Bernard Duroc-Danner
About Bernard J. Duroc‑Danner
Bernard J. Duroc‑Danner is Chairman of the Board and Chief Executive Officer of Pyrophyte Acquisition Corp. (PHYTF), and a manager of its Sponsor, Pyrophyte Acquisition LLC . He previously built Weatherford International and Grant Prideco through extensive acquisition-led strategies and holds an MBA and PhD from the Wharton School, University of Pennsylvania . He is not independent given his executive roles and Sponsor control.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weatherford International / EVI, Inc. | Founder; Chairman, President & CEO (EVI), later Chairman & CEO (Weatherford) | 1987–2016 | Built via 250+ acquisitions to ~50,000 employees in 100+ countries; EVI share splits; created industry leaders . |
| Grant Prideco | Chairman | To 2003 | Spin-out from Weatherford; later sold to NOV for ~$7.5B EV . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Exterran | Director | Past | Board service cited . |
| LMS Capital | Director | Past | Board service cited . |
| Cal Dive International | Director | Past | Board service cited . |
| Peabody Energy | Director | Past | Board service cited . |
Board Governance
- Roles: Chairman of the Board and CEO; also designated proxy (alongside CFO) for the April 25, 2025 Extraordinary General Meeting .
- Independence: Not independent (executive officer; manager of Sponsor that holds 44.4% of shares) .
- Ownership and control: Sponsor beneficially owns 5,031,250 shares (44.4%); the Sponsor’s managers are Duroc‑Danner and Sten L. Gustafson, with voting/investment discretion .
- Committees: Not disclosed in available filings; no committee assignments found.
- Attendance/engagement: Meeting attendance rates not disclosed; engagement evidenced by proxy and Board recommendation roles for extension proposals .
- Controls risk: Company reported material weaknesses in internal control over financial reporting as of Q3 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | “None of the Company’s officers or directors has received any cash compensation for services rendered to the Company” . |
| Committee membership fees | $0 | No committee fees disclosed; directors/officers receive no cash compensation . |
| Meeting fees | $0 | Not disclosed; consistent with no cash compensation . |
Performance Compensation
| Item | Terms | Value/Units |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for directors/officers | None disclosed . |
| Sponsor earn‑out structure (alignment via Sponsor) | Up to 4,025,000 “Restricted Owned Shares” subject to earn‑out; 50% released at $12.50 trading price, 50% at $15.00, within 3 years post‑closing; forfeited if thresholds unmet . | 4,025,000 shares potential earn‑out . |
| Conversion features on Sponsor loans | Sponsor may convert up to $1.5M of working capital loans and extension notes into Private Placement Warrants at $1.00/war; warrants exercise at $11.50 . | $1.84M outstanding WC loan; $2.10M extension loans drawn . |
Other Directorships & Interlocks
| Relationship | Details | Potential conflict |
|---|---|---|
| Sponsor management | Manager of Pyrophyte Acquisition LLC alongside CFO; Sponsor holds 44.4% via Founder Shares . | Significant influence; related‑party transactions with Sponsor. |
| PIPE/earn‑out structure | Sponsor Support Agreement subjects up to 4,025,000 shares to earn‑out conditions tied to post‑combination share price . | Incentives tied to de‑SPAC completion and share price outcomes. |
Expertise & Qualifications
- Energy services consolidation and M&A execution; built Weatherford and Grant Prideco into industry leaders via multi‑hundred acquisition program .
- Education: MBA and PhD, Wharton School (University of Pennsylvania) .
- Recognitions: Ernst & Young Worldwide Entrepreneur of the Year (Energy & Chemicals, 2008); Outstanding Texas Entrepreneur (2011) .
Equity Ownership
| Holder | Shares | % Outstanding |
|---|---|---|
| Bernard J. Duroc‑Danner (via Sponsor; disclaims except pecuniary interest) | 5,031,250 | 44.4% . |
Notes: Vested/unvested breakdown not disclosed; no pledging disclosed; guidelines not disclosed.
