Richard Stoneburner
About Richard Stoneburner
Richard (Dick) Stoneburner, age 71, is Chairman of Tamboran Resources Corporation and has served as Interim Chief Executive Officer since July 27, 2025; he joined TR Ltd.’s board in May 2016, became Chairman of TR Ltd. in February 2021, and Chairman of the Company in December 2023 . He holds a B.S. in Geological Sciences from the University of Texas at Austin and an M.S. in Geology from Wichita State University, with approximately 45 years of upstream E&P experience including co-founding Petrohawk and leading BHP’s North America Shale Production Division . As Interim CEO, he signed SOX 302/906 certifications for FY2025 and Q1 FY2026 filings, underscoring executive accountability for financial reporting . The Company remains pre-revenue with no material revenue expected until mid-calendar 2026 and faces significant execution requirements in the Beetaloo Basin, framing near-term performance metrics more around milestone delivery than financial outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pine Brook Partners | Partner & Senior Advisor | 2013–2022 | Energy-focused private equity advisory/partner, contributing capital formation and portfolio guidance . |
| Petrohawk Energy Corporation | Co-Founder; President & COO | 2003–2011 | Built leading shale E&P; strategic scaling and operational excellence in US shale . |
| BHP Billiton Petroleum | President – North America Shale Production | 2011–2012 | Oversaw shale production integration and operations under a major-cap acquirer . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sitio Royalties Corp. (NYSE: STR; formerly Brigham Minerals, NYSE: MNRL) | Director | 2018–2025 | Royalty owner governance experience in US O&G . |
| Yuma Energy, Inc. (NYSE American: YUMA) | Director | 2014–2021 | Public E&P governance during restructuring/industry cycles . |
| Various private oil & gas companies | Director | Current | Ongoing board service in private E&P companies . |
Board Governance
- Board service history and committee roles: Stoneburner is Chairman and Interim CEO; he is not designated to board committees (committees: N/A for Stoneburner) . The Compensation, Audit & Risk Management, Nominations & Governance, and Sustainability committees are chaired by independent directors; FY2025 committee meetings held: Audit 4, Nominations 4, Compensation 5, Sustainability 2 .
- Independence and dual-role implications: The Board has determined Stoneburner is not independent given his Interim CEO role and chairmanship; independent directors include Barrett, Dalton, Elliott, Robb, Bellman, Pace and Siegel . Independent directors hold executive sessions chaired by the Chairman of the Board; each director attended at least 75% of Board and relevant committee meetings in FY2025 .
- CEO succession: The Board is running a CEO search with an executive firm; Interim CEO reports directly to the Board .
Fixed Compensation
| Component | Detail | FY/Date | Amount |
|---|---|---|---|
| FY2025 Director Compensation – Cash | Fees earned or paid in cash | FY2025 | $71,938 . |
| FY2025 Director Compensation – Stock Awards | Grant-date fair value of RSUs | FY2025 | $97,715 . |
| FY2025 Director Compensation – Total | Cash + stock awards | FY2025 | $169,652 . |
| Chairman Annual Fee Reference | Chairman per annum fee schedule (AUD converted) | As of Jan 1, 2025 | $143,445 . |
| Interim CEO Compensation Proposal (Equity) | Fully vested share grant as sole compensation, subject to shareholder approval | Service letter effective July 27, 2025 | $500,000 . |
| Interim CEO Proposed Shares (Max) | Max shares issued in lieu of fees (calc: $500,000 / $19.86 5-day VWAP to July 28, 2025) | Proposal 3 | 25,271 shares . |
| Proposal Heading Reference | Proposal title share count reference | Proposal 3 | 27,251 shares (proposal heading) . |
Notes:
- Stoneburner ceased receiving separate non-employee director compensation upon appointment as Interim CEO .
- Proposal 3 seeks approval to issue up to $500,000 in equity to Stoneburner in lieu of Interim CEO fees; the body text calculates a maximum of 25,271 shares using a $19.86 5-day VWAP, while the proposal heading references 27,251 shares; issuance would occur during tenure and no later than three years after the Annual Meeting .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Interim CEO Share Grant | None (fixed equity) | N/A | N/A | N/A | $500,000 | Fully vested at grant, subject to shareholder approval . |
| Director RSU Grants | Time-vested RSUs | N/A | N/A | N/A | 6,889 RSUs (Jan 31, 2025); 5,002 RSUs (May 16, 2025) | Vesting schedule not disclosed; grants valued at est. $19.76 per share . |
Company incentive design context (for NEOs, not Stoneburner): FY2025 long-term incentives include PSUs that vest after a three-year period if Tamboran’s total shareholder return is top quartile relative to the US Small Cap Index; time-based RSUs vest at the third anniversary of grant, aligning executives to long-term value creation .
Equity Ownership & Alignment
| Ownership Metric | Detail | As of | Amount/Value |
|---|---|---|---|
| Beneficial Ownership (Total) | Shares (incl. spouse and options exercisable within 60 days) | Sep 24, 2025 | 47,089 shares . |
| Ownership % of Outstanding | 47,089 / 17,820,758 shares outstanding | Oct 6, 2025 record date | ~0.26% (calc); outstanding shares reference . |
| Breakdown – Direct | Shares held by Stoneburner | Sep 24, 2025 | 41,853 shares . |
| Breakdown – Spouse | Shares held by spouse | Sep 24, 2025 | 2,820 shares . |
| Options – Exercisable (≤60 days) | Options exercisable within 60 days | Sep 24, 2025 | 2,416 CDIs underlying . |
| Director Equity Outstanding | Options outstanding; RSUs unvested | June 30, 2025 | 2,417 options; 11,891 RSUs unvested . |
| Hedging/Pledging Policy | Hedging and pledging of Company securities prohibited; pre-clearance required | Policy | Prohibited; pre-clearance enforced . |
| Related Party Transactions | Transactions under Item 404(a) | As of 8-K | None for Stoneburner . |
Employment Terms
| Term | Key Provision | Date/Period | Reference |
|---|---|---|---|
| Role | Chairman & Interim CEO; continues as director | Appointed July 27, 2025 | . |
| Interim CEO Agreement | Six-month term or until new CEO is hired; sole compensation is a fully vested share grant valued at $500,000, subject to stockholder approval | Effective July 27, 2025 (letter dated Oct 15, 2025) | . |
| Director Pay While CEO | No separate director compensation during Interim CEO service | As of 8-K filing | . |
| Equity Issuance Timing | If approved, issuance during tenure and no later than 3 years after Annual Meeting | Proposal 3 | . |
| Trading Compliance | Insider Trading Policy requires pre-clearance; prohibits hedging/pledging | Ongoing | . |
Investment Implications
- Pay-for-performance alignment: Interim CEO compensation via equity—in lieu of cash—signals alignment with shareholder outcomes and preserves cash. However, the grant is fully vested at issuance (if approved), which increases liquidity flexibility versus long-dated vesting; trading remains subject to pre-clearance and insider policies .
- Vesting and near-term selling pressure: With fully vested Interim CEO equity and unvested director RSUs outstanding, potential near-term selling is mitigated by policy pre-clearance and anti-hedging/pledging rules; there are no disclosed pledges and no Item 404(a) related-party transactions tied to Stoneburner .
- Ownership alignment: Stoneburner’s beneficial ownership is ~0.26% of shares outstanding, and he maintains additional unvested RSUs; Proposal 3 could modestly increase his stake via up to 25,271 shares if he elects stock in lieu of cash Interim CEO fees .
- Governance risk and succession: Combining Chairman and Interim CEO reduces independence at the top of the governance structure; the Board has an active CEO search underway and maintains independent committee structures (Compensation, Audit, Nominations, Sustainability) to oversee risk, compensation, and strategy .
- Execution-focused performance lens: With no material revenue until mid-2026 and complex Beetaloo development milestones, performance assessment hinges on delivery against operational timelines and capital access rather than financial KPIs in the near term .