W. Richard Anderson
About W. Richard Anderson
W. Richard Anderson, 71, has served as an independent director of T1 Energy (TE) since November 2024 and is the Audit and Risk Committee Chair and a member of the Nominating and Corporate Governance Committee; the Board has determined he is independent under NYSE standards and that he qualifies as an “audit committee financial expert.” He is CEO of Coastline Exploration Limited (formerly SOMA Oil and Gas) and has over 40 years of energy finance and public company board experience; he graduated magna cum laude from the University of Colorado (1978) and earned a Master’s in Taxation from the University of Denver (1985), with professional memberships including AICPA and Texas Society of CPAs.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Natural Resources, Inc. | President & CEO | Dec 1998 – Aug 2007 | Independent E&P across US, South America, Kurdistan; led operations and strategic transactions. |
| Eurasia Drilling Company Ltd (LSE: EDCL) | Chief Financial Officer; executive/director capacities | 2008 – 2015 | Led company from IPO (2007) to privatization (2015). |
| Hein & Associates LLP | Managing & Tax Partner | 16 years (dates not specified) | Focused on M&A, cross-border transactions, IPOs/secondary offerings. |
| PricewaterhouseCoopers | Audit (early career) | Not disclosed | Audit background; foundation in accounting and controls. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coastline Exploration Limited (formerly SOMA Oil and Gas) | CEO; Director | CEO since 2015; Director since 2013 | Oversight of deepwater Somalia exploration licenses. |
| Eurasia Drilling Company Limited | Director; Audit Committee Member | Since Aug 2008 – present | Audit committee member; extensive governance oversight. |
| Gulf Marine Services (LON: GMS) | Director; Chair of Compensation Committee | Apr 2014 – Apr 2019 | Led compensation oversight; governance and pay-for-performance alignment. |
Board Governance
- Committee assignments: Audit and Risk Committee Chair; Nominating and Corporate Governance Committee member. Responsibilities include oversight of financial reporting/internal controls, independent auditor, enterprise risk and cybersecurity, related person transactions policy, and ESG reporting; the Nominating Committee oversees board refreshment, governance practices, and CEO succession.
- Independence and engagement: Board determined Anderson is independent under NYSE standards; Board held 17 meetings in 2024 and each incumbent director attended at least 75% of meetings; independent directors meet in executive sessions at least annually.
- Board leadership: TE has combined Chair/CEO with independent committee leadership; Lead Independent Director may be appointed when Chair is not independent (not disclosed as appointed).
Fixed Compensation
| Non-Employee Director Fee Schedule ($) | Amount |
|---|---|
| Annual director retainer | $100,000 |
| Audit and Risk Committee Chair annual retainer | $35,000 |
| Compensation Committee Chair annual retainer | $25,000 |
| Nominating & Corporate Governance Chair annual retainer | $25,000 |
| Audit and Risk Committee member retainer | $20,000 |
| Compensation Committee member retainer | $10,000 |
| Nominating & Corporate Governance Committee member retainer | $10,000 |
| W. Richard Anderson – 2024 Compensation ($) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $22,853 |
| Stock-Based Awards | — (none disclosed) |
| All Other Compensation | — |
| Total | $22,853 |
Notes: Anderson joined the Board in November 2024; the partial-year cash reflects his late-year appointment.
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Performance-linked director pay | None disclosed | TE’s director program is a mix of cash and share-based compensation; no performance metrics are tied to director compensation. |
| 2024 equity awards to Anderson | None disclosed | Outstanding director option awards list does not include Anderson for 2024. |
Other Directorships & Interlocks
| Company | Relationship to TE | Interlock/Transaction |
|---|---|---|
| Coastline Exploration Limited | No TE transaction disclosed | None disclosed. |
| Eurasia Drilling Company Limited | No TE transaction disclosed | None disclosed. |
| Gulf Marine Services (LON: GMS) | No TE transaction disclosed | None disclosed. |
Expertise & Qualifications
- Audit committee financial expert designation; deep accounting, audit, and internal control experience.
- Energy industry executive roles across E&P, drilling, and resource extraction; extensive capital markets experience (IPOs, debt issuances, reorganizations).
- Professional credentials: AICPA, Texas Society of CPAs, Society of Exploration Geophysicists.
- Education: University of Colorado (magna cum laude, 1978); University of Denver Master’s in Taxation (1985).
Equity Ownership
| Metric | As of May 14, 2025 (Record Date for Annual Meeting) | As of Oct 21, 2025 (Record Date for Special Meeting) |
|---|---|---|
| Beneficial ownership (shares) | 517,000 (all warrants) | 517,000 (all warrants) |
| Ownership % of outstanding | Less than 1% (*) | Less than 1% (*) |
| Instrument detail | 517,000 warrants exercisable into equal number of common shares | 517,000 warrants exercisable into equal number of common shares |
Anti-hedging/pledging: TE policy prohibits short sales, hedging, and pledging (unless approved in writing), and restricts options trading outside compensatory awards.
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; active on governance committee; board reported robust meeting cadence and executive sessions; Audit Committee explicitly oversees related person transactions and ESG reporting.
- Ownership alignment: Holds 517,000 warrants (<1%); no pledging/hedging per company policy; no director equity awards disclosed to Anderson for 2024.
- Independence/attendance: Board determined Anderson independent; incumbents met ≥75% attendance; supports investor confidence in oversight continuity.
- Related-party oversight and potential conflicts at the company level: TE entered extensive commercial agreements with Trina affiliates (TUS/TCZ) with commissions, license fees and support agreements, plus Trina notes/convertible notes; Cooperation Agreement entitles Trina to designate directors and committee seats (nominating and compensation) while Audit Committee oversees related person transactions. These structures elevate governance complexity and require rigorous Audit Committee oversight.
- Foreign Ownership Limitation: Board proposed and recommended amending the certificate to impose limits preventing TE from becoming a “foreign-influenced entity” to preserve tax credits; enforcement mechanics include suspending rights on Excess Securities and redemption mechanisms—strong stance but also signaling sensitivity to foreign control risks.
- Say-on-pay context: Prior year advisory vote approval at 72.8%—acceptable but not overwhelming—suggests investors are engaged on compensation governance.
- Director-specific related party exposure: No related person transactions involving Anderson are disclosed; overall company related-party transactions (e.g., Metier, family employment, Trina agreements) exist and are under Audit Committee oversight.
RED FLAGS to monitor: Trina Cooperation Agreement committee entitlements and extensive fee-bearing commercial ties; family-related employment and consulting arrangements (e.g., Matrai consulting, Kilde family member employment, CEO family employment) require sustained Audit Committee scrutiny for conflicts and arm’s-length terms; execution risks around foreign ownership restrictions and associated enforcement could affect shareholder rights.