. He is a member of the New York State Bar. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr.JenkinsMr. Jenkins is well qualified to serve on our board of directors.Board.

Jonathan R. Hamilton, age29, has been a director since August 2018. Mr.Hamilton is a Senior Associate in the Private Equity Group at Blackstone. Since joining Blackstone in October 2014, Mr.Hamilton has been involved with Blackstone’s investments in Beacon Offshore Energy, Kosmos Energy, LLOG Bluewater, Royal Resources, and Primexx Energy Partners, among others. From July 2012 until September 2014, Mr.Hamilton worked at J.P. Morgan Securities where he focused on mergers, acquisitions and financing advisory to oil and gas companies. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr.Hamilton is well qualified to serve on our board of directors.

William D. Anderson, PE, age64, has been a director since July 2018. Mr.Anderson is the founding member and Managing Partner of Anderson King Energy Consultants, LLC (“AK”) and has been since 2012. In 2005 and prior to the formation of AK, Mr.Anderson formed Anderson O&G, Inc. (“AOG”), a boutique energy sector advisory and consulting business oriented towards acquisition and divestiture activities. Prior to forming AOG, Mr.Anderson served as the Executive Vice President and Chief Operating Officer for Wynn-Crosby Energy, Inc. Mr.Anderson is a registered petroleum engineer and is a former Senior Vice President and Partner of Netherland, Sewell & Associates, Inc. At Netherland Sewell he served as team leader for major projects in the Mid-Continent, Permian, North & South Louisiana, and South Texas basins, as well as for projects in Europe, SE Asia, and Africa. Prior to joining Netherland Sewell in 1983, Mr.Anderson held several positions with Exxon Company U.S.A. including Supervising Reservoir Engineer managing five large offshore fields. Mr.Anderson received a B.S. in civil engineering from the University of Connecticut, an M.S. in civil engineering from Columbia University and a Master of Engineering in Petroleum Engineering from Tulane University. Mr.Anderson adds value to our board of directors based on his broad experience in the industry, particularly with respect to oil and gas investments.

and Liaw, will expire at the 2021 annual meeting. The term of office of the Class II directors, consisting of Messrs. Anderson, Hamilton and Jenkins, will expire at thisthe 2022 annual meeting. The term of office of the Class III directors, consisting of Mr.J.Jonathan Z. Cohen, Edward E. Cohen and Brian L. Frank will expire at the 2020this annual meeting. The NASDAQ Capital Market (“NASDAQ”)Nasdaq listing standards require that a majority of our Board be independent. The Board has determined that Messrs. Anderson, Hirshberg, Liaw, Jenkins, Hamilton, Frank and Jones are independent within the meaning of NASDAQNasdaq Listing Rule 5605(a)(2) and the rules and regulations promulgated by the Securities and Exchange Commission, or “SEC.” Our Board has determined that if Ms. Harvey is elected as a member of the Board at the annual meeting, she will satisfy the independence standards of Nasdaq and the SEC.

We have adopted corporate governance guidelines and charters for the audit, compensation and nominating and corporate governance committees of the Board intended to satisfy Nasdaq listing standards. We have also adopted a code of business conduct and ethics for our directors, officers and employees intended to satisfy Nasdaq listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of business conduct and ethics and committee charters are available on our website atwww.falconminerals.com. The information on our website is not part of this proxy statement.

The Board held nine11 meetings during 2018.2019. During 2018,2019, each of our incumbent directors attended at least 75% of the meetings of the Board and the meetings of the committees of the Board on which that director served (in each case, which were held during the period for which such incumbent director was a director). We do not have a policy regarding director attendance at annual meetings, but encourage the directors to attend if possible. NoneOne of our directors attended the 20182019 annual meeting of stockholders.

Board Committees

The standing committees of the Company’s Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee. In 2019, the audit committee held 5 meetings, the compensation committee held 6 meetings and the nominating and corporate governance committee held 1 meeting. Each of the committees reports to the Board. The composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Nasdaq rules and Section 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. We have established an audit committee of the board of directors, which currently consists of Messrs. Frank, Jones and Anderson. Each of Messrs. Frank, Jones and Anderson meets the independent director standard under Nasdaq listing standards and underRule 10A-310A-3(b)(1)(b)(1) of the Exchange Act. Mr.FrankMr. Frank, who currently serves as Chairman of our audit committee, has not been nominated for reelection at the annual meeting. Mr. Jones has been appointed to serve as Chairman of the Audit Committee to fill such vacancy. If Ms. Harvey is elected as a member of the Board at the annual meeting, the Board has appointed her to serve as a member of the audit committee.

