Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2023, Matthew S. Daly, a Director and Strategic Advisor of
Kimbell Tiger Acquisition Corporation (the "Company"), resigned from the board
of directors (the "Board") of the Company. Mr. Daly's resignation was not the
result of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. Mr. Daly will continue to serve in
the capacity of Strategic Advisor to the Company, and continue to serve as Chief
Operating Officer of the general partner of Kimbell Royalty Partners, LP, the
ultimate parent of our sponsor, Kimbell Tiger Acquisition Sponsor, LLC.
Also on February 7, 2023, upon the recommendation of the nominating and
corporate governance committee of the Board (the "Nominating and Corporate
Governance Committee"), William H. Goodwin was appointed as a director of the
Board, to fill the vacancy created by the resignation of Mr. Daly, and appointed
to the audit committee of the Board (the "Audit Committee"). After a thorough
review of his background and relevant experience as well as his qualifications
as an independent director, the Nominating and Corporate Governance Committee
affirmatively determined that Mr. Goodwin (i) is an independent director under
the applicable rules of The New York Stock Exchange and as such term is defined
in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and
(ii) meets all applicable requirements for membership on the Audit Committee.
There is no arrangement or understanding between Mr. Goodwin and any other
persons pursuant to which Mr. Goodwin was appointed as a director. Furthermore,
there are no family relationships between Mr. Goodwin and any other director or
executive officer of the Company and there are no transactions between
Mr. Goodwin and the Company that would be required to be reported under Item
404(a) of Regulation S-K.
The following sets forth certain information concerning Mr. Goodwin's past
employment history, directorships held in public companies, if any, and
qualifications for service on the Company's board.
Mr. Goodwin is co-founder and Managing Partner at Esperanza Capital Partners
("ECP") where he is a member of the firm's investment committee. He oversees
investment sourcing, diligence, and transactional negotiations along with
general firm management and execution.
Prior to co-founding ECP in 2021, Mr. Goodwin was a Partner at Millennial Energy
Partners ("MEP"), a Houston-based oil and gas investment firm and direct asset
manager. During his tenure at MEP, Mr. Goodwin managed the firm's operating
subsidiaries and chaired operating committees for the firm's active investment
vehicles while serving on the York Tactical Energy Fund I, LP ("YTEF")
investment committee. Prior to MEP, He worked at Nexen Inc. ("Nexen") in various
technical roles for producing assets in the U.S. Gulf of Mexico shelf and
deep-water. He continued working at Nexen through its merger with China National
Offshore Oil Company. Mr. Goodwin currently serves on the advisory board and is
a founding investor in Cantium LLC, a York Capital controlled exploration and
production company. He holds a B.S. in Geology from Louisiana State University.
Mr. Goodwin will receive compensation consistent with the Company's compensation
program for non-employee directors.
In connection with his appointment as director, Mr. Goodwin is entering into a
standard form of indemnity agreement for directors and a joinder agreement to
the letter agreement, dated as of February 3, 2022, entered into by the Company
with its directors, officers and the other parties thereto in connection with
the Company's initial public offering. The Company's form of indemnity agreement
for directors and the letter agreement were described in, and the forms of such
agreements were filed as exhibits to, the Company's registration statement
relating to the Company's initial public offering (File No. 333-258260).
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