Phillip Pace
About Phillip Pace
Phillip Pace (age 62) is a Class III independent Director of Tamboran Resources Corporation (TBN), appointed in 2025, serving on the Compensation and Sustainability Committees. He brings 30+ years of energy industry experience including investment banking leadership and energy finance; he holds a BBA in Finance from Texas A&M University and is a Chartered Financial Analyst (CFA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chambers Energy Management | Founding Partner & Managing Director | 2009–2020 | Houston-based investment firm focused on opportunistic credit in energy |
| Credit Suisse | Head of Exploration & Production Investment Banking (2005); Co-Head of Energy Investment Banking (2006) | 2005–2006 | Involved in >$50B completed M&A and >$10B equity capital raised across >50 transactions in E&P |
| Lonestar Resources US Inc. | Director (then-public E&P company) | 2017–2020 | Board service; public company governance experience |
| Oil & Gas Equity Research | Analyst | 19 years | Extensive energy finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yellowstone Academy | Board service | Not disclosed | Education-related nonprofit |
| Angel Reach | Board service | Not disclosed | Nonprofit service |
Board Governance
- Independence: Board affirmatively determined Pace is “independent” under NYSE standards; no material relationships with the Company beyond service as director .
- Committee assignments: Compensation Committee member; Sustainability Committee member .
- Attendance and engagement: Board held eight meetings in FY2025; each director attended at least 75% of Board and relevant committee meetings; independent directors hold regular executive sessions chaired by the Chairman .
- FY2025 committee meeting cadence: Audit & Risk (4), Nominations & Governance (4), Compensation (5), Sustainability (2) .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation | Member | 5 |
| Sustainability | Member | 2 |
| Audit & Risk Management | Not a member | 4 |
| Nominations & Governance | Not a member | 4 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Fee | $71,723 | Converted from A$ at A$1.00 = $0.65, effective Jan 1, 2025 |
| Committee Membership – Compensation | $8,150 | Per annum |
| Committee Membership – Sustainability (ESG) | $8,150 | Per annum |
| Total current annual remuneration package | $87,750 | Disclosed for Mr. Pace |
| Payment election options | 50% cash/50% RSUs or RS; or 100% RSUs; or 100% RS | Director fee delivery choices |
Performance Compensation
| Item | Terms | Notes |
|---|---|---|
| Equity in lieu of fees (“Director Securities”) | Up to US$200,000 per fiscal year for two years from the Dec 4, 2025 Annual Meeting (aggregate up to US$400,000) | Common Stock or CDIs; election by director; purpose is alignment and reduced cash outlay |
| Issuance formula | DS = A / B | Shares issued equal value of fees (A) divided by share price (B) at issuance |
| Prior securities issued to Pace under the Plan | None | As of the proxy date, no prior issuances to Pace |
| Consideration | No cash consideration | Shares issued to satisfy equivalent amount of directors’ fees |
| Performance metrics tied to director compensation | None disclosed | Director fees not performance-based; Compensation Committee oversees company-wide clawback policy compliance |
Other Directorships & Interlocks
| Company | Role | Years | Potential Interlock/Notes |
|---|---|---|---|
| Lonestar Resources US Inc. | Director | 2017–2020 | Prior public E&P; no current TBN-related interlock disclosed |
Expertise & Qualifications
- Education: BBA in Finance (with honors) from Texas A&M University; CFA charterholder .
- Domain expertise: Energy finance, investment banking leadership; >$50B M&A and >$10B equity capital raised in E&P across >50 transactions .
- Board qualifications: Energy sector operating and banking experience; prior public company board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Phillip Pace | — | — | September 24, 2025 |
Additional holdings context (FY2025): Pace is not listed among non-employee directors with options or RSUs outstanding as of June 30, 2025, while other directors are shown with positions .
Governance Assessment
- Committee effectiveness: Active service on Compensation (oversight of exec and director pay, equity plans, human capital, and clawback compliance; authority to retain independent advisors) and Sustainability committees—important for aligning incentives and non-financial risk oversight .
- Independence and conflicts: Independence affirmed; Board noted no material relationships for Pace beyond directorship; no related-party transactions involving Pace disclosed—a positive governance signal .
- Attendance: Board emphasized expectation to attend all meetings; each director met at least 75% attendance in FY2025—adequate engagement baseline .
- Ownership alignment: As of Sept 24, 2025, Pace showed no beneficial ownership; however, proposals enable up to US$200,000 per fiscal year of fees to be taken in stock/CDIs over two years to increase alignment; no prior issuances yet—watch execution of equity elections post-meeting for improved skin-in-the-game .
- Compensation structure: Fixed annual fees plus committee fees with flexible equity election (including 100% equity option) supports alignment without performance metrics for director pay; Compensation Committee charter references compliance with SEC/NYSE compensation recovery (clawback) requirements—a governance plus .
RED FLAGS
- Low/No equity ownership as of the latest disclosed date—monitor for equity-in-lieu uptake to strengthen alignment .
- No specific performance-based metrics for director compensation—typical for directors, but limits explicit pay-for-performance linkage .
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