Eric Dyer
About Eric Dyer
Eric Dyer, age 42, is Chief Financial Officer of Tamboran Resources Corporation (TBN). He joined Tamboran Resources Ltd. (TR Ltd.) as CFO in November 2019 and has served as CFO of TBN since October 2023. Dyer has over 20 years of finance experience across energy, infrastructure, and sustainability; prior roles include Head of Energy at EAS Advisors (2010–2019) and investment banking/capital markets positions at Atlantic-Pacific Capital, Execution LLC, IHS Markit Ltd., and RBC Capital Markets. He holds a B.S. in Finance from the University of Minnesota . TBN disclosed no material revenue expected until mid-calendar 2026 , and EBITDA has been negative and widening over the last three fiscal years (see Performance table; values from S&P Global)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tamboran Resources Ltd. (TR Ltd.) / Tamboran Resources Corporation | Chief Financial Officer | Nov 2019–present (TR Ltd.); Oct 2023–present (TBN) | Principal financial officer; SOX certifications; oversight of disclosure controls and funding initiatives |
| EAS Advisors LLC | Head of Energy | Dec 2010–Nov 2019 | Advised energy-sector clients; origination and capital markets coverage |
External Roles
- No public company directorships or external board seats disclosed for Eric Dyer .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $357,473 | $368,356 |
| Target Bonus (% of base) | 50% | 75% |
| Actual Bonus Paid ($) | $186,453 | $226,383 |
| All Other Compensation ($) | $268,595 (superannuation $8,981; home leave $48,970; school fees $16,849; tax prep $48,718; healthcare $8,564; 2021 share award tax compensation $136,513) | $58,475 (superannuation $19,517; school fees $18,778; tax prep $13,774; healthcare $6,406) |
| Company Superannuation Contribution Rate | 11.0% (from Feb 2024) | 11.5% (FY 2025) |
Performance Compensation
Short-Term Incentive (STI) Payouts
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| STI Payout vs Target | 100% of target | 80% of target |
Equity Awards (RSUs/PSUs)
| Award Type | Grant Date | Units | Vesting | Performance Metric | Market Value at 6/30/2025 ($) |
|---|---|---|---|---|---|
| RSU (time-vesting) | Aug 6, 2024 | 45,000 | Vests on 3rd anniversary (Aug 6, 2027) | N/A | $959,400 (at $21.32/sh) |
| PSU (performance) | Aug 6, 2024 | 45,000 (target) | Eligible to vest end of 3-year performance period (Aug 6, 2027) | TSR must be top quartile vs US Small Cap Index | $959,400 (at $21.32/sh) |
PSUs are valued at target; actual vesting depends on relative TSR outcome. The $21.32 closing price as of June 30, 2025 was used for market value .
Options
| Grant Date | Type | Quantity | Exercise Price | Expiration | Vesting/Conditions |
|---|---|---|---|---|---|
| May 20, 2021 | Exercisable | 3,000,000 | $0.25 per CDI | May 20, 2026 | Vested upon issuance |
| May 20, 2021 | Unexercised, unearned (4 tranches) | 1,250,000 each (total 5,000,000) | $0.31 per CDI | May 20, 2026 (or 5 years after vesting if earlier) | Vests upon achieving specified 90-day trailing VWAP hurdles; multiple thresholds detailed in proxy footnotes |
Each CDI represents 1/200th of a share of common stock; exercise prices shown are per CDI . VWAP hurdles and conversion detail are set in award footnotes .
STI/PSU Performance Metrics Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| STI (corporate objectives) | Not disclosed | Annual Company objectives | 2024: 100% of target; 2025: 80% of target | Cash bonuses per SCT | Annual |
| PSU – Relative TSR | Not disclosed | Top quartile vs US Small Cap Index over 3 years | In progress (performance period through Aug 6, 2027) | Payout contingent on target achievement | End of 3-year period |
Equity Ownership & Alignment
Beneficial Ownership (Shares)
| As of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Sep 1, 2024 | 37,542 | <1% |
| Jun 12, 2025 | 56,682 | <1% |
| Sep 24, 2025 | 42,529 | <1% |
Ownership Breakdown (as of Jun 12, 2025)
| Component | Shares |
|---|---|
| Direct shares (CDIs held for Dyer) | 11,032 |
| Indirect shares (Northern Woods Australia Pty Ltd, entity controlled by Dyer) | 10,860 |
| Unvested RSUs (vest Aug 6, 2027) | 45,000 |
Hedging and pledging of company stock are prohibited under TBN’s Insider Trading Compliance Policy; officers are subject to trade pre-clearance . Stock ownership guidelines (e.g., multiples of salary) and compliance status were not disclosed.