The audit committee’s duties, which are specified in our Audit Committee Charter, which is available on the Company’s website, include, but are not limited to:

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Financial Expert on Audit Committee

Under the Nasdaq listing standards, the audit committee must at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to the NASDAQ Capital MarketNasdaq that the audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. We have determined that Messrs. Frank andMr. Jones satisfysatisfies Nasdaq’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined in Item 407(d) of Regulation S-KS-K promulgated by the SEC.

Compensation Committee

We have established a compensation committee of the board of directors, which currently consists of Messrs. Frank, Jenkins and Liaw. Each of Messrs. Frank, Jenkins and Liaw meets the independent director standard under Nasdaq listing standards. Mr.LiawMr. Liaw serves as Chairman of our compensation committee. Mr. Frank has not been nominated for reelection at the annual meeting.

The compensation committee’s duties, which are specified in our Compensation Committee Charter, which is available on the Company’s website, include, but are not limited to:

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The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Frederic W. Cook & Co., Inc., an independent compensation consultant (“FW Cook”), has been engaged by the compensation committee to provide compensation consulting services and benchmarking information to executive management. This information may also be provided to the compensation committee, from time to time, in making certain compensation determinations. Such consultant provided advice and recommendations for employee and director compensation for fiscal 2019 and did not provide any services to us unrelated to executive or director compensation.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors, which consists of Messrs. Hamilton, Hirshberg, Jenkins and Jones. Each of Messrs. Hamilton, Hirshberg, Jenkins and Jones meet the independent director standard under Nasdaq listing standards. Mr.HamiltonMr. Hamilton currently serves as Chairman of our nominating and corporate governance committee.

The nominating and corporate governance committee’s duties, which are specified in our Nominating and Corporate Governance Committee Charter, which is available on the Company’s website, include, but are not limited to:

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The nominating and corporate governance committee also develops and recommends to the Board corporate governance principles and practices and assists in implementing them, including conducting a regular review of our corporate governance principles and practices.

SubjectIn addition to the rights set forth in the Shareholders Agreement discussed elsewhere in this proxy statement, which provides certain of our stockholders with rights to designate director nominees, the nominating and corporate governance committee

responsibility of our Board is enabled by management reporting processes designed to provide visibility to the Board about the identification, assessment, and management of critical risks. Those areas of focus include strategic, operational, financial and reporting, compliance and other risks. Our audit committee enhances the Board’s oversight of risk management and discusses with management, the independent auditor and the internal auditor policies with respect to risk assessment and risk management, including significant operating and financial risk exposures and the steps management has taken to monitor, control and report such exposures. Further, our compensation committee enhances the Board’s oversight of risk management by considering the impact of the Company’s compensation plans, and the incentives created by the Company’s compensation plans, on the Company’s risk profile. In 2019, managementthe compensation committee retained FW Cook, a third party company, to provide consulting services related to our internal controls and risk management policies.

Compensation Committee Interlocks and Insider Participation

Mr.Daniel C. HerzThe Compensation Committee currently consists of Messrs. Frank, Jenkins and Liaw. None of such persons was an officer or employee of the Company or any of its subsidiaries during fiscal 2019 or was formerly an officer or employee of the Company. During fiscal 2019, none of the Company’s executive officers served as a member of our compensation committee during the last completed fiscal year, at which time he also served as our President. Mr.Herz received no compensation for his service as an executive officerdirector or director prior to the Business Combination. Mr.Herz resigned as a member of the Board prior to the Business Combination and prior to the time thaton the compensation committee determined compensation for ourof another entity, one of whose executive officers and directors. Messrs. E. Cohen and J. Cohen areserved on the Compensation Committee. During fiscal 2019, none of the Company’s executive officers and directors of Titan Energy, LLC, an entity of which Mr.Herz serves as a director, and Messrs. E. Cohen and J. Cohen are also executive officers and directors of Atlas Energy Group, LLC, an entity of which Mr.Herz previously served as an executive officer. See the section entitled“Certain Relationships and Related Person Transactions.” Apart from the foregoing, no member ofon the compensation committee serves or served during the fiscal year ended December31, 2018, as a member of the boardanother entity, any one of directors or compensation committee of a company that has one or morewhose executive officers serving as a member of our board or compensation committee.served on the Company’s Board.

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1        The members of the compensation committee set forth above were the members of the compensation committee at the time of the above review, discussion and recommendation. In April 2019, Mr. Acconcia resigned as a director and Mr. Liaw was appointed to the compensation committee. We expect that the current members of the compensation committee will perform the review and have the discussions referred to above with respect to our fiscal 2019 compensation discussion and analysis.

All Other Fees

During the years ended December31,December 31, 2019 and 2018, and 2017, our independent registered public accounting firm did not render any fees for tax services to us.

