DEF 14A of Tamboran Resources Corp
Filed Oct 17, 2024 · FY20240001193125-24-238881
TO APPROVE, THE ELECTION OF THE COMPANY’S THREE CLASS I DIRECTORS, BEING EACH
TO APPROVE, THE ELECTION OF THE COMPANY’S THREE CLASS I DIRECTORS, BEING EACH
OF: (1) FREDRICK BARRETT, (2) PATRICK ELLIOTT, (3) STEPHANIE REED
OF: (1) FREDRICK BARRETT, (2) PATRICK ELLIOTT, (3) STEPHANIE REED
General
General At the Annual Meeting, our stockholders will vote on the three Class I directors for a three-year term and until the election and qualification of their respective successors in office, or until such director’s earlier death, resignation, or removal. ASX Listing Rule 14.5 requires that an entity which has directors must hold an election of directors at each Annual Meeting. Further, in accordance with ASX Listing Rule 14.4, a director must not hold office (without re-election) past the third Annual Meeting following their appointment of 3 years, whichever is longer. The directors named herein have agreed to serve, if elected, until the next annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, or removal. There are no family relationships between or among any of our executive officers, nominees, or continuing directors. The election of each director will be voted on separately. If a proposal to elect a director is approved, the director will be appointed for a three-year term as outlined above. If a proposal to elect a director is not approved, the director will not be appointed and will cease to be a director, and the board may be required to take steps to fill that vacancy.
Director Nominees
Director Nominees The following table sets forth information with respect to our director nominees for election at the Annual Meeting:
Director Nominees
| Name | Independent | Age | | (1) Fredrick Barrett | Yes | 63 | | (2) Patrick Elliott | Yes | 72 | | (3) Stephanie Reed | No | 42 |
Director Nominees
More detailed biographical descriptions of the nominees are set forth in the text below. These descriptions include the experience, qualifications, qualities, and skills that led to the conclusion that each director should serve as a member of our Board at this time.
Director Nominees
| Age: 63 Director since: 2014 Committees: Nomination & Governance, Audit & Risk Management and Sustainability. Class: I | (1) Fredrick Barrett served as an independent Director for Tamboran Resource Limited (“TR Ltd.”) since September 2014, a Director of the Company since December 2023 and has over 35 years of experience in the oil and gas resources industry. Mr. Barrett served as an independent Non-Executive Director on the Board of Asian American Gas Energy Holdings (“AAG”), a leading coalbed methane natural gas company focused in China, from 2015-2018. Mr. Barrett served as Chairman of the New Business Committee for AAG from 2016-2018. During 2014 and 2015, Mr. Barrett served on the Unconventional Advisory Panel at Santos Ltd (ASX: STO), an independent exploration and production oil and gas company headquartered in Adelaide, Australia. Mr. Barrett no longer serves in any advisory function for Santos. Mr. Barrett co-founded Bill Barrett Corporation (NYSE: BBG) in January 2002 and served in various positions from 2002-2013, including President and Chief Operating Officer from 2002-2006 and Chief Executive Officer and Chairman of the Board from 2006-2013. Prior to that, Mr. Barrett was a senior exploration geologist for Barrett Resources Corp. (NYSE: BRR) in the U.S. Rocky Mountain Region from 1989 to 2001, and a lead geologist for various Rockies areas from 1989 to 1996. Mr. Barrett was a Co-Founder and Partner in Terred Oil Company from 1987 to 1989, a private oil and gas partnership that provided geologic oil and gas services for the U.S. Rocky Mountain Region. Mr. Barrett worked as a project and wellsite geologist for various periods from 1983 to 1986 for Barrett Resources and held similar roles for various periods for the Barrett Energy and Aeon Energy companies from 1981 to 1983. Mr. Barrett received a Bachelor of Science in Geology from Ft. Lewis College and a Master of Science in Geology from Kansas State University. He is also a graduate of the Harvard Business School Advanced Management Program. We believe Mr. Barrett is qualified to be on our board of directors due to his public company experience and technical background. | | Age: 72 Director since: 2009 Committees: Audit & Risk Management (Chair) and Sustainability. Class: I | (2) Patrick Elliott is a founding shareholder and joined the board of TR Ltd. in February 2009, serving as the Chairman from February 2009 to November 2020, and a Director of the Company since December 2023. Mr. Elliott has over 40 years of diverse experience working in commercial and management roles in the upstream oil and gas mineral resources industries. Mr. Elliott has served on the boards of Cap-XX Ltd (LON: CPX) since August 2011, Rockfire Resources plc (LON: ROCK) since March 2019, Argonaut Resources N.L. (ASX: ARE) from 1993 to October 2023, Orpheus Minerals Ltd (ASX: ORP) from August 2020 to October 2023, and Ioneer Ltd (ASX: INR) from June 2003 to November 2020. Mr. Elliott has served on boards of numerous private companies over the last 40 years. Mr. Elliott is a Certified Practicing Accountant in Australia. Mr. Elliott received a Bachelor of Science from The University of Auckland, a Bachelor in Commerce (Accounting and Financial Management) from the University of New South Wales, and a Master of Business Administration in Mineral Economics from the Macquarie Graduate School of Management. We believe that Mr. Elliott is qualified to be on our board of directors due to his corporate finance and investment experience. |
