TALOS ENERGY INC.
For the period ended May 29, 2025. Filed Apr 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 18, 2025
Contents
Proxy Statement Summary
This summary highlights information that you will find throughout this proxy statement (this “Proxy Statement”) in connection with the 2025 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Talos Energy Inc. (the “Company,” “Talos,” “we,” “us” or “our”). This summary does not contain all of the information that you should consider. You should read this Proxy Statement in its entirety and the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “Annual Report”), which is available at www.proxydocs.com/TALO. We are making this Proxy Statement available to you on or about April 18, 2025, in connection with the solicitation of proxies by our board of directors (our “Board of Directors” or the “Board”).
2025 Annual Meeting of Stockholders
Time and Date: Thursday, May 29, 2025, 10:00 a.m. (Central time)
Location: Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002
Record Date: Tuesday, April 8, 2025
Voting: In accordance with our Second Amended and Restated Certificate of Incorporation, as amended, each share of our common stock, par value $0.01 per share (“common stock”), is entitled to one vote for each proposal to be voted on.
Proxy Materials: Our proxy materials, including the Notice of Annual Meeting and Proxy Statement and our Annual Report are available at www.proxydocs.com/TALO.
Voting Matters and Board Recommendations
The Board recommends that you vote on the various proposals as indicated in the “Road Map of Voting Items” on page i.
Please see “Questions and Answers About the Annual Meeting” beginning on page 82 for additional information about the proxy materials, the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), the Annual Meeting and voting.
Board of Directors and Director Nominees
Independent Board: Our Board is comprised of a majority of independent directors.
Non-Executive Chairman of the Board: Mr. Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018.
New President, Chief Executive Officer and Executive Director: Mr. Paul R. Goodfellow has served as an executive member of the Board since March 1, 2025, in connection with his appointment as President and Chief Executive Officer of the Company.
| 2025 PROXY STATEMENT | 1 |
Director Nominees:
The Company has proposed the following director nominees for election to the Board at the Annual Meeting, each to serve for a one (1) year term until the Company’s next annual meeting of stockholders to be held in 2026.
| Director Nominees | Age | DirectorSince | Independent(1) | Current Committee Memberships (2) |
|---|---|---|---|---|
| Neal P. Goldman Chairman Managing Member, SAGE Capital Investments | 55 | 2018 | ✓ | • Nominating & Governance (Chair) |
| Paul R. Goodfellow President and Chief Executive OfficerDirector | 59 | 2025 | ExecutiveDirector | • None |
| Paula R. Glover Director President, Alliance to Save Energy | 57 | 2021 | ✓ | • Nominating & Governance • SSCR (Chair) |
| John “Brad” Juneau Director Founder, Juneau Oil and Gas, LLC | 65 | 2018 | ✓ | • SSCR(3) |
| Richard M. Sherrill Director President of Howard Low Carbons Solutions,Howard Energy Partners | 59 | 2023 | ✓ | • Audit • Compensation |
| Charles M. Sledge Director Former Chief Financial Officer, Cameron International Corporation | 59 | 2018 | ✓ | • Audit (Chair) • Compensation • Nominating & Governance |
| Shandell M. Szabo Director Former Vice President of US Exploration,Anadarko Petroleum Corporation | 50 | 2023 | ✓ | • SSCR(3) |
| (1) | As determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
| (2) | See “Governance and Board Matters—Committees of the Board” for anticipated committee assignment changes to become effective immediately after the Annual Meeting. |
| (3) | From May 2023 through December 31, 2024, Mr. Juneau and Ms. Szabo also served as Co-Chairs of the Technical Committee. |
Current Standing Committees of the Board:
| AUDIT | COMPENSATION | NOMINATING & GOVERNANCE | SAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY (“SSCR”) |
|---|
Independent Board Committees: Each of the Board’s standing committees are composed entirely of independent directors. Effective December 31, 2024, the Technical Committee of the Board was dissolved by the Board upon completion of its oversight duties. See “Governance and Board Matters—Committees of the Board—Technical Committee” for additional information.
Current Board Committee Membership: The following table below provides for the current members and chairpersons of each standing committee of the Board as of the date of this Proxy Statement. See “Governance and Board Matters—Committees of the Board” for anticipated committee assignment changes to become effective immediately after the Annual Meeting.
