Patrick Elliott
About Patrick Elliott
Patrick Elliott (age 73) is an independent director of Tamboran Resources Corporation and chairs the Audit & Risk Management Committee; he also serves on the Compensation Committee. He joined the TR Ltd. board in February 2009 (Chairman 2009–2020) and has been a director of the Company since December 2023, bringing 40+ years of upstream oil and gas and minerals experience. Elliott is a Certified Practicing Accountant (Australia) with a BSc (University of Auckland), BCom in Accounting and Financial Management (UNSW), and an MBA in Mineral Economics (Macquarie Graduate School of Management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tamboran Resources Limited (TR Ltd.) | Chairman; Director | Chairman: Feb 2009–Nov 2020; Director: Feb 2009 onward | Led board through growth and reorganization; continued as director post redomiciliation . |
| Asian American Gas Energy Holdings | Independent Non‑Executive Director | 2015–2018 | Chairman, New Business Committee (2016–2018) . |
| Santos Ltd (ASX: STO) | Unconventional Advisory Panel (advisor) | 2014–2015 | Technical advisory to E&P activities; ceased advisory function thereafter . |
| Bill Barrett Corporation (NYSE: BBG) | Co‑Founder; President & COO; CEO & Chairman | 2002–2013 | Built and led public E&P operations; executive leadership and governance . |
| Barrett Resources Corp. (NYSE: BRR) | Senior exploration geologist; lead geologist | 1989–2001 | Rocky Mountain region geology leadership . |
| Terred Oil Company | Co‑Founder & Partner | 1987–1989 | Provided geologic services in U.S. Rockies . |
| Earlier roles (multiple E&P firms) | Project/wellsite geologist | 1981–1986 | Technical geoscience roles across Barrett Energy and Aeon Energy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cap‑XX Ltd (LON: CPX) | Director | Since Aug 2011 | Energy storage components . |
| Rockfire Resources plc (LON: ROCK) | Director | Since Mar 2019 | Mineral exploration . |
| Argonaut Resources N.L. (ASX: ARE) | Director | 1993–Oct 2023 | Minerals exploration . |
| Orpheus Minerals Ltd (ASX: ORP) | Director | Aug 2020–Oct 2023 | Uranium exploration . |
| Ioneer Ltd (ASX: INR) | Director | June 2003–Nov 2020 | Lithium‑boron development . |
| Numerous private companies | Director | Various | 40+ years across private boards . |
Board Governance
- Independence: Board determined Elliott is independent under NYSE standards; only the Interim CEO (Stoneburner) and Scott Sheffield are not independent .
- Committee assignments: Audit & Risk Management Committee (Chair) and Compensation Committee (Member). FY2025 meetings held: Audit & Risk 4; Compensation 5 .
- Attendance: Board met eight times in FY2025; each director attended at least 75% of Board and relevant committee meetings. Independent directors hold regular executive sessions without management .
- Risk oversight: As Audit Chair, Elliott oversees financial reporting integrity, auditor independence/performance, risk management including cybersecurity/data privacy, compliance, and internal audit design/oversight. Elliott and Dalton are designated “audit committee financial experts” under Item 407(d)(5) of Regulation S‑K .
- Audit Committee report: The committee recommended inclusion of audited consolidated financial statements in the FY2025 Form 10‑K; signatories included Patrick Elliott .
Fixed Compensation
| Director | FY2025 Cash Fees ($) | FY2025 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Patrick Elliott | 71,321 | 50,043 | 121,364 |
Director fee schedule (effective Jan 1, 2025; directors may elect 50% cash/50% RSUs or 100% equity):
| Role/Committee | Annual Fee ($) |
|---|---|
| Chairman | 143,445 |
| Director (base) | 71,723 |
| Nomination & Governance Committee Member | 8,150 |
| Audit & Risk Management Committee Member | 8,150 |
| ESG/Sustainability Committee Member | 8,150 |
| Compensation/Remuneration Committee Member | 8,150 |
| Chair – Nominations & Governance | 16,301 |
| Chair – ESG/Sustainability | 16,301 |
| Chair – Audit & Risk | 16,301 |
| Chair – Compensation | 16,301 |
- Non‑Employee Director Equity Compensation Policy: Aggregate annual director cash plus equity value capped at $1,000,000; exceptions permitted in extraordinary circumstances with recusal from decision .
Performance Compensation
- Structure: For non‑employee directors, equity is granted as RSUs/RS (time‑based), and directors may elect to receive fees in stock rather than cash to enhance alignment. No performance‑based metrics (e.g., TSR hurdles) are disclosed for director equity; these apply to executive PSUs, not directors .
- Compensation recovery policy: Compensation Committee administers compliance with SEC/NYSE‑required clawback policy; scope covers executive compensation; no director‑specific clawback terms disclosed .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| TB1 JV Board | TB1 JV board seats: two designated by Company (Eric Dyer, Patrick Elliott) and two by Daly Waters (affiliate of Bryan Sheffield, a 17.5% holder with a 2.3% ORRI). Elliott serves as one of Company designees on the TB1 JV board . | Governance exposure to related‑party counterparties in JV (Daly Waters/Sheffield). Audit & Risk Committee reviews Item 404 related‑party transactions, which mitigates conflict risk . |
| Sheffield Director Nominating Agreement | Sheffield can nominate directors while owning ≥5%/≥12.5% voting power; current nominees are Ryan Dalton and Jeffrey Bellman, not Elliott . | Influence over board composition; Elliott not a Sheffield nominee, supporting independence . |
Expertise & Qualifications
- CPA (Australia); extensive corporate finance, investment, and upstream technical background; designated audit committee financial expert .
- Degrees: BSc (University of Auckland), BCom (UNSW), MBA (Mineral Economics, Macquarie) .
- Sector experience: Oil & gas E&P leadership and governance across public and private companies .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding |
|---|---|---|
| Patrick Elliott | 142,223 | <1% |
Breakdown (as of Sep 24, 2025):
- 16,383 shares held directly .
- 117,730 shares via Yeronda Nominees Pty Ltd (trustee for Carrington Equity Superannuation Fund) where Elliott is sole beneficiary .
- 6,944 shares via Panstyn Investments Pty Limited .
- 1,166 shares subject to options exercisable within 60 days .
Outstanding awards (as of Jun 30, 2025):
| Award Type | Count |
|---|---|
| Options outstanding | 1,167 |
| RSUs not vested | 7,311 |
Policy safeguards:
- Prohibition on hedging and pledging of Company securities; pre‑clearance required for transactions by directors .
Governance Assessment
- Strengths: Independent status, Audit & Risk Chair with audit committee financial expert designation; robust committee oversight of risk, compliance, and related‑party transactions; strong attendance expectations met at group level; ability to take director fees in equity increases alignment .
- Alignment: Meaningful personal ownership (<1% but with 142,223 shares across entities) plus RSUs; Company policy prohibits hedging/pledging, supporting long‑term alignment .
- Potential conflicts/RED FLAGS to monitor:
- TB1 JV governance with Daly Waters (affiliate of a major shareholder with ORRI); Elliott is a JV board designee—ensure continued rigorous Audit & Risk review of related‑party dealings and transparent disclosures .
- Multi‑board commitments across resource companies may raise overboarding concerns depending on workload and evolving Company needs; no specific overboarding policy or attendance shortfalls disclosed, but continued monitoring advisable .
- Process quality: Audit Committee preapproval of auditor services; full independence assessment; Compensation Committee authority to use independent consultants; presence of clawback policy governance .