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 27, 2021

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 on Thursday, May 27, 2021, at the offices of the Company at 510 Madison Avenue, 8th Floor, New York, NY 10022, on Tuesday, June4, 2019, at 10:30 A.M.11:00 a.m., New York time, fortime. To support the health and well-being of its stockholders, employees and the greater community due to the public health impact of the coronavirus (COVID-19) outbreak, the annual meeting will be held in a virtual-only format. The virtual meeting will provide stockholders the ability to participate, vote their shares, and ask questions by visiting https://www.cstproxy.com/falconminerals/2021. For further information about the virtual meeting, please see Attending the Virtual Meeting on page 1 of the accompanying proxy statement. The annual meeting will have 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 5, 2021 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 three Class III directors 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,virtually, please submit your proxy card without delay. Your vote is important no matter how large or small your holdings may be. If you do not expect to be present at the annual meeting virtually, you are urged to immediately complete, date, sign and return the proxy card. Please review the instructions on each of your voting options described in the enclosed Proxy Statement. This will not limit your right to attend or vote at the annual meeting. You may revoke your proxy at any time before it has been voted at the annual meeting.

The approximate date of mailing of the enclosed proxy statement and proxy card is May3, 2019.April 26, 2021.

April 22, 2021

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”“Company,” “we,” “us” and “our”), which we refer to in this proxy statement as the annual meeting, will be held on Tuesday, June4, 2019,Thursday, May 27, 2021, at 10:30 A.M.11:00 a.m., New York time, via webcast at the Company’s offices at 510 Madison Avenue, 8th Floor, New York, NY 10022,https://www.cstproxy.com/falconminerals/2021, 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 at the close of business on April15, 2019 will be entitled to notice of and to vote at the annual meeting or any adjournments

3.

To transact such other business as may properly be brought before the annual meeting and any adjournment, postponement or continuation 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 26, 2021, to stockholders of record of our common stock as of April15, 2019.April 5, 2021.

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.

The Initial Business CombinationAttending the Virtual Meeting

On August23, 2018 (the “Closing Date”),You are entitled to attend and participate in the Company completed the acquisitionannual meeting if you were a stockholder 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 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 herein 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.”

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”), outstandingrecord as of the Closing Dateclose of business on April 5, 2021, the record date, or if you hold a legal proxy for the meeting provided by your bank, broker or other nominee. To register for the annual meeting, please follow the instructions below based on your form of ownership of our common stock:

Stockholder of Record: If your shares of our common stock are registered directly in your name with Continental Stock Transfer & Trust (“Continental”), our stock transfer agent, you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may register to attend the Annual Meeting by visiting the virtual meeting website located at https://www.cstproxy.com/falconminerals/2021, entering the 12-digit control number that you received on your proxy card and (b) a number of Opco warrants exercisable for Common Units equalclicking on the link to pre-register. You will need to log in to the numbervirtual meeting website at https://www.cstproxy.com/falconminerals/2021 prior to the start of the Company’s warrants outstandingannual meeting using your control number. Pre-registration is recommended but not required for stockholders of record.

Beneficial Owner of Stock Held in Street Name: If your shares of our common stock are held in a stock brokerage account or by a bank, broker or other nominee, the bank, broker or other nominee is considered the

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record holder of those shares. You are considered the beneficial owner of those shares, and your shares are held in “street name.” In order to attend the annual meeting as a beneficial owner of our stock held in street name, you must obtain a legal proxy by contacting your account representative at the bank, broker or other nominee that holds your shares. You should then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental at proxy@continentalstock.com no later than 5:00 p.m. New York time on Monday, May 24, 2021. After contacting Continental, you will receive an e-mail prior to the Annual Meeting with a link and instructions for attending the Annual Meeting.

Stockholders participating in the virtual meeting will be in a listen-only mode. However, virtual attendees will be able to vote and submit questions during the meeting using the virtual meeting website.

Stockholders will also have the option to listen to the virtual meeting by telephone (but will not have the ability to vote or submit questions) by calling the following numbers and entering the passcode when prompted:

1Asking Questions

Revocation of Proxy

If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time before its exercise by giving written notice of revocation to our Secretary at the address given at the top of this proxy statement, by submitting a later dated proxy or by attending the annual meeting and voting in person.meeting.

Expenses and Manner of Solicitation

We will bear the cost of soliciting proxies for the annual meeting. In addition to solicitations by mail, we may, through our directors and officers, solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts.

