DEF 14A of Talos Energy Inc., Apr 17, 2024

DEF 14A of Talos Energy Inc.

Filed Apr 17, 2024 · FY20230001193125-24-098605

Open on EDGAR

  1. Voting Methods

    | 59 | CEO Pay Ratio | | 60 | Pay Versus Performance | | 61 | Narrative Disclosure to Pay vs. Performance Table | | 62 | Disclosure of Most Important Performance Measures for 2023 Fiscal Year | | 63 | Compensation Committee Interlocks and Insider Participation | | 64 | Proposal 2: Non-Binding Advisory Vote on the Company’s Named Executive Officers | | 65 | Audit Committee Report | | 66 | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | | 68 | Proposal 4: Approval of Amended 2021 LTIP | | 78 | Proposal 5: Approval of the Exculpation Amendment | | 80 | Security Ownership of Certain Beneficial Owners and Management | | 81 | Delinquent Section 16(a) Reports | | 82 | Certain Relationships and Related Party Transactions | | 82 | Policies and Procedures for Review of Related Party Transactions | | 82 | Legal Fees | | 82 | Historical Transactions with Affiliates | | 84 | Support Agreements | | 84 | Board Designation Rights | | 85 | Registration Rights | | 85 | Offering Participation | | 86 | Questions and Answers About the Annual Meeting | | 94 | Stockholders Proposals; Identification of Director Candidates for Next Year | | A-1 | Annex A: Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan | | B-1 | Annex B: Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. |

  2. Board of Directors and Director Nominees

    Board of Directors and Director Nominees Independent Board: Our Board is comprised of a majority of independent directors. Non-Executive Chairman of the Board: Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018.

  3. Board of Directors and Director Nominees

    | 2024 PROXY STATEMENT | 1 |

  4. Board of Directors and Director Nominees

    Director Nominees: The Company has proposed the following three (3) director nominees for election to the Board at the Annual Meeting, each for a one-year term until the Company’s next annual meeting of stockholders to be held in 2025.

  5. Board of Directors and Director Nominees

    | Director Nominees | Age | Director Since | Independent* | Current Committee Memberships | | Neal P. Goldman Chairman Managing Member, SAGE Capital Investments | 54 | 2018 | ✓ | • Nominating & Governance (Chair) | | Paula R. Glover Director President, Alliance to Save Energy | 56 | 2021 | ✓ | • SSCR (Chair) | | Joseph A. Mills Director** Chief Executive Officer, Samson Resources II, LLC & Founder/Owner, Waterford Energy, LLC | 64 | 2024 | ✓ | • None |

  6. Board of Directors and Director Nominees

    | * As determined by the Board. |

  7. Board of Directors and Director Nominees

    | ** Serves as the Board designee of QuarterNorth pursuant to the QuarterNorth Merger Agreement (as defined herein). |

  8. Board of Directors and Director Nominees

    Other Directors: The Company’s other directors include:

  9. Board of Directors and Director Nominees

    | Directors | Age | Director Since | Independent* | Current Committee Memberships | | Timothy S. Duncan President and Chief Executive Officer, Director | 51 | 2018 | No | • None | | John “Brad” Juneau Director Co-Founder and Chairman, Contango Ore, Inc. (NYSE: CTGO) | 64 | 2018 | ✓ | • Audit • Nominating & Governance • SSCR • Technical (Co-Chair) | | Donald R. Kendall, Jr. Director Managing Director and Chief Executive Officer, Kenmont Capital Partners | 71 | 2018 | ✓ | • Audit • Compensation (Chair) | | Richard Sherrill Director President of Howard Low Carbons Solutions, Howard Energy Partners | 58 | 2023 | ✓ | • None | | Charles M. Sledge Director Former Chief Financial Officer, Cameron International Corporation | 58 | 2018 | ✓ | • Audit (Chair) • Compensation • Nominating & Governance | | Shandell Szabo Director Former Vice President of US Exploration, Anadarko Petroleum Corporation | 49 | 2023 | ✓ | • Compensation • SSCR • Technical (Co-Chair) |

  10. Board of Directors and Director Nominees

    | * As determined by the Board. |

  11. Board of Directors and Director Nominees

    | 2 | |

  12. Board of Directors and Director Nominees

    Standing Committees of the Board:

  13. Board of Directors and Director Nominees

    | AUDIT | COMPENSATION | NOMINATING & GOVERNANCE | SAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY | TECHNICAL |

  14. Board of Directors and Director Nominees

    Independent Board Committees: Each of the Board’s committees is composed entirely of independent directors. Board Committee Membership: The following table below provides for the current members and chairpersons of each standing committee of the Board.

