DEF 14A of Vaalco Energy Inc /De/, Apr 24, 2026

DEF 14A of Vaalco Energy Inc /De/

Filed Apr 24, 2026 · FY20250001104659-26-048000

Open on EDGAR

  1. Election of Directors

    Election of Directors DIRECTOR NOMINEES On March 12, 2026, the Board, upon recommendation of the ESG Committee, voted to nominate the individuals named in the table below for election. The Board asks you to elect the five nominees named below as directors for a term that expires at the 2027 Annual Meeting of Shareholders. The table below provides summary information about the five director nominees. For more information about the nominees, please see page 18.

  2. Election of Directors

    | Name | Director Since | Independence Status | Board Committees | | Andrew L. Fawthrop | 2014 | Independent | Audit, Compensation, ESG, Strategic, Technical and Reserves | | George W. M. Maxwell | 2020 | Not Independent | Strategic, Technical and Reserves | | Cathy Stubbs | 2020 | Independent | Audit, Compensation, ESG, Strategic, Technical and Reserves | | Fabrice Nze-Bekale | 2022 | Independent | Audit, Compensation, ESG, Strategic | | Edward LaFehr | 2022 | Independent | Compensation, ESG, Strategic, Technical and Reserves |

  3. Election of Directors

    Election of Directors OVERVIEW On March 12, 2026, the Board, upon recommendation of the ESG Committee, voted to nominate the individuals named below for election. The Board asks you to elect the five nominees named below as directors for a term that expires at the 2027 Annual Meeting of Shareholders and until either they are reelected or their successors are elected and qualified: •

  4. Andrew L. Fawthrop

    Andrew L. Fawthrop •

  5. George W. M. Maxwell

    George W. M. Maxwell •

  6. Cathy Stubbs

    Cathy Stubbs •

  7. Fabrice Nze-Bekale

    Fabrice Nze-Bekale •

  8. Edward LaFehr

    Edward LaFehr Each nominee currently serves as a director. Biographical information for each is contained below. No proposed nominee is being nominated for election pursuant to any arrangement or understanding between the nominee and any other person. The Board has no reason to believe that any nominee will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the number of the Company’s directors will be reduced or the persons named as proxies on the accompanying proxy card, or their substitutes, will vote for the election of a substitute nominee that the Board recommends. Only the nominees designated by the Board will be eligible to stand for election as directors at the Annual Meeting. DIRECTOR NOMINEE INFORMATION AND QUALIFICATIONS The following table provides information with respect to each nominee. Each director will be elected to serve until the next annual meeting or his or her earlier death or resignation or until his or her successor is elected and qualified.

  9. Edward LaFehr

    | Name | Age | Title | | Andrew L. Fawthrop | 73 | Director and Chairman of the Board | | George W. M. Maxwell | 60 | Director and Chief Executive Officer | | Cathy Stubbs | 59 | Director | | Fabrice Nze-Bekale | 52 | Director | | Edward LaFehr | 66 | Director |

  10. Edward LaFehr

    The following is a brief description of the background and principal occupation of each director nominee:

  11. Edward LaFehr

    | ANDREW L. FAWTHROP Director and Chairman of the Board Age: 73 Director Since: 2014 | Andrew L. Fawthrop — Mr. Fawthrop has served on the Board since October 2014 and as the Chairman of the Board since December 2015. Mr. Fawthrop has deep and broad-based experience in the oil and gas industry, including in Africa, having served for 37 years with Unocal Corporation and Chevron Corporation (following its acquisition of Unocal in 2005) in a vast number of international leadership positions. Most recently, from January 2009 until his retirement in 2014, Mr. Fawthrop served as Chair and Managing Director for Chevron Nigeria. Prior to his assignment in Nigeria, Mr. Fawthrop served as President and Managing Director for Unocal/ Chevron Bangladesh from 2003 until 2007. In his professional career, Mr. Fawthrop held various positions of increasing responsibility for exploration activities around the world in geographies including China, Egypt, Indonesia, South America, Africa, Latin America and Europe. Mr. Fawthrop served as a Member of the Advisory Board of Eurasia Group. He served as a Director of Hindustan Oil Exploration Co. Ltd. from 2003 to 2005. He was an active member of the United States Azerbaijan Chamber of Commerce, the Asia Society of Texas and the Houston World Affairs Council. Mr. Fawthrop holds a Bachelor of Science in Geology and Chemistry and a Master’s degree in Marine Geology from the University of London. Mr. Fawthrop’s significant experience in the international exploration and production (“E&P”) industry, particularly his experience in Africa, provides a valuable resource to the Board. In addition, through his prior leadership roles and activities, he has extensive operational experience and strategy-making abilities with an executive-level perspective and knowledge base that provides a strong platform for the Board. |