All Other Fees

During the years ended December31, 2018 and 2017, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above.

Audit CommitteePre-Approval Policies and Procedures

Our audit committee, on at least an annual basis, reviews audit and non-auditnon-audit services performed by our independent registered public accounting firm as well as the fees charged for such services. Our policy is that all audit and non-auditnon-audit services must be pre-approvedpre-approved by the audit committee. All of such services and fees were pre-approvedpre-approved during the fiscal year ended December31, 2018.December 31, 2019.

(4)      Includes (a) 1,543,500shares of Class A Common Stock held by Grantor Retained Annuity Trusts, of which Mr.Cohen is the trustee, and (b) 597,581 warrants to purchase an equivalent number of shares of Class A Common Stock.

(5)      Includes 597,581 warrants to purchase an equivalent number of shares of Class A Common Stock.

(6)      Includes 483,871 warrants to purchase an equivalent number of shares of Class A Common Stock and 6,250shares of restricted Class A Common Stock.

(7)      Includes 94,355 warrants to purchase an equivalent number of shares of Class A Common Stock.

(8)      Includes 6,250shares of restricted Class A Common Stock.

(9)      The general partner of Royal Resources L.P. is Royal Resources GP L.L.C. The managing members of Royal Resources GP L.L.C. are Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The sole member of Blackstone Energy Management Associates L.L.C. is Blackstone EMA L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman may be deemed to beneficially own the shares directly or indirectly controlled by such Blackstone entities or him, but each (other than Royal Resources L.P.) disclaims beneficial ownership of such shares. The address of each of the foregoing entities is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(10)    Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2019 and in a registration statement on Form S-3/A filed by the Company on September 26, 2018. Represents (i) 250,000 warrants to purchase an equivalent number of shares of Class A Common Stock held by Eric Mindich, (ii) 500,000 shares of Class A common stock held by Eric Mindich, (iii) 378,024 warrants to purchase an equivalent number of shares of Class A Common Stock held by Everblue Osprey 2017 LLC (“Everblue 2017”), (iv) 138,609 shares of Class A common stock held by Everblue 2017 and (v) 2,000,000 shares of Class A common stock held by Everblue Osprey 2018 LLC (“Everblue 2018”). Mr. Mindich may be deemed to beneficially own the securities held by Everblue 2017 and by Everblue 2018. Mr. Mindich disclaims beneficial ownership over any securities owned by Everblue 2017 and Everblue 2018 in which he does not have any pecuniary interest. The Sponsor distributed 138,609 shares of Class A common stock and 378,024 Private Placement Warrants to Everblue 2017 on September 17, 2018. The address of Mr. Mindich, Everlbue 2017 and Everblue 2018 is 717 Fifth Avenue, 26th Floor, New York, NY 10022.

(11)    Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2019. Includes 2,521,551warrants to purchase an equivalent number of shares of Class A Common Stock. JANA Partners LLC is a private money management firm which holds the shares and warrants in various accounts under its management and control. The address of JANA Partners LLC is 767 Fifth Avenue, 8th Floor, New York, NY 10153.

(12)    Based on information contained in a Schedule 13G/A filed with the SEC on March 8, 2019. The Schedule 13G was filed by UBS Group AG on behalf of itself and its wholly owned subsidiaries: UBS AG London Branch, UBS Securities LLC, and UBS Financial Services Inc. The address of UBS Group AG is Bahnhofstrasse 45, PO Box CH-8098, Switzerland.

(13)    Based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2019. The Schedule 13G/A was filed by Samlyn Capital, LLC, Samlyn, LP and Robert Pohly. All of the securities reported are directly owned by advisory clients of Samlyn Capital, LLC. The address of each reporting person is 500 Park Avenue, 2nd Floor, New York, New York 10022.

(14)    Based on information contained in a Schedule 13G filed with the SEC on February 14, 2019. Includes 878,022 warrants to purchase an equivalent number of shares of Class A Common Stock. The Schedule 13G was filed by Nantahala Capital Management, LLC (“Nantahala”), Wilmot B. Harkey and Daniel Mack. Nantahala may be deemed to be the beneficial owner of the shares held by funds and separately managed accounts under its control. Messrs. Harkey and Mack are the managing members of Nantahala. The address of each reporting person is 19 Old Kings Highway S, Suite 200, Darien, CT 06820.

(15)    Based on information contained in a Schedule 13G filed with the SEC on February 12, 2019. The Schedule 13G was filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. The securities as to which the Schedule 13G was filed are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. The address of each reporting person is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(16)    Based on information contained in a Schedule 13G filed with the SEC on January 30, 2019. The Schedule 13G was filed by Goldman Sachs Asset Management, L.P. and GS Investment Strategies, LLC. All of the securities reported are directly owned by clients of the reporting persons. The address of each reporting person is c/o/ Goldman Sachs Asset Management, 200 West Street, New York, New York 10282.