  15. Board of Directors and Director Nominees

    | Director | Audit Committee | Compensation Committee | Nominating & Governance Committee | SSCR Committee | Technical Committee | | Duncan | | | | | | | Glover | | | | ✓* | | | Goldman | | | ✓* | | | | Juneau | ✓ | | ✓ | ✓ | ✓* | | Kendall | ✓ | ✓* | | | | | Mills | | | | | | | Sherrill | | | | | | | Sledge | ✓* | ✓ | ✓ | | | | Szabo | | ✓ | | ✓ | ✓* |

  16. Board of Directors and Director Nominees

    | * Serves as the Chairperson. |

  17. Board of Directors and Director Nominees

    Please see “Governance and Board Matters—Committees of the Board” for additional information regarding our Board’s standing committees.

  18. Board of Directors and Director Nominees

    | 2024 PROXY STATEMENT | 3 |

  19. Board Composition

    Board Composition Set forth below is biographical information about each of our current directors and our director nominees.

  20. Board Composition

    | | Neal P. Goldman Background: • Managing Member, SAGE Capital Investments, LLC, a consulting firm specializing independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials (2013 to Present) • Managing Director, Och Ziff Capital Management, LP (2014 to 2016) • Founding Partner, Brigade Capital Management, LLC (2007 to 2012) • Portfolio Manager, MacKay Shields LLC • Various positions at Salomon Brothers Inc. (mergers and acquisitions and high yield trading) Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Nominating and Governance Committee (Chair) – Audit Committee (Vice Chair; audit committee financial expert) – Compensation and Human Resources Committee • Diamond Offshore Drilling, Inc. (NYSE: DO) (May 2021 to Present) – Chairman • KLDisccovery Inc. (OTC: KLDI) (March 2024 to Present) Prior Public Boards: • Stone Energy Corporation (March 2017 to May 2018) – Chairman • Mallinckrodt plc (NYSE: MNK) (June 2022 to November 2023) – Human Resources and Compensation Committee (Chair) – Audit Committee (audit committee financial expert) • Core Scientific, Inc. (OTC: CORZQ) (2002 to 2023) • Various other public boards held prior to 2019, including Redbox Entertainment Inc., Ultra Petroleum Corporation, Midstates Petroleum Company, LLC, Ditech Holding Corporation (f/k/a Walter Investment Management Corp.) and Pimco Income Strategy Fund I and II | | Chairman Age: 54 Director since: 2018 | | | Committees: • Nominating & Governance (Chair) | | | Education: University of Michigan, B.A. University of Illinois, M.B.A. | | | | We believe Mr. Goldman’s involvement in strategic and financial planning, and public company corporate governance, and his leadership experience on multiple boards, bring valuable leadership and perspective to our Board of Directors. |

  21. Board Composition

    | 2024 PROXY STATEMENT | 7 |

  22. Board Composition

    | | Timothy S. Duncan Background: • Co-founder, President and Chief Executive Officer, Talos Energy Inc. (NYSE: TALO) (February 2012 to Present) • Senior Vice President of Business Development and Founder, Phoenix Exploration Company, LP, which was sold to Apache Corporation in August 2011 (2006 to 2011) • Manager of Reservoir Engineering and Evaluations, Gryphon Exploration (2000 to 2005) • Various reservoir engineering and portfolio evaluation functions for Amerada Hess Corporation, Zilkha Energy Company and Pennzoil E&P Company (1995 to 2000) Leadership/Service: • Dean’s Advisory Council for College of Engineering and the Foundation Board at Mississippi State University • National Ocean Industries Association (NOIA) – Chair (2021 to 2022) – Vice Chair (2020 to 2021) – Director (Present) • American Cancer Society CEOs Against Cancer • Appointed by U.S. Secretary of Energy to the National Petroleum Council (2024-2025) Current Public Boards: • Chesapeake Energy Corporation (NASDAQ: CHK) (February 2021 to Present) – Audit Committee (audit committee financial expert) – Compensation Committee – ESG Committee Other Expertise, Associations and Honors: • Over the last 20 years, helped developed two other exploration and production companies from the ground up • Society of Petroleum Engineers • Independent Petroleum Association of America • Named Ernst & Young Entrepreneur of the Year for the Energy & Energy Services sector in the Gulf Coast area (June 2016) • Honored as a Distinguished Fellow of the College of Engineering at Mississippi State University (2012) • Honored as one of 20 Agents of Change in Energy for Hart Energy’s 50th anniversary inaugural recognition ceremony (2023) | | President and Chief Executive Officer, Director Age: 51 Director since: 2018 | | | Committees: • None | | | Education: Mississippi State University, B.S. (Petroleum Engineering) Bauer Executive Program at the University of Houston, M.B.A. | | | | Mr. Duncan brings executive leadership as a senior officer of oil and gas companies as well as extensive experience as a reservoir engineer and broad industry knowledge as a member of our Board of Directors. |