Director Nominees
| Age: 42 Director since: 2023 Committees: Compensation and Sustainability. Class: I | (3) Stephanie Reed has served as a Director of TR Ltd. since September 2023 and a Director of the Company since December 2023. Ms. Reed has over 15 years of experience in the oil and gas industry. Ms. Reed has been a Partner of Formentera Partners since April 2022, where she oversees all aspects of funds business development efforts, and land geosciences, legal, human resources, and marketing & midstream, while additionally assisting with asset management and operations. Ms. Reed previously served as Vice President of Oil & Gas Marketing & Midstream at Pioneer Natural Resources USA (NYSE: PXD) from January 2021 to April 2022. While at Pioneer, Ms. Reed served on the Cybersecurity Steering Committee. Prior to joining Pioneer, Ms. Reed served in several roles at Parsley Energy, Inc. (NYSE: PE), from January 2010 to January 2021, including Senior Vice President, Land, Marketing & Midstream. While at Parsley, Ms. Reed oversaw all business development, land, regulatory, midstream, and marketing business units. Ms. Reed also served on the Parsley’s Executive Personnel Committee and Management Team, Corporate Governance Committee, Financial Reporting Committee, IT Steering Committee, and Sustainability Committee. Ms. Reed graduated from Texas Tech University with a Bachelor’s in Applied Science and a Master of Business Administration. We believe Ms. Reed is qualified to be on our board of directors due to her experience in the oil and gas industry. |
Director Nominees
Our directors bring a range of skills and experience in relevant areas, including oil and gas, exploration and production, finance, international business, as well leadership and management. We believe this cross-section of capabilities enables our Board of Directors to help guide our objectives and leading corporate governance practices.
Recommendation of Our Board of Directors
Recommendation of Our Board of Directors OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE NAMED ABOVE.
Continuing Directors
Continuing Directors
Continuing Directors
| Age: 54 Director since: 2023 Committees: Nominations & Governance Class: II | John Bell—Director. John Bell has served as a Director for TR Ltd. since April 2023 and a Director of the Company since December 2023. Mr. Bell has been Senior Vice President of International and Offshore Operations of Helmerich & Payne, Inc. (NYSE: HP) (“H&P”) since 2020 and oversees H&P’s drilling operations in South America, the Middle East, and the Gulf of Mexico. Mr. Bell joined H&P in 1998 as a Business Systems Analyst and has held a variety of senior leadership positions from Vice President of Human Resources to Vice President of Corporate Services. Early in his career, Mr. Bell was involved in and led various projects focused on improving rig operations such as rig moves, offshore crane operations, and maintenance systems. During his time in corporate roles, Mr. Bell held leadership roles in a variety of initiatives, most notably Workforce Staffing, global Human Resources cloud-based system, and global ERP implementation. He is a current member of the Executive Leadership Team. Mr. Bell serves on the Baylor University Hankamer School of Business Advisory Board. Mr. Bell received a Bachelor of Business Administration with a double major in Economics and Marketing from Baylor University. We believe Mr. Bell is qualified to be on our board of directors due to his drilling operational experience. |
Continuing Directors
| Age: 45 Director since: 2023 Committees: Nominations & Governance and Audit & Risk Management Class: II | Ryan Dalton—Director. Ryan Dalton has served as a Director of TR Ltd. since September 2023 and a Director of the Company since December 2023. Mr. Dalton has over 20 years of financial experience, including a decade in the oil & gas industry. Mr. Dalton most recently served as Executive Vice President, Chief Financial Officer, at Parsley Energy, Inc. (NYSE: PE) from 2012-2021, until being acquired by Pioneer Natural Resources. Prior to joining Parsley Energy, Mr. Dalton served as an investment banker in Rothschild’s restructuring group, and as a consultant at Alix Partners. Mr. Dalton received a Bachelor of Business Administration in Finance from Southern Methodist University and a Master of Business Administration from the University of Virginia. We believe that Mr. Dalton is qualified to be on our board of directors due to his background in corporate finance, strategic planning, public and private capital raising, as well as risk management. | | Age: 73 Director