Jeffrey F. Brotman, age 56, has been our Chief Legal Officer and Secretary since April 2017. Mr.BrotmanHe previously served as our Chief Financial Officer from April 2017 to June 2019. Mr. Brotman has been Vice Chairman and Chief Operating Officer of Hepco Capital Management, LLC since its formation in September 2016. Hepco is a private investment firm that sponsors principal capital investments in diverse business sectors. Mr.BrotmanMr. Brotman was Chief Operating Officer and Executive Vice President at Resource America, Inc., formerly a publicly traded asset manager investing in real estate, financial services and credit until its sale to-tradedC-III specialized asset management company,Capital Partners, until September 2016. He joined Resource America in 2007, and while at Resource America also served as Executive Vice President of Resource Capital Corp., now known as Exantas Capital Corp., a publicly-tradedpublicly-traded real estate investment trust, Chairman of the Board of Directors of Primary Capital Mortgage, Director of Leaf Commercial Capital and sat on various investment committees across all product lines. Mr.BrotmanMr. Brotman was the President and Chief Executive Officer of Access to Money, Inc. (f/k/a TRM Corp.), one of the world’s largest non-banknon-bank ATM operators, from March 2006 to June 2007, and served as the Chairman of its Board of Directors from September 2006 through September 2008. Mr.BrotmanMr. Brotman was a co-founderco-founder,, and served as Managing Member, of Ledgewood, PC, a Philadelphia based business law firm, from June 1992 to March 2006, and was of counsel until June 2007. He was a Trustee of Resource Real Estate Diversified Income Fund from its inception in March 2013 until September 2016. He has been an adjunct Professor of Law at the University of Pennsylvania Law School since 1990, where he has taught courses in accounting and lending transactions. He is also a Certified Public Accountant (currently inactive) and a licensed Real Estate Broker.

Michael J. Downs, age 42, has been our Chief Operating Officer since February 2020, and before that served as our VP of Operations since October 2018, where he oversaw our royalty production, land administration, reservoir engineering and ongoing minerals acquisition efforts. He previously served as VP Operations at Titan Energy, LLC and its predecessors, oil and gas exploration and production companies, from April 2014 until September 2018, where he managed Titan’s Eagle Ford position. From July 2011 until March 2014, Mr. Downs was Director, Strategic operations for Atlas Energy, LP. Prior to this, Mr. Downs was JV Coordinator for Atlas, responsible for managing a $1.7 billion joint venture in the Marcellus Shale between Atlas Energy, Inc and Reliance Industries of India. Mr. Downs graduated from Drexel University with a Bachelor of Science in Business Administration, Accounting.

Stephen J. Pilatzke, age40,age 41, has been our Chief Accounting Officer since October 2018. From January 2010 to September 2018, Mr.PilatzkeMr. Pilatzke served in multiple positions, most recently as Chief Accounting Officer, of Lightfoot Capital Partners GP, LLC, a private equity company with a focus on the energy sector. From October 2013 until its sale in December 2017, Mr.PilatzkeMr. Pilatzke was also Chief Accounting Officer of Arc Logistics GP, LLC, the general partner of Arc Logistics Partners LP, formerly a publicly traded company and portfolio company of Lightfoot Capital Partners. Prior to joining Lightfoot Capital Partners, Mr.PilatzkeMr. Pilatzke served as Chief Financial Officer and Controller of Paramount BioSciences LLC, a venture capital firm specializing in the pharmaceutical and biotechnology sector and was responsible for all of the accounting and reporting functions of the company and related portfolio companies, from 2005 to 2010. Prior to Paramount BioSciences LLC, Mr.PilatzkeMr. Pilatzke worked as an auditor at Eisner LLP, an accounting and advisory firm, from 2001 to 2005. Mr.PilatzkeMr. Pilatzke is a Certified Public Accountant and received his BS in Accounting from Binghamton University.

In this section, we provide disclosure relating to the compensation of our named executive officers or directors received any compensation (cash or non-cash) for services rendered prior topaid by the Company following the Business Combination. Combination on August 23, 2018. The tables and narrative disclosure below provide compensation information for the following individuals:

We did not payrefer to Messrs. Herz, Gunderson and Pilatzke herein collectively as our “Named Executive Officers.” The compensation of any kind, including finder’sour Named Executive Officers in 2019 was determined after consultation with FW Cook and consulting fees, to holders of founder shares, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the consummationcompensation study they performed.

