Faron Thibodeaux
About Faron Thibodeaux
Chief Operating Officer of Tamboran Resources Corporation (TBN); employment agreement entered August 2021 with Tamboran Resources USA LLC and an assignment letter in January 2023 for an Australia rotation . Latest “current” base salary under his agreement is $437,235, with a target annual bonus equal to 75% of base and eligibility for long‑term equity awards . Company has no material revenue expected until mid‑calendar year 2026, shaping pay‑for‑performance calibration around strategic milestones rather than near‑term P&L; PSUs vest on 3‑year TSR vs the US Small Cap Index (top‑quartile required) . Insider hedging and pledging of company securities are prohibited and transactions require pre‑clearance, reinforcing alignment .
Past Roles
Not disclosed in DEF 14A/8‑K filings for Mr. Thibodeaux .
External Roles
Not disclosed in DEF 14A/8‑K filings for Mr. Thibodeaux .
Fixed Compensation
Multi‑year compensation (USD):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $409,313 | $419,602 |
| Target Bonus (% of Base) | 50% | 75% |
| Actual Annual Bonus ($) | $219,000 | $254,700 |
| All Other Compensation ($) | $99,616 | $136,607 |
Perquisites detail (FY 2025):
- 401(k) company match: $17,310
- Tax equalization payments: $92,205 tied to Australia assignment
- Tax preparation fees: $5,868
- Payment of accrued but unused leave (Dec 2024): $21,224
Base salary schedule disclosures:
- From Jul–Dec 2024 annualized base: $424,500; Jan–Jun 2025 annualized base: $424,500 .
- “Current” base salary per employment agreement: $437,235 .
Policy overlays:
- Clawback/compliance: Compensation Committee oversees compliance with SEC/NYSE compensation recovery policy .
- Hedging/pledging: Prohibited; insider pre‑clearance required for transactions in company securities .
Performance Compensation
Annual incentive (STI):
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Plan basis | Company strategic objectives | Company strategic objectives |
| Target (% of base) | 50% | 75% |
| Payout (% of target) | 100% | 80% |
| Actual payout ($) | $219,000 | $254,700 |
Long‑term equity (2024 grants under 2024 Incentive Award Plan):
| Grant Type | Grant Date | Units | Vesting | Performance Metric | Valuation Reference |
|---|---|---|---|---|---|
| RSUs | Aug 6, 2024 | 55,000 | Cliff at 3rd anniversary of grant (subject to service) | N/A | Market value $1,172,600 at $21.32/share (as of 6/30/2025) |
| PSUs (Target) | Aug 6, 2024 | 55,000 | End of 3‑year performance period | TSR must be top‑quartile vs US Small Cap Index | Market value $1,172,600 at $21.32/share (as of 6/30/2025) |
Outstanding options (denominated in CDIs; 200 CDIs = 1 share):
| Tranche | Grant Date | Unexercised (CDIs) | Exercise Price per CDI (USD) | Expiration | Vest Condition (90‑day VWAP on ASX, USD) |
|---|---|---|---|---|---|
| 1 | Oct 28, 2021 | 1,250,000 | $0.30 (A$1.00=$0.75 at grant) | May 20, 2026 | ≥ $0.75 per CDI |
| 2 | Oct 28, 2021 | 1,250,000 | $0.30 | May 20, 2026 | ≥ $1.13 per CDI |
| 3 | Oct 28, 2021 | 1,250,000 | $0.30 | May 20, 2026 | ≥ $1.50 per CDI |
| 4 | Oct 28, 2021 | 1,250,000 | $0.30 | May 20, 2026 | ≥ $1.88 per CDI |
Notes:
- RSUs vest “on the third anniversary of the applicable grant date,” i.e., Aug 6, 2027 if service continues .
- PSUs eligibility strictly tied to three‑year relative TSR top‑quartile vs US Small Cap Index .
