David Siegel

About David Siegel

David Siegel (age 63) is an independent Class III director at Tamboran Resources Corporation (TBN), serving on the board since December 2023 (director of Tamboran Resources Ltd. since March 2021). He chairs the Compensation Committee and sits on the Nominations & Governance Committee. He holds a BS from Brown University and an MBA from Harvard Business School, and brings 30 years of public-company leadership in aerospace/aviation, including CEO roles at US Airways, Frontier Airlines, XOJET and senior roles at Continental and Northwest Airlines .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Siegel is independent under NYSE standards; independence evaluated given Sweetpea overriding royalty interests (ORRIs) granted to his children as consideration in a 2021 share exchange—no royalty payments have been made to David Siegel or his children to date .
• Committees: Compensation (Chair) and Nominations & Governance; committee meeting counts in FY2025 were Compensation 5 and Nominations & Governance 4 .
• Attendance and engagement: In FY2025, the Board met 8 times; every director attended at least 75% of Board and relevant committee meetings; independent directors hold regular executive sessions .
• Clawback/consulting independence: The Compensation Committee administers compliance with compensation recovery (clawback) policies required by SEC/NYSE and retains independent compensation advisers, considering adviser independence before engagement .
• Risk oversight: Compensation Committee oversees incentive-compensation risk; other risk areas are overseen by Audit & Risk Management, Nominations & Governance, and Sustainability Committees .
• Hedging/pledging: Company policy prohibits hedging and pledging of Company securities; directors are subject to pre-clearance for all Company security transactions .

Fixed Compensation (Director)

Notes:

• Directors may elect: 50% cash / 50% RSUs or RS; 100% RSUs; or 100% RS for fees from Jan 1, 2025 .

Performance Compensation (Director)

No director performance-based metrics (e.g., TSR targets) are disclosed for non-employee directors; equity is retainer-based RSUs/RS rather than PSUs with operating metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• Public-company leadership and restructuring expertise (US Airways bankruptcy turnaround; returned to profitability in 2003) .
• Deep aviation operations and strategy (Frontier, XOJET, Continental, Northwest) .
• Board leadership across multiple aviation businesses; governance experience in listed and private companies .
• Education: BS (Brown University), MBA (Harvard Business School) .

Equity Ownership

Additional ownership and issuances:

• Special Meeting approvals (July 16, 2025): stockholders approved issuance of 10,000 shares of Common Stock to David Siegel under Tranche 2 of the May 2025 PIPE Financing .

Hedging/pledging and pre-clearance:

• Company policy prohibits hedging and pledging of Company securities; trading subject to pre-clearance .

Governance Assessment

• Independence affirmed despite historical Sweetpea-related ORRIs granted to Siegel’s children as consideration in the 2021 share exchange; Board concluded no material relationship and noted no royalty payments to Siegel or his children to date. This reduces but does not eliminate perceived conflict risk; continued disclosure/monitoring is prudent .
• Strong governance involvement: chairs the Compensation Committee and serves on Nominations & Governance; committee authority includes independent consultant retention and clawback oversight—positive for pay governance rigor .
• Attendance/engagement: FY2025 Board met 8x and each director attended ≥75% of meetings; Compensation met 5x; Nominations & Governance met 4x—acceptable engagement level .
• Alignment: Directors can elect fees in equity (RSUs/RS); Siegel’s mix in FY2025 was ~$48k cash and ~$74k stock awards, plus legacy director options and RSUs outstanding—equity participation supports alignment with shareholder outcomes .
• Risk indicators: No director-specific legal proceedings disclosed; hedging/pledging prohibited; compensation committee oversees incentive risk and clawback policy—mitigates pay-risk concerns .
• Shareholder votes: July 2025 Special Meeting approved multiple financing-related issuances, including director issuances; no separate say-on-pay outcomes disclosed in provided filings—monitor future proxy votes for pay support .

Related-Party Transactions (Conflict Review)

• Sweetpea Share Exchange (completed May 21, 2021): David N. Siegel was a director of Longview; Sweetpea granted a 1% ORRI to Siegel Dynasty Trust (beneficiaries Emily and Robert Siegel). Sweetpea has an obligation to David Siegel to grant additional ORRIs for additional acreage in the area of mutual interest (EP 136, EP 143, EP(A) 197). Board determined Siegel’s independence given ORRIs were consideration in the Share Exchange and no royalties have been paid to date—disclosed and overseen under related-person policies .

Committee Composition Snapshot (FY2025)

Fixed Compensation (Committee Fees Reference)

RED FLAGS

• Related-party exposure: ORRI to Siegel Dynasty Trust and obligation for additional ORRIs tied to Sweetpea assets; while Board affirmed independence and no royalties have been paid, this remains a potential perceived conflict requiring continued oversight and transparent reporting .
• Director equity issuances under financing: Participation in PIPE-related share issuances (10,000 shares approved to Siegel) is not inherently problematic but should be monitored for alignment and dilution optics vs. broader shareholder interests .