  12. Edward LaFehr

    | GEORGE W. M. MAXWELL Director and Chief Executive Officer Age: 60 Director Since: 2020 | George W. M. Maxwell — Mr. Maxwell became Chief Executive Officer of Vaalco on April 18, 2021. Mr. Maxwell has over 25 years of experience in the oil and gas industry, including in both the producing and service/manufacturing arenas. Mr. Maxwell founded Eland Oil & Gas Plc. in 2009 and served as the company’s Chief Executive Officer from September 2014 to December 2019, Chief Financial Officer from 2010 to 2014, and as a member of the board of directors from 2009 to 2019, until the company was acquired by Seplat Petroleum Development Company Pls. on December 17, 2019. Prior to founding Eland Oil & Gas Plc., Mr. Maxwell served as the business development manager for Addax Petroleum and, prior to this, commercial manager in Geneva. Mr. Maxwell joined Addax Petroleum in 2004 and held the general manager position in Nigeria, where he was responsible for finance, and fiscal and commercial activities. Prior to this, Mr. Maxwell worked with ABB Oil & Gas as vice president of finance based in the UK with responsibilities for Europe and Africa. He held a similar position in Houston, from where the organization ran its operations in ten countries. Mr. Maxwell was finance director in Singapore for Asia Pacific and Middle East, handling currency swaps and minimizing exposures during the Asian financial crisis of the late 1990s. Mr. Maxwell graduated from Robert Gordon University in Aberdeen with a Master’s in Business Administration. Mr. Maxwell is a Fellow of the Energy Institute in the UK and has formerly served on the boards of directors of Elcrest Exploration and Production Nigeria Ltd. and Westport Oil Limited. Mr. Maxwell’s significant experience serving in executive leadership positions and on the boards of E&P companies, as well as his experience in mergers and acquisitions and strong ties to the London investment community, provide invaluable insight, making him an important resource for the Board. |

  13. Edward LaFehr

    | CATHY STUBBS Director Age: 59 Director Since: 2020 | Cathy Stubbs — Ms. Stubbs has served on the Board since June 2020. Ms. Stubbs has over 30 years of experience in the energy industry, most recently serving 17 years with Aspire Holdings, LLC (formerly Endeavour International Corporation), an independent international oil and gas exploration and production company focused in the North Sea and United States. Ms. Stubbs held numerous roles at Aspire Holdings, LLC, including as a director and President and Chief Financial Officer from 2015 to 2021, Senior Vice President and Chief Financial Officer from 2013 to 2015, Vice President, Finance and Treasury, and served in other corporate development and accounting roles from 2004 to 2013. Prior to joining Aspire Holdings, LLC she served as Assistant Controller, Financial Reporting and Corporate Accounting at Devon Energy, Inc. (formerly Ocean Energy, Inc.) from 1997 to 2004. Ms. Stubbs began her career in public accounting with KPMG, an international audit and business strategy consulting firm, where she rose to the title of Audit Manager. Ms. Stubbs is a Certified Public Accountant in the State of Texas and she currently serves on the board of directors of Amazing Place, and serves as the treasurer and supervisor of Memorial Villages Water Authority Board. Ms. Stubbs holds a Bachelor’s degree in Business Administration, and Master’s degree in Professional Accounting, from the University of Texas at Austin. Ms. Stubbs’ significant experience in accounting, finance, risk management and her service in various director and executive roles provide a valuable resource to the Board. |

  14. Edward LaFehr

    | FABRICE NZE-BEKALE Director Age: 52 Director Since: 2022 | Fabrice Nze-Bekale — Mr. Nze-Bekale joined the Board in 2022. He has over 25 years of experience in mining, banking, telecoms, mergers and acquisitions and international finance. Mr. Nze-Bekale has served on numerous boards and as a senior executive across his career. He currently serves as an independent director on the Board of Orabank Gabon, where he is also the Chairman of the Ethics and Good Governance Committee and serves on the Audit Committee and the Risk Committee. Mr. Nze-Bekale is the Chairman of the board of directors of Airtel Money Gabon, a role he began in 2021. He was appointed to the board of directors of Gabon Power Company, the Gabonese sovereign wealth fund’s vehicle dedicated to developing PPPs in the utilities sector, in January 2024. He also began serving as the executive president of the board of directors of Gabon Angel Investing Network in 2021. From 2012 to 2020, he was a member of the Board of the Fonds Gabonais d’Investissements Strategiques, Gabon’s sovereign wealth fund. He has also served on the Boards of several Gabonese mining companies. Mr. Nze-Bekale has been Chief Executive Officer of ACT Afrique, a leading advisory firm in West Africa and based in Dakar, Senegal, since 2017, and an executive member of the board of directors since 2020. ACT Afrique provides strategic advisory and investment banking expertise to governments as well as to public and private entities in West Africa. Prior to joining ACT Afrique, from 2012 to 2017, he served as Chief Executive Officer of Societe Equatoriale des Mines, the national mining company in Gabon, which he helped create to manage Gabon’s investments in the sector. Prior to that, he was Director of Investment Banking for Standard Bank PLC based in London from 2008 to 2011 and Group Corporate Finance Manager for Celtel International from 2005 to 2008. Fabrice began his career at Citibank Gabon, where he rose to become the Head of Corporate Banking. Mr. Nze-Bekale is a Gabonese national and holds a Master’s degree in Finance and Financial Engineering from the University of Paris-Dauphine (France) with a Master of Business Administration from the London Business School (UK). Mr. Nze-Bekale’s significant experience in the areas of mining, banking, telecom and finance, his service in various director and executive roles, and his knowledge of Gabon and other West African countries make him a valuable resource for the Board. |

  15. Edward LaFehr

    | EDWARD LAFEHR Director Age: 66 Director Since: 2022 | Edward LaFehr — Mr. LaFehr is an energy industry executive with four decades of global experience across North America, Europe, and the Middle East. He joined the VAALCO Board in 2022 following its combination with TransGlobe, where he had served as a director since 2019. He retired in 2023 as President and CEO of Baytex Energy after six years in the role, following senior leadership positions at TAQA, Talisman Energy, BP, and Amoco. His career includes serving as BP’s Managing Director of Pharaonic Petroleum Company in Egypt and representing BP on multiple joint venture boards. He also served on the Board of STEP Energy Services from November 2023 until March of 2026. Mr. LaFehr holds Master’s degrees in geophysics from Stanford University and mineral economics from the Colorado School of Mines. Mr. LaFehr’s significant experience in executive roles at energy companies, as well as his expertise and credentials pertaining to oil, natural gas and NGL exploration, development and production, make him a valuable addition to the Board. |