since: 2023 Committees: Compensation, Sustainability (Chair), and Nominations & Governance. Class: II | Andrew Robb—Director. The Hon. Andrew Robb AO has served as a Director of TR Ltd. since April 2023 and a Director of the Company since December 2023. Mr. Robb served as a Member of Australia’s House of Representatives from 2004-2016 and as Australia’s Minister for Trade, Investment and Tourism from 2013-2016. While serving as Minister for Trade, Investment and Tourism, Mr. Robb negotiated Free Trade Agreements with South Korea, Japan and China; the 12 country Trans Pacific Partnership (TPP) free trade agreement; the Comprehensive Strategic Partnership with Singapore; and conducted 85 investment roundtables with 28 countries. While serving in the House of Representatives, Mr. Robb also held positions as Chairman of the Government’s Workplace Relations Taskforce, Assistant Minister for Immigration and Multicultural Affairs and then Minister for Vocational and Further Education. In Opposition, Mr. Robb held positions as Shadow Minister for Foreign Affairs, Shadow Minister for Infrastructure and Climate Change, Chairman of the Coalition Policy Development Committee and Shadow Minister for Finance, Deregulation and Debt Reduction. Mr. Robb was awarded the Office of the Order of Australia (AO) for his service to agriculture, politics, and the community. Mr. Robb retired from politics in 2016 and currently serves as Chairman of The Robb Group, CBMA and CLARA Energy and as a Board Member of the Kidman cattle enterprise, CNSDose, Mind Medicine Australia, CDMA, and strategic advisor to Seafarms Ltd, as well as a range of national and international businesses. Mr. Robb previously served as a director of Ten Network Holdings (ASX: TEN) from 2016-2017, in addition to previously serving as a director of other privately held companies. Mr. Robb received a Diploma in Agricultural Science from Dookie Agricultural College and a Bachelor’s in Economics from LaTrobe University. We believe that Mr. Robb is qualified to be on our board of directors due to his extensive leadership and international trade experience. |
Continuing Directors
| Age: 50 Director since: 2018 Committees: N/A Class: III | Joel Riddle—Chief Executive Officer and Director. Joel Riddle joined TR Ltd. as Chief Executive Officer in September 2013, was appointed as a Director of TR Ltd. in December 2018 and has served as Chief Executive Officer and Director of the Company since October 2023. Mr. Riddle brings over 25 years of experience in the upstream oil and gas industry. Prior to joining TR Ltd., Mr. Riddle served as Vice President, Commercial and Planning at Cobalt International Energy (Cobalt) from 2006 to 2013, where he worked closely with executive management in the initial evaluation and implementation of the exploration growth strategy in the Gulf of Mexico and West Africa and played a role in Cobalt’s initial public offering. Cobalt filed a voluntary petition for bankruptcy on December 14, 2017. Prior to his position with Cobalt, Mr. Riddle served in various management positions including business development, commercial and strategic planning with Unocal Corporation from 2002-2005 and Murphy Oil Corporation from 2005-2006. Prior to Unocal Corporation, from 2001-2002, Mr. Riddle was a senior associate with Andersen Consulting, serving upstream exploration and production clients on strategy and performance improvement engagements. Mr. Riddle began his career in 1997 as a senior reservoir engineer with ExxonMobil, serving various assignments focused on upstream oil and gas operations in the Gulf of Mexico. Mr. Riddle received a Bachelor of Science with Honors in Mechanical Engineering from the University of Florida and a Master of Business Administration from the University of Chicago. We believe Mr. Riddle is qualified to be on our board of directors due to his extensive experience with the Company and the global energy industry and his technical acumen. | | Age: 70 Director since: 2016 Committees: N/A Class: III | Richard Stoneburner—Chairman. Richard (Dick) Stoneburner has served on the board of directors of TR Ltd. since May 2016 and was named Chairman of TR Ltd. in February 2021 and Chairman of the Company in December 2023. Mr. Stoneburner has approximately 45 years of experience in upstream oil and gas exploration and production. Since 2013, Mr. Stoneburner has been a Partner and Senior Advisor for Pine Brook Partners, a private equity firm focusing on investments in the energy sector. Mr. Stoneburner was a Co-Founder and former President and Chief Operating Officer of Petrohawk Energy Corporation from 2003-2011 and President – North America Shale Production Division for BHP Billiton Petroleum from 2011-2012. Prior to co-founding Petrohawk in 2003, Mr. Stoneburner was Executive Vice President Exploration for 3TEC Energy Corporation and worked for several E&P companies, including Hugoton Energy Corporation, Stoneburner Exploration Inc., Weber Energy and Texas Oil & Gas. Mr. Stoneburner currently serves on the board of Sitio Royalties Corp. (NYSE: STR) (formerly Brigham Minerals, Inc.; NYSE: MNRL), a position he has held since 2018. He also previously served on the board of Yuma Energy, Inc. (NYSE American: YUMA) from 2014-2020 and currently serves on the boards of private companies in the oil and gas industry. Mr. Stoneburner received a Bachelor in Science in Geological Sciences from the University of Texas at Austin and a Master of Science in Geology from Wichita State University. We believe Mr. Stoneburner is qualified to be on our board of directors due to his extensive leadership experience and professional experience in upstream oil and gas exploration and production. |