Related Party Transactions (Conflict Indicators)
| Transaction | Counterparty | Amount/Terms |
|---|---|---|
| Administrative Services Agreement | Sponsor | $15,000/month (amended Sept 25, 2024, effective May 1, 2024; previously $5,000/month) . |
| Working Capital Loan | Sponsor | $1,476,742 outstanding at 9/30/2024; convertible up to $1.5M into Private Placement Warrants at $1.00/war; maturity tied to business combination . |
| Extension Notes (First/Second) | Sponsor | $2,100,000 advanced; monthly contributions ($160k/month first extension; $90k/month second extension); non‑interest bearing; convertible; due only from funds outside Trust if no combination . |
| Extension Proposal Third Contributions | Sponsor | Commitment up to $125,000/month or $0.04/public share per month to Extended Date; non‑interest bearing note; maximum $1.5M . |
| Due to related party | Sponsor | $120,000 outstanding for admin services at 9/30/2024 . |
| Non‑Redemption Agreement | Investor | Company to issue 58,570 Class A shares to a holder committing not to redeem 100,000 shares . |
Performance & Track Record (Risk Context)
- Weatherford CEO departure amid SEC issues: Weatherford paid $140M penalty for earnings inflation (2007–2012); Duroc‑Danner stepped down as CEO in 2016 .
- Current issuer risks: Material weaknesses in internal controls; delisted from NYSE (OTC Pink trading as PHYTF) due to SPAC max listing duration .
Director Compensation Structure Analysis
- Cash vs equity mix: No cash compensation to directors/officers; economic exposure primarily via Sponsor holdings and earn‑out terms rather than direct director equity grants .
- At‑risk incentives: Sponsor earn‑out thresholds ($12.50/$15.00) tie outcomes to post‑combination share performance, potentially aligning but also incentivizing deal completion despite redemptions .
- Guaranteed compensation: Admin fee to Sponsor, not to individual directors; increases fixed related‑party payments .
Say‑on‑Pay & Shareholder Feedback
- Not applicable; SPAC governance disclosures do not include say‑on‑pay votes in available filings.
Employment & Contracts
- Executive role: CEO and Chairman; specific employment agreement terms, non‑compete or severance provisions not disclosed in available filings .
- Proxy roles: Designated as proxy holder for 2025 EGM .
Board Governance – Additional Details
- Insiders’ voting intent: Insiders expected to vote in favor of the extension; insiders (including Sponsor) not entitled to redeem their Founder Shares; Sponsor may purchase public shares to reduce redemptions under restrictions .
- Sponsor liability to trust: Sponsor agreed to protect Trust Account down to the lesser of $10.25 per public share or actual amount, subject to exceptions .
Governance Assessment
- Strengths: Deep energy M&A and operational experience; significant skin‑in‑the‑game via Sponsor block; earn‑out structure can align with post‑deal performance .
- Concerns/RED FLAGS:
- Not independent; dual role as CEO and Chairman with Sponsor control (44.4% ownership) .
- Extensive related‑party financing and fees (admin fees, working capital loans, extension notes), all with conversion features into warrants .
- Material weaknesses in internal control over financial reporting .
- OTC Pink trading following NYSE suspension; thin liquidity risk .
- Historical Weatherford SEC issues under prior leadership introduce reputational risk .
Overall implication: Board effectiveness and investor confidence hinge on mitigating conflicts through robust independent oversight and transparent handling of Sponsor‑linked financings and earn‑outs; independence is structurally limited given management and Sponsor roles.
Equity Ownership Table (Detail)
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 5,031,250 . |
| Ownership (% of outstanding) | 44.4% . |
| Shares pledged | Not disclosed. |
| Vested vs unvested | Not disclosed. |
| Ownership guidelines/compliance | Not disclosed. |
Notes and Sources
- Corporate filings: DEF 14A (Apr 15, 2025) and Form 10‑Q (Q3 2024) for Pyrophyte Acquisition Corp.; all quantities and terms cited by bracketed references [doc_id:chunk].
- Biographical and external board data: Company website and trade press with full URLs provided above.