Scott Sheffield
About Scott Sheffield
Scott Sheffield, age 73, is a Class II director nominee at TBN with more than 50 years in oil and gas, including serving as CEO and Chairman at Pioneer Natural Resources; he holds a BS in Petroleum Engineering from the University of Texas . At TBN, he serves on the Sustainability Committee, bringing deep upstream operating and industry leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Natural Resources | CEO (founding CEO); Board Chair; Director | CEO 1997–2016; Chair 1999–2019; CEO again 2019–12/31/2023; Director until May 2024 | Led Pioneer to top-tier E&P; strategic leadership through M&A; retired 12/31/2023; board service through May 2024 |
| Parker & Parsley Petroleum (Pioneer predecessor) | Petroleum Engineer; VP Engineering; President & Director; Chairman & CEO | 1979–1997 (Chairman & CEO 1989–1997) | Built predecessor company’s operations and leadership bench |
| National Petroleum Council; America’s Natural Gas Alliance; Maguire Energy Institute (SMU) | Board/industry roles | Various years | Industry policy and education engagement; Permian Basin Petroleum Museum Hall of Fame inductee (2013) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Williams Companies (WMB) | Director | Since 2016 (profile in 2025 proxy) | Compensation & Management Development; Environmental, Health & Safety; broad energy infrastructure expertise; current “other public company directorships: None” (aside from WMB) in WMB profile |
| Santos Limited | Director | 2014–2017 | Australian E&P governance experience |
| Evergreen Resources | Director | 1996–2004 | Independent natural gas company board oversight |
Board Governance
- Independence: TBN’s Board identified independent directors and explicitly did not include Scott Sheffield; further, it noted that—other than Richard Stoneburner and Scott Sheffield—none of the directors has material relationships beyond board roles, indicating Sheffield is not considered independent at TBN .
- Committee assignments (FY 2025): Sustainability Committee member; committee chairs include Andrew Robb (Sustainability), David Siegel (Compensation), Patrick Elliott (Audit), Frederick Barrett (Nominations & Governance). Committee meeting counts: Audit 4, Nominations & Governance 4, Compensation 5, Sustainability 2 .
- Attendance: The Board held eight meetings in FY 2025; each director attended at least 75% of Board and relevant committee meetings; independent directors hold regular executive sessions .
| FY 2025 | Board Meetings | Attendance Expectation | Scott Sheffield Committees |
|---|---|---|---|
| Governance summary | 8 | ≥75% by each director (met) | Sustainability member (not chair) |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Total current annual remuneration package | $79,625 | Converted using A$1.00 = $0.65; applies to Scott Sheffield as non-executive director |
Performance Compensation
| Parameter | Value | Details |
|---|---|---|
| Director Securities authorization (per fiscal year) | Up to $200,000 | Non-executive directors (incl. Scott Sheffield) may elect equity (shares/CDIs) under the 2024 Equity Incentive Plan in lieu of equivalent directors’ fees; no cash consideration |
| Two-year approval cap | Up to $400,000 total | Aggregate cap per eligible director over the two-year authorization window |
| Award determination | DS = A/B (Formula) | Number of Director Securities based on formula; issuance no later than two years post meeting date |
| Performance metrics tied to director pay | None disclosed | Equity is fee-replacement, not performance-based; no performance vesting disclosed |
Note: No securities had previously been issued to Scott Sheffield under the Plan as of the proxy; Jeff Bellman received 5,002 RSUs on May 16, 2025 at $19.76 estimated valuation per share as a reference point .
Other Directorships & Interlocks
| Company | Sector | Role | Committees |
|---|---|---|---|
| The Williams Companies (WMB) | Energy infrastructure (midstream) | Director (since 2016 per WMB profile) | Compensation & Management Development; Environmental, Health & Safety; prior Compensation Chair noted in 2021 proxy |
| Santos Limited | E&P | Director | — |
| Evergreen Resources | Natural gas E&P | Director | — |
- Interlocks/considerations: Sheffield’s multi-decade upstream leadership and WMB midstream board role imply broad energy network exposure; no specific TBN-related party transactions disclosed for him in the proxy beyond independence designation commentary .
Expertise & Qualifications
- Education: BS, Petroleum Engineering, University of Texas .
- Domain expertise: Upstream operations, engineering, EHS oversight, capital allocation, M&A; governance roles across public companies and industry bodies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott Sheffield | 104,166 | <1% | As of Sept. 24, 2025; includes rights exercisable within 60 days; CDIs may represent shares |
Context: Entities affiliated with Bryan Sheffield are the largest holder at TBN (17.5% at Sept. 24, 2025; 3,123,601 shares) via Sheffield Holdings LP and Daly Waters Energy LP per Schedule 13D amendments, separate from Scott Sheffield’s holdings .
Governance Assessment
- Strengths
- Deep operational and strategic expertise from decades leading Pioneer; adds sector credibility to TBN’s Sustainability oversight .
- Board/committee engagement evidenced by meeting cadence and attendance expectations being met at the aggregate level .
- Risks and RED FLAGS
- Independence: The Board did not designate Scott Sheffield as independent and identified him (along with the Interim CEO) as having material relationships beyond board service—this is a governance red flag for committee composition and investor confidence in objective oversight .
- Compensation structure: Large equity-in-lieu authorization (up to $200,000 per year) relative to current annual remuneration ($79,625) could increase guaranteed equity versus at-risk pay; however, director equity here replaces fees and is not performance-based, which may weaken pay-for-performance alignment for directors .
- Signals to monitor
- Any disclosures clarifying the nature of Sheffield’s “material relationship” and whether it impacts committee independence (especially Sustainability oversight) .
- Actual elections to receive Director Securities (timing, amounts) and any subsequent RSU/stock award vesting details under the 2024 Equity Incentive Plan .
- Changes in beneficial ownership or pledging/hedging policies and compliance (not specifically disclosed for Sheffield in the TBN proxy) .