Continuing Directors
| Age: 62 Director since: 2021 Committees: Compensation (Chair) and Audit & Risk Management. Class: III | David Siegel—Director. David Siegel has served as a Director of TR Ltd. since March 2021 and a Director of the Company since December 2023. Mr. Siegel has 30 years of experience in the aerospace and aviation industry. Since October 2017, Mr. Siegel has acted as a Senior Advisor for Apollo Global Management. Mr. Siegel served as Chairman of Sun Country Airlines (NASDAQ: SNCY) from April 2018 to February 2023 and Chairman of Genesis Park Acquisition Corp (formerly NYSE: GNPK) from November 2020 to September 2021 and currently serves on the boards of private airline companies. Prior to joining Apollo, Mr. Siegel served as Chief Executive Officer for a number of operators, including Ansett Worldwide Aviation Services from 2016-2017, Frontier Airlines (NASDAQ: ULCC) from 2012-2015, XOJET from 2008-2010, US Airways (formerly NYSE: LCC) from 2002-2004, during which he successfully guided the company through bankruptcy and returned it to profitability in 2003, and Avis Budget Group Inc. (NASDAQ: CAR). After beginning his career as a consultant at Bain & Company, where he worked from 1983 to 1990, Mr. Siegel served in various senior management roles at Continental Airlines, Inc. (formerly NYSE: CAL) and Northwest Airlines Corp. (formerly NYSE: NWA). Mr. Siegel holds a Bachelor of Science from Brown University and a Master of Business Administration from Harvard Business School. We believe that Mr. Siegel is qualified to be on our board of directors due to his substantial experience in managing public companies. |
Election of Directors
Election of Directors Our Bylaws provide that, at all meeting of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2024 Summary Compensation Table” below. In fiscal 2024, our “named executive officers” and their positions were as follows:
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Joel Riddle, our Managing Director and Chief Executive Officer; |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Eric Dyer, our Chief Financial Officer; and |
EXECUTIVE AND DIRECTOR COMPENSATION
| • | Faron Thibodeaux, our Chief Operating Officer. |
EXECUTIVE AND DIRECTOR COMPENSATION
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for fiscal year 2024.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Non-Equity Incentive Compensation ($)(2) | All Other Compensation ($) | Total | | Joel Riddle (3) | 2024 | 435,605 | 466,132 | 256,221 (4) | 1,157,957 (7) | | Managing Director and Chief Executive Officer | 2023 | 565,658 | 521,781 | 17,021 | 1,108,460 | | Eric Dyer (3) | 2024 | 357,473 | 186,453 | 268,595 (5) | 812,520 (7) | | Chief Financial Officer | 2023 | 449,738 | 210,313 | — | 660,051 | | Faron Thibodeaux | 2024 | 409,313 | 219,000 | 99,616 (6) | 727,929 (8) | | Chief Operating Officer | 2023 | 396,229 | 240,600 | 59,347 | 696,176 |
2024 Summary Compensation Table
| (1) Amounts included reflect base salary earned during fiscal 2024 |
2024 Summary Compensation Table
| (2) Amounts reflect the amount of cash performance-based bonuses earned for the period from January 1, 2023 through December 31, 2023 based on actual performance pursuant to our short-term incentive plan. We provide additional information regarding the annual bonuses in “—Narrative to Summary Compensation Table—2024 Bonuses” below. |
2024 Summary Compensation Table
| (3) All amounts paid to Messrs. Riddle and Dyer were paid in Australian dollars and have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.655 which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
2024 Summary Compensation Table
| (4) Amount reflects the Company’s compulsory contributions to Mr. Riddle’s Australian superannuation account ($17,946), fees for tax preparation ($3,578), healthcare costs ($7,941) and $226,739 paid to Mr. Riddle on May 24, 2024 in order to compensate for taxes paid by Mr. Riddle in connection with an award of 2,600,000 ordinary shares of TR Ltd. made in 2021. In each case, the amount was converted from Australian dollars to U.S. dollars using a conversion rate of A$1.00 to $0.655, which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
2024 Summary Compensation Table
| (5) Amount reflects the Company’s compulsory contributions to Mr. Dyer’s Australian superannuation account ($8,981), Mr. Dyer’s home leave ($48,970), school fees ($16,849), fees for tax preparation ($48,718), healthcare costs ($8,564) and $136,513 paid to Mr. Dyer on May 24, 2024 in order to compensate for certain taxes paid by Mr. Dyer in connection with an award of ordinary shares of TR Ltd. made in 2021. In each case, the amount was converted from Australian dollars to U.S. dollars using a conversion rate of A$1.00 to $0.655, which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
