VAALCO ENERGY INC /DE/
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the five years in the period ended December 31, 2024. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table (“SCT”) for each applicable year to determine the “actual” compensation paid to our Principal Executive Officer (“PEO”) and the average “actual” compensation paid to our other Named Executive Officers (“Non-PEO NEOs”).
The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our Non-PEO NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:
| Value of Initial Fixed $100 Investment Based On: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| SCT Total Compensation for Current CEO (Maxwell)(1) · Compensation Actually Paid to Current CEO (Maxwell)(1)(3) · SCT Total Compensation for Prior CEO (Bounds)(1) · Compensation Actually Paid to Prior CEO (Bounds)(1)(3) · Average SCT Total Compensation for Other NEOs(2)(3) · Average Compensation Actually Paid to Other NEOs(2) · Vaalco Cumulative TSR · Industry Index Cumulative TSR(4) · Peer Group Cumulative TSR(4) · Net Income ($M) · Company- Selected Performance Measure (Adjusted EBITDAX)($M) | |||||||||||
| 2024 | $3,015,493 | $2,391,536 | $1,171,801 | $1,008,785 | $223.69 | $159.70 | $78.89 | $58.49 | $303.00 | ||
| 2023 | $1,976,426 | $1,952,232 | $927,936 | $922,348 | $219.40 | $160.83 | $89.65 | $60.35 | $280.40 | ||
| 2022 | $1,718,252 | $1,641,635 | $830,337 | $858,442 | $210.27 | $154.88 | $84.38 | $51.89 | $186.60 | ||
| 2021 | $657,363 | $657,363 | $2,314,678 | $1,344,158 | $598,451 | $821,005 | $144.59 | $106.29 | $63.15 | $81.84 | $85.80 |
| 2020 | $1,405,340 | $1,021,663 | $567,276 | $519,663 | $79.73 | $63.42 | $64.68 | ($48.18) | $26.60 | ||
| (1) | George Maxwell has been CEO since April 19, 2021. He replaced Cary Bounds, who resigned from that role April 18, 2021. |
| (2) | Other NEOs for the indicated years were, for 2024, Ronald Bain, Thor Pruckl, Matthew Powers, and Jason J. Doornik; for 2023, Ronald Bain, Thor Pruckl, Matthew Powers, and Jason J. Doornik; for 2022, Ronald Bain, David A. DesAutels, and Michael G. Silver; and, for 2021, Ronald Bain, David A. DesAutels, and Michael G. Silver. Mr. Bain was appointed as the Company’s Chief Financial Officer on June 21, 2021. |
| (3) | The Company deducted from, or added to, SCT Total Compensation the amounts listed in the table below to calculate Compensation Actually Paid (“CAP”) in accordance with Item 402(v) of Regulation S-K. Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to SCT Total Compensation related to the value of benefits under such plans. |
| CEO | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2022 | 2023 | 2024 | |
| (Mr. Bounds) | (Mr. Bounds) | (Mr. Maxwell) | (Mr. Maxwell) | (Mr. Maxwell) | (Mr. Maxwell) | |
| Total Compensation as Reported in the Summary Compensation Table (SCT) | $1,405,340 | $2,314,678 | $657,363 | $1,718,252 | $1,976,426 | $3,015,493 |
| Pension values reported in the SCT | $0 | $0 | $0 | $0 | $0 | $0 |
| Fair value of equity awards granted during the fiscal year | ($524,300) | ($857,728) | $0 | ($521,502) | ($825,002) | ($1,683,465) |
| Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $0 | $0 | $0 | $0 | $0 | $0 |
| Fair value of equity awards granted during the fiscal year - value at year-end | $805,249 | $878,910 | $0 | $444,885 | $846,385 | $1,103,325 |
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | ($237,767) | $550,113 | $0 | $0 | ($40,501) | ($134,806) |
| Change in fair value from end of prior fiscal year to vesting date, for awards made in prior fiscal years that vested during current fiscal year | ($426,858) | $888,665 | $0 | $0 | ($17,683) | $74,747 |
| Fair value of equity compensation forfeited in current fiscal year determined at end of prior fiscal year | $0 | ($2,430,480) | $0 | $0 | $0 | $0 |
| Dividends or other earnings paid on equity awards during the year | $0 | $0 | $0 | $0 | $12,607 | $16,240.97 |
| Compensation Actually Paid | $1,021,663 | $1,344,158 | $657,363 | $1,641,635 | $1,952,232 | $2,391,536 |
Other NEO Average
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Total Compensation as Reported in the Summary Compensation Table (SCT) | $567,276 | $598,451 | $830,337 | $927,936 | $1,171,801 |
| Pension values reported in the SCT | $0 | $0 | $0 | $0 | $0 |
| Fair value of equity awards granted during the fiscal year | ($121,504) | ($127,298) | ($233,665) | ($217,212) | ($463,357) |
| Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $0 | $0 | $0 | $0 | $0 |
| Fair value of equity awards granted during the fiscal year - value at year-end | $186,613 | $130,441 | $202,087 | $222,840 | $303,679 |
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | ($52,305) | $80,160 | $49,371 | ($12,770) | ($3,882) |
| Change in fair value from end of prior fiscal year to vesting date, for awards made in prior fiscal years that vested during current fiscal year | ($60,417) | $139,250 | $164,599 | ($6,594) | $23,288 |
| Fair value of equity compensation forfeited in current fiscal year determined at end of prior fiscal year | $0 | $0 | ($156,497) | $0 | ($29,007) |
| Dividends or other earnings paid on equity awards during the year | $0 | $0 | $2,211 | $8,148 | $6,261.57 |
| Compensation Actually Paid | $519,663 | $821,005 | $858,442 | $922,348 | $1,008,785 |
| (4) | Last year the Company used the Industry Index (the S&P Oil & Gas Exploration & Production Select Industry Index) in lieu of its compensation Peer Group. |
The Company elected this year to use its compensation Peer Group, as it is comprised of companies that, like Vaalco, are independent oil and gas producers, each with a similar geographic focus to Vaalco, and each of a size that renders the comparison more meaningful.
Relationship Between Pay and Performance
As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy that utilizes a number of short-term and long-term performance measures, not all of which are presented in the table above or graphs below. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to illustrate the relationships between information presented in the Pay versus Performance table.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company TSR and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, as well as the relationship between the Company’s cumulative TSR and the Peer Group’s TSR over such period.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and Net Income over the five most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDAX
The following chart sets forth the relationship between Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our other NEOs, and Adjusted EBITDAX over the five most recently completed fiscal years.
Most Important Financial Performance Measures for Fiscal Year 2024
The following is an unranked list of the four most important financial performance measures used to link executive compensation actually paid to our NEOs during the fiscal year 2024 with the Company’s performance. Please see the Compensation Discussion and Analysis for a further description of the metrics used in the Company’s executive compensation program.
| • | Adjusted EBITDAX |
| • | WI Production (BOEPD) |
| • | Reserves |
| • | Revenue |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.