Jeffrey Bellman

About Jeffrey Bellman

Jeffrey Bellman, 57, is an independent, non‑executive director of Tamboran Resources Corporation (TBN) and has served on the Board since 2025. He brings a 33‑year investment management track record focused on the global public oil and gas sector, including 12 years as a Managing Director at Nuveen Investments. He holds a BA and an MBA from the University of Chicago .

Past Roles

External Roles

• No other public company directorships disclosed for Mr. Bellman .

Board Governance

• Independence: Board determined Bellman is independent under NYSE standards; also meets heightened independence for Audit Committee (Rule 10A‑3) .
• Committees (FY2025): Audit & Risk Management; Sustainability. Not a chair .
• Attendance: Each director attended at least 75% of Board and relevant committee meetings in FY2025; Board met 8 times; committees met: Audit (4), Nominations & Governance (4), Compensation (5), Sustainability (2) .
• Executive sessions: Independent directors hold regular executive sessions (chaired by the Chairman of the Board) .
• Lead Independent Director: Policy references communications to a “lead independent director, if any”; none explicitly designated .

Fixed Compensation

• FY2025 Director Compensation (actual reported): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Jeffrey Bellman | 14,337 | 26,009 | 40,346 |

• Director Fee Schedule (effective Jan 1, 2025; USD): | Component | Annual Fee ($) | |---|---:| | Chairman | 143,445 | | Director retainer | 71,723 | | Committee membership (Audit, ESG, N&G, Compensation) | 8,150 each | | Committee chair (Audit, ESG, N&G, Compensation) | 16,301 each |

• Mix/Election: From Jan 1, 2025, directors could elect to receive fees as 50% cash/50% RSUs or RS, or 100% RSUs or 100% RS . For FY2025, Bellman’s reported cash and stock award values are shown above .

• Equity in lieu of fees: Proposal 6 (2025 Annual Meeting) seeks approval to allow Bellman to elect up to $200,000 per fiscal year (up to $400,000 over two years) of fees in Company shares under the 2024 Plan; his current annual director remuneration is $87,750 .

Performance Compensation

• Director equity: Bellman received 5,002 RSUs on May 16, 2025; estimated valuation $19.76 per underlying share; no options disclosed for Bellman .
• Company‑wide board equity practice (FY2025): Directors could elect equity in lieu of fees; the Company granted director RSUs during FY2025, with program terms disclosed in filings .
• Performance metrics: No performance‑conditioned director equity disclosed; RSUs are time‑based (director program) .

Other Directorships & Interlocks

• Sponsor nomination rights: Bryan Sheffield (significant stockholder) and affiliates hold director nomination rights; the Company disclosed that Jeffrey Bellman and Ryan Dalton are Sheffield’s nominees to the Board .
• Related financings: In May 2025, directors and officers (including Bellman) agreed to purchase shares at $17.74 (Tranche 2 of May 2025 PIPE), subject to stockholder approval; Bellman’s allocation was 5,637 shares. These transactions were presented to and approved by stockholders at the July 16, 2025 Special Meeting (Item 9) .

Expertise & Qualifications

• Sector expertise: 33 years investing in global public oil & gas; experience across energy cycles and market caps .
• Financial oversight: Member, Audit & Risk Management Committee; meets Audit Committee independence requirements (Rule 10A‑3) .
• Education: BA and MBA, University of Chicago .

Equity Ownership

Governance Assessment

• Positives:

  • Independent director meeting heightened audit independence; sits on risk‑sensitive Audit & Risk Management Committee .
  • Equity alignment via RSUs and ability to elect fees in equity; unvested RSUs indicate ongoing alignment horizon .
  • Attendance threshold met (≥75%); Board and committee activity levels disclosed .
  • Hedging/pledging prohibited by policy, supporting alignment .
  • Board refreshment: appointed in 2025, adding capital markets/investor perspective .

• Watch items / potential red flags (contextual):

  • Sponsor influence: Bellman is a nominee of a major shareholder (Sheffield) with formal nomination rights; while independence is affirmed, nomination arrangements can concentrate influence and merit ongoing monitoring of related‑party matters (e.g., TB1 JV, Daly Waters transactions) -.
  • Related‑party financings: Participation in the May 2025 PIPE at a discount was stockholder‑approved but may draw governance scrutiny; ensure continued robust recusal and minority protections in similar transactions .
  • Executive sessions chaired by the Chairman (who also served as Interim CEO in 2025) may limit independent director leadership optics absent a designated Lead Independent Director .

• Overall implication: Bellman adds deep investor and energy expertise and meets audit independence standards, with equity ownership building alignment. The principal governance sensitivity stems from sponsor nomination rights and related‑party ecosystem; however, disclosures, voting exclusions, and stockholder approvals partially mitigate these risks - .

Appendix: Committee Assignments and Meeting Counts (FY2025)