Anthony C. Duenner
About Anthony C. Duenner
Anthony C. Duenner, 65, is Executive Vice President, General Counsel and Secretary of Sable Offshore Corp. (SOC) since February 2024; he has also served in this role at Sable Offshore Corp. since September 2021 and previously at Flame Acquisition Corp. during 2023–2024 . He brings 35+ years of diverse legal and commercial energy experience spanning corporate development, international/new ventures, and private legal practice; he holds a Bachelor of Science in Finance from the University of Tulsa and a Juris Doctor from the University of Tulsa, having attended the University of Oklahoma . Company-level TSR and operating performance metrics were not attributed to Duenner individually in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flame Acquisition Corp. | EVP, General Counsel & Secretary | Mar 3, 2023 – Feb 2024 | Senior legal leadership through business combination transition |
| Flame Acquisition Corp. | Vice President | Mar 1, 2021 – Mar 3, 2023 | Executive role preceding GC responsibilities |
| Sable Offshore Corp. | EVP, General Counsel & Secretary | Since Sep 2021 | Foundational legal leadership for SOC |
| Sable Permian Resources, LLC | Vice President, Corporate Development | May 2017 – Feb 2021 | Acquisition, consolidation and optimization of upstream opportunities |
| Freeport-McMoRan Oil & Gas (FM O&G) | Vice President—International & New Ventures | Jun 2013 – Apr 2017 | Responsibility for international commercial activities and new ventures/partnerships |
| Plains Exploration & Production Company (PXP) | VP—International & New Ventures | May 2005 – May 2013 | International and new ventures leadership (pre-merger into Freeport) |
| Plains Exploration & Production Company (PXP) | Assistant General Counsel | May 2005 – Nov 2007 | Legal counsel role supporting corporate activities |
| Entergy Corp. | Vice President, Corporate Development | 2004 – 2005 | Led corporate development for Entergy and subsidiaries |
| Enron International / Prisma Energy International | Project development & wholesale origination | 1998 – 2004 | Commercial project development and origination |
| Bracewell LLP | Partner; Associate | Partner 1994–1997; Associate 1988–1994 | Private legal practice in Houston |
| Morgan Lewis (Washington, D.C.) | Associate | 1986 – 1988 | Early legal career |
External Roles
No current public-company board memberships or committee roles are disclosed for Duenner in SOC’s 2025 proxy .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $800,000 | Initial base salary for executive officers other than CEO |
| Target Bonus % | 150% of base salary | Eligibility once SYU assets begin production |
| 2024 Salary Paid | $664,615 | Pro-rated from Feb 14, 2024 (post-closing) |
| 2024 Bonus Paid | $750,000 | Cash paid for previously uncompensated services prior to closing (not an annual incentive payout) |
| 2024 Other Compensation | $30,500 | 401(k) match; no personal aircraft usage disclosed for Duenner |
2024 Summary Compensation for Duenner:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $664,615 | $750,000 | $7,865,000 | $30,500 | $9,310,115 |
| 2023 | $— | $— | $— | $— | $— |
Performance Compensation
2024 Restricted Stock Award (individual)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restart of production from SYU assets (or time-based vest) | Not disclosed | Earlier of SYU restart or 3 years from Feb 14, 2024 | Not disclosed | Unvested as of Dec 31, 2024 | 650,000 restricted shares; market value $7,865,000; vests at earlier of event or Feb 14, 2027, subject to continued service |
Award details:
- Grant timing: “Following the Closing” (Feb 14, 2024) under the SOC 2023 Plan
- Shares: 650,000 restricted stock (unvested at year-end 2024)
- Fair value: $7,865,000 (ASC 718 grant-date fair value)
2025 Company-wide RSU Program (includes executive officers)
| Item | Detail |
|---|---|
| RSUs approved (Apr 25, 2025) | Up to 10,653,076 RSUs to CEO, executive officers, and employees |
| Vesting schedules | Over 9, 5, or 3 years; typically annual ratable vesting beginning one year after grant date |
| Dividend equivalents | RSU agreements include dividend equivalent rights paid at settlement for vested tranches |
| Outstanding RSUs (executive officers & management) | 10,084,265 equity-classified (share-settled); 366,300 cash-settled for other employees |
| RSUs activity (2025 YTD) | Granted 10,460,465; Forfeited 9,900; Non-vested end of period 10,450,565; WAGDFV $20.34 |
| Unrecognized stock comp expense | $188.1m (share-settled; WARM life 5.3 years); $5.7m (cash-settled; WARM life 2.6 years) |
Note: RSU awards are material for future dilution and potential selling pressure upon vesting; specific RSU quantities to Duenner in 2025 are not disclosed .
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Anthony C. Duenner | 1,021,666 | 1.0% of 89,338,358 shares outstanding |
Breakdown:
- Common Stock (direct): 100,000 shares
- Restricted Stock: 650,000 shares (unvested)
- Family Trusts: 50,000 shares (Mr. Duenner as trustee)
- Warrants: 221,666 exercisable warrants to acquire Common Stock
Governance alignment:
- Stock ownership guidelines: Not disclosed for executives
- Pledging/hedging: No pledging or hedging disclosures for Duenner in the proxy
- Options: No option awards disclosed for Duenner; warrants are exercisable securities
Employment Terms
| Term | Provision |
|---|---|
| Agreement date | Sable Employment Agreement dated November 2, 2022; effective at business combination closing |
| Term | Three-year initial term; automatic one-year renewals on each anniversary |
| Base salary | $800,000 (subject to Comp Committee review) |
| Annual bonus target | 150% of base salary; eligible once SYU assets begin production |
| Severance (no CoC or >2 years post-CoC) | Accrued benefits only if terminated without cause, for good reason, or non-renewal |
| Severance (with CoC + termination) | Cash severance equal to 3x base salary + 3-year average annual bonus, plus accrued benefits (double-trigger) |
| “Good Reason” (for other NEOs) | Includes material/adverse change in title/responsibilities/reporting; CEO (James C. Flores) ceasing to serve as CEO; material salary reduction; relocation outside Houston area; material breach by Company |
| “Cause” (for other NEOs) | Embezzlement/theft; felony/other crime involving dishonesty/moral turpitude; material breach; failure to perform duties; material policy breach; materially injurious conduct |
| Change-in-Control definition | Detailed events including ≥50% voting power change, board majority change, merger where pre-deal holders <50%, liquidation/dissolution, sale of substantially all assets |
| Equity plan administration | Compensation Committee (Plan Administrator) may set performance goals, vesting, and accelerate vesting requirements at its discretion |
Perquisites:
- 401(k) match ($30,500 in 2024)
- No personal aircraft usage disclosed for Duenner (CEO-only perquisite outlined)
Investment Implications
- Pay mix is heavily equity-based and contingent on operational milestones (SYU restart) or time, aligning incentives with project execution; Duenner’s 650,000 unvested restricted shares vest no later than Feb 14, 2027, creating a defined vesting overhang and potential selling pressure around milestone achievement or the 3-year anniversary .
- Change-in-control economics are generous (3x salary+3-year average bonus on double-trigger), which may reduce retention risk through a transaction but raises pay-for-performance scrutiny and could influence management behavior regarding strategic alternatives .
- Beneficial ownership of 1.0% (including exercisable warrants) indicates material alignment; no pledging disclosed, mitigating alignment red flags; lack of disclosed ownership guidelines limits assessment of compliance rigor .
- The April 25, 2025 company-wide RSU program adds multi-year equity overhang with dividend equivalents and long vesting duration (up to 9 years), supporting retention but potentially increasing future supply; individual executive granularity (including Duenner) for 2025 RSUs is not disclosed .
- Annual incentive eligibility is tied to production commencement, with a high 150% target bonus, signaling emphasis on operational restart outcomes; 2024 cash payments were for pre-closing services rather than performance, so true pay-for-performance calibration will be evidenced in post-production periods .