Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 10, 2026, the board of directors (the “Board”) of Tamboran Resources Corporation (the “Company”) appointed
Todd Abbott as Chief Executive Officer, effective January 15, 2026, to serve as until his earlier death, resignation, disability or
removal. Mr. Abbott will succeed Mr. Richard Stoneburner, who has been serving as Interim Chief Executive Officer since July 28,
2025. Mr. Stoneburner will continue to serve as Chairman of the Board. Upon concluding his tenure as Interim Chief Executive
Officer, Mr. Stoneburner will resume his status as an independent director on the Board.
Mr. Abbott is 52 years old and has over 25 years of experience driving strategy, fostering efficiency and innovation in the oil
and gas industry. He was the Chief Operating Officer of Seneca Resources Company, LLC from 2023 to 2025, the Executive Chair of
Oilfield Water Logistics LLC from 2021 to 2022, and held multiple positions, including Senior Vice President of Business Planning
and Strategy, at Marathon Oil Corporation from 2018 to 2021. Prior to his time at Marathon Oil Corporation, he served in multiple
positions at Pioneer Natural Resources for over a decade. He also has served as an Advisory Board Member for Living Water
International since 2022, supporting initiatives that provide clean and sustainable water solutions to communities worldwide. Also
since 2022, Mr. Abbott has been an Advisory Board Member of the Zachry Department of Civil and Environmental Engineering at
Texas A&M University, where he contributes his industry expertise to help shape the next generation of engineers and leaders. Mr.
Abbott holds an MBA in Finance and Accounting from the SMU Cox School of Business, and an engineering degree from Texas
A&M University.
In connection with his appointment, Mr. Abbott and the Company entered into an employment agreement (the “Employment
Agreement”) and expect to enter into a Confirmatory Side Letter to the Employment Agreement (the “Side Letter”) setting forth
certain terms and conditions of his employment as the Company’s Chief Executive Officer.
Pursuant to the Employment Agreement, Mr. Abbott’s initial annual base salary will be $550,000, and he will be eligible to
earn an annual cash short-term incentive award targeted at 100% of his annual eligible earnings based on the attainment of applicable
performance goals and individual performance in each case at the discretion of Board. In addition, under the Employment Agreement,
Mr. Abbott is eligible to participate in the health, welfare and retirement benefit plans and programs maintained by the Company for
the benefit of its similarly-situated executives from time to time, as well as for certain additional benefits provided to similarly-situated
executives of the Company.
Pursuant to the Employment Agreement, Mr. Abbott will receive a long-term incentive award with respect to 65,320 shares
of our common stock (the “RSU Award”). 50% of the RSU Award (i.e., 32,660 shares) will be subject to time-based vesting, vesting
annually in three equal tranches, and the remaining 50% of the RSU Award (i.e., the remaining 32,660 shares) will be eligible to vest
based on the Company’s achievement of total shareholder return (“TSR”) goals over a three-year period (“Performance Measurement
Period”), measured against the performance of the S&P SmallCap 600 Energy index (or other market index determined by the Board
in its discretion) for the same period (“Benchmark Index”). If the Company’s TSR for the Performance Measurement Period reaches
or exceeds the annual rate of return for the Benchmark Index, 100% of the performance-vesting portion of the RSU Award will vest
(subject to Mr. Abbott’s continued employment), provided that if this threshold is not satisfied, the Board may use its discretion to
determine whether, and to what extent any PSUs should vest. Similarly, if the Company’s TSR exceeds the annual rate of return for
the Benchmark Index, the Board may exercise its discretion to increase the number of shares to be issued to Mr. Abbott on vesting to
up to a maximum 200% of the number of shares subject to performance based vesting (i.e., 65,320 shares).
In addition, in connection with his commencement as Chief Executive Officer, Mr. Abbott will receive a one-time sign-on
bonus of $100,000, payable within 30 days of the start date. If Mr. Abbott resigns or is terminated for cause, within 12 months of his
start date, Mr. Abbott will be required to repay the full amount of this signing bonus. In connection with the commencement of his
employment, Mr. Abbott will also receive a one-time “make whole” award of time-based RSUs with respect to a number of shares
having an aggregate value of $3,250,000 (calculated based on the closing price on Mr. Abbott’s start date) (the “Make Whole
Award”), vesting on the third anniversary of the start date, subject to Mr. Abbott’s continued employment. The RSU Award and
Make-Whole Award shall be granted under the Company’s 2024 Incentive Award Plan (the “Plan”).
The Employment Agreement also provides that the Company will reimburse Mr. Abbott for reasonable tax preparation
expenses and reasonable attorneys’ fees incurred by him in connection with the Employment Agreement and two round trip airfare
tickets for Mr. Abbott’s spouse to travel from the United States to Australia during the employment period. It is also expected that
prior to July 31, 2027, Mr. Abbott will relocate to the Company’s headquarters in Brisbane, Australia and the Company will reimburse
Mr. Abbott up to $150,000 for expenses incurred as part of his relocation. Pursuant to the terms of the Employment Agreement, if Mr.
Abbott does not obtain all necessary work visas, work permits and/or entry documents to reside and work in Australia and relocate to
Australia on or before July 30, 2027, the Employment Agreement will terminate.
If the Company terminates Mr. Abbott’s employment without “cause” (as defined in the Employment Agreement), Mr.
Abbott will be eligible to receive any accrued payments and benefits, as well as severance equal 24 months of Mr. Abbott’s base
salary and payment for the employer portion of premiums for continuation coverage under COBRA for up to 18 months. In each case,
subject to Mr. Abbott’s delivery of an enforceable release of claims against the Company and related parties. Further, pursuant to the
Side Letter, if Mr. Abbott’s employment is terminated by the Company without cause or by Mr. Abbott with “good reason” (as
defined in the Side Letter), a pro-rated portion of the Make Whole Award and a pro-rata portion of the performance-vesting portion of
the RSU Award will vest determined based on target. Pursuant to the Side Letter, upon a change in control of the Company (as defined
in the Plan), all of the then unvested portion of the RSU Award and Make-Whole Award will immediately vest in full.
The Employment Agreement also contains covenants restricting Mr. Abbott’s ability to compete with the Company or solicit
Company customers or employees for up to 12 months following the termination of his employment, as well as covenants protecting
Company confidential and proprietary information.
The foregoing description of the Employment Agreement and the Side Letter does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Employment Agreement and the form of Side Letter, copies of which are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