The following table summarizes the compensation paid to our Named Executive Officers for the period from the Closing of the Business Combination other than (i) repayment of loansthrough December 31, 2019:

Narrative Disclosure to us by our Sponsor to cover initial public offering-relating and organization expenses and (ii) repayment of incremental loans made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with the Business Combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, including the Business Combination. Our audit committee was required to approve all payments in excess of $5,000 to be made to our Sponsor, our directors and officers or their respective affiliates. We were not a party to any agreements with our executive officers and directors that provided for benefits upon termination of employment.Summary Compensation Table

Following the Business Combination, we expect the Company to adopt an executive compensation program designed to align compensation with its business objectives and the creation of stockholder value, while enabling the Company to attract, motivate and retain individuals who contribute to the long-term success of the Company.

Decisions on the executive compensation program will be made by the compensation committee, which consists of Messrs. Frank, Jenkins and Liaw. The following discussion is based on the present expectations as to the executive compensation program to be adopted by the compensation committee. The executive compensation program actually adopted will depend on the judgment of the members of the compensation committee and may differ from that set forth in the following discussion.

We anticipate that compensation for our executive officers will be designed to align management and stockholder interests and create value for investors while attracting and retaining talented executives with the skills and expertise to help the Company achieve its financial and operational goals. We will strive to provide appropriate incentives and effective retention mechanisms without providing excessive compensation. The compensation committee’s goal in designing and implementing our executive compensation program will be to ensure that it provides a competitive level of compensation to attract and retain talented executives, reward and encourage maximum corporate and individual performance, promote accountability and ensure that executive interests are aligned with the interests of our stockholders. We anticipate that compensation for our executive officers will have three primary components: base salary, an annual cash incentive bonus and long-term incentive-based compensation in the form of stock-based awards. We anticipate that the compensation committee will develop formal or informal policies or guidelines for allocating compensation between long-term and currently paid compensation, between cash and non-cash compensation, or among different forms of compensation.

Base Salary

Effective as of the closing of the Business Combination, the Board approved annual base salaries of $500,000 for Mr.Herz and $350,000 for Mr.Brotman. Upon his appointment as the Company’s Chief Accounting Officer, Mr.Pilatzke’s annual base salary was set at $225,000. We expect that these base salaries will be reviewed annually by the compensation committee based upon advice and counsel of its advisors.

Annual Bonuses

We expect that the Company will use annual cash incentive bonuses for the executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. We expect that, near the beginning of each year, the compensation committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the executive officers. Following the end of each year, the compensation committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.

performance of the Company and its common stock. The Incentive Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel through the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and/or other stock-basedstock-based awards consistent with the terms of the Incentive Plan. An aggregate of 8,600,000shares of Class A Common Stock was reserved for issuance under the Incentive Plan, and 8,451,470shares remain available for issuance.

Other Compensation

We expect the Company to continue to maintain various employee benefit plans, including medical, dental, life insurance and 401(k) plans, in which the executive officers will participate. We also expect the Company to provide its executive officers long-term disability insurance subject to the compensation committee’s ongoing review.

2018 Summary Compensation Table

The tables and narrative disclosure below provide compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the JOBS Act.

In this section, we provide disclosure relating to the compensation of our named executive officers paid by the Company following the Business Combination on August23, 2018. The tables and narrative disclosure below provide compensation information for the following individuals:

•        Daniel C. Herz, our President and Chief Executive Officer;

•        Jeffrey F. Brotman, our Chief Financial Officer, Chief Legal Officer and Secretary; and

We refer to Messrs. Herz and Brotman herein collectively as our “Named Executive Officers.”

The following table summarizes the compensation paid to our Named Executive Officers for the period from the Closing of the Business Combination through December31, 2018:

____________

(1)      Represents the base salary or bonus paid or awarded to our Named Executive Officers since the Closing of the Business Combination through December 31, 2018.

Frederic W. Cook & Co., Inc., an independent compensation consultant, has been engaged to provide compensation consulting services and benchmarking information to executive management. This information may also be provided to our Board, from time to time, in making certain compensation determinations. Such consultant is expected to provide advice and recommendations for employee and director compensation for fiscal 2019 and beyond.

Director Compensation

Our non-employeenon-employee directors are entitled to receive compensation for services they provide us consisting of retainers, fees and equity-basedequity-based compensation as described below. Directors that also provide services to the Company or its affiliates as employees do not receive compensation for their service on our Board.

The table below summarizes the compensation paid by the Company to each non-employeenon-employee director for the year ended December31, 2018:

____________December 31, 2019:

(1)      Messrs. Acconcia, Jenkins and Hamilton are employees of Blackstone and therefore do not receive additional compensation for their services as directors of the Company.