- CDI/share conversion: each CDI = 1/200 of a share; option counts above are CDIs per the plan amendments upon redomiciliation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sept 24, 2025) | 57,454 shares; <1% of outstanding |
| Shares outstanding reference | 17,820,758 shares outstanding as of record date |
| Vested vs unvested | RSUs/PSUs unvested (granted Aug 6, 2024; 3‑year schedule); options unearned until VWAP hurdles, expiring May 20, 2026 |
| Pledging/hedging | Prohibited under Insider Trading Compliance Policy; pre‑clearance required |
| Ownership guidelines | Not disclosed in proxy |
Supply/overhang indicators:
- RSU/PSU potential settlement in 2027 (service/performance conditions) .
- Option expirations in 2026 could create exercise‑related supply if hurdles are met and options are in‑the‑money .
Employment Terms
| Term | Disclosure |
|---|---|
| Employer & start | Employment agreement with Tamboran Resources USA LLC entered August 2021; assignment letter Jan 2023 for Australia rotation |
| Current base salary | $437,235 |
| Target annual bonus | 75% of base salary |
| Severance (without cause) | 3 months’ base salary continuation plus 3 months’ company‑paid health continuation coverage, subject to release and covenants |
| Non‑compete / non‑solicit | Applies during employment and for 12 months post‑termination |
| Clawback/recovery policy | Compensation Committee administers compliance per SEC/NYSE requirements |
| Tax equalization | U.S. tax equalization for the assignment period; scope limited to fixed base salary and apportioned bonus |
| Retirement & benefits | 401(k) with 4% company match (fully vested upon contribution); medical/dental/vision; ST/LT disability; life insurance |
Performance & Track Record
- Company transition: pre‑revenue through FY2025; mid‑2026 targeted for initial material revenue; operations focused on Beetaloo Basin developments and midstream readiness, informing STI focus on strategic milestones rather than traditional financial KPIs .
- Leadership context: as COO, working closely with interim CEO Dick Stoneburner and CFO Eric Dyer to oversee completion of a three‑well program and stimulation of a 10,000‑foot lateral in H2 2025 to support a 40 MMcf/d GSA with NT Government and SPCF tie‑in .
- LTI design emphasizes relative TSR (top‑quartile vs US Small Cap Index) to align long‑term value creation with shareholders, given the early‑stage profile .
Compensation Structure Analysis
- Shift to higher at‑risk equity: Introduction of RSUs/PSUs in Aug 2024; FY2025 stock award accounting value $2,275,350 indicates substantial equity‑based pay vs cash, consistent with pre‑revenue stage alignment .
- STI moderation: Payout dropped to 80% of target for FY2025 (vs 100% in FY2024), signaling tightened performance gateposts as programs move toward execution milestones .
- Option hurdles & expirations: Multi‑step VWAP hurdles and 2026 expiration dates reduce risk of windfall and link realizable value to sustained market performance .
- Governance protections: Clawback readiness and anti‑hedging/pledging with pre‑clearance reduce misalignment and excessive risk‑taking .
Risk Indicators & Red Flags
- Early‑stage operational and financing risks explicitly disclosed (capital needs, infrastructure dependencies, reserve uncertainty, regulatory/community risks); compensation design appears calibrated to these realities .
- No pledging/hedging permitted, mitigating misalignment risk; no disclosure of tax gross‑ups or golden parachute change‑in‑control economics for Mr. Thibodeaux .
- Option expirations in 2026 could contribute to near‑term selling pressure if hurdles are achieved and options are ITM; monitoring Form 4 activity around vesting and expiration windows is prudent .
Investment Implications
- Alignment: High proportion of equity at risk (RSUs/PSUs with TSR gate) and moderated STI payout (80% in FY2025) suggest compensation alignment with long‑term shareholder outcomes during pre‑revenue execution .
- Retention risk: Severance terms are modest (3 months salary + health), but strong non‑compete/non‑solicit (12 months) and unvested equity through 2027 support retention; monitor any amendments or special retention grants .
- Supply watch: 2026 option expirations and 2027 RSU/PSU settlement windows are potential selling pressure points; anti‑hedging/pledging and pre‑clearance help governance, but liquidity events should be tracked in real time .
- Execution focus: With mid‑2026 revenue timelines and H2 2025 operational milestones, the STI/PSU frameworks tie near‑term execution to long‑term TSR—investors should track GSA/SPCF tie‑in, well completions, and capital access alongside equity vesting calendars .