David J. Lubar
HALLADOR ENERGYAbout David J. Lubar
David J. Lubar (age 70) has served on Hallador Energy Company’s board since 2018 and is currently an independent director, Audit Committee Chair, and an SEC-defined audit committee financial expert. He is President and CEO of Lubar & Co., with 41 years of investment experience across private companies, public equities, and fixed income. He holds a BA from Bowdoin College and an MBA from the University of Minnesota. He beneficially controls 12.69% of HNRG’s common stock through Lubar-affiliated investment funds, aligning him materially with shareholder outcomes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Bank (f/k/a Norwest Bank N.A.) | Commercial and correspondent banking | 1977–1983 (6 years) | Early career financial services experience |
| Lubar & Co. | President & CEO; lead investor | 1983–present | Lead investor in 20+ companies; broad capital allocation and governance experience |
| BMO Financial Corp | Director (prior) | Not disclosed | Prior large financial institution board experience |
| Northwestern Mutual Life Insurance Company | Director (prior) | Not disclosed | Prior large insurer board experience |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Nicholas Company | Director | Current | Asset management governance |
| Baird Funds | Director | Current | Mutual fund governance |
| Ixonia Bank | Chairman | Current | Bank chair role; oversight of risk and strategy |
| Milwaukee Brewers Baseball Club | Director | Current | Private company board |
| Lubar Companies | Director | Current | Multiple private companies |
| BMO Financial Corp | Director | Prior | Prior public financial services board |
| Northwestern Mutual Life Insurance Company | Director | Prior | Prior insurance board |
Board Governance
- Independence: Board determined all non-employee directors, including Lubar, are independent under SEC and Nasdaq rules; all Audit, Compensation, and Nominating Committee members are independent .
- Committee assignments: Audit (Chair, Financial Expert); Compensation (Member); not on Nominating .
- Attendance and engagement: In 2024, Board held 8 meetings; Audit 4; Compensation 2; Nominating 3. Each director up for re-election attended at least 75% of Board and committee meetings served .
- Board structure: Combined Chair/CEO (B. Bilsland); no Lead Independent Director due to board size; executive sessions of non-management directors held regularly .
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Audit | Chair; Financial Expert | Independent | Oversees integrity of financial reporting, internal controls, auditor independence, and compliance; meets in executive session with auditors |
| Compensation | Member | Independent | Oversees executive and director compensation; administers equity plans |
| Nominating & Corporate Governance | None | N/A | Committee chaired by Z. Gray |
Fixed Compensation
| Year | Annual Board Retainer | Committee Chair Fees | Form of Payment | Total |
|---|---|---|---|---|
| 2024 | $50,000 | $25,000 (Audit Chair) | Cash | $75,000 |
| 2025 policy (effective Jan 1) | $75,000 | $35,000 (Audit Chair) | 50% cash / 50% fully vested stock (based on closing price at payment) | Policy change; director-level award mix shifts to equity for alignment |
- Meeting fees: None disclosed; standard structure is retainer plus chair fees .
- Consultant: March 2025 review with F.W. Cook & Co.; resulted in increases and introduction of 50% equity payment for directors .
Performance Compensation
- Stock options/PSUs: Not part of director compensation; 2024 director table shows only cash retainers for Lubar .
- Annual equity program for directors: Starting 2025, 50% of retainer and chair fees paid in fully vested shares each quarter (no performance conditions) .
Other Directorships & Interlocks
| Company | Industry Link to HNRG | Potential Interlock/Conflict Assessment |
|---|---|---|
| Nicholas Company; Baird Funds | Asset management | Funds could invest across sectors; no related-party transactions disclosed with HNRG; monitor for holdings or votes impacting HNRG . |
| Ixonia Bank | Banking | No disclosed dealings with HNRG; related-party transactions require Audit Committee pre-approval . |
| Milwaukee Brewers Baseball Club | Sports/Entertainment | No operational overlap; low direct conflict risk . |
- Related-party governance: Any related person transactions >$120,000 require Audit Committee pre-approval; committee must determine best interests of shareholders .
Expertise & Qualifications
- SEC Audit Committee Financial Expert designation; deep oversight of financial reporting and controls .
- 41 years investment experience; multi-industry private/public investment leadership .
- Banking and insurance board experience; enhances risk oversight and capital markets fluency .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David J. Lubar (via Lubar & Co. affiliated funds) | 5,452,019 | 12.69% | Held through Lubar Equity Fund LLC (2,788,685), Lubar Opportunity Fund I (2,391,571), and SM Opportunity Fund, LLC (271,763); Lubar & Co., Inc. exercises voting/dispositive power; Lubar may be deemed beneficial owner but disclaims except to pecuniary interest . |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging; Audit Committee has not granted any exemptions since adoption—reduces alignment risk from hedging/pledging practices .
- RSUs/Options: Proxy notes no RSUs vesting within 60 days of the proxy date for any holder; director equity under 2025 policy is fully vested shares, not RSUs/options .
Governance Assessment
- Strengths: Independent director with SEC financial expert status; chairs Audit; consistent meeting attendance; significant share ownership (12.69%) aligning incentives; adoption of equity-based director retainer (50%) strengthens alignment; robust anti-hedging/anti-pledging policy without exemptions; related-party transaction oversight embedded in Audit Committee process .
- Watch items / potential conflicts: Large beneficial ownership and Audit Chair role centralize influence—requires continued transparency and guardrails via independence determinations and related-party review; multiple external directorships (financial institutions and funds) warrant monitoring for any transactional overlap or proxy voting dynamics with HNRG; absence of a Lead Independent Director may limit counterbalance to combined Chair/CEO .
- Engagement/attendance signal: At least 75% attendance across Board/committees; the Board and committees met regularly in 2024 (Board 8; Audit 4; Compensation 2; Nominating 3), supporting active oversight cadence .
- Compensation signal: 2025 director comp changes—higher retainer and audit chair fee with 50% paid in stock—indicate stronger ownership alignment; use of F.W. Cook supports independent benchmarking .
RED FLAGS to monitor: concentration of ownership alongside audit chair responsibilities; absence of Lead Independent Director; any future related-party transactions with Lubar-affiliated entities must continue to follow pre-approval protocols .