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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) 240,000,000shares240,000,000 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 5, 2021, the record date, will be entitled to vote. As of the record date, 85,929,265shares86,825,736 shares of common stock were outstanding and entitled to vote, consisting of 45,929,265shares46,825,736 shares of Class A Common Stock and 40,000,000shares40,000,000 shares of Class C Common Stock.

Record holders of common stockYou can vote in two ways:

The presence at the annual meeting, in personvirtually 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 personvirtually 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 personvirtually 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.

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, 2021.

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, JonathanAlan J. Hirshberg, Steven R. HamiltonJones and Adam M. JenkinsErik C. Belz to serve as our Class III directors. The board of directorsBoard 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 20202023 annual meeting of the stockholders of the Company. 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 Nominating and Corporate Governance Committee,the Shareholders Agreement (as defined below), the Board has nominated each of William D. Anderson, JonathanAlan J. Hirshberg, Steven R. HamiltonJones and Adam M. JenkinsErik C. Belz for election at the annual meeting as Class III directors for a termterms to expire at the 20222024 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, our Vice Chairman, is the father of Jonathan Z. Cohen, our Chairman.

Nominees

Adam M. JenkinsAlan J. Hirshberg, age35,age 59, has been a director since August 2018. Mr.Jenkins is a Managing Director in the Private Equity Group at Blackstone. Since joiningApril 2019. Mr. Hirshberg has worked with Blackstone in July 2013, Mr.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.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.Jenkins is well qualified to serve on our board of directors.

Jonathan R. Hamilton, age29, has been a director since August 2018. Mr.Hamilton isas a Senior AssociateAdvisor since January 2019. He joined ConocoPhillips in the Private Equity Group at Blackstone. Since joining Blackstone2010 as its Senior Vice President, Planning and Strategy, and retired 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 servedJanuary 2019 as theits Executive Vice President, Production, Drilling and Chief Operating OfficerProjects, a position he held since April 2016. In this role, he had responsibility 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,ConocoPhillips’ worldwide operations, as well as forsupply chain, aviation, marine, major projects in Europe, SE Asia, and Africa.engineering functions. Prior to joining Netherland SewellConocoPhillips, Mr. Hirshberg worked at Exxon and ExxonMobil for 27 years, serving in 1983, Mr.Anderson held severalvarious senior leadership 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 Universityupstream research, production operations, major projects and astrategic planning. Mr. Hirshberg earned Bachelor and Master of EngineeringScience degrees in PetroleumMechanical Engineering from TulaneRice 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.

Erik C. Belz, age45, has been a director since July 2017. In October 2017, Mr.Frank founded and is the Managing Partner of Declaration Partners LP, an investment firm. From October 2008 to January 2017, Mr.Frank served as a Portfolio Manager of MSD Capital, LP, the family office of Michael Dell, investing in private and public securities in the energy sector. Beginning in 2011, Mr.Frank served as a portfolio manager of MSD Partners, LP, a registered investment advisor investing for Michael Dell and other clients. He was a Partner of both entities beginning in 2012. Prior to that, from 2005 to September 2008, Mr.Frank served as Partner and Portfolio Manager of Cumberland Associates, an investment firm, focusing on investments in the energy and industrials sectors. In 2004, Mr.Frank served as Director of Special Projects and Business Development of Harman International, a company specializing in automotive technology and consumer electronics. Prior to that, from 1999 to 2003, he served as a Private Equity Principal of WR Hambrecht + Co, an investment banking company and from 1995 to 1997, he served as an Investment Banking Analyst for Lazard Freres, a financial advisory and asset management firm. Since August 2016, Mr.Frank has served as a director of Viagogo, a privately held international secondary ticketing company, and since December 2017, he has served on the board of directors of Enstructure, a platform company buying port terminals. Mr.Frank adds value to our board of directors based on his experience with advising in capital markets and corporate strategy, his experience in the investment banking and asset management industries, especially within the energy sector, and his experience serving as a director of a company acting as a global online platform.

Eric Liaw, age38,age 35, has been a director since April 2019. Mr.Liaw2021. Mr. Belz is a Senior Managing Director in the Private Equity Group at Blackstone. Since joining Blackstone in November 2014, Mr.LiawMr. Belz has focused on investments in the upstream and midstream energy sectors and has been involved within Blackstone’s investments in EagleClaw Midstream Ventures, Guidon Energy, Swallowtail Royalties, Waterfield Midstream, Huntley & Huntley, Jetta Energy Permian, Primexx Energy Partners, Rock Ridge Royalty and Royal Resources And Ulterra Drilling Technologies,Cheniere Energy among others. From August 2008 until AugustBefore joining Blackstone, from 2011 to 2014, Mr.LiawMr. Belz was a PrincipalVice President at TPG Capital,Blue Water Energy, an energy-focused private equity fund based in London. Prior to that, Mr. Belz was an Associate at the First Reserve Corporation, an energy-focused private equity firm. Mr. Belz began his career as an Investment Banking Analyst at Lehman Brothers in the Natural Resources, Mergers and Acquisitions Group. Mr. Belz received an AB in Economics cum laude with a concentration in Government from Harvard College, where he evaluated and executed investment opportunities in the energy sector. From July 2004 to July 2006, Mr.Liaw was an associate at Bain Capital, where he focused on private equity investments in a wide range of industries.graduated with high honors. Because of his broad knowledge of the industry and oil and gas investments, we believe Mr.LiawMr. Belz is well qualified to serve on our boardBoard.