  23. Board Composition

    | 8 | |

  24. Board Composition

    | | Paula R. Glover Background: • President, Alliance to Save Energy (January 2021 to Present) • President and Chief Executive Officer, American Association of Blacks in Energy (“AABE”), a non-profit professional association focused on ensuring that African Americans and other minorities have input into the discussions and development of energy policy, regulations and environmental issues (July 2013 to January 2021) • Vice President of Operations and Director of Communications, AABE (October 2008 to July 2013) • Appointed by the U.S. Secretary of Energy to the National Petroleum Council (March 2014 to Present) • More than 25 years in the energy industry, having held positions of increasing scope and responsibility across the consumer and community sides of the energy industry Leadership: • Alliance to Save Energy, Board of Directors (June 2017 to Present) • Groundswell, Board of Directors (Governance Committee Chair) • Keystone Policy Center, Board of Directors (member of Executive Committee) • Resources for the Future, Board of Directors Other Current Public Boards: • None | | Director Age: 56 Director since: 2021 | | | Committees: • SSCR (Chair) | | | Education: University of Delaware, B.S. (Marketing Management) | | | | We believe that Ms. Glover’s diverse professional experience in the energy industry and experience with public policy in the energy industry make her a valuable member of our Board of Directors. |

  25. Board Composition

    | | John “Brad” Juneau Background: • Co-founder and Chairman of the Board, Contango ORE, Inc. (NYSE: CTGO), a publicly traded gold exploration company (2012 to Present) • President and Chief Executive Officer, CTGO (August 2012 to January 2020) • Founder, Sole Manager and General Partner, Juneau Oil and Gas, LLC, an exploration and production oil and natural gas company (1998 to Present) • Senior Vice President of Exploration, Zilkha Energy Company (1987 to 1998) • Staff Petroleum Engineer, Texas International Company responsible for reservoir engineering, acquisitions and evaluations • Production Engineer, Enserch Corporation Current Public Boards: • Contango ORE, Inc. (NYSE: CTGO) (2012 to Present) – Chairman (2013 to Present) Prior Boards: • Stone Energy Corporation (March 2017 to May 2018) | | Director Age: 64 Director since: 2018 | | | Committees: • Audit • Nominating & Governance • SSCR • Technical (Co-Chair) | | | Education: Louisiana State University, B.S. (Petroleum Engineering) | | | | We believe that Mr. Juneau’s extensive industry background, including his expertise in reservoir engineering and exploration and production, bring valuable perspective and technical expertise to the Board of Directors. |

  26. Board Composition

    | 2024 PROXY STATEMENT | 9 |

  27. Board Composition

    | | Donald R. Kendall, Jr. Background: • Founding Managing Director and Chief Executive Officer, Kenmont Capital Partners, a private investment and advisory firm (October 1998 to Present) • General Partner, New Climate Ventures (an early-stage venture capital firm that focuses on innovative companies that reduce or avoid carbon) (November 2020 to Present) • Former President, Cogen Technologies Capital Company, a power generation firm (1993 to 1998) • Executive Chairman and Chief Executive Officer, Palmetto Partners, a family office and investment management company for a Forbes 400 family (1993 to 1998) • Formerly ran project finance and leasing groups at Credit Suisse First Boston, Drexel Burnham and Morgan Stanley Other Current Public Boards: • None Prior Boards: • American Midstream Partners LP (2013 to 2019) – Audit Committee – Conflicts Committee • Solar City Corporation (2012 to 2016) – Audit Committee (Chair) – Special Committee (Chair) for SolarCity’s acquisition by Tesla – Compensation Committee • Stream Energy (privately held) (2012 to 2017) – Audit Committee (Chair) – Compensation Committee – Nominating and Governance Committee Other Leadership and Experience: • Extensive experience in restructurings and workouts, reorganizations and recapitalizations, mergers and acquisitions, and public offerings • Board Member of Bat Conservation International, Earthwatch International, Ecological Defense Group, Incorporated and Mar Alliance • Trustee of Hamilton College and member of the Investment Committee, the Board of Overseers of The Amos Tuck School of Business Administration at Dartmouth College, Chair of the Jane Goodall Institute, Vice Chair of the Houston Zoo, Inc. and a member of its Conservation Committee and chair of multiple committees of various nonprofits boards | | Director Age: 71 Director since: 2018 | | | Committees: • Audit • Compensation (Chair) | | | Education: Hamilton College, B.A. (Economics) The Amos Tuck School of Business Administration at Dartmouth College, M.B.A. | | | | We believe that Mr. Kendall’s extensive executive management experience, including as a chief executive officer, and his perspective having served on various public and private company boards, make him a valuable member of our Board of Directors. |

