David C. Hardie
HALLADOR ENERGYAbout David C. Hardie
David C. Hardie (age 74) is an independent director of Hallador Energy Company and has served on the board since 1989 (36 years). He is Executive Chairman of Hallador Investment Advisors Inc., managing Hallador Cash Fund LP, Hallador Alternative Assets Fund, Moka Fund, and Hallador Balanced Fund; he is also Managing Member of Allora, a fine dining restaurant in Sacramento, and joined the board of Earlens Corporation in November 2020; he serves as director of The Parasol Tahoe Community Foundation and the University of California Davis Environmental Research Center. He holds a B.S. in Accounting from California Polytechnic State University (San Luis Obispo) and completed Harvard Business School’s Owner/President Management program; he beneficially owns 2,175,900 shares (5.06%) of HNRG as of April 9, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hallador Investment Advisors Inc. | Executive Chairman of the Board | Not disclosed | Oversees funds: Hallador Cash Fund LP, Hallador Alternative Assets Fund, Moka Fund, Hallador Balanced Fund. |
| Allora (Sacramento, CA) | Managing Member | Not disclosed | Fine dining restaurant operator. |
| Earlens Corporation | Director | Joined Nov 2020 | Venture-backed hearing aid company board. |
| The Parasol Tahoe Community Foundation | Director | Not disclosed | Community foundation governance. |
| UC Davis Environmental Research Center | Director | Not disclosed | Academic center governance. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Earlens Corporation | Director | Private (venture-backed) | Joined in Nov 2020. |
| The Parasol Tahoe Community Foundation | Director | Non-profit | Community foundation. |
| UC Davis Environmental Research Center | Director | Academic/Non-profit | Research center governance. |
Board Governance
- Committee memberships (current): Compensation Committee (member) and Nominating Committee (member).
- Prior chair role: Audit Committee Chair from January 1, 2024 through August 7, 2024 (pro-rated chair retainer paid).
- Independence: Board determined Mr. Hardie is independent under SEC and Nasdaq rules.
- Attendance: Each director up for re-election attended at least 75% of Board and committee meetings served during 2024; the Board held 8 regular meetings, Audit 4, Compensation 2, Nominating 3.
- Lead Independent Director: None (due to limited Board size); separate chairs for each committee.
- Executive sessions: Non-management directors meet in executive session regularly after scheduled Board meetings.
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Annual Board Retainer | $50,000 | Standard non-employee director retainer. |
| 2024 | Audit Committee Chair Fee (pro-rated) | $15,082 | For service as Audit Committee Chair from Jan 1, 2024–Aug 7, 2024. |
| 2024 | Total Director Compensation | $65,082 | Sum of retainer and pro-rated chair fee. |
- 2025 policy changes: Annual director retainer increased to $75,000 effective January 1, 2025; Audit Committee chair fee increased to $35,000; 50% of both the annual retainer and chair fee paid in fully vested shares of Common Stock, on a quarterly basis.
Performance Compensation
- Directors are compensated via cash retainers and fully vested share grants (50% of retainer/committee chair fees), with no performance-contingent metrics disclosed; the company notes it does not currently grant stock options as part of the equity compensation program.
Other Directorships & Interlocks
| Company/Entity | Relationship to HNRG | Potential Interlock/Conflict |
|---|---|---|
| Hallador Investment Advisors Inc. | Separate investment adviser; name-aligned but distinct from Hallador Energy Company | Affiliation with entities carrying the “Hallador” name; no related-party transactions with the Company are disclosed; Audit Committee must pre-approve any related person transactions. |
Expertise & Qualifications
- Technical/financial background: B.S. in Accounting; HBS Owner/President Management program.
- Investment/board experience: Executive leadership in investment management; board roles in healthcare device, non-profit, and academic entities.
- Tenure at Hallador Energy: 36 years on the Board, providing deep company and industry familiarity.
Equity Ownership
| Holder/Vehicle | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David C. Hardie (total) | 2,175,900 | 5.06% | As of April 9, 2025; total HNRG shares outstanding: 42,976,180. |
| Hallador Alternative Assets Fund LLC (beneficially owned) | 2,006,431 | — | Mr. Hardie is a Managing Member; fund beneficially owns shares. |
| David Hardie Separate Property Trust | 169,469 | — | Mr. and Mrs. Hardie are trustees with sole voting power. |
- Insider trading and alignment policies: Company prohibits hedging and pledging of Company stock (unless Audit Committee approves an exemption); no pledging exemptions have been granted since adoption.
Insider Trades
| Item | Date/Period | Detail |
|---|---|---|
| Section 16(a) compliance | June 2024 | One late transaction reported for Mr. Hardie. |
Governance Assessment
- Ownership alignment: Significant beneficial ownership (5.06%) indicates strong alignment and skin-in-the-game, supporting investor confidence in oversight continuity.
- Committee influence and experience: Service on Compensation and Nominating Committees, and prior Audit Chair role through August 2024, reflect broad governance engagement and financial oversight experience.
- Independence and attendance: Board affirms independence; attendance met ≥75% threshold—both positive signals for board effectiveness.
- Red flags and monitoring: One late Section 16 transaction in June 2024 (administrative compliance issue); anti-pledging policy with no exemptions reduces alignment risk; no specific related-party transactions disclosed, with Audit Committee pre-approval required for any such transactions.