Continuing Directors

Claire R. Harvey, age 41, has served as our Chairman of directors.the Board since May 2020. Ms. Harvey is the President of ARM Resources, the upstream oil and gas division of ARM Energy, a producer services firm providing innovative solutions across the energy value chain. Ms. Harvey has a long history of investing in and owning oil and gas assets. From May 2019 to August 2020, she led Gryphon Oil and Gas, a private equity-sponsored company focused on acquiring non-operated interests in the Permian Basin. Prior to 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 and co-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 president of an oil and gas division as well as her background in finance and oil and gas mergers and acquisitions makes her a valuable addition to the Board.

Alan J. HirshbergDaniel C. Herz, age57,age 44, has been our Chief Executive Officer since August 2018, our President since April 2017 and a director since May 2020. He previously served as a member of our Board from April 2017 until July 2018. Mr. Herz served as President of Atlas Energy Group, LLC from April 2015 until October 2018. Mr. Herz 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 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 continued to serve as a Class A Director through April 2021. 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 voluntary pre-packaged plan under Chapter 11 in July 2016, which was confirmed and the companies emerged from Chapter 11 in September 2016. We believe that Mr. Herz is well qualified to serve as a director because of his directorship experience, as well as his substantial and broad experience in the energy sector, as an executive and director.

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William D. Anderson, PE, age 66, has been a director since April 2019. Mr.HirshbergJuly 2018. Mr. Anderson is the founding member and Managing Partner of Anderson King Energy Consultants, LLC (“AK”) and has worked with Blackstonebeen 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 Senior Advisor since January 2019. He joined ConocoPhillips in 2010 as itsregistered petroleum engineer and is a former Senior Vice President Planning and Strategy,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 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,South Texas basins, as well as supply chain, aviation, marine, majorfor projects in Europe, SE Asia, and engineering functions.Africa. Prior to joining ConocoPhillips, Mr.Hirshberg worked atNetherland 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 ExxonMobil for 27 years, serving in various senior leadership positions in upstream research, production operations, major projects and strategic planning. Mr.Hirshberg earned Bachelor anda Master of Science degreesEngineering in Petroleum Engineering from RiceTulane University. We believe that Mr.Hirshberg’s extensiveMr. Anderson adds value to our Board based on his broad experience in the industry, particularly with respect to oil and gas investments.

Jonathan R. Hamilton, age 31, has been a director since August 2018. Mr. Hamilton is a Principal 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 qualifies him for serviceand oil and gas investments, we believe Mr. Hamilton is well qualified to serve on our Board.

The Board held nine22 meetings during 2018.2020. During 2018,2020, 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 virtually attended the 20182020 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 2020, the audit committee held 4 meetings, the compensation committee held 8 meetings and the nominating and corporate governance committee held 1 meeting. In 2020 the Board also established an ad hoc transaction advisory committee. 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.Anderson, and Ms. Harvey. Each of Messrs. Frank, Jones and Anderson, and Ms. Harvey, meets the independent director standard under Nasdaq listing standards and under Rule 10A-310A-3(b)(1)(b)(1) of the Exchange Act. Mr.FrankMr. Jones serves as Chairman of our audit committee.the Audit Committee.

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

•        audits

•        

•        

•        

•        

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

•        

•        

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 2020 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 ourthe Nominating and Corporate Governance Committee Charter, which is available on the Company’s website, include, but are not limited to:

•        

•        

•        

•        

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

committee will assess the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, and the designation provisions of the Shareholders Agreement are waived or do not apply, the committee will consider whether to fill those vacancies and, if applicable, will consider various potential director candidates. The committee expects to evaluate any such candidates at regular or special meetings of the committee, and may be considered at any point during the year.