Options Status (as of Jun 30, 2025)
| Category | Quantity | Notes |
|---|---|---|
| Exercisable options | 3,000,000 | $0.25 per CDI; expiring May 20, 2026 |
| Unexercised/unearned options | 5,000,000 | $0.31 per CDI; VWAP-triggered vesting; expiring May 20, 2026 |
Employment Terms
| Term | Detail |
|---|---|
| Contract start and term | Entered May 2021; initial 3-year term; auto-renews in 12-month increments unless either party gives 90 days’ notice not to extend |
| Current base salary (contract reference) | $388,607 (converted at A$1.00 = $0.65) |
| Target bonus | 75% of base salary (FY 2025); previously 50% (FY 2024) |
| Superannuation contributions | 11.5% for FY 2025; 11.0% for FY 2024 (statutory limits apply) |
| Termination notice/pay | Company may terminate with 3 months’ notice or pay in lieu (immediate for serious misconduct) |
| Restrictive covenants | Perpetual confidentiality; IP assignment; non-compete and non-solicit during employment and up to 12 months post-termination |
| Change-of-control (equity plan) | If awards are not assumed in a Change in Control, they vest fully immediately prior to the event and are exchanged for consideration; otherwise may be adjusted/replaced |
| Clawback | Compensation Committee oversees compliance with SEC/NYSE compensation recovery policy |
| Hedging/Pledging | Prohibited under Insider Trading Compliance Policy; officers subject to pre-clearance |
Performance & Track Record
Financial Performance (Annual)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| EBITDA ($) | -$19.05M* | -$19.62M* | -$31.05M* |
*Values retrieved from S&P Global.
Funding and Liquidity (Q1 FY 2026 call)
| Metric | Amount (USD) |
|---|---|
| Cash at quarter-end | $39.6M |
| Public offer raised | $56M |
| PIPE (pending shareholder vote) | $32M |
| Share Purchase Plan (ASX shareholders, up to) | $30M |
| Total targeted funding runway (illustrative) | ~$160M |
| Remaining capex to spend (Tamboran share; AUD) | ~A$95M (≈$62–70M) |
| SPCF remaining funding (AUD) | ~A$33M |
Dyer emphasized the company is “well funded” with project spend tracking on time/on budget and additional options to expedite the plan .
Compensation Committee Analysis and Governance Notes
- Compensation Committee members (FY 2025): David Siegel (Chair), Ryan Dalton, Patrick Elliott, Phillip Pace; 5 meetings in FY 2025 . The committee can retain independent consultants and oversees clawback policy compliance .
- Board meeting attendance: Each director attended ≥75% of Board/committee meetings; Board held 8 meetings in FY 2025 .
Related Party Transactions, Risk Indicators & Red Flags
- Prohibition on hedging and pledging mitigates alignment risk .
- Company disclosed early-stage status, no material revenue until mid-2026, exploration and funding risks, and going-concern considerations historically, underscoring execution risk during Dyer’s tenure .
- No tax gross-up provisions for golden parachutes disclosed; “All Other Compensation” largely reflects statutory superannuation and routine benefits (tax prep, healthcare) .
- Say-on-pay results and stock ownership guidelines were not disclosed; no specific severance multiples for Dyer beyond notice/pay in lieu and discretionary pro-rata bonus .
Investment Implications
- Pay-for-performance alignment improving: target bonus increased to 75% and PSUs are tied to top-quartile TSR, but detailed metric weightings remain undisclosed; STI payouts moderated from 100% (FY 2024) to 80% (FY 2025), suggesting more balanced calibration .
- Vesting and selling pressure: 45,000 RSUs and 45,000 PSUs vest/measure on Aug 6, 2027; 3,000,000 options expire May 20, 2026, which may create exercise/sale dynamics as expirations approach .
- Alignment: Dyer’s direct/indirect shareholdings remain <1%; policy bans hedging/pledging and requires pre-clearance, limiting misalignment risk .
- Retention risk: Contract auto-renews with only 3 months’ notice/pay in lieu; severance/change-in-control terms rely primarily on plan mechanics (acceleration on non-assumption), not large guaranteed cash multiples—suggesting moderate retention incentives and limited cash severance exposure .
- Execution risk: Negative EBITDA and early-stage status place heightened emphasis on Dyer’s funding, controls, and capital allocation; recent funding steps bolster runway, but project delivery and regulatory milestones are critical .