| Director | Audit Committee | CompensationCommittee | Nominating &GovernanceCommittee | SSCRCommittee |
|---|---|---|---|---|
| Goldman | ✓ Chair | |||
| Goodfellow | ||||
| Glover | ✓ | ✓ Chair | ||
| Juneau (1) | ✓ | |||
| Kendall (2) | ✓ | ✓ Chair | ||
| Sherrill | ✓ | ✓ | ||
| Sledge | ✓ Chair | ✓ | ✓ | |
| Szabo (1) | ✓ | |||
| (1) | From May 2023 to December 31, 2024, Mr. Juneau and Ms. Szabo also served as Co-Chairs of the Technical Committee. |
| (2) | Mr. Kendall will not be standing for reelection to the Board at the Annual Meeting and will conclude his service on our Board and each of the committees on which he serves at the expiration of his term at the Annual Meeting. After the Annual Meeting, we expect that the size of our Board will be reduced from eight to seven directors. |
| 2025 PROXY STATEMENT | 3 |
Board and Governance Practices and Highlights
The Company is committed to good corporate governance as part of our efforts to promote the long-term interests of stockholders, maintain strong Board and management accountability, and continue building public trust in the Company. Our current Board and governance practices include:
| BOARD AND GOVERNANCE PRACTICES | |
|---|---|
| Current Size of Board (1) | 8 members |
| Average Age of Director Nominees (2) | 58 years |
| Average Tenure of Director Nominees (3) | 4.2 years |
| Current Independent Directors (4) | 7 of 8 |
| Independent Standing Board Committees | Yes |
| Annual Election of Directors | Yes |
| Majority Voting for Directors | Yes |
| Director Resignation Policy | Yes |
| Supermajority Voting Provisions | No |
| Independent Non-Executive Chairman | Yes |
| Regular Executive Sessions of Independent Directors | Yes |
| Strong Board and Committee Meeting Attendance | Yes |
| Annual Board and Committee Self-Evaluations | Yes |
| Active Board Refreshment (5 new directors since 2021) (5) | Yes |
| Equity Grants to Non-Executive Directors | Yes |
| Number of Board Meetings Held in 2024 | 15 |
| Code of Business Conduct and Ethics Applicable to Directors | Yes |
| Board Oversight of Enterprise Risk Management and Long-Term Strategy | Yes |
| Full and Free Access for Directors to Officers, Employees and Company Books and Records | Yes |
| Board-Level Oversight of Safety, Sustainability and Corporate Responsibility Matters | Yes |
| Management-Level Disclosure Committee for Financial Reporting | Yes |
| Annual Non-Binding Advisory Vote on Executive Compensation | Yes |
| Poison Pill (6) | No |
| Related Persons Transaction Policy | Yes |
| Insider Trading Policy | Yes |
| Stock Ownership Policy for Senior Executives and Non-Employee Directors | Yes |
| Anti-Hedging and Anti-Pledging Policies | Yes |
| Clawback Policy | Yes |
| Directors Sit on the Board of More than Three Other Public Companies in Addition to our Board | No |
| (1) | Mr. Kendall is not standing for reelection to the Board at the Annual Meeting. After the Annual Meeting, we expect that the size of our Board will be reduced from eight to seven directors. |
| (2) | Director nominees’ ages range from 50 to 65 years. Rounded up to the next whole number as of the date of this Proxy Statement. |
| (3) | Director nominees’ tenures range from zero to seven years. Rounded up to the next decimal point as of the date of this Proxy Statement. |
| (4) | All non-executive directors, other than Mr. Paul Goodfellow, the Company’s President and Chief Executive Officer, have been deemed independent by the Board in accordance with NYSE listing standards and SEC regulations. Following the Annual Meeting, we anticipate that six out of seven of our directors will be deemed independent. |
| (5) | Mr. Timothy S. Duncan departed from the Company as President and Chief Executive Officer, effective August 29, 2024, and effective November 1, 2024, resigned from the Board. Mr. Joseph A. Mills departed from the Company as Interim President and Chief Executive Officer and resigned from the Board, effective January 5, 2025. Mr. Goodfellow was appointed to the Board effective March 1, 2025 in connection with his appointment as President and Chief Executive Officer. |
| (6) | See “Certain Relationships and Related Party Transactions—Slim Family Office and Associates—Cooperation Agreement” for further information regarding our Cooperation Agreement with Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial”), an entity controlled by the family of Carlos Slim Helú, a beneficial owner of approximately 24.4% of the outstanding shares of the Company’s common stock (as of October 1, 2024, the date of the last publicly disclosed beneficial report). |
The Board recognizes the importance of maintaining strong corporate governance practices for both enabling effective oversight of the Company’s business and helping to fulfill the Board’s responsibilities to the Company’s stockholders. The Board is therefore committed to continuing to monitor and implement, where practicable, best practices for corporate governance.
Recent Changes in Corporate Governance Practices
The Board proactively reviews the Company’s corporate governance policies and considers corporate governance issues and feedback from our stockholders and other key stakeholders. Examples of recent changes in corporate governance practices include:
| • | having a fully declassified Board, with each of our directors being elected annually, beginning at the Annual Meeting; and |
| • | ongoing Board refreshments which is informed by the Board’s assessment of skills, experience and tenure with the appointments of Ms. Glover in 2021, Mr. Sherrill and Ms. Szabo in 2023, Mr. Mills in 2024 and Mr. Goodfellow in 2025. On January 5, 2025, Mr. Mills resigned from the Board. Mr. Goodfellow joined the Board as an executive director in connection with his appointment as President and Chief Executive Officer, effective March 1, 2025. |
| 2025 PROXY STATEMENT | 5 |
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