The nominating and corporate governance committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a nominating committee-recommendedcommittee-recommended nominee. The committee will seek to ensure that the membership of the Board and each committee of the Board satisfies all relevant Nasdaq listing standard requirements and applicable laws and regulations and all requirements of our governance documents. The nature of the specific qualifications, qualities, experience or skills (including international versus domestic background, diversity, age, and legal and regulatory requirements) that the committee may look for in any particular director nominee who is not a designee under the Shareholders Agreement will depend on the qualifications, qualities and skills of the rest of the directors at the time of any vacancy on the Board. The committee does not have a formal policy regarding the consideration of diversity in identifying director nominees beyond being committed to ensuring that no person would be excluded from consideration for service as a director as a result of their sex, race, religion, creed, sexual orientation or disability.

The nominating and corporate governance committee will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting. Our stockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our certificate of incorporation and bylaws.

Transaction Advisory Committee

In September 2020, the Board established a transaction advisory committee consisting of Messrs. Jones and Anderson, and Ms. Harvey. Ms. Harvey served as Chairman of the committee. The transaction advisory committee was an ad hoc committee established by the Board for the purpose of identifying, evaluating, negotiating and overseeing one or more potential transactions including, but not limited to, asset or business purchases and sales, business combinations and capital raises. The transaction advisory committee’s duties included:

The transaction advisory committee served until April 2021, at which time it was disbanded.

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Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to 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 code of business conduct and ethics is available on the Company’s website. We intend to disclose amendments to and waivers, if any, from our Code of Business Conduct and Ethics and Financial Code of Ethics, as required, on our website,www.falconminerals.com,, promptly following the date of any such amendment or waiver.

Board Leadership Structure and Role in Risk Oversight

Jonathan Z. CohenClaire R. Harvey serves as the Chairman of the Board, Edward E. Cohen serves as Vice Chairman of the Board and Daniel C. Herz serves as our Chief Executive Officer.Board. We believe that the most effective leadership structure at the present time is to have separate Chairman Vice Chairman and Chief Executive Officer positions because this allows the board of directorsBoard to benefit from having multiple strong voices bringing separate views and perspectives to meetings.

Our Board is responsible for overseeing the overall risk management process at our company. Risk management is considered a strategic activity within our company and, responsibility for managing risk currently rests with executive management while the Board participates in the oversight of the process. The oversight 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, management2020, the compensation committee retained F.W. Cook, a third partythird-party company, to provide consulting services related to our internal controls and risk management policies.policies attributable to our compensation plans.

•        

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in the annual report.

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PROPOSAL 2. APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Approval of Deloitte

We are asking our stockholders to approve the selection of Deloitte as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December31, 2019.December 31, 2021. Although approval is not required by our bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for approval as a matter of good corporate practice. If Deloitte is not approved, the audit committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if Deloitte is approved, the audit committee in its discretion may select a different independent registered public accounting firm if it determines that such a change would be in the best interests of our company and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE SELECTION OF DELOITTE TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2021.

Audit Fees and Services

The firm of Marcum LLP, or Marcum, acted as our independent registered public accounting firm during the year ended December31, 2017. On August27, 2018, the audit committee approved the engagement of Deloitte as the Company’s independent registered public accounting firm following the completion of the Business Combination.Combination described elsewhere in this proxy statement. We do not expect that representatives of Marcum or Deloitte will be present at the annual meeting, however, if present,these representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. The following is a summary of fees paid to Deloitte and Marcum for services rendered.

Audit Fees

During the years ended December31, 2018December 31, 2020 and 2017,2019, audit fees for our independent registered public accounting firm were $210,198$550,277 and $82,915,$905,572, respectively. Audit fees consist of fees billed for professional services rendered for the audit of our year-endyear-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with regulatory filings.

Audit-Related Fees

Audit-relatedAudit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the years ended December31, 2018December 31, 2020 and 2017, audit-related2019, there were no audit-related fees forpaid to our independent registered public accounting firm.

Tax Fees

During the years ended December 31, 2020 and 2019, tax fees paid to our independent registered public accounting firm were $22,145$151,095 and $0,$203,859, respectively. These represent fess for professional services rendered in connection with tax compliance, tax advice and tax planning.

TaxAll Other Fees

During the years ended December31, 2018December 31, 2020 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 2017,2019, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above.