  16. Edward LaFehr

    VOTE REQUIRED The five director nominees who receive the greatest number of “FOR” votes cast by the shareholders, a plurality, will be elected as our directors. You may vote “FOR” all the director nominees, withhold authority to vote your common stock for all the director nominees or withhold authority to vote your common stock with respect to any one or more director nominees. Withholding authority to vote your common stock with respect to one or more director nominees will have no effect on the election of those nominees. For this proposal, broker non-votes will not be taken into account for purposes of determining the outcome of the election of directors. There is no cumulative voting. If you are a beneficial owner of shares that are held of record by a broker, you must give the broker instructions to vote your shares in the election of directors if you wish for your shares to be voted. If you are a stockholder of record and submit a proxy card without voting instructions for this proposal, your shares will be voted “FOR” each director, in accordance with the Board’s recommendation. The Board recommends that shareholders vote “FOR” the election of each of the nominees.

  17. Director Compensation

    Director Compensation OVERVIEW Our compensation for non-employee directors is designed to be competitive with our peer group and to link rewards to business results and shareholder returns to align our directors’ interests with those of our shareholders. We do not have a retirement plan for non-employee directors. Mr. Maxwell, the only employee who serves as a director, is not paid additional compensation for his service on the Board or any committee. The Compensation Committee is responsible for evaluating and recommending to the independent members of the Board the compensation of non-employee directors, and the independent members of the Board set the compensation. As part of this review, the Compensation Committee considers the significant amount of time expended, and the skill level required, by each non-employee director in fulfilling his or her duties, each director’s role and involvement on the Board and its committees, and market data compiled from the Company’s peers and competitors. In 2025, the Compensation Committee engaged a large, nationaly known advisory firm to prepare an analysis of the compensation of our non-employee directors. Cash compensation payable to our non-employee directors, which was not adjusted in 2025, is set forth in the table below.

  18. Director Compensation

    | Recipient(s) | Cash Compensation ($) | | Per Position Compensation (Annualized)(1) | | | Non-Employee Directors | 50,000 | | Audit and ESG Committee Chairs | 20,000 | | Other Committee Chairs | 15,000 | | Chair of the Board | 100,000 | | Per Meeting Compensation | | | Board Meeting | 2,000 | | Committee Meeting | 1,000 |

  19. Director Compensation

    (1) Payable in quarterly installments. Each member of the Board also receives an annual equity award in an amount determined by the independent members of the Board. For 2025, our independent directors determined to grant each then non-employee member of the Board restricted common stock with an aggregate grant date fair market value of $110,003.04 (32,739 shares). The awards vest on the earlier of the first anniversary of the date of grant or the first Annual Meeting of Shareholders following the date of grant (but in no event less than 50 weeks following the date of grant), subject to a continuous service requirement. This reflects an increase over the value of the prior year’s equity awards, the aggregate grant date fair market value of which was $85,002. We also reimburse directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with Board and committee meetings. We do not provide any perquisites for our directors. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows compensation paid to each of our non-employee directors who served during the fiscal year ended December 31, 2025.

  20. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Andrew L. Fawthrop | $221,000 | $110,003 | $331,003 | | George W. M. Maxwell(3) | — | — | — | | Cathy Stubbs | $111,000 | $110,003 | $221,003 | | Fabrice Nze-Bekale | $103,750 | $110,003 | $213,753 | | Edward LaFehr | $102,000 | $110,003 | $212,003 |

  21. Director Compensation

    (1) Includes annual cash retainer fee, board and committee meeting fees and committee chair and chair of the board director fees for each non-employee director during fiscal year 2025, as more fully described above. (2) The amounts reported in this column reflect the aggregate grant date fair value of stock awards granted in fiscal year 2025, each as of June 5, 2025, computed in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation and Other Benefit Plans” to the Company’s Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional detail regarding assumptions underlying the value of these equity awards. Mr. Maxwell who is Chief Executive Officer, is not entitled to receive additional compensation for his service as a director.

  22. Compensation Discussion and Analysis

    | Compensation Element | Type | Form | Primary Objectives | Additional Information | | Base Salary | Fixed | Cash | Attract and retain talent; provide predictable income based on position and responsibilities | Reviewed annually based on market positioning and individual qualifications | | Performance-Based Annual Cash Bonus | Variable | Cash | Short-term Company and individual performance; motivates management to achieve key objectives | Earned based on achievement of important near-term financial, operating, safety and environmental objectives | | Long-Term Service-Based Equity Incentive | Variable | Restricted Stock, Stock Options | Rewards long-term value creation; fosters retention and continuity; enhances shareholder alignment | Awards generally vest ratably over three or more years, and a portion contain additional vesting restrictions based on Company performance. Designed to tie compensation to long-term value growth |

  23. Compensation Discussion and Analysis

    (1) Mr. Donohue joined the Company in February 2025. The Compensation Committee reviews salaries across the Company annually. The increase in the base salaries of our NEOs in 2025 was commensurate with adjustments to base salaries for the rest of our US-based labor force last year. ANNUAL CASH INCENTIVE BONUS Our NEOs, senior management and other non-management personnel have the potential to receive a meaningful cash bonus if annual financial and operational objectives or goals, pre-established by the Compensation Committee, are met and the Board approves the payment of bonuses. In determining the incentive bonuses earned, the Compensation Committee considers both Company and individual performance and, in its discretion, any other context or unforeseen circumstances that contributed to overall performance. Each executive has a pre-established target bonus opportunity, defined as a percentage of salary. Such executives can earn between 0% and 200% of that target opportunity based on Company and individual performance. The target bonus percentages for 2025 were as follows:

  24. Compensation Discussion and Analysis

    | Executive | Target STI Payout Opportunity (as a % of Base Salary) | | George W. M. Maxwell | 100% | | Ronald Y. Bain | 75% | | Thor Pruckl | 75% | | Matthew R. Powers | 75% | | Casey Donohue | 75% |

  25. Compensation Discussion and Analysis

    The payout of each executive target bonus is based on Company performance, individual performance, and the executive position’s relevance in driving each scorecard metric. COMPANY SCORECARDS Early in the year, the Compensation Committee approves an Executive and a Non-Executive Scorecard that set various performance targets for corporate financial and non-financial measures for the year. These performance measures are based in part on, and intended to align with, the annual operating budget, the financial forecast, and the business plan approved by our Board early in our fiscal year. The scorecards contain the performance goals (referred to as “metrics” in the scorecard) used to determine the corporate component of cash bonuses payable in the spring of the following year. The Compensation Committee assigns a “weight” to each metric. All metrics, added together, sum to 100%; the “weight” of an individual goal is its fraction of 100%. The Compensation Committee assigns a different weight to each performance goal in the scorecards based on the relative importance of each performance target to the Company’s overall strategic goals. The overall achievement of Vaalco’s Non-Executive Scorecard is a performance measure under the Executive Scorecard. The Compensation Committee also sets three “ranges” for each performance goal: Threshold, Plan, and Stretch. The three ranges provide a benchmark for a multiplier that is applied to each metric to determine the final score with respect to that metric. Achieving Plan always results in a multiplier of 100%, such that, if Plan were achieved but not exceeded for every metric, the final score on the scorecard would be 100%. The Compensation Committee also determines a “Threshold” range which would result in a multiplier of 50%, and a “Stretch” range which would result in a multiplier of 150%. Multipliers below Threshold, above Stretch or between the named ranges are set a numeric value accordingly. The metrics in the Non-Executive Scorecard are intended to be underpinned by goals that each employee can help to drive by executing on his or her individual responsibilities, in categories such as operations, cost containment, safety and employee development. The Executive Scorecards, by contrast, include metrics that executives are more directly responsible for, such as inorganic growth, finance, Company strategy, and navigating particular challenges identified as priorities by the Board. The 2025 scorecards, populated with results, are set forth below. NON-EXECUTIVE SCORECARD

  26. Compensation Discussion and Analysis

    (1) “TRIR” stands for Total Recordable Incident Rate. Threshold is approximately two incidents, Plan is one incident and Stretch is no incidents. (2) Operating Expense per BBL WI: excludes workovers, domestic market obligations, required CSR spending and crude oil inventory. WI sales barrels used for Cote d’Ivoire calculation. (3) Adjusted Corporate G&A: Excludes stock-based compensation, M&A activity, bonuses, and board costs. In the Non-Executive Scorecard, the metrics were total recordable incident rate, an important HSSE metric; CO2-e emission reduction; employee development, as measured by participation in training; production rate, in working interest barrels of oil per day; operating expenditures per working interest barrel; cash flow from operations; proved reserves additions; adjusted corporate general and administrative expenses; and meeting project timeline and cost goals on three major projects: the Ivorian FPSO refurbishment, the upgrade of the Etame platform, and the Ebouri crude sweetening project. In assigning the relative weights to these metrics, the Compensation Committee considered driving near and long-term value to our shareholders through a combination of cost containment and efficient production, as well as the wellbeing of our employees and the environment. Our employees underachieved Plan very slightly on an aggregate level, resulting in an overall score of 99.5%. EXECUTIVE SCORECARD

  27. Compensation Discussion and Analysis

    | Metric | Threshold 50% | Plan 100% | Stretch 150% | Actual Result | Weight | Score | | Non-Executive Scorecard | N/A | N/A | N/A | 99.5% | 15% | 14.9% | | Inorganic Growth | Sign a letter of intent | Complete an acquisition | Complete acquisition and have consolidated and integrated by year end, with all necessary governmental approvals in place by end of H1 2025. | 150% | 15% | 22.5% | | Debt Financing | Alternative Facility over and above the current RBL | Incremental Liquidity via financing with accessibility with RBL (or revolver) or replace RBL | Plan, plus reduced cost of financing. | 100% | 15% | 15% | | Gabon Drilling Campaign | Drill 2 wells | Drill and complete 2 wells within budget | Drill 3 wells within budget exceeding pre-drill target Production | 0% | 15% | 0% | | Major Project Costs | Within 10% of budget | Within budget | Under budget | 50% | 15% | 7.5% | | Block P FID | Complete Geomodelling and Design of top sides | FID – 2025 | FID by end of Q3 2025 | 50% | 5% | 2.5% | | Egyptian Collections | Collections (including offsets to be at least 90% of sales) | Collect $24 million with overall collections at least matching sales for the year | Collect $50 million | 150% | 10% | 15% | | Investor Communication | Hold Capital Markets Day. Retain Institutional shareholders plus management ownership > 50% | Hold a Capital Markets Day May 2025. Retain Institutional shareholders plus management ownership > 60% | Plan reached, plus Executives featured at 5+ Energy conferences. Avg 3 month volume > 750k shares per day. | 150% | 10% | 15% | | Total | | | | | 100% | 92.4% | | TSR Modifier | | | | | | -25% | | Total Score | | | | | | 69.3% |

  28. Compensation Discussion and Analysis

    Metrics for the 2025 Executive Scorecard were Non-Executive Scorecard results; milestones for inorganic growth, debt financing, and our drilling campaign in Gabon; meeting project cost goals on three major projects — the Ivorian FPSO refurbishment, the upgrade of the Etame platform, and the Ebouri crude sweetening project; progressing a final investment decision with respect to Block P in Equatorial Guinea; reducing collectibles associated with our Egypt operations; and executing on investor relations to drive our share liquidity and institutional ownership goals. Elements of Executive Compensation-Non-Executive Scorecard Results. The executive team is ultimately responsible for the performance of all employees. Accordingly, each year, the Compensation Committee designates the Non-Executive Scorecard results a component of the Executive Scorecard so that executive compensation is tied to all employees achieving Company goals. The Compensation Committee weighted this metric as 15% of the executive team’s total score, and applied the final score of the Non-Executive Scorecard Plan (99.5%) as the multiplier to this metric. Inorganic Growth. In early 2025 we acquired a 70% working interest in, and became operator of, the CI-705 block offshore Côte d’Ivoire. We believe the block provides a strong opportunity to add value and runway for the Company’s future. Further, our approval as operator, along with our obtaining all other necessary government approvals and meeting the other targets articulated in the description of the Stretch multiplier, advanced our ability to quickly be approved as operator of the Kossipo development in the CI-40 block. Accordingly, the Compensation Committee applied the Plan (150%) multiplier to this metric. Debt Financing. In Q1 2025 we entered into a new revolving credit facility with initial aggregate commitments of $190 million and the ability to grow to $300 million. This achieved the targets articulated as “Plan”, and the Compensation Committee accordingly applied the a 100% multiplier. The increased liquidity constitutes an important backstop and supplement to our internally generated cash flow that will help us to better execute our investment programs over the next few years. Gabon Drilling Campaign. These goals were related to the timing and cost of the first three planned wells in our Gabon drilling campaign. Achieving Threshold required that two wells be drilled in the year. Because of a delay in the deployment of the drill rig, we were unable to commence until December and drilled and logged only one well before the end of the year. Accordingly, the Compensation Committee awarded no points for this goal on the scorecard. Major Project Costs. While Vaalco is focused on growth and on increasing production, controlling spending remains critical to driving shareholder return. For 2025, the Compensation Committee assigned a weight of 15% to the goal of controlling costs associated with three major capital projects: the refurbishment of the Ivorian FPSO; the upgrade of the Etame platform; and the Ebouri crude sweetening project. Because costs were within budget for each of the three major capital projects, Management achieved Plan with respect to this goal, resulting in a multiplier of 100%. Block P FID. The Company believes the Block P development in Equatorial Guinea has the potential to be a strong producing asset in our portfolio. The Compensation Committee therefore assigned a weight of 5% to a goal involving the completion of a Final Investment Decision (“FID”) with respect to this block. While FID was not completed in 2025 as planned, our subsurface and engineering teams completed the geomodelling and design of the topsides, achieving Threshold with respect to this goal, resulting in a multiplier of 50%. Egyptian Collectibles. At the start of 2025 our outstanding aged accounts receivable for Egypt amounted to $113 million. Reducing this amount was an important Company goal and was assigned a weight of 10%. By the end of the year, we collected $210 million on $129 of revenue, making all of our aged receivables current. The Company achieved the targets articulated in description of the Stretch multiplier for this goal, and the Compensation Committee applied the 150% multiplier. Investor Relations. As often expressed by our management, we believe Vaalco stock trades below its value. While our primary focus is on operational excellence, we believe maintaining and improving the liquidity of our shares and the percentage of institutional holders can help drive value for our shareholders. Management achieved the Stretch target here, and the Stretch (150%) multiplier was applied. TSR Modifier/Peer Group. As seen in the table above, the total raw score achieved by our executive team per the 2025 scorecard criteria was 92.4. After tabulating the total raw score, the Compensation Committee calculates and applies a TSR Modifier by comparing the 30-day value weighted average price (“VWAP”) of the Company’s share price in the last 30 trading days of the year for the same period in the prior year, as well as factoring in cash returned to shareholders in the form of dividends and share buybacks. The Compensation Committee also compares the performance of the Company by these measures with the performance of the companies identified as our peers over the same time period. The bonus payout is capped, such that even if the raw score and TSR Modifier dictates a bonus payout of more than 200% of the executive’s target, no executive can earn more than 200% of his or her target. The TSR Modifier is calculated as set forth below: The TSR Modifier seeks to capture how the return to Vaalco’s shareholders over the year in question compared to the return to shareholders of the companies the Compensation Committee believe to be most comparable to Vaalco, from the standpoint of our operations and investment profile. The Compensation Committee has identified the defining characteristics of such peer companies to be one, that each be an independent oil and gas producer; two, that each have a geographic focus similar to Vaalco’s; and three, that each be of a size that render comparison to Vaalco meaningful. The Compensation Committee believes that these three factors constitute some of the most important metrics that investors in our industry consider from the standpoint of focus, risk, and return, that are also readily available and quantifiable. For 2025 bonuses, the peer group identified by our Compensation Committee was the same as 2024: Afentra PLC, BW Energy Ltd., Capricorn Energy PLC, Kosmos Energy Ltd., Meren Energy (f/k/a Africa Oil Corp.), Orca Exploration Group Inc. Class B, Panoro Energy ASA, Pharos Energy, PLC, Seplat Petroleum and Tullow Oil plc. Each of these companies is an independent oil and gas producer with a strong focus on African or Egyptian assets. For 2025, the 30-day VWAP of the Company’s total return decreased 27%, year-end to year-end, in the third quartile of our selected peer group. Accordingly, the TSR resulted in an overall modifier of -25% to the Executive Scorecard. The Committee believes it to be in our shareholders’ best interests to align executive compensation with the performance of the Company’s stock price, and believes it is also important that the executive compensation program not incentivize executives to focus on stock price performance to the detriment of other important business metrics. The goal in designing the program is to motivate executives to produce positive short- and long-term corporate results, without motivating them to take unnecessary or excessive risks in doing so. The Committee believes that having share price taken into account by means of a multiplier of metrics that are not derived from share price, coupled with the balancing effect of weighing our share price increase (or decrease) against performance of our peers, strikes the appropriate balance.

  29. Compensation Discussion and Analysis

    With respect to the individual performance component of the Company’s annual incentive bonuses, the Compensation Committee evaluates the performance of each executive officer in light of the goals set forth in the Executive Scorecard, taking into account the specific duties and responsibilities of each officer. In addition, the Compensation Committee considers each executive officer’s performance with respect to his or her critical duties, as well as the achievements each executive officer made during the year towards the Company’s strategic and financial goals. The Compensation Committee also considers the Chief Executive Officer’s feedback concerning his reports. After combining the corporate performance (that is, the score from the scorecard) and the individual performance components of the annual incentive bonuses, each of which was given equal weight, our Compensation Committee determined that our NEOs would receive the following bonuses for their performance during 2025:

  30. Compensation Discussion and Analysis

    | Executive | Target Annual Incentive Bonus | Actual 2025 STI Payout | % of Target | | George W. M. Maxwell | $641,300 | $632,963 | 98.7% | | Ronald Y. Bain | $349,800 | $345,253 | 98.7% | | Thor Pruckl | $338,580 | $334,178 | 98.7% | | Matthew R. Powers | $296,258 | $292,406 | 98.7% | | Casey Donohue(1) | $215,630 | $205,371 | 97.0% |

  31. Compensation Discussion and Analysis

    (1) Mr. Donohue’s target and payout were prorated to reflect his February 24, 2025 start date. Our annual incentive bonuses were paid in March 2026. LONG-TERM EQUITY-BASED INCENTIVES Overview and 2025 Equity Compensation. We believe formal long-term equity incentive programs are valuable compensation tools and are consistent with the compensation programs of the companies in our peer group. We maintain (i) the 2020 LTIP, which permits the grant of stock, options, restricted stock, restricted stock units, phantom stock, SARs and other awards, any of which may be designated as performance awards or be made subject to other conditions and (ii) the Vaalco Energy, Inc. 2016 Stock Appreciation Rights Plan, which permits the grant of cash-settled SARs that give the holder the right to receive an amount of cash equal to the difference between the exercise price and the fair market value of the SAR on the date of exercise. We believe that long-term equity-based incentive compensation is an important component of our overall compensation program because it: • balances short- and long-term objectives; • aligns our executives’ interests with the interests of our shareholders; • encourages long-term focus and decision-making in line with our strategic goals; • makes our compensation program competitive from a total remuneration standpoint; • encourages executive retention; and • gives executives the opportunity to share in our long-term value creation. The Compensation Committee administers our long-term incentive plans. The Committee confirms eligible recipients, determines grant type timing, assigns the number of shares subject to each award, fixes the time and manner in which awards are exercisable and sets exercise prices and vesting and expiration dates. For compensation decisions regarding the grant of equity compensation to executive officers other than our Chief Executive Officer, our Compensation Committee considers recommendations from our Chief Executive Officer. Typically, awards vest over multiple years, but the Compensation Committee maintains the discretionary authority to vest the equity grant immediately if the individual situation merits, subject to the terms and conditions of the applicable plan documents. The Compensation Committee has generally granted awards that vest ratably over a three-year period. In the event of a change of control, all outstanding equity-based awards will immediately vest. In general, our Compensation Committee attempts to provide a mix of awards to our executives that is appropriately balanced between incentivizing performance and retention. For 2025, our Compensation Committee determined to grant our NEOs a mix of restricted stock with a service-based vesting restriction only, and restricted stock with a service-based plus a performance-based vesting restriction. This mixture was designed to encourage high-level performance by our executives and align their interests with those of our shareholders. The service-based vesting requirements (all awards that vest do so ratably over at least a three-year period) promotes long-term retention of our NEOs. Equity awards are generally granted to our NEOs and other employees on an annual basis. The Compensation Committee determines the actual award values at its discretion based on individual factors including the individual’s previous and expected future performance, level of responsibilities, retention considerations and internal parity. Based on these factors, the Compensation Committee determined to grant the following equity incentive awards to our NEOs in 2025:

  32. Compensation Discussion and Analysis

    (1) Represents shares of restricted stock granted on June 5, 2025. The shares of restricted stock vest in three equal installments on each of June 5, 2026, 2027 and 2028. (2) Amounts represent the performance restricted stock granted on June 5, 2025. Each performance share contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than June 5, 2026, provided that, after the date of grant, a stock price performance hurdle of 15% above the exercise price has been achieved; one-third of the awards vest no sooner than June 5, 2027, provided that, after the date of grant, a stock price performance hurdle of 32.25% above the exercise price has been achieved; and the remaining one-third of the awards vest no sooner than June 5, 2028, provided that, after the date of grant, a stock price performance hurdle of 52.5% above the exercise price has been achieved. Each hurdle is measured using a 30-day average stock price. Each stock price performance hurdle must be achieved no later than June 5, 2035 to trigger vesting. As of April 10, 2026, all of the stock price performance hurdles have been achieved. Amounts represent the performance restricted stock granted on the noted date. The vesting of our equity awards is generally contingent on continued service. However, vesting of awards is generally accelerated in the event of a change of control. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change in Control” below. The equity awards granted to our NEOs are subject to forfeiture in accordance with the terms of the grant agreements if the executive terminates employment before the award vests, the executive is terminated for cause, or the executive otherwise fails to comply with the terms of his or her award agreement. BENEFITS We provide company benefits that we believe are standard in the industry to all of our employees, including our NEOs. These benefits consist of a group medical and dental insurance program for employees and their qualified dependents, the majority of which is currently paid for by the Company, and a 401(k) employee savings plan. We also currently make matching contributions to our 401(k) plan of up to 6% of each participant’s salary. The Company pays all administrative costs to maintain the 401(k) plan. We do not provide employee life insurance amounts surpassing the Internal Revenue Service maximum. EMPLOYMENT AGREEMENTS We utilize employment agreements to retain and attract highly qualified executive officers in a competitive market. We currently have employment agreements with Mr. Maxwell, our Chief Executive Officer, Mr. Bain, our Chief Financial Officer, Mr. Pruckl, our Chief Operating Officer, and Mr. Powers, our Executive Vice President and General Counsel. See “— Severance and Change in Control Payments” below for additional information. George W. M. Maxwell — In connection with the appointment of Mr. Maxwell as our Chief Executive Officer, we entered into an employment agreement with him effective as of April 19, 2021, which was amended on January 27, 2022, November 1 , 2022, and June 6, 2024 (as amended, the “Maxwell Employment Agreement”), pursuant to which Mr. Maxwell is entitled to receive an annual base salary of $550,000, which is subject to increase (but not decrease) by the Compensation Committee. The Maxwell Employment Agreement also provides that Mr. Maxwell is eligible to receive an annual cash bonus with a target percentage equal to 100% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Maxwell Employment Agreement, the Company pays Mr. Maxwell $22,000 per year for health benefits and $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits, including paid vacation and sick leave. Ronald Y. Bain — In connection with the appointment of Mr. Bain as Chief Financial Officer, we entered into an employment agreement with him effective as of June 18, 2021, which was amended on January 27, 2022 , November 1, 2022, and June 6, 2024 (as amended, the “Bain Employment Agreement”). Pursuant to the Bain Employment Agreement, Mr. Bain is entitled to receive an annual base salary of $400,000, which is subject to increase (but not decrease) by the Compensation Committee. The Bain Employment Agreement also provides that Mr. Bain is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Bain Employment Agreement, the Company pays Mr. Bain $22,000 per year for health benefits and $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits including paid vacation and sick leave. Thor Pruckl — In connection with the appointment of Mr. Pruckl as Chief Operating Officer, we entered into an employment agreement with him, amended and restated as of April 18, 2024, and again amended as of June 6, 2024 (as amended, the “Pruckl Employment Agreement”). Pursuant to the Pruckl Employment Agreement, Mr. Pruckl is entitled to receive an annual base salary of $400,000, which shall be reviewed annually by the Compensation Committee, and may be increased, but not decreased, at the discretion of the Compensation Committee. The Pruckl Employment Agreement also provides that Mr. Pruckl is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Pruckl Employment Agreement, for so long as Mr. Pruckl’s principal place of employment is in Houston, Texas, Mr. Pruckl will receive furnished leased housing and a leased vehicle with additional payments made by the Company to cover any withholding taxes due in connection therewith. Pursuant to the Pruckl Employment Agreement, the Company pays Mr. Pruckl $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits including paid vacation and sick leave. Matthew R. Powers — We entered into an employment agreement, dated January 18, 2024, which was amended June 6, 2024 (as amended, the “Powers Employment Agreement”) with Mr. Powers, our Executive Vice President and General Counsel. Pursuant to the Powers Employment Agreement, Mr. Powers is entitled to receive a minimum annual base salary of $350,000, which shall be reviewed annually by the Compensation Committee and may be increased, but not decreased, at the discretion of the Compensation Committee. Mr. Powers is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. In addition, Mr. Powers is entitled to other customary employment benefits, including reimbursement for business and entertainment expenses and paid vacation.

  33. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | George W. M. Maxwell Chief Executive Officer | 2025 | 632,225 | 1,659,728 | — | 632,963 | 76,807(4) | 3,001,723 | | | 2024 | 591,250 | 841,290 | 842,175 | 686,675 | 54,103(5) | 3,015,493 | | | 2023 | 550,000 | 412,501 | 412,501 | 561,000 | 40,423(6) | 1,976,425 | | Ronald Y. Bain Chief Financial Officer | 2025 | 459,800 | 616,333 | — | 345,253 | 53,795(7) | 1,475,181 | | | 2024 | 430,000 | 307,947 | 308,270 | 374,550 | 45,222(8) | 1,465,989 | | | 2023 | 400,000 | 150,002 | 150,001 | 306,000 | 39,668(9) | 1,045,671 | | Thor Pruckl Chief Operating Officer | 2025 | 446,580 | 819,203 | — | 334,178 | 149,908(10) | 1,749,869 | | | 2024 | 424,000 | 409,309 | 409,739 | 351,540 | 349,514(11) | 1,944,102 | | | 2023 | 400,000 | 150,002 | 150,001 | 298,500 | 421,962(12) | 1,420,465 | | Matthew R. Powers Executive Vice President and General Counsel | 2025 | 390,758 | 418,246 | — | 292,406 | 27,403(13) | 1,128,813 | | | 2024 | 372,500 | 208,970 | 209,191 | 286,335 | 22,440(14) | 1,099,436 | | | 2023 | 350,000 | 87,500 | 87,500 | 254,625 | 19,800(15) | 799,425 | | Casey Donohue(1) Executive Vice President, Technical and Business Development | 2025 | 277,500 | 165,120 | — | 205,371 | 1,800(16) | 649,791 |

  34. Pay Versus Performance

    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, 2025. 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 SCT 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, 2025, 2024, 2023, 2022, and 2021:

  35. Pay Versus Performance

    | | 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) | Value of Initial Fixed $100 Investment Based On: | | Net Income (loss) ($M) | Company- Selected Performance Measure (Reserves (Standardized Measure))(4) | | | | | | | | | Vaalco Cumulative TSR | Peer Group Cumulative TSR(4) | | | | 2025 | $3,001,723 | $2,185,515 | | | $1,250,914 | $1,074,713 | $250.35 | $166.03 | $(41.39) | $410.01 | | 2024 | $3,015,493 | $2,391,536 | | | $1,171,801 | $1,008,785 | $280.56 | $118.60 | $58.49 | $379.40 | | 2023 | $1,976,426 | $1,952,232 | | | $927,936 | $922,348 | $275.18 | $134.04 | $60.35 | $341.93 | | 2022 | $1,718,252 | $1,641,635 | | | $830,337 | $858,442 | $263.72 | $125.78 | $51.89 | $624.47 | | 2021 | $657,363 | $657,363 | $2,314,678 | $1,344,158 | $598,451 | $821,005 | $181.36 | $94.72 | $81.84 | $99.26 |

  36. Pay Versus Performance

    (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 2025, Ronald Bain, Thor Pruckl, Matthew Powers, and Casey Donohue; for 2024 and 2023, Ronald Bain, Thor Pruckl, Matthew Powers, and Jason Doornik; for 2022, Ronald Bain, David A. DesAutels, and Michael G. Silver; and, for 2021, Ronald Bain, David A. DesAutels, and Michael G. Silver. (3) The Company deducted from, or added to, SCT Total Compensation the amounts listed in the table below to calculate 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. The standardized measure of discounted future net cash flows (“Standardized Measure”) is the present value, discounted at an annual rate of 10%, of estimated future net revenues to be generated from the production of proved reserves, determined in accordance with the rules and regulations of the SEC, using the 12-month unweighted average of first-day-of-the-month Brent prices adjusted for historical marketing differentials, without giving effect to non-property related expenses such as certain general and administrative expenses, debt service, derivatives or to depreciation, depletion and amortization. CEO

  37. Pay Versus Performance

    | | 2021 (Mr. Bounds) | 2021 (Mr. Maxwell) | 2022 (Mr. Maxwell) | 2023 (Mr. Maxwell) | 2024 (Mr. Maxwell) | 2025 (Mr. Maxwell) | | Total Compensation as Reported in the Summary Compensation Table (SCT) | $2,314,678 | $657,363 | $1,718,252 | $1,976,426 | $3,015,493 | $3,001,723 | | Pension values reported in the SCT | $0 | $0 | $0 | $0 | $0 | $0 | | Fair value of equity awards granted during the fiscal year | $(857,728) | $0 | $(521,502) | $(825,002) | $(1,683,465) | $(1,659,728) | | 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 | $878,910 | $0 | $444,885 | $846,385 | $1,103,325 | $1,889,223 | | 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 | $550,113 | $0 | $0 | $(40,501) | $(134,806) | $(630,005) | | 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 | $888,665 | $0 | $0 | $(17,683) | $74,747 | $(450,980) | | Fair value of equity compensation forfeited in current fiscal year determined at end of prior fiscal year | $(2,430,480) | $0 | $0 | $0 | $0 | $0 | | Dividends or other earnings paid on equity awards during the year | $0 | $0 | $0 | $12,607 | $16,241 | $35,281 | | Compensation Actually Paid | $1,344,158 | $657,363 | $1,641,635 | $1,952,232 | $2,391,536 | $2,185,515 |

  38. Pay Versus Performance

    OTHER NEO AVERAGE

  39. Pay Versus Performance

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | Total Compensation as Reported in the Summary Compensation Table (SCT) | $598,451 | $830,337 | $927,936 | $1,171,801 | $1,250,914 | | Pension values reported in the SCT | $0 | $0 | $0 | $0 | $0 | | Fair value of equity awards granted during the fiscal year | $(127,298) | $(233,665) | $(217,212) | $(463,357) | $(504,726) | | 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 | $130,441 | $202,087 | $222,840 | $303,679 | $605,508 | | 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 | $80,160 | $49,371 | $(12,770) | $(3,882) | $(177,848) | | 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 | $139,250 | $164,599 | $(6,594) | $23,288 | $(107,584) | | Fair value of equity compensation forfeited in current fiscal year determined at end of prior fiscal year | $0 | $(156,497) | $0 | $(29,007) | $0 | | Dividends or other earnings paid on equity awards during the year | $0 | $2,211 | $8,148 | $6,262 | $8,449 | | Compensation Actually Paid | $821,005 | $858,442 | $922,348 | $1,008,785 | $1,074,713 |

  40. Pay Versus Performance

    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 Reserves 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 Reserves (Standardized Measure) over the five most recently completed fiscal years. MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES FOR FISCAL YEAR 2025 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 2025 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. • Reserves (Standardized Measure) • WI Production (BOEPD) • Liquidity Revenue