(2)      None of the non-employee directors of the Company were granted restricted stock awards during fiscal year 2018; however, each non-employee director was granted 6,250shares of restricted Class A Common Stock in January 2019 with respect to their service in fiscal year 2018.

(3)      Mr.Acconcia resigned as a member of the Board effective April 25, 2019.

Narrative Disclosure to Director Compensation Table

NonIn 2019,-employeenon-employee directors of the Company who are independent receivereceived an annual cash retainer in the amount of $100,000 and aan annual restricted stock unit award of Class A Common Stock having a grant date fair value equal to $50,000, which will vest on such terms as determined by the Compensation Committee at the time of such grant. Awards of restricted stock tonon-employee directors for their service for the year ended December 31, 2018 were granted in January 2019; accordingly, those awards are contained in the table above. The Chairman and Vice Chairman of the Company receivereceived an annual retainer in the amount of $250,000.

For the next four quarters,non-employee directors of the Company will receive an annual cash retainer in the amount of $75,000 and an annual restricted stock award of Class A Common Stock having a grant date fair value equal to $50,000, provided that the number of shares of Class A Common Stock underlying such award will not exceed 25,000 shares. The restricted stock award will vest on such terms as determined by the Compensation Committee at the time of such grant. The Chairman of the Board and Chairman of the audit committee will receive an additional annual retainer in the amount of $10,000.

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Non-employeeNon-employee directors will be reimbursed for all out-of-pocketout-of-pocket expenses in connection with attending meetings of the Board or committees. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.

Employment Agreements

We have entered into an employment agreement (the “Employment Agreement”) with our Chief Executive Officer, Daniel C. Herz, outlining the terms of his employment as Chief Executive Officer and President of the Company. The Employment Agreement, effective as of April19,April 19, 2019 (the “Effective Date”), has an initial term ending on August24,August 24, 2021 (the “Initial Term”) that will automatically renew for successive one-yearone-year periods until terminated. The Employment Agreement provides for (i) an annual base salary of $500,000, (ii) a target annual bonus amount of $1,000,000 (the “Target Annual Bonus”) consisting of: (a) an annual cash bonus (the “Annual Cash Bonus”) upon the attainment of one or more pre-establishedpre-established performance goals established in good faith by the Company’s Board of Directors, or Compensation Committee thereof, in its sole discretion, with a target of $500,000 (provided that the Annual Cash Bonus may, at the Company’s election, be paid in fully-vestedfully-vested and freely tradeable shares of common stock of the Company), and (b) an annual equity award grant (the “Annual LTIP Award”) under the LTIP with a target grant date fair market value of $500,000.

Pursuant to the Employment Agreement, in the event Mr.Herz’sMr. Herz’s employment is terminated (i) by the Company without “cause,” (ii) by Mr.HerzMr. Herz for “good reason” (each quoted term as defined in the Employment Agreement) or (iii) as a result of the Company’s non-extensionnon-extension of the Employment Agreement, where the notice of such non-extensionnon-extension provided by the Company pursuant to the Employment Agreement does not include notice that the Company is waiving enforcement of the noncompetition provision of the Employment Agreement, he would be entitled to (A) the “Accrued Benefits” (as defined in the Employment Agreement), (B) a lump-sumlump-sum cash payment equal to the “Severance Multiple” (as defined below) multiplied by the sum of (I) his base salary and (II) the Target Annual Bonus, (C) a pro-ratapro-rata portion of the Target Annual Bonus for the fiscal year in which termination occurs (the “Pro Rata Bonus”), (D) if Mr.HerzMr. Herz were to elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of COBRA premiums for the number of years equal to the Severance Multiple (but not to exceed eighteen months) (the “COBRA Reimbursement”) and (E) the prior year’s bonus, to the extent unpaid. The “Severance Multiple” means (x) two, in the event termination occurs during the Initial Term and (y) one, in the event termination occurs after the expiration of the Initial Term. In the event Mr.HerzMr. Herz is terminated by reason of death or “disability” (as such term is defined in the Employment Agreement), he would be entitled to the Accrued Benefits, the Pro Rata Bonus and the COBRA Reimbursement.

The Employment Agreement also contains certain restrictive covenants, which require Mr.HerzMr. Herz to preserve and protect certain confidential information and, for a two-yeartwo-year period following his termination of employment (one year in the event of a termination after the expiration of the Initial Term), to refrain from competing with the Company, soliciting its customers and employees and interfering with its vendors, joint venturers and licensors. Additionally, the Employment Agreement includes a mutual non-disparagementnon-disparagement covenant, and requires the execution of a release and continued compliance with the restrictive covenants to receive the severance benefits described above.