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Audit Committee Pre-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, 2020.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding beneficial ownership of shares of our voting common stock as of April15, 2019April 5, 2021 by:

•        

•        

•        

Pursuant to the Company’s amended and restated certificate of incorporation, each share of Class C Common Stock, representing a non-economicnon-economic interest in the Company, entitles the holder to one vote per share. The table below represents beneficial ownership of Class A Common Stock, Class C Common Stock and Class A Common Stock and Class C Common Stock voting together as a single class, and is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Accordingly, shares of the Company’s Class A Common Stock issuable pursuant to outstanding warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

The beneficial ownership of the Company’s voting common stock is based on 45,929,265shares46,825,736 shares of Class A Common Stock outstanding and 40,000,000shares40,000,000 shares of Class BC Common Stock outstanding, except as otherwise indicated.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

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(2)      Represents the percentage of voting power of our Class A Common Stock and Class C Common Stock voting together as a single class. Each share of Class C Common Stock has no economic rights, but entitles the holder thereof to one vote for each share of Class C Common Stock held by such holder.

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

(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.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation DiscussionTable

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

Overview

NoneIn this section, we provide disclosure relating to the compensation of our named executive officers or directors received anypaid by the Company for fiscal years 2019 and 2020. The tables and narrative disclosure below provide compensation (cash or non-cash)information for services rendered priorthe following individuals:

We refer to the Business Combination. We did not payMessrs. Herz, Gunderson and Downs herein collectively as our “Named Executive Officers.” The compensation of any kind, including finder’sour Named Executive Officers in 2020 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 consummation of the Business Combination other than (i) repayment of loanscompensation study they performed.

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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.

Equity Compensation Plan Information

The following table sets forth shares of the Company’s Class A Common Stock that may be issued under the Incentive Plan as of December 31, 2020. The Incentive Plan has been approved by our stockholders. We do not maintain any equity incentive plans that have not been approved by stockholders.

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, 2020:

(1)      

(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 2018.21

Narrative Disclosure to Director Compensation Table

NonIn 2020, -employeenon-employee directors of the Company who are independent receivereceived an annual cash retainer in the amount of $100,000$75,000 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 onprovided that the number of shares of Class A Common Stock underlying such terms as determined by the Compensation Committee at the time of such grant.award did not exceed 25,000 shares. The Chairman and Vice Chairman of the Company receiveBoard and Chairman of the audit committee received an additional annual retainer in the amount of $250,000.

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.

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

Hepco Capital Management, LLC

Hepco Capital Management, LLC, of which Jeffrey Brotman is an officer, and its affiliates share certain employees and office space and reimburses the Company for a proportionate amount of the shared expenses on a monthly basis. For the year ended December 31, 2020, the Company received $0.3 million of such reimbursements.

Registration Rights

Pursuant to a registration rights agreement entered into in connection with our initial public offering, the holders of the founder shares and private placement warrants (and their underlying securities) are entitled to registration rights. The holders will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percentgreater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.

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, 2018 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.December 31, 2020.

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:

•        

•        

24

stockholder to request inclusion of a proposal in, or our right to omit a proposal from, our proxy statement pursuant to Rule 14a-814a-8 (or any successor provision) under the Exchange Act.

A stockholder who wishes to submit recommendations for director candidates to the Company should send a written recommendation to our corporate secretary. Each nomination must be made in accordance with our bylaws. The stockholder must represent that the stockholder is a stockholder of our Company and the stockholder will remain so through the date of the relevant meeting of stockholders of and, if the stockholder is not a record owner of shares of common stock, provide such information about the record owner as we may request. The recommendation must also include the written consent of the person so recommended, or the recommended person, to serve as a director if nominated and elected. The stockholder and the recommended person must also provide such additional information as we may request, including any information requested concerning their respective backgrounds and relationships with one another and our Company and concerning the qualifications of the recommended person.

ANNUAL REPORT AND REPORT ON FORM 10-K

Our 20182020 Annual Report to Stockholders accompanies this proxy statement. Stockholders of record as of April15, 2019 5, 2021 and beneficial owners of our common stock on that date may obtain from us, without charge, a copy of our most recent Annual Report on Form 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. 5, 2021.

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

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet – Q U I C K êêê E A S Y

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Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on May 26, 2021.

		INTERNET – 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.
		Vote at the Meeting –
		If you plan to attend the virtual online annual meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit:
		https://www.cstproxy.com/falconminerals/2021
		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

PROXY FALCON MINERALS CORPORATION — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTORS AND “FOR” PROPOSAL 2.		Please mark your votes like this

SignatureSignature, if held jointlyDate, 2021

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 27, 2021

The Proxy Statement and our

2020 Annual Report to Stockholders are available at:

https://falconminerals.gcs-web.com/financial-information/annual-reports

p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

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 2021 annual meeting of stockholders of Falcon Minerals Corporation (the “Company”) to be held virtually on May 27, 2021 at 11:00 a.m., New York time, at the offices of Falcon Minerals Corporation at https://www.cstproxy.com/falconminerals/2021, 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)