2024 Summary Compensation Table
| (6) Amount reflects 401(k) Company matching contributions ($10,095), amounts paid under the tax equalization arrangement described below ($60,167), fees for tax preparation ($6,032) and the payment of accrued but unused leave ($23,322) in December 2023. |
2024 Summary Compensation Table
| (7) Amounts were paid by Tamboran Service Pty Ltd. |
2024 Summary Compensation Table
| (8) Amounts were paid by Tamboran USA, LLC. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive awards for each named executive officer as of June 30, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Option Awards (1) | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Equity Incentive Plan Awards: | Option Exercise Price ($) | Option Expiration Date | | | | | Number of Securities Underlying Unexercised Unearned Options (#) | | | | Joel Riddle | 05/20/2021 (2) | 3,267,500 | — | 0.25 (11) | 05/20/2026 | | | 05/20/2021 (2) | 5,500,000 | — | 0.18 (11) | 05/20/2026 | | | 05/20/2021 (3) | — | 2,750,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (4) | — | 2,750,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (5) | — | 2,750,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (6) | — | 2,750,000 | 0.31 (11) | 05/20/2026 (13) | | Eric Dyer | 05/20/2021 (2) | 3,000,000 | — | 0.25 (11) | 05/20/2026 | | | 05/20/2021 (3) | — | 1,250,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (4) | — | 1,250,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (5) | — | 1,250,000 | 0.31 (11) | 05/20/2026 (13) | | | 05/20/2021 (6) | — | 1,250,000 | 0.31 (11) | 05/20/2026 (13) | | Faron Thibodeaux | 10/28/2021 (7) | — | 1,250,000 | 0.30 (12) | 05/20/2026 (13) | | | 10/28/2021 (8) | — | 1,250,000 | 0.30 (12) | 05/20/2026 (13) | | | 10/28/2021 (9) | — | 1,250,000 | 0.30 (12) | 05/20/2026 (13) | | | 10/28/2021 (10) | — | 1,250,000 | 0.30 (12) | 05/20/2026 (13) |
Outstanding Equity Awards at Fiscal Year-End
(1) Each option listed in the table below was granted pursuant to the 2021 Equity Incentive Plan. In connection with the corporate reorganization, the terms of each outstanding option to acquire ordinary shares of TR Ltd. were amended such that the entitlement to be issued ordinary shares of TR Ltd. instead became entitlements to be issued CDIs in the Company. Each CDI represents beneficial ownership of 1/200th of a share of our Common Stock. The number of securities underlying options noted above is denominated in CDIs (and not shares of our Common Stock), and the exercise price shown above represents the exercise price per CDI. (2) This option vested and became exercisable upon issuance. (3) This option vests and becomes exercisable if the Company’s 90-day trailing volume-weighted average price of a CDI on ASX (or “VWAP”) equals or exceeds $0.78 per share (converted to U.S. dollars using a conversion rate of A$1.00 to $0.777, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (4) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds $1.17 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.777, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (5) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds or equals $1.55 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.777, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (6) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds $1.94 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.777, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (7) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds $0.76 per share (converted to U.S. dollars using a conversion rate of A$1.00 to $0.7531, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (8) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds $1.12 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.753, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (9) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds or equals $1.51 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.753, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (10) This option vests and becomes exercisable if the Company’s 90-day trailing VWAP equals or exceeds $1.88 per CDI on ASX (converted to U.S. dollars using a conversion rate of A$1.00 to $0.7531, which was the conversion rate in effect on the date of grant), provided, unless otherwise determined by our board of directors, the executive remains employed through such time. (11) Exercise prices have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.777, which was the conversion rate in effect on the date of grant. (12) Exercise prices have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.753, which was the conversion rate in effect on the date of grant. (13) This option will expire on May 20, 2026 or, if the option vests prior to such date, the date that is five years after the applicable vesting date, provided that the executive remains employed through such time (unless otherwise determined by our board of directors).