The Employment Agreement requires the Company to indemnify Mr.HerzMr. Herz to the greatest extent permitted by law or as provided under the Bylaws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Mr.Herz’sMr. Herz’s good faith performance of his duties and obligations with the Company, and provides for the advancement of expenses to the greatest extent permitted under applicable law.

Additionally, in the event Mr.Herz’sMr. Herz’s employment is terminated (i) (A) by the Company without cause or (B) by Mr.HerzMr. Herz for good reason, in each case, on the effective date of or during the twelve-monthtwelve-month period following a Change in Control (as defined in the LTIP) or (ii) by reason of Mr.Herz’sMr. Herz’s death or disability at any time, any restricted stock units that have not yet vested would immediately vest. In the event Mr.Herz’sMr. Herz’s employment is terminated at any time (i) by the Company without cause, (ii) by Mr.HerzMr. Herz for good reason or (iii) by reason of Mr.Herz’sMr. Herz’s death or disability, any performance stock units would time vest as of the date of termination and performance vest, to the extent not yet performance vested, if the applicable performance conditions were achieved on or within 30 days following the date of termination.

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CERTAIN RELATIONSHIPS AND RELATED PERSONTRANSACTIONSPERSON TRANSACTIONS

Related Party Policy

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board (or the appropriate committee of the Board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. Our code of ethics is available on the Company’s website.

In addition, our audit committee, pursuant to the Audit Committee Charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. The Audit Committee Charter is available on the Company’s website. We also require each of our directors and officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Founder SharesThe Initial Business Combination

InOn August 23, 2018 (the “Closing Date”), the Company completed the acquisition of the equity interests in certain of the subsidiaries (the “Royal Entities”) of Noble Royalties Acquisition Co., LP (“NRAC”), Hooks Ranch Holdings LP (“Hooks Holdings”), DGK ORRI Holdings, LP (“DGK”), DGK ORRI GP LLC (“DGK GP”) and Hooks Holding Company GP, LLC (“Hooks GP”, and collectively with NRAC, Hooks Holdings, DGK, and DGK GP, the “Contributors”). The acquisition was made pursuant to the Contribution Agreement, dated as of June 2016, we issued an aggregate3, 2018 (the “Contribution Agreement”), by and among the Company, Royal Resources L.P. (“Royal”), Royal Resources GP L.L.C. and the Contributors. The acquisition of 125,000 founder sharesthe Royal Entities pursuant to our Sponsorthe Contribution Agreement is referred to herein as the “Business Combination.”

Pursuant to the Contribution Agreement, on the Closing Date, the Company contributed cash to Falcon Minerals Operating Partnership, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“Opco”), in exchange for an aggregate purchase price(a) a number of $25,000. We received payment forcommon units representing limited partnership interests in Opco (the “Common Units”) equal to the founder shares in March 2017. In March 2017, we effectuated a 57.5-for-1 stock split resulting in an aggregatenumber of 7,187,500 founder shares outstanding and held by our Sponsor. All share and per share amounts have been retroactively restated to reflect the 57.5-for-1 stock split. The founder shares automatically converted into shares of the Company’s Class A Common Stock upon the consummationoutstanding as of the Business Combination onClosing Date and (b) a one-for-one basis.

The founder shares included an aggregatenumber of up to 937,500shares subject to forfeiture by the initial stockholderOpco warrants exercisable for Common Units equal to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholder would own, on an as-converted basis, 20% of our issued and outstanding shares after the initial public offering. As a resultnumber of the underwriters’ election to partially exercise their over-allotment option on August9, 2017, 625,000 founder shares are no longer subject to forfeiture. The underwriters elected not to exercise the remaining portionCompany’s warrants outstanding as of the over-allotment option, therefore 312,500 founder shares were forfeited resulting in an aggregate of 6,875,000 founder shares outstandingClosing Date. The Company controls Opco through Falcon Minerals GP, LLC, a Delaware limited liability company, and held by our Sponsor. On September17, 2018, our Sponsor distributed the founder shares and private placement warrants held by it to its members. The owners of our Sponsor include certain of our officers and directors and Atlas Energy Group, LLC. Messrs. E. Cohen and J. Cohen are employed by Atlas Energy Group, LLC.

The Sponsor has agreed not to transfer, assign or sell anywholly owned subsidiary of the founder shares untilCompany and the earliersole general partner of (i)Opco. Each Common Unit, together with one year after the dateshare of the consummation of the Business Combination, or (ii) the date on which the last sales price of our common stock equals or exceeds $12.00 per share (as adjustedCompany’s Class C Common Stock is exchangeable for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after the Business Combination, or earlier, in each case, if we consummate a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property.

Private Placement

Simultaneously with the initial public offering, our Sponsor purchased an aggregate of 7,000,000 private placement warrants at $1.00 per private placement warrant for an aggregate purchase price of $7,000,000. On August9, 2017, we consummated the sale of an additional 500,000 private placement warrants at a price of $1.00 per private placement warrant, which were purchased by our Sponsor, generating gross proceeds of $500,000. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at an exercise pricethe option of $11.50 per share. The proceeds from the private placement warrants were addedholder pursuant to the proceeds from the initial public offering held in the trust account. The private placement warrants (including the Class A Common

Until the termtermination of the Shareholders Agreement, the size of the Board will be fixed based on the number of individuals Blackstone is entitled to designate for nomination to be elected as directors, and the number of independent directors then serving on the Board, as described above, plus theabove. The Shareholders Agreement provided that two (2) directors be designated by our Sponsor untilto serve during the period beginning on the closing of the Business Combination and ending on the third annual meeting of the stockholders of the Company following the closing of the Business Combination. In accordance with the Shareholders Agreement, the two directors designated by our Sponsor have not been nominated for reelection at the annual meeting and the number of Board seats has been reduced from 11 to nine, one of which will remain vacant and may be filled by directors nominated by Blackstone.

Based solely upon a review of Section 16 Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December31, 2018December 31, 2019 except for: one late Form 3 filed by a 10% or more holder; one late Form 4 filed by a 10% or more holder to report sales of shares of our Class A common stock; and late Form 4s filed by our executive officers and directors to report the September 2018 distribution of shares of Class A common stock and warrants from our Sponsor.on June 28, 2019.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

•        

•        

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ANNUAL REPORT AND REPORT ONFORM 10-K

Our 20182019 Annual Report to Stockholders accompanies this proxy statement. Stockholders of record as of April15, 2019 3, 2020 and beneficial owners of our common stock on that date may obtain from us, without charge, a copy of our most recent Annual Report onForm 1010-K-K filed with the SEC, exclusive of the exhibits thereto, by a request in writing. We will also furnish any exhibit to the Annual Report on Form 1010-K-K upon the payment of reasonable fees relating to our expenses in furnishing the exhibit. Such requests should be directed to us at 1845 Walnut Street, 10th Floor,Suite 1111, Philadelphia, PA 19103, Attention: Jeffrey F. Brotman. Beneficial owners must include in their written requests a good faith representation that they were beneficial owners of our common stock on April15, 2019. 3, 2020.

You may request additional copies of this proxy statement, at no cost, by requesting them in writing or by telephone from the Company’s Secretary at the following address and telephone number:

Falcon Minerals Corporation

Attn: Jeffrey F. Brotman, Secretary

1845 Walnut Street, 10th Floor
Suite 1111

Philadelphia, PA 19103

Telephone: (212) 506-5925506-5925

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet—QUICK ï^ï^ï^ EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies FALCON MINERALS to vote your shares in the same manner as if you marked, signed and returned your proxy card. CORPORATION Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on May 27, 2020. INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. PROXY Please mark your votes X FALCON MINERALS CORPORATION — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” like this THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2. 1. Election of Director FOR AGAINST Daniel C. Herz For Against Note: In their discretion, the proxies are authorized to vote upon such Claire R. Harvey other business as may properly come before the annual meeting and any adjournment or postponement thereof. 2. Proposal 2 To approve the selection FOR AGAINST ABSTAIN A vote to abstain will have no effect on the election of directors. of Deloitte & Touche LLP as the The shares represented by the proxy, when properly executed, independent registered public accounting will be voted in the manner directed herein by the undersigned firm for the Company for the fiscal year stockholder(s). If no direction is made, this proxy will be voted ending December 31, 2020. FOR the election of the Directors and FOR Proposal 2. If any other matters properly come before the annual meeting, the Proxy will vote on such matters in their discretion. CONTROL NUMBER Signature_____________________________________ Signature, if held jointly____________________________________ Date_____________, 2020 Note: When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 28, 2020 The Proxy Statement and our 2019 Annual Report to Stockholders are available at:https://falconminerals.gcs-web.com/financial-information/annual-reports ï³ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FALCON MINERALS CORPORATION The undersigned hereby appoints Daniel C. Herz (the “Proxy”), with full power of substitution as proxy to vote the shares that the undersigned is entitled to vote (the “Shares”) at the 2020 annual meeting of stockholders of Falcon Minerals Corporation (the “Company”) to be held on May 28, 2020 at 10:30 A.M., New York time, at the offices of Falcon Minerals Corporation at 510 Madison Avenue, 8th Floor, New York, NY 10022, and at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly come before the annual meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2. (Continued, and to be marked, dated and signed, on the other side)