Ryan Dalton
About Ryan Dalton
Ryan Dalton, age 46, is an independent Class II director of Tamboran Resources Corporation (TBN), serving on the Board since December 2023 (and on TR Ltd. since September 2023). He brings 20+ years of finance experience, including a decade in oil & gas; he was EVP & CFO of Parsley Energy (NYSE: PE) from 2012–2021 before its sale to Pioneer Natural Resources, and previously worked in Rothschild’s restructuring group and at AlixPartners. He holds a BBA in Finance from Southern Methodist University and an MBA from the University of Virginia. The Board has affirmatively determined he is independent, and he is designated as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsley Energy, Inc. (NYSE: PE) | EVP & CFO | 2012–2021 | Led corporate finance, strategic planning, capital raising, risk management |
| Rothschild (Restructuring Group) | Investment Banker | Not disclosed | Restructuring advisory experience |
| AlixPartners | Consultant | Not disclosed | Operational/financial consulting |
| TR Ltd. (Tamboran Resources Limited) | Director | Since Sep 2023 | Governance oversight pre U.S. redomicile |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current other public company directorships disclosed for Dalton |
Board Governance
- Committee memberships: Audit & Risk Management; Nominations & Governance; Compensation (no chair roles). He is designated an audit committee financial expert; Audit members meet NYSE and SEC independence and financial literacy requirements.
- Independence: Board determined Dalton is independent under NYSE listing standards.
- Attendance: Board held 8 meetings in FY2025; each director attended at least 75% of Board and relevant committee meetings. Committee meetings in FY2025: Audit (4), Nominations & Governance (4), Compensation (5), Sustainability (2). Independent directors hold regular executive sessions.
| Committee | Membership | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit & Risk Management | Member | No | 4 |
| Nominations & Governance | Member | No | 4 |
| Compensation | Member | No | 5 |
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 43,901 | 70,007 | 113,908 |
- Director fee structure (standard rates effective Jan 1, 2025; directors may elect cash vs RS/RSUs mix): Annual Director Fee $71,723; Committee membership fee per committee $8,150; Committee chair fee $16,301; Chairman $143,445. Amounts converted from AUD at A$1.00=$0.65.
Performance Compensation
| Component | Terms | Performance Metrics |
|---|---|---|
| Director equity grants (RS/RSUs) | Non-employee directors can elect to receive fees partially or wholly in equity; Dalton received RSUs in FY2025 | No director-specific performance metrics disclosed for equity grants |
Other Directorships & Interlocks
| Relationship/Entity | Nature | Potential Interlock/Influence | Notes |
|---|---|---|---|
| Sheffield Director Nominating Agreement | Dalton is one of Sheffield Holdings LP’s designated nominees to the Board | Major shareholder nomination rights may influence Board composition | Agreement gives Sheffield up to two nominees depending on ownership; Dalton and Bellman are nominees |
| Bryan Sheffield beneficial ownership | 17.5% of Common Stock | Significant holder with ORRI interests | Holds 2.3% ORRI over Beetaloo assets; affiliates involved in JV and registration rights |
| Scott Sheffield | Director, not independent | Family/company ties to Sheffield interests | Board determined Scott Sheffield is not independent |
Expertise & Qualifications
- Corporate finance, capital raising, strategic planning, risk management; decade in oil & gas finance.
- Designated audit committee financial expert; meets SEC and NYSE criteria.
- Education: BBA (SMU), MBA (University of Virginia).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Unvested | Options Outstanding | Notes |
|---|---|---|---|---|---|
| Ryan Dalton | 17,500 | <1% (asterisk in table) | 9,229 | 0 | Company prohibits hedging and pledging by directors under Insider Trading Policy |
- Shares outstanding as of record date: 17,820,758.
Governance Assessment
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Strengths
- Independent director serving on three key committees; designated audit committee financial expert, supporting Board effectiveness in financial oversight.
- FY2025 attendance threshold met (≥75% for all directors), with regular executive sessions of independent directors, indicating engagement and oversight.
- Compensation mix includes equity (RSUs), aligning director interests with shareholders.
- Prohibition on hedging and pledging enhances alignment and mitigates risk.
-
Potential Red Flags / Watch Items
- Dalton is a nominee under the Sheffield Director Nominating Agreement; Bryan Sheffield is a 17.5% holder with additional economic interests (ORRI), raising potential influence concerns; continued monitoring of related-party transactions advisable.
- Presence of a non-independent director (Scott Sheffield) on the Board; ensure independent committees remain robust and that conflicted directors recuse as appropriate.
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Overall: Dalton’s independence, audit expertise, and committee breadth are positives for Board effectiveness; nomination by a significant shareholder introduces an influence vector that investors should monitor through committee independence and related-party governance controls.