Director Compensation
Director Compensation The following table shows the total compensation paid to each individual who served as a non-employee director of the Company during fiscal year 2024. Our Chief Executive Officer Joel Riddle served as a director on our board but received no additional compensation for his service as a director. See “Executive Compensation” for more information.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Total ($) | | Richard Stoneburner | 143,732 | 143,732 | | Fred Barrett | 104,532 | 104,532 | | Patrick Elliott (1) | 96,701 | 96,701 | | David Siegel | 96,364 | 96,364 | | Andrew Robb (2) | 104,896 | 104,896 | | John Bell (3) | — | — | | Stephanie Reed (4) | 68,636 | 68,636 | | Ryan Dalton (5) | 68,347 | 68,347 |
Director Compensation
| (1) Amount included for Mr. Elliott was converted from Australian dollars to U.S. dollars using a conversion rate of A$1.00 to $0.655 which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
Director Compensation
| (2) Amounts included for Mr. Robb were paid in Australian dollars and have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.655 which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
Director Compensation
| (3) In accordance with Helmerich & Payne, Inc.’s requirements, Mr. Bell is not provided compensation for his role on the board of directors. |
Director Compensation
| (4) Ms. Reed was appointed to the board of directors on September 28, 2023. |
Director Compensation
| (5) Mr. Dalton was appointed to the board of directors on September 28, 2023. |
Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of June 30, 2024 by each non-employee director. In connection with the corporate reorganization, the terms of each outstanding option to acquire ordinary shares of TR Ltd. were amended such that the entitlement to be issued ordinary shares of TR Ltd. instead became entitlements to be issued CDIs in the Company. Each CDI represents beneficial ownership of 1/200th of a share of our Common Stock. None of the non-employee directors held outstanding stock awards at 2024 fiscal-year end.
Director Compensation
| Name | Options Outstanding at Fiscal Year End | | Richard Stoneburner | 483,393 | | Fred Barrett | 733,393 | | Patrick Elliott | 233,393 | | David Siegel | 233,393 | | Andrew Robb | — | | John Bell | — | | Stephanie Reed | — | | Ryan Dalton | — |
Director Compensation
Non-Employee Director Compensation Each of our non-employee directors is paid an annual fee in respect of their service on the board of directors. The actual annual fee awarded to each director for fiscal 2024 service is set forth above in the Director Compensation table in the column entitled “Fees Earned or Paid in Cash.” Prior to the IPO, we paid our non-employee directors the annual base fees set forth in the tables below:
Director Compensation
| Director fees per annum including statutory entitlements: (1) | | | Chairman | $144,100 | | Annual Directors Fee | $72,050 | | Nomination and Governance Committee | $8,187 | | Audit and Risk Management Committee | $8,187 | | ESG Committee | $8,187 | | Remuneration Committee | $8,187 | | Chair of the Nominations and Governance Committee | $16,375 | | Chair of the ESG Committee | $16,375 | | Chair of the Audit and Risk Committee | $16,375 | | Chair of the Compensation Committee | $16,375 |
Director Compensation
| (1) Amounts were paid in Australian dollars and have been converted to U.S. dollars using a conversion rate of A$1.00 to $0.655 which was the average exchange rate from the period between July 1, 2023 and June 30, 2024. |
Director Compensation
PROPOSAL TWO: