DEF 14A of Vaalco Energy Inc /De/, Apr 26, 2024

DEF 14A of Vaalco Energy Inc /De/

Filed Apr 26, 2024 · FY20230001140361-24-022279

Open on EDGAR

  1. Director Nominees

    Director Nominees On March 8, 2024, 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 2025 annual meeting of shareholders. The table below provides summary information about the five director nominees. For more information about the director nominees, see page 19.

  2. Director Nominees

    | 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, Strategic, Technical and Reserves |

  3. Director Nominees

    Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm

  4. Director Nominee Information and Qualifications

    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.

  5. Director Nominee Information and Qualifications

    | Name | Age | Title | | Andrew L. Fawthrop | 71 | Director and Chairman of the Board | | George W. M. Maxwell | 58 | Director and Chief Executive Officer | | Cathy Stubbs | 57 | Director | | Fabrice Nze-Bekale | 50 | Director | | Edward LaFehr | 64 | Director |

  6. Director Nominee Information and Qualifications

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

  7. Director Nominee Information and Qualifications

    | Andrew L. Fawthrop Director and Chairman of the Board Age: 71 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. | | George W. M. Maxwell Director and Chief Executive Officer Age: 58 Director Since: 2020 | George W. M. Maxwell — Mr. Maxwell became Chief Executive Officer of VAALCO in April 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. |

  8. Director Nominee Information and Qualifications

    | Cathy Stubbs Director Age: 57 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 with 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. | | Fabrice Nze-Bekale Director Age: 50 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 Audit Committee and serves on the Risk Committee and Ethics and Good Governance 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 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. |

  9. Director Nominee Information and Qualifications

    | Edward LaFehr Director Age: 64 Director Since: 2022 | Edward LaFehr — Mr. LaFehr joined the Board following VAALCO’s combination with TransGlobe in October 2022. Mr. LaFehr was appointed to TransGlobe’s Board of Directors in March 2019. Mr. LaFehr retired from Baytex Energy Corporation in January of 2023 after serving 6 years as President and Chief Executive Officer. Since November of 2023, Mr. LaFehr has served on the Board of Directors of STEP Energy Services Ltd. (TSE:STEP), an energy services company that provides coiled tubing, fluid and nitrogen pumping and hydraulic fracturing solutions. Mr. LaFehr has 40 years of experience in the energy industry working with Amoco, BP, Talisman, TAQA and Baytex, holding senior positions in North American, European and Middle Eastern regions. Prior to joining Baytex, he was President of TAQA’s North American energy business and subsequently Chief Operating Officer for TAQA, globally. Prior to this, he served as Senior Vice President for Talisman Energy. From 2009 to 2011 Mr. LaFehr was Managing Director of Pharaonic Petroleum Company in Cairo, Egypt. He also served on BP Egypt’s executive team and represented BP’s interests on the Board of the Pharaonic JV as well as ENI’s Petrobel JV with the Egyptian Government. Mr. LaFehr holds Master’s degrees in geophysics and mineral economics from Stanford University and the Colorado School of Mines, respectively. 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. |

  10. Director Nominee Information and Qualifications

    The director nominees will be elected by a plurality of the votes cast. For this proposal, abstentions and broker non-votes will not be taken into account for purposes of determining the outcome of the election of directors. If you own your shares through a broker, you must give the broker instructions to vote your shares in the election of directors. Otherwise, your shares will not be voted. However, if you submit a proxy card, any proposals for which you do not provide instructions will be voted in accordance with the Board’s recommendations. The Board recommends that shareholders vote “FOR” the election of each of the nominees. Board Composition, Independence and Communications

  11. Board Composition

    Board Composition The following table provides information about each director currently serving on our Board: ● Member ● Chair

  12. Board Composition

    | | | | Committee Membership | | | | | | Name | Independent | Director Since | Audit | Compensation | Environmental, Social and Governance | Strategic | Technical and Reserves | | Andrew L. Fawthrop Chairman of the Board | ● | 2014 | ● | ● | ● | ● | ● | | George W.M. Maxwell | | 2020 | | | | ● | ● | | Cathy Stubbs Audit Committee Financial Expert | ● | 2020 | ● | ● | ● | ● | ● | | Fabrice Nze-Bekale | ● | 2022 | ● | ● | ● | ● | | | Edward LaFehr | ● | 2022 | | ● | | ● | ● |

  13. Board Composition

    The directors’ experiences, qualifications and skills that the Board considered in their re-nomination are included in their individual biographies set forth above under “Proposal No. 1—Election of Directors.”

  14. Director Independence

    Director Independence It is VAALCO’s policy that a majority of the members of the Board be independent. Our common stock is listed on the NYSE and the London Stock Exchange (the “LSE”) under the symbol “EGY.” The rules of the NYSE require that a majority of the members of our Board be independent and the LSE recommends that at least a majority of the members of the Board be independent. In assessing independence, the Board has determined that, with respect to each of Messrs. Fawthrop, LaFehr and Nze-Bekale, and Ms. Stubbs, no material relationship exists that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. In addition, the Board considered relationships and transactions involving directors or their affiliates or immediate family members that would be required to be disclosed as related party transactions and described under “—Related Party Transactions” below, of which there were none; and other relationships and transactions involving directors or their affiliates or immediate family members that would rise to the level of requiring such disclosure, of which there were none. Based on the foregoing, the Board affirmatively determined that each of Messrs. Fawthrop, LaFehr and Nze-Bekale and Ms. Stubbs qualifies as “independent” for purposes of the Company’s Corporate Governance Principles and NYSE listing rules. Mr. Maxwell does not qualify as “independent” because he is an employee of the Company. The Board has also determined that each member of the Audit Committee qualifies as independent under the audit committee independence rules established by the SEC, and meets the NYSE’s financial literacy requirements. In addition, each member of the Compensation Committee qualifies as a “non-employee director” under SEC rules. There are no family relationships between any of our directors or executive officers.

  15. Selection of Director Nominees

    Selection of Director Nominees General Criteria and Process. We require that our directors display the highest personal and professional ethics and integrity, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. Our directors should have a complimentary range of experience in business areas that are relevant to the Company’s global activities. The evaluation of director nominees takes into account diversity of background, race, ethnicity, gender, age, skills, and professional experience that enhance the quality of the deliberations and decisions of the Board. Under its charter, the ESG Committee is responsible for determining criteria and qualifications for Board nominees to be used in reviewing and selecting director candidates, including those described in our Corporate Governance Principles. The criteria and qualifications include:

  16. Selection of Director Nominees

    | ● | personal characteristics such as integrity, education, diversity of background and experience, age, race, ethnicity and gender; |

  17. Selection of Director Nominees

    | ● | the availability and willingness to devote sufficient time to the duties of a director; |

  18. Selection of Director Nominees

    | ● | experience in corporate management, such as serving as an officer or former officer of a publicly held company; |

  19. Selection of Director Nominees

    | ● | experience in the oil and gas industry and with relevant social policy concerns; |

  20. Selection of Director Nominees

    | ● | a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; |

  21. Selection of Director Nominees

    | ● | experience as a Board member of another publicly held company; |

  22. Selection of Director Nominees

    | ● | freedom from conflicts of interest, and whether the candidate would be independent under NYSE rules; and |

  23. Selection of Director Nominees

    | ● | practical and mature business judgment. |

  24. Selection of Director Nominees

    These criteria and qualifications are not exhaustive, and the ESG Committee and the Board may consider other qualifications and attributes which they believe are appropriate. Other than ensuring that at least one member of the Board is a financial expert and a majority of the Board members meet all applicable independence requirements, the ESG Committee retains broad discretion in determining the composition and experience of the Board as a whole. The ESG Committee evaluates potential nominees based on the contribution such nominee’s background and skills could have upon the overall functioning of the Board in light of the perceived needs of the Company at the time such evaluation is made. The ESG Committee identifies nominees by first evaluating the current members of the Board willing to continue their service. Current members with qualifications and skills that are consistent with the ESG Committee’s criteria for Board service are frequently re-nominated. As to new candidates, the ESG Committee will generally poll the Board and members of management for recommendations. The ESG Committee may also review the composition and qualification of the boards of directors of VAALCO’s peer group and competitors and may seek input from search firms or from industry experts or analysts. The ESG Committee then reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the independent directors and executive management. In making its determinations, the ESG Committee evaluates each individual in the context of the Board as a whole, with the objective of assembling a group with diverse backgrounds that can best represent shareholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the ESG Committee makes its recommendation to the Board. Shareholder Recommendation of Director Candidates. The ESG Committee considers all candidates recommended by our shareholders in accordance with the advance notice provisions of our bylaws. Shareholders may recommend candidates by writing to the Corporate Secretary at VAALCO Energy, Inc., 9800 Richmond Avenue, Suite 700, Houston, Texas 77042, stating the recommended candidate’s name and qualifications for Board membership and otherwise providing all of the information required by the advance notice provisions in our bylaws, and complying with the deadlines and timelines specified therein. When considering candidates recommended by shareholders, the ESG Committee follows the same Board membership qualifications evaluation and nomination procedures that are outlined above. Our ESG Committee has not established a minimum number of shares of common stock that a shareholder must own, or a minimum length of time during which the shareholder must own its shares of common stock, in order to recommend a director candidate for consideration.

  25. Committees of Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Andrew L. Fawthrop | $225,000 | $84,998 | $309,998 | | George W. M. Maxwell(3) | - | - | - | | Cathy Stubbs | $115,000 | $84,998 | $199,998 | | Fabrice Nze-Bekale | $105,000 | $84,998 | $189,998 | | Edward LaFehr | $94,000 | $84,998 | $178,998 | | David Cook(4) | $27,978 | - | $27,978 | | Timothy Marchant(4) | $32,978 | - | $32,978 |

  26. Vote Required

    | Thor Pruckl Chief Operating Officer Age: 63 | Thor Pruckl — Mr. Pruckl joined VAALCO in 2019 as Executive Vice President, International Operations to oversee activities in West Africa, Equatorial Guinea and Angola. Mr. Pruckl has over 30 years of domestic and international experience in both upstream and midstream operations and is well versed in both onshore and offshore operations from the seismic phase through to drilling and production. Mr. Pruckl has been deemed an expert witness in several arbitrations and hearings on well-site/facility design and operations. He started his career with BP Resources Canada, and later joined Talisman Energy managing their sour gas assets in Northern Canada. From 1999 through 2003 he was based in Southern Sudan, then returning to Canada to manage Talisman’s Northern Alberta assets. In 2006 Mr. Pruckl joined Nexen Energy and was based in Yemen managing Block’s 51 and 14 including their marine terminal and offshore mooring facilities. From 2009 through 2012, Mr. Pruckl re-joined Talisman Australasia managing the Papua New Guinea assets, and in 2013 he was assigned to Horizon Oil in Australia to begin project development and operations readiness on gas monetization projects planned for Papua New Guinea. Mr. Pruckl joined Noble in 2013 as their Asset Develop Director for Equatorial Guinea, and was heavily involved in the commissioning and startup of the Alen offshore facilities, In 2014 he became Country Manager & Vice President of Noble Equatorial Guinea, managing Nobles on and offshore assets. Mr. Pruckl holds an undergraduate degree in agriculture/engineering from the University of Saskatchewan, Canada and a Master’s degree in organizational leadership from Royal Roads University, Canada. Mr. Pruckl is a long-standing member of the Society of Petroleum Engineers. | | Matthew R. Powers Executive Vice President, General Counsel and Corporate Secretary Age: 48 | Matthew R. Powers — Mr. Powers joined VAALCO in October 2022 as Executive Vice President, General Counsel and Corporate Secretary. Prior to VAALCO, Mr. Powers served as Executive Vice President and General Counsel of ION Geophysical Corporation, a publicly traded, multinational company that provided equipment, software and services to the global energy and marine logistics industries. In his nine years at ION, Mr. Powers worked extensively on projects throughout the world, with a particular focus on Africa. Prior to ION, Mr. Powers served for several years in both transactional and litigation groups at Sidley Austin LLP, Mayer Brown LLP and Duane Morris LLP. His wide-ranging experience includes contract law, SEC compliance, mergers and acquisitions, dispute resolution and litigation oversight. Mr. Powers has an A.B. in Economics from the University of Colorado, Denver and a Juris Doctor from the University of Chicago Law School. Mr. Powers is a member of the State Bar of Texas. |

  27. “Say on Pay” and Shareholder Outreach

    | 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, Restricted Stock Units and Stock Options | Rewards long-term value creation; fosters retention and continuity; enhances shareholder alignment | Awards generally vest ratably over three or more years. A significant portion of the awards to our Executive Officers also contain performance hurdles based on the Company’s share price |

  28. Base Salary

    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 2023 were as follows:

  29. Base Salary

    | 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% | | Jason J. Doornik | 40% |

  30. Base Salary

    The payout of each executive target bonus is based on Company performance and on individual performance. Company Scorecards. Early in the fiscal 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 current 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 shortly before or early in our fiscal year. The Compensation Committee assigns a different weight to each performance goal in the scorecards based on the relative importance of each performance target in light of the Company’s overall strategic goals for the year. For our executives, the overall achievement of VAALCO’s Non-executive Scorecard is a performance measure under the Executive Scorecard. Executive performance is evaluated on an individual basis with respect to the individual component of each executive officer’s incentive bonus, and an enterprise-wide basis with respect to the corporate component of each executive officer’s bonus that is dictated by the score on the Executive Scorecard. In early 2023, the Company established the Non-executive and Executive Scorecards for that year. The scorecards contained the performance goals (referred to as “metrics” in the scorecard) used to determine the corporate component of cash bonuses payable in 2024. 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 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, Company strategy, and navigating particular important challenges that may arise from time to time. The 2023 scorecards, populated with results, are set forth below.

  31. Base Salary

    | (7) Excludes stock-based compensation, mergers and acquisitions activity, bonuses and board costs. Threshold is budget plus 10%, Plan is budget, and Stretch is budget less 10%. |

  32. Executive Scorecard

    | Metric | Threshold 50% | Plan 100% | Stretch 150% | Outlook | Weight | Score | | Non-executive Scorecard | N/A | N/A | N/A | 112% | 15% | 17% | | Inorganic Growth | Sign a letter of intent | Complete an acquisition up to $100M value added | Complete an acquisition over $100M value added | 50% | 25% | 13% | | CAPEX | CAPEX spend is not 10% over the budget | CAPEX spend does not exceed budget | CAPEX spend is 10% less than budget | 50% | 10% | 5% | | Remediation framework | Remediation plan in place | Remediation plan in place Audit tender submitted | Remediation plan fully implemented, no MW of SD by 2023 10-K | 150% | 10% | 15% | | Canada Business Unit | Sustainable business strategy | Design optimization business plan | Implement optimization plan | 150% | 10% | 15% | | Enterprise Resource Planning (“ERP”) | System selection | Implementation of ERP Plan | System Testing 100% complete | 100% | 15% | 15% | | [Redacted Metric] | N/A | N/A | N/A | 100% | 15% | 15% | | Total | | | | | 100% | 94% | | TSR Modifier | | | | | | 100% | | Total Score | | | | | | 94% |

  33. Executive Scorecard

    Metrics for the 2023 Executive Scorecard were Non-executive Scorecard results; inorganic growth milestones; CAPEX targets; progress on the remediation of the material weaknesses in our internal control over financial reporting that were disclosed in our Annual Report on Form 10-K for 2022; business strategy optimization related to our Canadian business; and one metric we have redacted because the Company believes it to be in the best interests of our shareholders to preserve confidentiality with respect to this metric for strategic reasons. The Company commits, however, to discuss this redacted metric in next year’s Proxy Statement if they determine disclosure would not compromise strategic considerations at that time. Elements of Executive Compensation-Non-Executive Scorecard Results. The executive team is ultimately responsible for the performance of all employee stakeholders. 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, given the overachievement of the non-executive goals (112%, versus 100% Plan), applied a multiplier of 112% to this metric. Inorganic Growth. As often noted in our filings, releases and investor presentations, the Board appointed George Maxwell as CEO three years ago with a mandate to grow the Company—in part through strategic inorganic opportunities. Since his assumption of the role, VAALCO has gone from a company with one producing asset to a company with producing assets in three countries. Given its paramount importance to the Company’s long-term strategy, the Compensation Committee weighted this metric at 25%—higher than any other individual metric. This past year VAALCO announced that it has signed an agreement to acquire Svenska, which would add an attractive producing asset in Cote d’Ivoire later this year. Because of the Company’s strong cash position, and in view of the Board and management’s belief, often cited in 2023, that VAALCO’s stock remained undervalued, the acquisition is structured as an all-cash deal which will have no dilutive effect on our shareholders. We anticipate this transaction to close in second quarter of this year. This acquisition had advanced far beyond a letter of intent by the time the scorecards were evaluated, and management worked assiduously to advance it to the stage of signing a share purchase agreement. The Board and Compensation Committee were very well pleased with management’s efforts in driving this deal to signing in a compressed time frame. Because that acquisition had not closed at the time the scorecards were evaluated, however, the Compensation Committee elected to apply the Threshold multiplier (50%) to this metric. CAPEX. When they approved the 2023 budget, the Board set a goal for capital expenditures not to exceed $69.8 million, and the Compensation Committee adopted this goal as Plan. While VAALCO is focused on growth and on increasing production, controlling spending remains critical to driving shareholder return, and the Compensation Committee weighted this goal at 10% of the total Executive Scorecard. Accrued CAPEX in 2023 was $72.6 million—four percent more than Plan. As noted above, numeric metrics that fall between Range benchmarks (in this case, between Threshold and Plan) normally receive a multiplier in between the applicable Ranges, and the Compensation Committee considered applying a multiplier greater than 50% in acknowledgment of the fact that the Threshold goal was exceeded by a more than twofold factor. In view of the importance of cost containment, and the relatively low weight assigned to this goal, the Compensation Committee elected to apply the 50% multiplier to this metric and not adjust it to a number between 50% and 100%. Remediation Framework. In March of 2023, the completion of our audit was delayed, we late filed our Annual Report on Form 10-K, and reported four material weaknesses in our internal control over financial reporting. Our shareholders expect more of us, and we expect more of ourselves and our management. Accordingly, we set a goal, weighted at 10%, that we have no material weaknesses or significant deficiencies in our internal control over financial reporting. We reported no material weaknesses or material deficiencies in connection with the audit of our 2023 financial statements, and, accordingly, the 150% multiplier was applied. Canada Business Unit. VAALCO, historically, has been an African-focused exploration and production company. With the business combination with TransGlobe Energy Corporation (“TransGlobe”) completed in 2022, an important focus was the integration and optimization of TransGlobe’s Canadian assets. In Spring of 2023, the Compensation Committee determined to set the implementation of a business strategy for the Company’s Canadian assets as a metric for the Executive Scorecard. During 2023, in Canada, in accordance with the framework set by management, the Company increased lateral well lengths to favor predominantly 2.5 to 3 mile laterals, which allow for more efficient production; significantly reduced cycle times (the time that elapses from drilling to tie-in) by roughly 50%; and focused on a broad-based review of our Canadian land base to identify and execute on opportunities to build out drillable locations in accordance with out new focus. These efforts resulted in record production levels for our Canadian assets in 2023. The Compensation Committee accordingly applied the 150% Stretch multiplier to this metric. ERP Goals. To help drive our constant efforts to improve efficiency and compliance goals, and particularly in view of the necessity to integrate the assets acquired in the business combination with TransGlobe, the Company prioritized the implementation of a state-of-the-art ERP software system. The weight assigned to this metric (15%) reflects the importance that the Board and the Compensation Committee attach to this goal. The ERP system was selected in September of 2023, and the plan was implemented commencing in November 2023 and is well underway. Accordingly, the Compensation Committee applied the 100% Plan multiplier to this metric. Redacted Goal. As noted above, we are unable to disclose, this year, specifics about one of our metrics due to the need to keep it confidential for strategic reasons. We are able to disclose that the weight of this metric was 15%, and the multiplier applied was 100%. TSR Modifier/Peer Group. As seen in the table above, the total raw score achieved by our executive team per the 2023 scorecard criteria was 94 out of 100. Each year, 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.

  34. Executive Scorecard

    | Executive | Target Annual Incentive Bonus | Actual 2023 STI Payout | % of Target | | George W. M. Maxwell | $550,000 | $561,000 | 102.0% | | Ronald Y. Bain | $300,000 | $306,000 | 102.0% | | Thor Pruckl | $300,000 | $298,500 | 99.5% | | Matthew R. Powers | $262,500 | $254,625 | 97.0% | | Jason J. Doornik | $96,000 | $92,160 | 96.0% |

  35. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives Overview and 2023 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 Long Term Incentive Plan (as amended, 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 (the “SAR 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:

  36. Long-Term Equity-Based Incentives

    | ● | balances short- and long-term objectives; |

  37. Long-Term Equity-Based Incentives

    | ● | aligns our executives’ interests with the interests of our shareholders; |

  38. Long-Term Equity-Based Incentives

    | ● | encourages a long-term focus and decision-making in line with our strategic goals; |

  39. Long-Term Equity-Based Incentives

    | ● | makes our compensation program competitive from a total remuneration standpoint; |

  40. Long-Term Equity-Based Incentives

    | ● | encourages executive retention; and |

  41. Long-Term Equity-Based Incentives

    | ● | gives executives the opportunity to share in our long-term value creation. |

  42. Long-Term Equity-Based Incentives

    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, 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. In recent years, 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 2023, our Compensation Committee determined to grant our NEOs a mix of restricted stock and stock options with performance hurdles, thereby encouraging high-level performance by our executives and aligning their interests with those of our shareholders, and awards of restricted stock with service-based vesting requirements that vest ratably over three years, promoting 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 2023:

  43. Long-Term Equity-Based Incentives

    | Executive | Restricted Shares(1) | Stock Options(2) | Total | | George W. M. Maxwell | 98,449 | 163,044 | 261,493 | | Ronald Y. Bain | 35,800 | 59,289 | 95,089 | | Thor Pruckl | 35,800 | 59,289 | 95,089 | | Matthew R. Powers | 20,883 | 34,585 | 55,468 | | Jason J. Doornik | 11,198 | 18,546 | 29,744 |

  44. Long-Term Equity-Based Incentives

    | (1) Represents shares of restricted stock granted on June 8, 2023. The shares of restricted stock vest in three equal installments on each of June 8, 2024, 2025 and 2026. |

  45. Long-Term Equity-Based Incentives

    | (2) Represents performance stock options granted on June 8, 2023. Each stock option has an exercise price of $4.19 per share and contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than June 8, 2024, provided that, after the date of grant, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than June 8, 2025, 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 8, 2026, 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 8, 2034 to trigger vesting. As of April 12, 2024, the first two stock price performance hurdles have been achieved |

  46. Long-Term Equity-Based Incentives

    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.

  47. Employment Agreements

    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. We do not have an employment agreement with Mr. Doornik, our Chief Accounting Officer. 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 effective as of April 19, 2021, which was amended on January 27, 2022 and November 1, 2022, (as amended, the “Maxwell Employment Agreement”), pursuant to which Mr. Maxwell is entitled to receive an annual base salary of $550,000. 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 stock options and other long-term incentive awards up to 150% of his base salary. Pursuant to the Maxwell Employment Agreement, the Company pays Mr. Maxwell $22,000 per year for health benefits and $17,000 per year for pension benefits 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 Mr. Bain effective as of June 18, 2021, which was amended on January 27, 2022 and November 1, 2022 (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. 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 stock options and other long-term incentive awards up to 75% of his base salary. Pursuant to the Bain Employment Agreement, the Company pays Mr. Bain $22,000 per year for health benefits and $17,000 per year for pension benefits, 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, on February 6, 2024 that has been subsequently amended and restated (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 stock options and other long-term incentive awards up to 75% of his base salary. 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 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 for pension benefits, 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 (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. The Powers Employment Agreement also provides that Mr. Powers is eligible to receive an annual cash bonus in an amount to be determined by the Compensation Committee, based on performance goals established by the Compensation Committee and with a target percentage equal to 75% of his base salary. Mr. Powers is eligible to receive stock options and other incentive awards on a basis no less favorable than the process and approach used for the Company’s other senior executives, and his annual long-term incentive award is up to fifty percent (50%) of his base salary. In addition, Mr. Powers is entitled to other customary employment benefits, including reimbursement for business and entertainment expenses and paid vacation. We believe that employment agreements ensure continued dedication of executives in case of personal uncertainties or risk of job loss and ensure that compensation and benefits expectations are understood and satisfied. We may enter into employment agreements governing compensatory terms such as base salary, target incentive bonus percentage, annual equity target and equity grants upon hire. Employment agreements may also include specific terms regarding relocation (where appropriate), severance payments and other benefits, if any, due to the executive under various employment termination circumstances.

  48. Severance and Change in Control Payments

    Severance and Change in Control Payments We believe that an important aspect of attracting and retaining qualified individuals to serve as executive officers involves providing market termination protection benefits. In May 2019 we adopted a form of change in control agreement for certain of our executives that provides for certain benefits upon a termination following a change in control. For additional information, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”

  49. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following sets forth the annual compensation elements of VAALCO’s NEOs for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  50. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | George W. M. Maxwell(1) Chief Executive Officer | 2023 | 550,000 | 412,501 | 412,501 | 561,000 | 40,423(6) | 1,976,426 | | | 2022 | 550,000 | 280,752 | 240,750 | 607,750 | 39,000(7) | 1,718,252 | | | 2021 | 225,000 | - | - | 412,863 | 19,500(8) | 657,363 | | Ronald Y. Bain(2) Chief Financial Officer | 2023 | 400,000 | 150,002 | 150,001 | 306,000 | 39,668(9) | 1,045,671 | | | 2022 | 400,000 | 131,777 | 131,773 | 331,500 | 39,000(10) | 1,034,050 | | | 2021 | 175,000 | - | - | 111,021 | 20,682(11) | 306,703 | | Thor Pruckl(3) Chief Operating Officer | 2023 | 400,000 | 150,002 | 150,001 | 298,500 | 421,962(12) | 1,420,465 | | Matthew R. Powers(3) Executive Vice President and General Counsel | 2023 | 350,000 | 87,500 | 87,500 | 254,625 | 19,800(13) | 799,425 | | Jason J. Doornik(3) Chief Accounting Officer | 2023 | 236,150 | 46,920 | 46,921 | 92,160 | 24,030(14) | 446,181 |

  51. 2023 Summary Compensation Table

    | (1) Mr. Maxwell was appointed as our Chief Executive Officer effective April 12, 2021. |

  52. 2023 Summary Compensation Table

    | (2) Mr. Bain was appointed as Chief Financial Officer of the Company, effective June 21, 2021. |

  53. 2023 Summary Compensation Table

    | (3) Messrs. Doornik, Powers and Pruckl became NEOs in the year ended December 31, 2023. In accordance with SEC C&DI 119.01, the annual compensation data for the years ended December 31, 2022 and 2021 has been omitted. |

  54. 2023 Summary Compensation Table

    | (4) The grant date fair value was determined under ASC Topic 718 for financial reporting purposes. For a discussion of the determination of fair value under this Topic for the grants, see Note 17, “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, 2023. The actual value that can be realized from the exercise of stock options depends on the increase of VAALCO’s stock price above the exercise price between the vesting date and the exercise date. Each stock option contains both a performance and time component in order to vest. One-third of the awards vest no sooner than the first anniversary of the grant date, provided that, after the grant date, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than the second anniversary of the grant date, provided that, after the grant date, 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 the third anniversary of the grant date, provided that, after the grant date, 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 the ten-year anniversary of the grant date to trigger vesting. |

  55. 2023 Summary Compensation Table

    | (5) Annual bonuses for our executives for 2023 were determined and paid in March 2024 and are reflected in the 2023 non-equity incentive plan compensation column. Annual bonuses for our executives for 2022 were determined and paid in March 2023 and are reflected in the 2022 non-equity incentive plan compensation column. Annual bonuses for our executives for 2021 were determined and paid in March 2022 and are reflected in the 2021 non-equity incentive plan compensation column. |

  56. 2023 Summary Compensation Table

    | (6) Consists of $17,000 in pension benefits and $22,000 in health benefits, each as provided for in accordance with the Maxwell Employment Agreement, and $1,423 in dividends paid on unvested restricted stock. |

  57. 2023 Summary Compensation Table

    | (7) Consists of $17,000 in pension benefits and $22,000 in health benefits, each as provided for in accordance with the Maxwell Employment Agreement. |

  58. 2023 Summary Compensation Table

    | (8) Consists of $8,500 in pension benefits and $11,000 in health benefits, each as provided for in accordance with the Maxwell Employment Agreement as then in effect. |

  59. 2023 Summary Compensation Table

    | (9) Consists of $17,000 in pension benefits and $22,000 in health benefits, each as provided for in accordance with the Bain Employment Agreement, and $668 in dividends paid on unvested restricted stock. |

  60. 2023 Summary Compensation Table

    | (10) Consists of $17,000 in pension benefits and $22,000 in health benefits, each as provided for in accordance with the Bain Employment Agreement. |

  61. 2023 Summary Compensation Table

    | (11) Consists of $9,000 in pension benefits and $11,682 in health benefits, each as provided for in accordance with the Bain Employment Agreement as then in effect. |

  62. 2023 Summary Compensation Table

    | (12) Consists of $5,402 in dividends paid on unvested restricted stock, $17,000 in pension benefits, $107,676 in housing costs, and $291,884 in payments for increased tax costs related to Mr. Pruckl’s expatriate assignment and relocation, each as provided for in accordance with the Pruckl Employment Agreement. Mr. Pruckl was asked to relocate to Houston, Texas from Gabon in connection with his promotion. Expats who relocate at the Company’s request, both executive and non-executive, are typically provided a housing and automobile allowance, and are also made whole with respect to increased tax burdens. |

  63. 2023 Summary Compensation Table

    | (13) Reflects matching contributions by the Company to a 401(k) plan. |

  64. 2023 Summary Compensation Table

    | (14) Consists of $4,866 in dividends paid on unvested restricted stock, and $19,165 reflecting matching contributions by the Company to a 401(k) plan. |

  65. Grants of Plan-Based Awards during 2023

    Grants of Plan-Based Awards during 2023 The following table presents grants of plan-based awards during the fiscal year ending December 31, 2023:

  66. Grants of Plan-Based Awards during 2023

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | All other option awards | | | | | Name of Executive | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#)(2) | Number of securities underlying options (#)(3) | Exercise or base price of option awards ($) | Grant date fair value of stock and option awards ($)(4) | | George W. M. Maxwell | 6/08/2023 | - | - | - | - | 163,044 | 4.19 | 373,371 | | | 6/08/2023 | - | - | - | 98,449 | - | - | 412,501 | | | - | - | 550,000 | 1,100,000 | - | - | - | - | | Ronald Y. Bain | 6/08/2023 | - | - | - | - | 59,289 | 4.19 | 135,772 | | | 6/08/2023 | - | - | - | 35,800 | - | - | 150,002 | | | - | - | 300,000 | 600,000 | - | - | - | - | | Thor Pruckl | 6/08/2023 | - | - | - | - | 59,289 | 4.19 | 135,772 | | | 6/08/2023 | - | - | - | 35,800 | - | - | 150,002 | | | - | - | 300,000 | 600,000 | - | - | - | - | | Matthew R. Powers | 6/08/2023 | - | - | - | - | 34,585 | 4.19 | 79,200 | | | 6/08/2023 | - | - | - | 20,883 | - | - | 87,500 | | | - | - | 262,500 | 525,000 | - | - | - | - | | Jason J. Doornik | 6/08/2023 | - | - | - | - | 18,546 | 4.19 | 42,470 | | | 6/08/2023 | - | - | - | 11,198 | - | - | 46,920 | | | - | - | 96,000 | 192,000 | - | - | - | - |

  67. Grants of Plan-Based Awards during 2023

    | (1) Actual cash bonus amounts paid to the NEOs for 2023 were Mr. Maxwell: $561,100, Mr. Bain: $306,000, Mr. Pruckl: $298,500, Mr. Powers: $254,625 and Mr. Doornik: $92,160. The annual incentive bonuses were paid in 2024 but relate to 2023 performance based on performance measures that were determined by the Compensation Committee during 2023. |

  68. Grants of Plan-Based Awards during 2023

    | (2) Amount represents the restricted stock granted on the noted date, which vests in three equal annual installments beginning one year from the date of grant. |

  69. Grants of Plan-Based Awards during 2023

    | (3) Amounts represent the stock options granted on the noted date. Each stock option has an exercise price of $4.19 per share and contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than June 8, 2024, 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 8, 2025, 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 8, 2026, 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 8, 2034 to trigger vesting. As of April 12, 2024, the first two stock price performance hurdles have been achieved. |

  70. Grants of Plan-Based Awards during 2023

    | (4) The amounts reflected in the table above for restricted stock and stock options are reported based upon the grant date fair value computed in accordance FASB ASC Topic 718. See Note 17, “Stock-based Compensation and Other Benefit Plans” to Company’s Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for additional detail regarding assumptions underlying the value of these equity awards. |

  71. Grants of Plan-Based Awards during 2023

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  72. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth specific information with respect to unexercised options and unvested awards for each of our NEOs outstanding as of December 31, 2023. Except as otherwise noted in the footnotes thereto, all awards reported in the following table vest ratably over a three-year period beginning on the first anniversary of the date of grant.

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units or stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | George W. M. Maxwell | - | - | - | - | 29,200(1) | $131,108 | | | - | - | - | - | 98,449(2) | $442,036 | | | 28,277 | - | 6.41(3) | 3/11/2032 | - | - | | | - | 56,554 | 6.41(3) | 3/11/2032 | - | - | | | - | 163,044 | 4.19(4) | 6/08/2033 | - | - | | Ronald Y. Bain | - | - | - | - | 13,706(1) | $61,540 | | | - | - | - | - | 35,800(2) | $160,742 | | | 15,478 | - | 6.41(3) | 3/11/2032 | - | - | | | - | 30,954 | 6.41(3) | 3/11/2032 | - | - | | | - | 59,289 | 4.19(4) | 6/08/2033 | - | - | | Thor Pruckl | - | - | - | - | 9,288(5) | $41,703 | | | - | - | - | - | 9,748(1) | $43,769 | | | - | - | - | - | 35,800(2) | $160,742 | | | 23,522 | - | 1.23(6) | 6/25/2030 | - | - | | | 29,314 | | 3.14(7) | 3/3/2031 | - | - | | | - | 14,656 | 3.14(7) | 3/3/2031 | - | - | | | 11,009 | - | 6.41(3) | 3/11/2032 | - | - | | | - | 20,016 | 6.41(3) | 3/11/2032 | - | - | | | - | 59,289 | 4.19(4) | 6/08/2033 | - | - | | Matthew R. Powers | - | - | - | - | 20,883(2) | $93,765 | | | - | 34,585 | 4.19(4) | 6/08/2033 | - | - | | Jason J. Doornik | - | - | - | - | 8,365(5) | $37,559 | | | | | | | 8,798(1) | $39,503 | | | | | | | 11,198(2) | $50,279 | | | - | 18,546 | 4.19(4) | 6/08/2033 | - | - |

  74. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) These amounts represent time-vested restricted stock awards granted on March 11, 2022. |

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) These amounts represent time-vested restricted stock awards granted on June 8, 2023. |

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents the exercise price for stock options awarded on March 11, 2022. Each stock option contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than the first anniversary of the grant date, provided that, after the grant date, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than the second anniversary of the grant date, provided that, after the grant date, 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 the third anniversary of the grant date, provided that, after the grant date, 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 the ten-year anniversary of the grant date to trigger vesting. |

  77. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents the exercise price for stock options awarded on June 8, 2023. Each stock option contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than the first anniversary of the grant date, provided that, after the grant date, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than the second anniversary of the grant date, provided that, after the grant date, 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 the third anniversary of the grant date, provided that, after the grant date, 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 the ten-year anniversary of the grant date to trigger vesting. |

  78. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) These amounts represent time-vested restricted stock awards granted on March 3, 2021. |

  79. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents the exercise price for stock options awarded on June 25, 2020. Each stock option contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than the first anniversary of the grant date, provided that, after the grant date, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than the second anniversary of the grant date, provided that, after the grant date, 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 the third anniversary of the grant date, provided that, after the grant date, 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 the ten-year anniversary of the grant date to trigger vesting. |

  80. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Represents the exercise price for stock options awarded on March 3, 2021. Each stock option contains both a performance component and time component in order to vest. One-third of the awards vest no sooner than the first anniversary of the grant date, provided that, after the grant date, a stock price performance hurdle of 15% above the exercise price has been achieved; another one-third of the awards vest no sooner than the second anniversary of the grant date, provided that, after the grant date, 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 the third anniversary of the grant date, provided that, after the grant date, 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 the ten-year anniversary of the grant date to trigger vesting. |

  81. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023

    Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023 The following table sets forth specific information with respect to each exercise of stock options and each vesting of restricted stock during 2023 for each of our NEOs on an aggregated basis.

  82. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | George W. M. Maxwell | - | - | 14,599 | 65,112 | | Ronald Y. Bain | - | - | 6,852 | 30,560 | | Thor Pruckl | - | - | 28,747 | 123,325 | | Matthew R. Powers | - | - | - | - | | Jason J. Doornik | - | - | 25,899 | 111,109 |

  83. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023

    | (1) The value realized on vesting is calculated by multiplying the number of shares that vested by the closing price of a share of our common stock as reported on the NYSE on the vesting date. |

  84. Pension Benefits Table

    Pension Benefits Table We do not provide a pension plan or any other tax-qualified or non-tax-qualified defined benefit plan for our employees.

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not contribute to any nonqualified deferred compensation benefit plan or program, or under any contract that would provide deferred compensation benefits.

  86. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Capitalized terms used in this section and not otherwise defined in this Proxy Statement can be found in the applicable agreement attached as an Exhibit to our most recent Annual Report on Form 10-K, filed with the SEC on March 15, 2024, as amended on March 18, 2024. NEO Employment Agreements. On April 19, 2021, we entered into the Maxwell Employment Agreement with Mr. Maxwell, which was amended on January 27, 2022 and November 1, 2022, and provides that upon termination of Mr. Maxwell’s employment for any reason, Mr. Maxwell will be entitled to receive (i) the base salary earned before the Termination Date, (ii) his accrued and unused vacation days through the Termination Date and (iii) any unreimbursed reasonable business expenses that were incurred but unpaid as of the Termination Date. Upon an involuntary termination of Mr. Maxwell’s employment by the Company except for Cause, by Mr. Maxwell for Good Reason, or due to Mr. Maxwell’s death or disability, the Company will pay Mr. Maxwell additional compensation equal to 50% of his annual base salary then in effect plus 50% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs (prorated for the portion of the year actually worked). These benefits are subject to his signing a release in favor of the Company and complying with certain other covenants. If a Change in Control occurs and Mr. Maxwell is terminated during a specified period preceding or following the Change in Control, then under certain circumstances the Company will pay Mr. Maxwell additional compensation equal to 150% of his annual base salary then in effect plus 150% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs (prorated for the portion of the year actually worked). On June 18, 2021, we entered into the Bain Employment Agreement with Mr. Bain, which was amended on January 27, 2022 and November 1, 2022 and which provides that upon termination of Mr. Bain’s employment for any reason, Mr. Bain will be entitled to receive (i) the base salary earned before the Termination Date, (ii) his accrued and unused vacation days through the Termination Date and (iii) any unreimbursed reasonable business expenses that were incurred but unpaid as of the Termination Date. The Bain Employment Agreement provides that, upon an involuntary termination of Mr. Bain’s employment by the Company except for Cause, by Mr. Bain for Good Reason, or due to Mr. Bain’s death or disability, the Company will pay Mr. Bain additional compensation equal to 50% of his annual base salary then in effect plus 50% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs (prorated for the portion of the year actually worked). If a Change in Control occurs and Mr. Bain is terminated during a specified period preceding or following the Change in Control, then under certain circumstances, the Company will pay Mr. Bain additional compensation equal to 100% of his annual base salary then in effect plus 100% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs (prorated for the portion of the year actually worked). The Pruckl Employment Agreement provides that upon termination of Mr. Pruckl’s employment for any reason, Mr. Pruckl will be entitled to receive (i) the base salary earned through the Termination Date (as defined in the Pruckl Employment Agreement), (ii) his accrued and unused vacation days through the Termination Date and (iii) any unreimbursed reasonable business expenses that were incurred but unpaid as of the Termination Date. The Pruckl Employment Agreement provides that, upon an involuntary termination of Mr. Pruckl’s employment by the Company except for Cause (as defined in the Pruckl Employment Agreement), by Mr. Pruckl for Good Reason (as defined in the Pruckl Employment Agreement), or due to Mr. Pruckl’s death or disability, the Company will pay Mr. Pruckl additional compensation equal to 50% of his annual base salary then in effect plus 50% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs calculated at the Incentive Target Percentage, as defined therein (prorated for the portion of the year actually worked), as well as provide for continued group health plan coverage for Mr. Pruckl, his eligible spouse and other dependents for a period of one year following termination. If a Change in Control (as defined in the Pruckl Employment Agreement) occurs and Mr. Pruckl is terminated during a specified period preceding or following the Change in Control, then under certain circumstances, the Company will pay Mr. Pruckl additional compensation equal to 100% of his annual base salary then in effect plus 100% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs calculated at the Incentive Target Percentage, as defined therein (prorated for the portion of the year actually worked). The Powers Employment Agreement provides that upon termination of Mr. Powers’ employment for any reason, Mr. Powers will be entitled to receive (i) the base salary earned before the Termination Date (as defined in the Powers Employment Agreement), (ii) his accrued and unused vacation days through the Termination Date and (iii) any unreimbursed reasonable business expenses that were incurred but unpaid as of the Termination Date. The Powers Employment Agreement provides that, upon an involuntary termination of Mr. Powers’ employment by the Company except for Cause (as defined in the Powers Employment Agreement), by Mr. Powers for Good Reason (as defined in the Powers Employment Agreement), or due to Mr. Powers’ death or disability, the Company will pay Mr. Powers additional compensation equal to 50% of his annual base salary then in effect plus 50% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs calculated at the Incentive Target Percentage, as defined therein (prorated for the portion of the year actually worked), as well as provide for continued group health plan coverage for Mr. Powers, his eligible spouse and other dependents for a period of one year following termination. If a Change in Control (as defined in the Powers Employment Agreement) occurs and Mr. Powers is terminated during a specified period preceding or following the Change in Control, then under certain circumstances, the Company will pay Mr. Powers additional compensation equal to 100% of his annual base salary then in effect plus 100% of the greater of (i) his average annual bonus paid or payable for the preceding two calendar years and (ii) the annual bonus for the calendar year in which the termination occurs calculated at the Incentive Target Percentage, as defined therein (prorated for the portion of the year actually worked). Change In Control Agreements. In May 2019, our Board adopted a form of change in control agreement for certain of our executive officers and other associates of the Company. The form was adopted to provide a uniform framework of severance benefits to our key employees and leadership team following a change in control.

  87. Potential Payments upon Termination or Change in Control

    Under the change in control agreement, upon the termination of a participant’s employment by the Company without cause or a resignation by the participant for good reason three months prior to a change in control or six months following a change in control, the participant will be entitled to receive:

  88. Potential Payments upon Termination or Change in Control

    | • | a cash amount equal to one-hundred percent of the participant’s base salary; and |

  89. Potential Payments upon Termination or Change in Control

    | • | continued participation in the Company’s group health plans for the participant and his or her eligible spouse and other dependents for six months. |

  90. Potential Payments upon Termination or Change in Control

    Any payments under the change in control agreement are subject to the participant’s execution and non-revocation of a general waiver and release of claims against the Company. Mr. Doornik is the only NEO who is party to a change in control agreement. Potential Payments upon Termination or Change in Control Table. The following table sets forth the incremental compensation that would be payable by us to our current NEOs in the event of the NEO’s termination of employment with us under various scenarios, which we refer to as “termination events,” including the NEO’s voluntary resignation, involuntary termination for “cause,” involuntary termination without “cause,” termination by the executive for “good reason,” termination in connection with a “change in control,” and termination in the event of “disability” or death, where each of these defined terms has the meaning ascribed to it in the respective executive’s employment agreement. In accordance with applicable SEC rules, the following discussion assumes:

  91. Potential Payments upon Termination or Change in Control

    | • | that the termination event in question occurred on December 29, 2023, the last business day of 2023 and that the contractual agreements for our named executive officers in effect as of the date of this proxy statement were in effect on December 29, 2023; and |

  92. Potential Payments upon Termination or Change in Control

    | • | with respect to calculations based on our stock price, we used $4.49, which was the reported closing price of our common stock on December 29, 2023. |

  93. Potential Payments upon Termination or Change in Control

    The analysis contained in this section does not consider or include payments made to a NEO with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation, in favor of our NEOs and that are available generally to all salaried employees, such as our 401(k) plan. The actual amounts that would be paid upon a NEO’s termination of employment can only be determined at the time of such executive officer’s termination. Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, our stock price at such time and the named NEO’s age and service. Messrs. Maxwell, Bain, Pruckl and Powers are party to employment agreements, which include certain provisions relating to potential payments in the event of termination of employment in connection with a change in control, each as described above. Mr. Doornik is party to a change in control agreement described above. In addition, all of our NEOs are party to equity award agreements relating to options and restricted stock granted under our incentive plans. These award agreements provide that a NEO is entitled to acceleration of outstanding grants in the event of a termination in connection with a change in control. The table below indicates the estimated compensation payable by us to Messrs. Maxwell, Bain, Pruckl, Powers and Doornik, including: cash severance, health care premiums, and accelerated stock option and restricted stock award vesting, upon different termination events.

  94. Potential Payments upon Termination or Change in Control

    | Name of Executive Officer and Type of Compensation(1)(2) | Voluntary Resignation ($) | Involuntary Termination For Cause ($) | Involuntary Termination Without Cause or for Good Reason ($) | Termination in Connection with Change in Control ($) | Termination in the Event of Disability or Death ($) | | George W. M. Maxwell | | | | | | | Cash Severance | — | — | $555,500 | $1,650,000 | $555,500 | | Health Care Premiums | — | — | — | — | — | | Accelerated Restricted Stock Vesting | — | — | — | $573,144 | $573,144 | | Accelerated Stock Option Award Vesting | — | — | — | $1,112,959 | $1,112,959 | | Total | — | — | $550,500 | $3,336,103 | $2,241,603 | | Ronald Y. Bain | | | | | | | Cash Severance | — | — | $353,000 | $706,000 | $353,000 | | Health Care Premiums | — | — | — | — | — | | Accelerated Restricted Stock Vesting | — | — | — | $222,282 | $222,282 | | Accelerated Stock Option Award Vesting | — | — | — | $474,687 | $474,687 | | Total | — | — | $353,000 | $1,402,969 | $1,049,969 | | Thor Pruckl | | | | | | | Cash Severance | — | — | $349,250 | $698,500 | $349,250 | | Health Care Premiums | — | — | — | — | — | | Accelerated Restricted Stock Vesting | — | — | — | $246,214 | $246,214 | | Accelerated Stock Option Award Vesting | — | — | — | $717,529 | $717,529 | | Total | — | — | $349,250 | $1,662,243 | $1,312,993 | | Matthew R. Powers | | | | | | | Cash Severance | — | — | $302,313 | $604,625 | $302,313 | | Health Care Premiums | — | — | — | — | — | | Accelerated Restricted Stock Vesting | — | — | — | $93,765 | $93,765 | | Accelerated Stock Option Award Vesting | — | — | — | $155,287 | $155,287 | | Total | — | — | $302,313 | $853,676 | $551,364 | | Jason J. Doornik | | | | | | | Cash Severance | — | — | $166,080 | $240,000 | $166,080 | | Health Care Premiums | — | — | — | $20,444 | — | | Accelerated Restricted Stock Vesting | — | — | — | $127,341 | $127,341 | | Accelerated Stock Option Award Vesting | — | — | — | $83,272 | $83,272 | | Total | — | — | $166,080 | $471,056 | $376,692 |

  95. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee and of our Chief Executive Officer. The pay ratio included in this disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulations S-K. To better understand this disclosure, it is important to emphasize that our compensation programs are designed to reflect local market practices across our operations. We strive to create a competitive compensation program in terms of both the position and the geographic location in which our employees are located. As a result, the Company’s compensation programs vary among local markets to provide for a competitive compensation package and we have used reasonable estimates to calculate our median employee compensation in light of these varying market practices. As of December 31, 2023, approximately 86 of the Company’s employees were employed in Gabon, 30 were based out of Egypt, 9 employees were based out of Canada, and 55 employees were based out of Houston, Texas. For the year ended December 31, 2023, the total compensation for our Chief Executive Officer, Mr. Maxwell was $1,976,426. Based on the methodology described below, we determined that the median employee in terms of total 2023 compensation of all Company employees (other than Mr. Maxwell) received an estimated $117,330 in annual total compensation for 2023 (using the methodology for determining the compensation of our NEOs as reported in the Summary Compensation Table). Therefore, the estimated ratio of 2023 total compensation of our Chief Executive Officer to the median employee was approximately 16.85 to 1. The pay ratio provided is a reasonable estimate calculated in a manner consistent with SEC rules. For the Company’s employees in Gabon, amounts were converted from Central African CFA franc to U.S. dollars using an exchange rate of 606.56 Central African CFA francs to 1.00 U.S. dollar, which was the average exchange rate in 2023. For the Company’s employees in Egypt, amounts were converted from Egyptian pound to U.S. dollars using an exchange rate of 30.56 Egyptian pound to 1.00 U.S. dollar, which was the average exchange rate in 2023. For the Company’s employees in Canada, amounts were converted from Canadian dollar to U.S. dollars using an exchange rate of 1.35 Canadian dollar to 1.00 U.S. dollar, which was the average exchange rate in 2023. To determine median employee compensation, we took the following steps:

  96. Chief Executive Officer Pay Ratio

    | • | We identified our employee population as of December 31, 2023, which consisted of approximately 190 full-time and part-time employees. |

  97. Chief Executive Officer Pay Ratio

    | • | With respect to employees other than Mr. Maxwell, we used SEC rules to determine total compensation for 2023 for each employee, which consisted of base cash salary for salaried employees and cash compensation paid at the applicable hourly rate for non-salaried employees, bonuses, allowances, the Company’s matching contributions to the employee’s 401(k) account and the fair value of stock-based awards on the date of grant. We then identified the median employee based on total compensation. |

  98. Chief Executive Officer Pay Ratio

    | • | Once we identified our median employee, we than calculated the median employee’s “annual total compensation.” We followed the methodology required under SEC regulations for calculating the total compensation of our NEOs as reported in the Summary Compensation Table. We did not add the value of employer contributions to broad-based employee benefit plans except to the extent such amounts are included in the Summary Compensation Table for our NEOs. |

  99. 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 four years in the period ended December 31, 2023. 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, 2023, 2022, 2021, and 2020:

  100. Pay Versus Performance

    | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for George W. M. Maxwell ($)(1) | Compensation Actually Paid to George W. M. Maxwell ($)(1)(3) | Summary Compensation Table Total for Cary M. Bounds ($)(1) | Compensation Actually Paid to Cary M. Bounds ($)(1)(3) | Average Summary Compensation Table Total to Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | TSR ($) | Peer Group TSR(4) ($) | Net Income ($ millions) | Adjusted EBITDAX (5) ($ millions) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,976,426 | 1,952,232 | — | — | 927,936 | 922,348 | 219.40 | 160.83 | 60.4 | 280.4 | | 2022 | 1,718,252 | 1,641,635 | — | — | 830,337 | 858,442 | 210.27 | 154.88 | 51.9 | 186.6 | | 2021 | 657,363 | 657,363 | 2,314,678 | 1,344,158 | 598,451 | 821,005 | 144.59 | 106.29 | 81.8 | 85.8 | | 2020 | — | — | 1,405,340 | 1,021,663 | 567,276 | 519,663 | 79.73 | 63.42 | (48.2) | 26.6 |

  101. Pay Versus Performance

    | (1) The Principal Executive Officer(s) for the indicated years were as follows: |

  102. Pay Versus Performance

    | • | 2023: George W. M. Maxwell |

  103. Pay Versus Performance

    | • | 2022: George W. M. Maxwell |

  104. Pay Versus Performance

    | • | 2021: Cary M. Bounds resigned as the Company’s PEO effective April 18, 2021. George W. M. Maxwell was appointed as the Company’s PEO effective April 19, 2021. |

  105. Pay Versus Performance

    | • | 2020: Cary M. Bounds. |

  106. Pay Versus Performance

    | (2) The Non-PEO NEOs for the indicated years were as follows: |

  107. Pay Versus Performance

    | • | 2023: Ronald Y. Bain, Thor Pruckl, Matthew R. Powers, and Jason J. Doornik. |

  108. Pay Versus Performance

    | • | 2022: Ronald Y. Bain, David A. DesAutels, and Michael G. Silver. |

  109. Pay Versus Performance

    | • | 2021: Ronald Y. Bain, David A. DesAutels, and Michael G. Silver. Mr. Bain was appointed as the Company’s Chief Financial Officer on June 21, 2021. |

  110. Pay Versus Performance

    | • | 2020: Elizabeth D. Prochnow, David A. DesAutels, and Michael G. Silver. |

  111. Pay Versus Performance

    | (3) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEOs and Non-PEO NEOs in each respective year. 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 amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |

  112. Pay Versus Performance

    | PEO Summary Compensation Table Totals | 2023 Maxwell | 2022 Maxwell | 2021 Maxwell | 2021 Bounds | 2020 Bounds | | Summary Compensation Table Total: | $1,976,426 | $1,718,252 | $657,363 | $2,314,678 | $1,405,340 | | Add (Subtract) | | | | | | | Fair value of equity awards granted during the year from the SCT | (825,002) | (521,502) | 0 | (857,728) | (524,300) | | Fair value at year end of equity awards granted during the year | 846,385 | 444,885 | 0 | 878,910 | 805,249 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (40,501) | 0 | 0 | 550,113 | (237,767) | | Change in fair value of equity awards granted in prior years that vested during the year | (17,683) | 0 | 0 | 888,665 | (426,858) | | Equity awards granted in prior years that were forfeited during the year | 0 | 0 | 0 | (2,430,480) | 0 | | Dividends or other earnings paid on equity awards during the year | 12,607 | 0 | 0 | 0 | 0 | | Total Equity Award Related Adjustments | (24,194) | (76,617) | 0 | (970,520) | (383,677) | | Compensation Actually Paid: | $1,952,232 | $1,641,635 | $657,363 | $1,344,158 | $1,021,663 |

  113. Pay Versus Performance

    | Non-PEO NEOs Summary Compensation Table Totals | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total: | $927,936 | $830,337 | $598,451 | $567,276 | | Add (Subtract) | | | | | | Fair value of equity awards granted during the year from the SCT | (217,212) | (233,665) | (127,298) | (121,504) | | Fair value at year end of equity awards granted during the year | 222,840 | 202,087 | 130,441 | 186,613 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (12,770) | 49,371 | 80,160 | (52,305) | | Change in fair value of equity awards granted in prior years that vested during the year | (6,594) | 164,599 | 139,250 | (60,417) | | Equity awards granted in prior years that were forfeited during the year | 0 | (156,497) | 0 | 0 | | Dividends or other earnings paid on equity awards during the year | 8,148 | 2,211 | 0 | 0 | | Total Equity Award Related Adjustments | (5,588) | 28,106 | 222,554 | (47,613) | | Average Compensation Actually Paid | $922,348 | $858,442 | $821,005 | $519,663 |

  114. Pay Versus Performance

    | (4) Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group for purposes of Item 201(e) of Regulation S-K. The following table sets forth information regarding the Company’s current Peer Group TSR and the Company’s prior Peer Group TSR for the fiscal years ended December 31, 2023, 2022, 2021, and 2020. The prior peer group was comprised of: Amplify Energy Corp.; Battalion Oil Corporation; Berry Corporation; HighPeak Energy, Inc.; Kimbell Royalty Partners, LP; Monumental Minerals Corp. Ranger Oil Corporation; Riley Exploration Permian, Inc.; Ring Energy, Inc.; SilverBow Resources, Inc.; W&T Offshore, Inc. The Company opted to use the S&P Oil & Gas Exploration & Production Select Industry Index to allow for continuity of the peer group across years. |

  115. Pay Versus Performance

    | | Prior Peer Group TSR | Current Peer Group TSR | | 2023 | $68.05 | $160.83 | | 2022 | $87.14 | $154.88 | | 2021 | $59.75 | $106.29 | | 2020 | $40.02 | $63.42 |

  116. Pay Versus Performance

    (5) Adjusted EBITDAX is a non-GAAP financial measure and is described under “Non-GAAP Financial Measures.”

  117. Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company TSR and Peer Group TSR

    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 four 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.

  118. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    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 four most recently completed fiscal years.

  119. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDAX

    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 four most recently completed fiscal years.

  120. Determination of Share Increase

    | 2023 Potential Dilution | | | | Outstanding Equity Awards | | | | Performance Options | 587,099 | * | | Restricted Stock | 884,174 | * | | Restricted Stock Units | 291,965 | * | | Shares Available for Future Issuance (as of April 12, 2024) | 1,817,995 | 1.7% | | New Shares for Approval | 5,500,000 | 5.3% | | Common Shares Outstanding (Record Date) | 104,339,699 | | | Total Potential Dilution | | 8.7% |