DEF 14A of Vaalco Energy Inc /De/, Apr 25, 2025

DEF 14A of Vaalco Energy Inc /De/

Filed Apr 25, 2025 · FY20240001140361-25-015701

Open on EDGAR

  1. Director Nominees

    Director Nominees On March 10, 2025, 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 2026 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, ESG, 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 | 72 | Director and Chairman of the Board | | George W. M. Maxwell | 59 | Director and Chief Executive Officer | | Cathy Stubbs | 58 | Director | | Fabrice Nze-Bekale | 51 | Director | | Edward LaFehr | 65 | 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: 72 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. |

  8. Director Nominee Information and Qualifications

    | George W. M. Maxwell Director and Chief Executive Officer Age: 59 Director Since: 2020 | George W. M. Maxwell — Mr. Maxwell became Chief Executive Officer of Vaalco on April 18, 2021. Mr. Maxwell has over 25 years of experience in the oil and gas industry, including in both the producing and service/manufacturing arenas. Mr. Maxwell founded Eland Oil & Gas Plc. in 2009 and served as the company’s Chief Executive Officer from September 2014 to December 2019, Chief Financial Officer from 2010 to 2014, and as a member of the board of directors from 2009 to 2019, until the company was acquired by Seplat Petroleum Development Company Pls. on December 17, 2019. Prior to founding Eland Oil & Gas Plc., Mr. Maxwell served as the business development manager for Addax Petroleum and, prior to this, commercial manager in Geneva. Mr. Maxwell joined Addax Petroleum in 2004 and held the general manager position in Nigeria, where he was responsible for finance, and fiscal and commercial activities. Prior to this, Mr. Maxwell worked with ABB Oil & Gas as vice president of finance based in the UK with responsibilities for Europe and Africa. He held a similar position in Houston, from where the organization ran its operations in ten countries. Mr. Maxwell was finance director in Singapore for Asia Pacific and Middle East, handling currency swaps and minimizing exposures during the Asian financial crisis of the late 1990s. Mr. Maxwell graduated from Robert Gordon University in Aberdeen with a Master’s in Business Administration. Mr. Maxwell is a Fellow of the Energy Institute in the UK and has formerly served on the boards of directors of Elcrest Exploration and Production Nigeria Ltd. and Westport Oil Limited. Mr. Maxwell’s significant experience serving in executive leadership positions and on the boards of E&P companies, as well as his experience in mergers and acquisitions and strong ties to the London investment community, provide invaluable insight, making him an important resource for the Board. |

  9. Director Nominee Information and Qualifications

    | Cathy Stubbs Director Age: 58 Director Since: 2020 | Cathy Stubbs — Ms. Stubbs has served on the Board since June 2020. Ms. Stubbs has over 30 years of experience in the energy industry, most recently serving 17 years with Aspire Holdings, LLC (formerly Endeavour International Corporation), an independent international oil and gas exploration and production company focused in the North Sea and United States. Ms. Stubbs held numerous roles at Aspire Holdings, LLC, including as a director and President and Chief Financial Officer from 2015 to 2021, Senior Vice President and Chief Financial Officer from 2013 to 2015, Vice President, Finance and Treasury, and served in other corporate development and accounting roles from 2004 to 2013. Prior to joining Aspire Holdings, LLC she served as Assistant Controller, Financial Reporting and Corporate Accounting at Devon Energy, Inc. (formerly Ocean Energy, Inc.) from 1997 to 2004. Ms. Stubbs began her career in public accounting with KPMG, an international audit and business strategy consulting firm, where she rose to the title of Audit Manager. Ms. Stubbs is a Certified Public Accountant in the State of Texas and she currently serves on the board of directors of Amazing Place, and serves as the treasurer and supervisor of Memorial Villages Water Authority Board. Ms. Stubbs holds a Bachelor's degree in Business Administration, and Master's degree in Professional Accounting, from the University of Texas at Austin. Ms. Stubbs’ significant experience in accounting, finance, risk management and her service in various director and executive roles provide a valuable resource to the Board. |

  10. Director Nominee Information and Qualifications

    | Fabrice Nze-Bekale Director Age: 51 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. |

  11. Director Nominee Information and Qualifications

    | Edward LaFehr Director Age: 65 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. |

  12. Director Nominee Information and Qualifications

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

  13. Board Composition

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

  14. 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 | | ● | ● | ● | ● |

  15. 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.”

  16. 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, Nze-Bekale, and LaFehr, 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, Nze-Bekale, and LaFehr, 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.

  17. 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. Each 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. We believe that diversity in culture and other demographic characteristics can be important sources of complementarity. 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:

  18. Selection of Director Nominees

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

  19. Selection of Director Nominees

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

  20. Selection of Director Nominees

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

  21. Selection of Director Nominees

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

  22. Selection of Director Nominees

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

  23. Selection of Director Nominees

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

  24. Selection of Director Nominees

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

  25. Selection of Director Nominees

    | • | practical and mature business judgment. |

  26. 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 and the Audit Committee is a financial expert and a majority of the Board members meet 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 renominated. 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., 2500 CityWest Blvd., Suite 400, 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.

  27. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation The following table shows compensation paid to each of our non-employee directors who served during the fiscal year ended December 31, 2024.

  28. 2024 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Andrew L. Fawthrop | $217,000 | $85,002 | $302,002 | | George W. M. Maxwell(3) | - | - | - | | Cathy Stubbs | $107,000 | $85,002 | $192,002 | | Fabrice Nze-Bekale | $99,500 | $85,002 | $184,502 | | Edward LaFehr | $97,000 | $85,002 | $182,002 |

  29. 2024 Non-Employee Director Compensation

    | (1) Includes annual cash retainer fee, board and committee meeting fees and committee chair and chair of the board director fees for each non-employee director during fiscal year 2024, as more fully described above. |

  30. 2024 Non-Employee Director Compensation

    | (2) The amounts reported in this column reflect the aggregate grant date fair value of stock awards granted in fiscal year 2024, each as of June 6, 2024, computed in accordance with FASB ASC Topic 718. 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, 2024 for additional detail regarding assumptions underlying the value of these equity awards. |

  31. 2024 Non-Employee Director Compensation

    | (3) Mr. Maxwell who is Chief Executive Officer, is not entitled to receive additional compensation for his service as a director. |

  32. 2024 Non-Employee Director Compensation

    Ratification of Appointment of Independent Registered Public Accounting Firm

  33. Highlights of Executive Compensation Practices

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

  34. Highlights of Executive Compensation Practices

    Our NEOs are entitled to participate in the standard employee benefit plans and programs generally available to our employees. Our US-based employees are eligible to participate in our 401 (k) plan with matching contributions. Since Messrs. Maxwell, Bain, and Pruckl, pursuant to the terms of their employment agreements, are not eligible to participate in our 401(k) program, they receive a cash payment calculated to approximate an amount equivalent to matching contributions that would have been payable under our 401(k) plan. We reimburse NEOs, as we do all our employees, for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as employees. The Company will also procure for our employees, or reimburse as a business expense, tax advice for liabilities that are likely to arise from travel or relocation requested by the Company. How We Determine Each Element of Compensation. In designing the Company’s executive compensation policies, the Compensation Committee considers pay as a whole, and there is no specific weight given to any particular component of compensation. The Compensation Committee reviews competitive market compensation data but does not set NEO compensation at any pre-determined percentile of competitive data that it reviews. In practice, the total direct compensation opportunity for each of our NEOs is based on many factors including competitive market data, the executive’s experience, the importance of the role within the Company, and the executive’s contribution to the Company’s long-term success. In addition, the Compensation Committee considers various measures of Company and industry performance, including Adjusted EBITDAX, Production (MBOE), revenue and cash flow from operations and other measures, in order to determine earned compensation for each of our NEOs. Role of the Compensation Committee. The Compensation Committee charter contains several important mandates: (i) to review and approve corporate goals and objectives relevant to the compensation of our executives; (ii) to evaluate our executives’ performance in light of those goals and objectives; (iii) to determine and approve our executives’ compensation level, including annual base salary, annual incentives and long-term incentives, based on such evaluation; and (iv) to exercise oversight with respect to the Company’s compensation philosophy, incentive compensation plans and equity-based plans. Role of the Independent Consultant. For 2024, the Compensation Committee continued to engage Meridian as its independent consultant on executive compensation. Meridian’s engagement is to act as the Compensation Committee’s independent advisor on executive compensation, and in this role, Meridian assisted the Compensation Committee with requests from time-to-time throughout the year. The Compensation Committee did not direct Meridian to perform its services in any particular manner or under any particular method, and all decisions with respect to our executives compensation are made by the Compensation Committee. The Compensation Committee has the final authority to retain and terminate the compensation consultant and evaluates the consultant annually. The Company has no relationship with Meridian (other than the relationship undertaken by the Compensation Committee) and, after consideration of NYSE listing standards pertaining to the independence of compensation consultants, the Compensation Committee determined that Meridian is independent. Aside from assisting with the valuation of our equity awards and benchmarking director and employee compensation, Meridian does not provide services to the Company. Role of Management. In the course of its review, the Compensation Committee considered the advice and input of the Company’s management. Specifically, the Compensation Committee leverages the Company’s management, human resources department and legal department to assist the Compensation Committee in the timely and cost-effective fulfillment of its duties. The Compensation Committee solicits input from the Chief Executive Officer and human resources department regarding compensation policies and levels. The legal department assists the Compensation Committee in compliance, reporting, and documentation of compensation decisions. The Compensation Committee does not permit members of the Company’s management to materially participate in the determination of their particular compensation, nor does the Compensation Committee permit the Chief Executive Officer or other members of management to be present for those portions of Compensation Committee meetings during which the particular member of the management team’s performance and compensation are reviewed and determined.

  35. Annual Cash Incentive Bonus

    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 2024 were as follows:

  36. Annual Cash Incentive Bonus

    | 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% |

  37. Annual Cash Incentive Bonus

    The payout of each executive target bonus is based on Company performance, individual performance, and the executive position’s relevance in driving each scorecard metric.

  38. Company Scorecards

    Company Scorecards Early in the year, the Compensation Committee approves an Executive and a Non-Executive Scorecard that set various performance targets for corporate financial and non-financial measures for the 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 early in our fiscal year. The scorecards contain the performance goals (referred to as “metrics” in the scorecard) used to determine the corporate component of cash bonuses payable in Spring of the following year. The Compensation Committee assigns a “weight” to each metric. All metrics, added together, sum to 100%; the “weight” of an individual goal is its fraction of 100%. The Compensation Committee assigns a different weight to each performance goal in the scorecards based on the relative importance of each performance target 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. The Compensation Committee also sets three “ranges” for each performance goal: Threshold, Plan, and Stretch. The three ranges provide a benchmark for a multiplier that is applied to each metric to determine the final score with respect to that metric. Achieving Plan always results in a multiplier of 100%, such that, if Plan were achieved but not exceeded for every metric, the final score on the scorecard would be 100%. The Compensation Committee also determines a “Threshold” range which would result in a multiplier of 50%, and a “Stretch” range which would result in a multiplier of 150%. Multipliers below Threshold, above Stretch or between the named ranges are set a numeric value accordingly. The metrics in the Non-Executive Scorecard are intended to be underpinned by goals that each employee can help to drive by executing on his or her individual responsibilities, in categories such as operations, cost containment, safety and employee development. The Executive Scorecards, by contrast, include metrics that executives are more directly responsible for, such as inorganic growth, finance, Company strategy, and navigating particular important challenges that may arise from time to time. The 2024 scorecards, populated with results, are set forth below.

  39. Non-Executive Scorecard

    | (5) Adjusted Corporate G&A: Excludes stock-based compensation, M&A activity, bonuses, and board costs. Threshold is budget plus 10%, Plan is budget and Stretch is budget less 10%. |

  40. Executive Scorecard

    | Metric | Threshold 50% | Plan 100% | Stretch 150% | Actual Result | Weight | Score | | Non-Executive Scorecard | N/A | N/A | N/A | 98% | 15% | 15% | | Inorganic Growth | Sign a letter of intent | Complete an acquisition up to $100M value added | Complete an acquisition up to $100M value added and improve forecast cashflow from target by 20% | 100% | 20% | 20% | | Business Combination Execution | Complete acquisition of Svenska assets and successfully and timely file financial statements and reserves data | Threshold, plus retain key staff through year end, no control deficiencies because of the combination and meet the target Financial Forecast Free Cash flow for the year | Plan, plus improved Actual Target Net Free Cashflow by 20% | 100% | 10% | 10% | | ERP | Complete ERP rollout by year-end | Complete ERP rollout all locations by Q3 close | Complete ERP rollout all locations for August close and in accordance with budget | 150% | 15% | 23% | | Cost Reduction | Gross Cash Costs for Gabon. Target $10m reduction in gross cash costs and maintain a minimum of 15,000 BOPD (gross) | Gross Cash Costs for Gabon. Target $20m reduction in gross cash costs and maintain a minimum of 15,000 BOPD (gross) | Gross Cash Costs for Gabon. Target $30m reduction in gross cash costs and maintain a minimum of 15,000 BOPD (gross) | 100% | 15% | 15% |

  41. Executive Scorecard

    Metrics for the 2024 Executive Scorecard were Non-Executive Scorecard results; inorganic growth milestones; milestones concerning the rollout of a Company-wide enterprise resource planning system (“ERP System”); cost reduction targets for our operations in Gabon; rebranding, and improvement of our liquidity and share price through investor relations; and upgrading our debt facility. Elements of Executive Compensation-Non-Executive Scorecard Results. The executive team is ultimately responsible for the performance of all employees. Accordingly, each year, the Compensation Committee designates the Non-Executive Scorecard results a component of the Executive Scorecard so that executive compensation is tied to all employees achieving Company goals. The Compensation Committee weighted this metric as 15% of the executive team’s total score, and, given the near-perfect achievement of the non-executive goals (98.4%, versus 100% Plan), applied the Plan (100%) multiplier to this metric. Inorganic Growth. In 2024 we closed the all-cash acquisition of Svenska for a net purchase price of $40.2 million. In line with our strategy, this expanded our West African footprint with a sizeable producing asset that has significant upside potential and future development opportunities, established us in Cote d’Ivoire—a well-established and investment-friendly country—and as of December 31, 2024, paid back 180% of our initial net investment. We also finalized PSCs with the Government of Gabon for the offshore Niosi Marin and Guduma Marin exploration blocks, which we believe have the potential to significantly improve our production in Gabon. Accordingly, the Compensation Committee applied the Plan (100%) multiplier to this metric. Business Combination Execution. The immediately preceding target related to closing the Svenska acquisition; this target related to business execution after the close. As the Company timely filed financial statements and reserves data, retained key staff, and more than met the target free cash flow for the acquisition for the year, the Compensation Committee applied the Plan (100%) multiplier to this metric. ERP Goals. To help drive our efficiency and compliance—particularly in view of the necessity to integrate newly-acquired assets as we execute on our strategy of inorganic growth—the implementation of a state-of-the-art ERP software system remains an element of measuring executive performance. 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 rolled out to all targeted locations in advance of program goals. Accordingly, the Compensation Committee applied the Stretch (150%) multiplier to this metric. Gabon Cost Reduction. While Vaalco is focused on growth and on increasing production, controlling spending remains critical to driving shareholder return. For 2024, the Compensation Committee assigned a weight of 15% to the goal of sustaining targeted production in Gabon while reducing cash costs. Management achieved Plan with respect to this goal, resulting in a multiplier of 100%. Investor Relations, Liquidity and Share Price. For the past two years Vaalco’s price to earnings ratio, as of the last day of each calendar quarter, has never been above 8.3. Thus while our primary focus is on operational excellence, bringing investor perception more in line with what we believe to be the true value of our stock was the purpose of this goal. Management achieved the Stretch target here, and the Stretch (150%) multiplier was applied. Debt Facility. A little more than two years ago Vaalco was essentially a one-asset Company. Now having producing assets in four jurisdictions, the Board deemed it important to have in place a line of credit capable of maintaining and further growing the Company’s asset base. While much was accomplished in 2024 toward replacing the existing facility with a new and better one, the Company’s new RBL was not in place until Q1 2025. Accordingly, the Compensation Committee deemed the multiplier applied to this goal to be 65% between Threshold and Plan. TSR Modifier/Peer Group. As seen in the table above, the total raw score achieved by our executive team per the 2024 scorecard criteria was 107. After tabulating the total raw score, the Compensation Committee calculates and applies a TSR Modifier by comparing the 30-day value weighted average price (“VWAP”) of the Company’s share price in the last 30 trading days of the year for the same period in the prior year, as well as factoring in cash returned to shareholders in the form of dividends and share buybacks. The Compensation Committee also compares the performance of the Company by these measures with the performance of the companies identified as our peers over the same time period. The bonus payout is capped, such that even if the raw score and TSR Modifier dictates a bonus payout of more than 200% of the executive’s target, no executive can earn more than 200% of his or her target. The TSR Modifier is calculated as set forth below: The TSR Modifier seeks to capture how the return to Vaalco’s shareholders over the year in question compared to the return to shareholders of the companies the Compensation Committee believe to be most comparable to Vaalco, from the standpoint of our operations and investment profile. The Compensation Committee has identified the defining characteristics of such peer companies to be one, that each be an independent oil and gas producer; two, that each have a geographic focus similar to Vaalco’s; and three, that each be of a size that render comparison to Vaalco meaningful. The Compensation Committee believes that these three factors constitute some of the most important metrics that investors in our industry consider from the standpoint of focus, risk, and return, that are also readily available and quantifiable. For 2024 bonuses, the peer group identified by our Compensation Committee was the same as 2023: Afentra PLC, Africa Oil Corp., BW Energy Ltd., Capricorn Energy PLC, Kosmos Energy Ltd., Orca Exploration Group Inc. Class B, Panoro Energy ASA, Pharos Energy, PLC, Seplat Petroleum and Tullow Oil plc. Each of these companies is an independent oil and gas producer with a strong focus on African or Egyptian assets. The average (mean) market capitalization of these peer companies was $695 million at the end of 2023, with the largest being just over $3 billion and the smallest $108 million. For 2024, the 30-day VWAP of the Company’s total return increased 5.6%, year end to year end, in the top half of our selected peer group. Accordingly, the TSR resulted in an overall modifier of 100%, and neither increased nor decreased the raw score of the Executive Scorecard. The Committee believes it to be in our shareholders’ best interests to align executive compensation with the performance of the Company’s stock, and believes it is also important that the executive compensation program not incent executives to focus on stock price performance to the detriment of other important business metrics. The goal in designing the program is to motivate executives to produce positive short- and long-term corporate results, without motivating them to take unnecessary or excessive risks in doing so. The Committee believes that having share price taken into account by means of a multiplier of metrics that are not derived from share price, coupled with the balancing effect of weighing our share price increase (or decrease) against performance of our peers, strikes the appropriate balance.

  42. Executive Scorecard

    With respect to the individual performance component of the Company’s annual incentive bonuses, the Compensation Committee evaluates the performance of each executive officer in light of the goals set forth in the Executive Scorecard, taking into account the specific duties and responsibilities of each officer. In addition, the Compensation Committee considers each executive officer’s performance with respect to his or her critical duties, as well as the achievements each executive officer made during the year towards the Company’s strategic and financial goals. The Compensation Committee also considers the Chief Executive Officer’s feedback concerning his reports. After combining the corporate performance (that is, the score from the scorecard) and the individual performance components of the annual incentive bonuses, each of which was given equal weight, our Compensation Committee determined that our NEOs would receive the following bonuses for their performance during 2024:

  43. Executive Scorecard

    | Executive | Target Annual Incentive Bonus | Actual 2024 STI Payout | % of Target | | George W. M. Maxwell | $605,000 | $686,675 | 113.5% | | Ronald Y. Bain | $330,000 | $374,550 | 113.5% | | Thor Pruckl | $324,000 | $351,540 | 108.5% | | Matthew R. Powers | $283,500 | $286,335 | 101.0% | | Jason J. Doornik(1) | N/A | N/A | N/A |

  44. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives Overview and 2024 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, which permits the grant of stock, options, restricted stock, restricted stock units, phantom stock, SARs and other awards, any of which may be designated as performance awards or be made subject to other conditions and (ii) the Vaalco Energy, Inc. 2016 Stock Appreciation Rights Plan, which permits the grant of cash-settled SARs that give the holder the right to receive an amount of cash equal to the difference between the exercise price and the fair market value of the SAR on the date of exercise. We believe that long-term equity-based incentive compensation is an important component of our overall compensation program because it:

  45. Long-Term Equity-Based Incentives

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

  46. Long-Term Equity-Based Incentives

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

  47. Long-Term Equity-Based Incentives

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

  48. Long-Term Equity-Based Incentives

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

  49. Long-Term Equity-Based Incentives

    | • | encourages executive retention; and |

  50. Long-Term Equity-Based Incentives

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

  51. 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 2024, 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. The service-based vesting requirements (all awards that vest do so ratably over at least a three year period) promotes long-term retention of our NEOs. Equity awards are generally granted to our NEOs and other employees on an annual basis. The Compensation Committee determines the actual award values at its discretion based on individual factors including the individual’s previous and expected future performance, level of responsibilities, retention considerations and internal parity. Based on these factors, the Compensation Committee determined to grant the following equity incentive awards to our NEOs in 2024:

  52. Long-Term Equity-Based Incentives

    | Executive | Restricted Shares(1) | Stock Options(2) | Total | | George W. M. Maxwell | 141,156 | 261,545 | 402,701 | | Ronald Y. Bain | 51,669 | 95,736 | 147,405 | | Thor Pruckl | 68,676 | 127,248 | 195,924 | | Matthew R. Powers | 35,062 | 64,996 | 100,058 | | Jason J. Doornik(3) | N/A | N/A | N/A |

  53. Long-Term Equity-Based Incentives

    | (1) Represents shares of restricted stock granted on June 6, 2024. The shares of restricted stock vest in three equal installments on each of June 6, 2025, 2026 and 2027. |

  54. Long-Term Equity-Based Incentives

    | (2) Represents performance stock options granted on June 6, 2024. Each stock option has an exercise price of $5.96 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 6, 2025, 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 6, 2026, 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 6, 2027, 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 6, 2034 to trigger vesting. As of April 11, 2025, none of the performance hurdles have been achieved. |

  55. Long-Term Equity-Based Incentives

    | (3) Jason Doornik left employment with the Company in May 2024. |

  56. 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.

  57. 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. See “—Severance and Change in Control Payments” below for additional information. George W. M. Maxwell — In connection with the appointment of Mr. Maxwell as our Chief Executive Officer, we entered into an employment agreement with him effective as of April 19, 2021, which was amended on January 27, 2022, November 1 , 2022, and June 6, 2024 (as amended, the “Maxwell Employment Agreement”), pursuant to which Mr. Maxwell is entitled to receive an annual base salary of $605,000. 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 restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Maxwell Employment Agreement, the Company pays Mr. Maxwell $22,000 per year for health benefits and $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits, including paid vacation and sick leave. Ronald Y. Bain — In connection with the appointment of Mr. Bain as Chief Financial Officer, we entered into an employment agreement with him effective as of June 18, 2021, which was amended on January 27, 2022 , November 1, 2022, and June 6, 2024 (as amended, the “Bain Employment Agreement”). Pursuant to the Bain Employment Agreement, Mr. Bain is entitled to receive an annual base salary of $400,000. The Bain Employment Agreement also provides that Mr. Bain is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Bain Employment Agreement, the Company pays Mr. Bain $22,000 per year for health benefits and $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits including paid vacation and sick leave. Thor Pruckl — In connection with the appointment of Mr. Pruckl as Chief Operating Officer, we entered into an employment agreement with him, amended and restated as of April 18, 2024, and again amended as of June 6, 2024 (as amended, the “Pruckl Employment Agreement”). Pursuant to the Pruckl Employment Agreement, Mr. Pruckl is entitled to receive an annual base salary of $400,000, which shall be reviewed annually by the Compensation Committee, and may be increased, but not decreased, at the discretion of the Compensation Committee. The Pruckl Employment Agreement also provides that Mr. Pruckl is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. Pursuant to the Pruckl Employment Agreement, for so long as Mr. Pruckl’s principal place of employment is in Houston, Texas, Mr. Pruckl will receive furnished leased housing and a leased vehicle with additional payments made by the Company to cover any withholding taxes due in connection therewith. Pursuant to the Pruckl Employment Agreement, the Company pays Mr. Pruckl $17,000 per year to approximate a 401(k) match, and provides other customary employment benefits including paid vacation and sick leave. Matthew R. Powers — We entered into an employment agreement, dated January 18, 2024, which was amended June 6, 2024 (as amended, the “Powers Employment Agreement”) with Mr. Powers, our Executive Vice President and General Counsel. Pursuant to the Powers Employment Agreement, Mr. Powers is entitled to receive a minimum annual base salary of $350,000, which shall be reviewed annually by the Compensation Committee and may be increased, but not decreased, at the discretion of the Compensation Committee. Mr. Powers is eligible to receive an annual cash bonus with a target percentage equal to 75% of his base salary and restricted stock, stock options, or other incentive awards in accordance with normal competitive pay practices, on a basis no less favorable than the process and approach used for the Company’s other senior executives. In addition, Mr. Powers is entitled to other customary employment benefits, including reimbursement for business and entertainment expenses and paid vacation. We believe that employment agreements ensure continued dedication of executives in view 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.

  58. Severance and Change in Control Payments

    Severance and Change in Control Payments In May 2019 we adopted a form of change in control agreement for certain of our executives and other employees that provided for certain benefits upon a termination following a change in control, but none were in effect at the end of 2024. Messrs. Maxwell, Bain, Pruckl and Powers are each party to an executive employment agreement that contain provisions relating to payments on change of control. For additional information, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”

  59. Other Compensation Information

    Other Compensation Information Prohibition on Hedges and Pledges. Our insider trading policy prohibits hedging and pledging transactions and broadly applies to all directors, officers and employees of the Company. Such persons are prohibited from (i) executing transactions in Company securities that involve puts, calls or other derivative securities on an exchange or other organized market, (ii) holding Company securities in margin accounts or pledging the Company securities as collateral for loans or other obligations, without the prior consent of the Board, or (iii) engaging in hedging transactions with respect to Company securities, including trading in any derivative security, zero-cost collars, forward sale contracts, or other forms of hedging or monetization transactions, including those that allow such person to own the securities without the full risks and rewards of ownership. Assessment of Risk. It is important to take risk into account when making compensation decisions. Our Compensation Committee has designed our compensation program for executive officers to avoid excessive risk taking. While, as discussed above, metrics are an important component of the Compensation Committee’s deliberations with respect to annual bonuses, the Compensation Committee retains discretion to depart from these metrics in part to maintain a stronger ability to deter excessive risk taking. Stock Ownership Guidelines. We have adopted stock ownership guidelines that apply to our officers and directors. Pursuant to the guidelines, our directors and officers must own a multiple of their annual base salary or their cash retainer, as applicable, in our common stock or certain qualifying derivatives. For additional information, see “Corporate Governance—Stock Ownership Guidelines.” Accounting and Tax Considerations. We may from time to time pay compensation amounts to our executive officers that are not deductible under the Internal Revenue Code of 1986 (the “Code”). Although we consider tax deductibility in the design and administration of our executive compensation plans and programs, we believe that our interests are best served by providing competitive levels of compensation to our NEOs even if it results in the non-deductibility of certain amounts under the Code. Section 409A of the Code sets forth limitations on the deferral and payment of certain benefits. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, and the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. Equity awards granted to our employees, including NEOs, and to our directors, have been granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date (and each subsequent reporting date, as applicable) in accordance with ASC Topic 718. Recoupment Policy. We have a clawback policy that is compliant with NYSE and SEC standards that provides for the recoupment or forfeiture of incentive compensation paid to our executives in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the federal securities laws. Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information. It has been Vaalco’s practice for several years to determine equity awards at the June meeting of the Board, which is generally held on the same day as, and subsequent to, the Annual Meeting. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. The Compensation Committee may, in its discretion, grant equity awards outside of our annual grant cycle for new hires, retention, or other purposes. The Compensation Committee approves all equity award grants on or before the grant date and does not take material nonpublic information into account when determining the timing and terms of equity award grants. The following table contains information required by item 402(x)(2) of Regulation S-K about stock options granted to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of our periodic reports on Forms 10-K and 10-Q or current reports on Form 8-K that contained material nonpublic information with the SEC under the Exchange Act. We are providing the following information about the stock options granted to our NEOs on June 6, 2024, the same business day that we filed a Form 8-K that disclosed the voting results of our Annual Meeting, which is deemed to be material nonpublic information.

  60. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following sets forth the annual compensation elements of VAALCO’s NEOs for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.

  61. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | George W. M. Maxwell Chief Executive Officer | 2024 | 591,250 | 841,290 | 842,175 | 686,675 | 54,103(4) | 3,015,493 | | | 2023 | 550,000 | 412,501 | 412,501 | 561,000 | 40,423(5) | 1,976,425 | | | 2022 | 550,000 | 280,752 | 240,750 | 607,750 | 39,000(6) | 1,718,252 | | Ronald Y. Bain | 2024 | 430,000 | 307,947 | 308,270 | 374,550 | 45,222(7) | 1,465,989 | | Chief Financial Officer | 2023 | 400,000 | 150,002 | 150,001 | 306,000 | 39,668(8) | 1,045,671 | | | 2022 | 400,000 | 131,777 | 131,773 | 331,500 | 39,000(9) | 1,034,050 | | Thor Pruckl(1) Chief Operating Officer | 2024 | 424,000 | 409,309 | 409,739 | 351,540 | 349,514(10) | 1,944,102 | | | 2023 | 400,000 | 150,002 | 150,001 | 298,500 | 421,962(11) | 1,420,465 | | Matthew R. Powers(1) Executive Vice President and General Counsel | 2024 | 372,500 | 208,970 | 209,191 | 286,335 | 22,440(12) | 1,099,436 | | | 2023 | 350,000 | 87,500 | 87,500 | 254,625 | 19,800(13) | 799,425 | | Jason Doornik(1) Chief Accounting Officer | 2024 | 92,923 | - | - | - | 84,754(14) | 177,677 | | | 2023 | 236,150 | 46,920 | 46,921 | 92,160 | 24,030(15) | 446,181 |

  62. 2024 Summary Compensation Table

    | (1) Messrs. Pruckl, Powers and Doornik became NEOs in the year ended December 31, 2023. In accordance with SEC C&DI 119.01, the annual compensation data for the year ended December 31, 2022 has been omitted. Mr. Doornik left his employment with the Company in May 2024. |

  63. 2024 Summary Compensation Table

    | (2) 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, 2024. 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. |

  64. 2024 Summary Compensation Table

    | (3) Annual bonuses for our executives for 2024 were determined and paid in March 2025 and are reflected in the 2024 non-equity incentive plan compensation column. 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. |

  65. 2024 Summary Compensation Table

    | (4) 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 $15,103 in dividends paid on unvested restricted stock. |

  66. 2024 Summary Compensation Table

    | (5) 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.. |

  67. 2024 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 as then in effect. |

  68. 2024 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 Bain Employment Agreement, and $6,222 in dividends paid on unvested restricted stock. |

  69. 2024 Summary Compensation Table

    | (8) 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. |

  70. 2024 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. |

  71. 2024 Summary Compensation Table

    | (10) Consists of $8,816 in dividends paid on unvested restricted stock, $34,000 in pension benefits and $95,876 in housing costs and $210,822 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. |

  72. 2024 Summary Compensation Table

    | (11) 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. |

  73. 2024 Summary Compensation Table

    | (12) Consists of $20,700 in matching contributions by the Company to a 401(k) plan and $1,740 in dividends paid on unvested restricted stock. |

  74. 2024 Summary Compensation Table

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

  75. 2024 Summary Compensation Table

    | (14) Consists of $69,588 of severance pay and other benefits, $11,988 in matching contributions by the Company to a 401(k) plan and $3,178 in dividends paid on unvested restricted stock. |

  76. 2024 Summary Compensation Table

    | (15) 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. |

  77. Grants of Plan-Based Awards during 2024

    Grants of Plan-Based Awards during 2024 The following table presents grants of plan-based awards during the fiscal year ending December 31, 2024:

  78. Grants of Plan-Based Awards during 2024

    | | 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 | 6/06/2024 | - | - | - | - | 261,545 | 5.96 | 855,252 | | | 6/06/2024 | - | - | - | 141,156 | - | - | 841,290 | | | - | - | 886,875 | 1,773,750 | - | - | - | - | | Ronald Y. Bain | 6/06/2024 | - | - | - | - | 95,736 | 5.96 | 313,057 | | | 6/06/2024 | - | - | - | 51,669 | - | - | 307,947 | | | - | - | 322,500 | 645,000 | - | - | - | - | | Thor Pruckl | 6/06/2024 | - | - | - | - | 127,248 | 5.96 | 416,101 | | | 6/06/2024 | - | - | - | 68,676 | - | - | 409,309 | | | - | - | 318,000 | 636,000 | - | - | - | - | | Matthew R. Powers | 6/06/2024 | - | - | - | - | 64,966 | 5.96 | 212,439 | | | 6/06/2024 | - | - | - | 35,062 | - | - | 208,970 | | | - | - | 279,375 | 558,750 | - | - | - | - | | Jason J. Doornik | 6/06/2024 | - | - | - | - | - | - | - | | | 6/06/2024 | - | - | - | - | - | - | - | | | - | - | - | - | - | - | - | - |

  79. Grants of Plan-Based Awards during 2024

    | (1) Actual cash bonus amounts paid to the NEOs for 2024 were Mr. Maxwell: $686,675, Mr. Bain: $374,550, Mr. Pruckl: $351,540 and Mr. Powers: $286,335. Mr. Doornik left his employment with the Company in May of 2024. The annual incentive bonuses were paid in 2025 but relate to 2024 performance based on performance measures that were determined by the Compensation Committee during 2024. |

  80. Grants of Plan-Based Awards during 2024

    | (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. |

  81. Grants of Plan-Based Awards during 2024

    | (3) Amounts represent the stock options granted on the noted date. Each stock option has an exercise price of $5.96 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 6, 2025, 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 6, 2026, 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 6, 2027, 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 6, 2034 to trigger vesting. As of April 11, 2025, none of the stock price performance hurdles have been achieved. |

  82. Grants of Plan-Based Awards during 2024

    | (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, 2024 for additional detail regarding assumptions underlying the value of these equity awards. |

  83. Grants of Plan-Based Awards during 2024

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  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024. 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.

  85. Outstanding Equity Awards at 2024 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 | | | - | - | 14,600(2) | $63,802 | | | | | - | - | 65,632(2) | $286,812 | | | | | - | - | 141,156(3) | $616,852 | | | 28,277 | | 6.41(4) | 3/11/2032 | | | | | | 56,554 | 6.41(4) | 3/11/2032 | | | | | 54,348 | | 4.19(5) | 6/08/2033 | | | | | | 108,696 | 4.19(5) | 6/08/2033 | | | | | | 261,545 | 5.96(6) | 6/06/2034 | | | | Ronald Y. Bain | | | | | 6,853(1) | $29,948 | | | | | | | 23,866(2) | $104,294 | | | | | | | 51,669(3) | $225,794 | | | 15,478 | | 6.41(4) | 3/11/2032 | | | | | | 30,954 | 6.41(4) | 3/11/2032 | | | | | 19,763 | | 4.19(5) | 6/08/2033 | | | | | | 39,526 | 4.19(5) | 6/08/2033 | | | | | | 95,736 | 5.96(6) | 6/06/2034 | | |

  86. Outstanding Equity Awards at 2024 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 ($) | Option expiration date | Number of shares or units or stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Thor Pruckl | | | | | 4,874(1) | $21,299 | | | | | | | 23,866(2) | $104,294 | | | | | | | 68,676(3) | $300,114 | | | 23,522 | | 1.23(7) | 6/25/2030 | | | | | 43,970 | | 3.14(8) | 3/03/2031 | | | | | 11,009 | | 6.41(4) | 3/11/2032 | | | | | | 22,016 | 6.41(4) | 3/11/2032 | | | | | 19,763 | | 4.19(5) | 6/08/2033 | | | | | | 39,526 | 4.19(5) | 6/08/2033 | | | | | | 127,248 | 5.96(6) | 6/06/2034 | | | | Matthew R. Powers | | | | | 13,922(2) | $60,839 | | | | | | | 35,062(3) | $153,221 | | | 11,529 | | 4.19(5) | 6/08/2033 | | | | | | 23,056 | 4.19(5) | 6/08/2033 | | | | | - | 64,966 | 5.96(6) | 6/06/2034 | | | | Jason Doornik | - | - | - | - | - | - |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) These amounts represent time-vested restricted stock awards granted on June 6, 2024. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) 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. |

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) 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. |

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) Represents the exercise price for stock options awarded on June 6, 2024. 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. |

  93. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) 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. |

  94. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) 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. |

  95. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024 The following table sets forth specific information with respect to each exercise of stock options and each vesting of restricted stock during 2024 for each of our NEOs on an aggregated basis.

  96. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    | | 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 | - | - | 47,417 | 263,257 | | Ronald Y. Bain | - | - | 18,787 | 102,542 | | Thor Pruckl | - | - | 26,096 | 133,660 | | Matthew R. Powers | - | - | 6,961 | 42,184 | | Jason J. Doornik | - | - | 12,764 | 55,285 |

  97. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    | (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. |

  98. 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.

  99. 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.

  100. 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 17, 2025. NEO Employment Agreements. The Maxwell Employment Agreement 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). The Bain Employment Agreement 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. 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:

  101. Potential Payments upon Termination or Change in Control

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

  102. 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. |

  103. 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 was the only NEO who was 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:

  104. Potential Payments upon Termination or Change in Control

    | • | that the termination event in question occurred on December 31, 2024 and that the contractual agreements for our named executive officers in effect as of the date of this proxy statement were in effect on such date; and |

  105. Potential Payments upon Termination or Change in Control

    | • | with respect to calculations based on our stock price, we used $4.37, which was the reported closing price of our common stock on December 31, 2024. |

  106. 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 was a party to a change in control agreement described above, but left his employment with the Company in May of 2024. 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.

  107. Potential Payments upon Termination or Change in Control

    | Name of Executive Officer and Type of Compensation | Voluntary Resignation ($) | Involuntary Termination For Cause ($) | Involuntary Termination Without Cause or Resigned for Good Reason ($) | Termination in Connection with Change in Control ($) | Termination in the Event of Disability or Death ($) | | George W. M. Maxwell | | | | | | | Cash Severance | — | — | $638,963 | $1,773,750 | $638,963 | | Health Care Premiums | — | — | $29,183 | $29,183 | $29,183 | | Accelerated Restricted | — | — | — | $967,466 | $967,466 | | Stock Vesting | | | | | | | Accelerated Stock Option | — | — | — | $2,226,165 | $2,226,165 | | Award Vesting | | | | | | | Total | — | — | $668,145 | $4,996,564 | $3,861,776 | | Ronald Y. Bain | | | | | | | Cash Severance | — | — | $402,275 | $804,550 | $402,275 | | Health Care Premiums | — | — | $29,183 | $29,183 | $29,183 | | Accelerated Restricted | — | — | — | $360,036 | $360,036 | | Stock Vesting | | | | | | | Accelerated Stock Option | — | — | — | $880,367 | $880,367 | | Award Vesting | | | | | | | Total | — | — | $431,458 | $2,074,135 | $1,671,860 | | Thor Pruckl | | | | | | | Cash Severance | — | — | $387,770 | $775,540 | $387,770 | | Health Care Premiums | — | — | $28,194 | $28,194 | $28,194 | | Accelerated Restricted | — | — | — | $425,708 | $425,708 | | Stock Vesting | | | | | | | Accelerated Stock Option | — | — | — | $1,254,426 | $1,254,426 | | Award Vesting | | | | | | | Total | — | — | $415,964 | $2,483,868 | $2,096,098 |

  108. 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 ($) | | Matthew R. Powers | | | | | | | Cash Severance | — | — | $329,418 | $658,835 | $329,418 | | Health Care Premiums | — | — | $31,238 | $31,238 | $31,238 | | Accelerated Restricted | — | — | — | $214,060 | $214,060 | | Stock Vesting | | | | | | | Accelerated Stock Option | — | — | — | $435,038 | $435,038 | | Award Vesting | | | | | | | Total | — | — | $360,656 | $1,339,171 | $1,009,754 | | Jason J. Doornik | | | | | | | Cash Severance | — | — | — | — | — | | Health Care Premiums | — | — | — | — | — | | Accelerated Restricted | — | — | — | — | — | | Stock Vesting | | | | | | | Accelerated Stock Option | — | — | — | — | — | | Award Vesting | | | | | | | Total | — | — | — | — | — |

  109. 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, 2024, approximately 113 of the Company’s employees were employed in Gabon, 33 were based out of Egypt, 11 employees were based out of Canada, and 54 employees were based out of Houston, Texas. For the year ended December 31, 2024, the total compensation for our Chief Executive Officer, Mr. Maxwell was $3,030,249. Based on the methodology described below, we determined that the median employee in terms of total 2024 compensation of all Company employees (other than Mr. Maxwell) received an estimated $125,920 in annual total compensation for 2024 (using the methodology for determining the compensation of our NEOs as reported in the Summary Compensation Table). Therefore, the estimated ratio of 2024 total compensation of our Chief Executive Officer to the median employee was approximately 24.06 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 604.54 Central African CFA francs to 1.00 U.S. dollar, which was the average exchange rate in 2024. For the Company’s employees in Egypt, amounts were converted from Egyptian pound to U.S. dollars using an exchange rate of 44.77 Egyptian pounds to 1.00 U.S. dollar, which was the average exchange rate in 2024. For the Company’s employees in Canada, amounts were converted from Canadian dollar to U.S. dollars using an exchange rate of 1.36 Canadian dollars to 1.00 U.S. dollar, which was the average exchange rate in 2024. To determine median employee compensation, we took the following steps:

  110. Chief Executive Officer Pay Ratio

    | • | We identified our employee population as of December 31, 2024, which consisted of approximately 230 full-time employees. |

  111. Chief Executive Officer Pay Ratio

    | • | With respect to employees other than Mr. Maxwell, we used SEC rules to determine total compensation for 2024 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. |

  112. 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. |

  113. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the five years in the period ended December 31, 2024. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table (“SCT”) for each applicable year to determine the “actual” compensation paid to our Principal Executive Officer (“PEO”) and the average “actual” compensation paid to our other Named Executive Officers (“Non-PEO NEOs”). The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our Non-PEO NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:

  114. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | SCT Total Compensation for Current CEO (Maxwell)(1) | Compensation Actually Paid to Current CEO (Maxwell)(1)(3) | SCT Total Compensation for Prior CEO (Bounds)(1) | Compensation Actually Paid to Prior CEO (Bounds)(1)(3) | Average SCT Total Compensation for Other NEOs(2)(3) | Average Compensation Actually Paid to Other NEOs(2) | Vaalco Cumulative TSR | Industry Index Cumulative TSR(4) | Peer Group Cumulative TSR(4) | Net Income ($M) | Company- Selected Performance Measure (Adjusted EBITDAX)($M) | | 2024 | $3,015,493 | $2,391,536 | | | $1,171,801 | $1,008,785 | $223.69 | $159.70 | $78.89 | $58.49 | $303.00 | | 2023 | $1,976,426 | $1,952,232 | | | $927,936 | $922,348 | $219.40 | $160.83 | $89.65 | $60.35 | $280.40 | | 2022 | $1,718,252 | $1,641,635 | | | $830,337 | $858,442 | $210.27 | $154.88 | $84.38 | $51.89 | $186.60 | | 2021 | $657,363 | $657,363 | $2,314,678 | $1,344,158 | $598,451 | $821,005 | $144.59 | $106.29 | $63.15 | $81.84 | $85.80 | | 2020 | | | $1,405,340 | $1,021,663 | $567,276 | $519,663 | $79.73 | $63.42 | $64.68 | ($48.18) | $26.60 |

  115. Pay Versus Performance

    | (1) George Maxwell has been CEO since April 19, 2021. He replaced Cary Bounds, who resigned from that role April 18, 2021. |

  116. Pay Versus Performance

    | (2) Other NEOs for the indicated years were, for 2024, Ronald Bain, Thor Pruckl, Matthew Powers, and Jason J. Doornik; for 2023, Ronald Bain, Thor Pruckl, Matthew Powers, and Jason J. Doornik; for 2022, Ronald Bain, David A. DesAutels, and Michael G. Silver; and, for 2021, Ronald Bain, David A. DesAutels, and Michael G. Silver. Mr. Bain was appointed as the Company’s Chief Financial Officer on June 21, 2021. |

  117. Pay Versus Performance

    | (3) The Company deducted from, or added to, SCT Total Compensation the amounts listed in the table below to calculate Compensation Actually Paid (“CAP”) in accordance with Item 402(v) of Regulation S-K. Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to SCT Total Compensation related to the value of benefits under such plans. |

  118. Pay Versus Performance

    | CEO | | | | | | | | | 2020 | 2021 | 2021 | 2022 | 2023 | 2024 | | | (Mr. Bounds) | (Mr. Bounds) | (Mr. Maxwell) | (Mr. Maxwell) | (Mr. Maxwell) | (Mr. Maxwell) | | Total Compensation as Reported in the Summary Compensation Table (SCT) | $1,405,340 | $2,314,678 | $657,363 | $1,718,252 | $1,976,426 | $3,015,493 | | Pension values reported in the SCT | $0 | $0 | $0 | $0 | $0 | $0 | | Fair value of equity awards granted during the fiscal year | ($524,300) | ($857,728) | $0 | ($521,502) | ($825,002) | ($1,683,465) | | Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | $0 | $0 | $0 | $0 | $0 | $0 | | Fair value of equity awards granted during the fiscal year - value at year-end | $805,249 | $878,910 | $0 | $444,885 | $846,385 | $1,103,325 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | ($237,767) | $550,113 | $0 | $0 | ($40,501) | ($134,806) | | Change in fair value from end of prior fiscal year to vesting date, for awards made in prior fiscal years that vested during current fiscal year | ($426,858) | $888,665 | $0 | $0 | ($17,683) | $74,747 | | Fair value of equity compensation forfeited in current fiscal year determined at end of prior fiscal year | $0 | ($2,430,480) | $0 | $0 | $0 | $0 | | Dividends or other earnings paid on equity awards during the year | $0 | $0 | $0 | $0 | $12,607 | $16,240.97 | | Compensation Actually Paid | $1,021,663 | $1,344,158 | $657,363 | $1,641,635 | $1,952,232 | $2,391,536 |

  119. 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 five most recently completed fiscal years, as well as the relationship between the Company’s cumulative TSR and the Peer Group’s TSR over such period.

  120. 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 five most recently completed fiscal years.

  121. 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 five most recently completed fiscal years.