  28. Board Composition

    | 10 | |

  29. Board Composition

    | | Joseph A. Mills Background: • Chief Executive Officer, Samson Resources II, LLC, a privately held exploration and production company (September 2023 to Present; March 2017 to March 2021) • Executive Chairman and Principal Executive Officer, Roan Resources Company (f/k/a NYSE: ROAN) (November 2018 to December 2019) • Founder and Owner, Waterford Energy, LLC (October 2015 to Present) • Chairman of the Board and Chief Executive Officer, Eagle Rock Energy Partners, L.P. (f/k/a NASDAQ: EROC) a midstream/upstream master limited partnership (May 2007 to October 2015) • Founder and Chief Executive Officer, Montierra Minerals & Production, L.P. (April 2006 to October 2016) • Senior Vice President of Operations, Black Stone Minerals Company, L.P. (September 2003 to January 2006) • Senior Vice President, Technical Services and Gulf of Mexico Division (2001 to 2003); Vice President of Land and Acquisitions (1999 to 2001) of El Paso Production Company • Various Vice President level management roles on and offshore, Sonat Exploration Company (1982 to 1999) Other Current Public Boards: • None Current Private Boards: • Samson Resources II, LLC (March 2017 to Present) • Riviera Resources, Inc. (f/k/a Linn Energy Inc.) (January 2020 to Present) – Audit Committee (Chair) • Liberty Resources Company (October 2020 to Present) • Caliber Midstream Company (March 2022 to Present) – Chairman Prior Boards: • QuarterNorth Energy Inc. (August 2021 to February 2024) – Audit Committee (Chair; audit committee financial expert) – Operations/ESG and Compensation Committees • Hawkes Acquisition Corporation (NYSE: HWKZ) (March 2021 to July 2023) – Audit and Compensation Committees • Roan Resources Company (f/k/a NYSE: ROAN) (2018 to 2019) – Executive Chairman • CUI Global, Inc. (NASDAQ: CUI) (2015 to 2016) – Audit Committee • Eagle Rock Energy Partners, L.P. (f/k/a NASDAQ: EROC) (May 2007 to October 2015) – Chairman • Montierra Minerals and Production, LP (April 2006 to October 2016) Other Leadership and Experience: • Former audit committee and audit committee financial expert for NYSE / NASDAQ criteria • Governance, Risk Assessment and Mitigation background • Financial Oversight experience • Operational execution and turnaround expertise • Completed over $28 billion of M&A transactions over 40-year career | | Director Age: 64 Director since: 2024 | | | Committees: • None Education: The University of Texas at Austin, B.A., Petroleum Land Management University of Houston, M.B.A | | | | We believe Mr. Mills’ 40+ year career in the upstream, midstream and mineral industry, as well as public company CEO-level management experience and prior board leadership in the exploration and production industry, make him a valuable member of our Board of Directors. |

  30. Board Composition

    | 2024 PROXY STATEMENT | 11 |

  31. Board Composition

    | | Richard Sherrill Background: • President, Howard Low Carbon Solutions (“HLCS”), an energy transition company focused on carbon capture, transportation and sequestration of CO2 which was formed in 2023 with the merger of CAP (November 2023 to Present) • Founding Partner and President, Clean Aire Partners (“CAP”), an energy transition company formed in 2021 which focused on carbon capture, processing, transportation, and sequestration of CO2 and merged with HLCS in 2023 (2021 to 2023) • President and Director, Ceritas Energy (“Ceritas”), a midstream natural gas company focused on providing producers with midstream gathering and processing solutions in various onshore regions of the U.S. and backed by private equity firms Quantum Energy Partners and Energy Spectrum Partners (2003 to 2019) • Chief Commercial Officer, Duke Energy North America (“DENA”), a subsidiary of Duke Corporation (NYSE: DUK) with commercial responsibilities for nonregulated natural gas and power (1998 to 2003) • Vice President, Natural Gas Clearinghouse (ultimately Dynegy, Inc.) holding various commercial positions in finance, physical and financial trading (1992 to 1998) • Vice President, First Interstate Bank of Texas (now part of Wells Fargo) working with upstream, midstream and energy merchant clients in the Energy Lending Group (1988 to 1992) Other Current Public Boards: • None Current Private Boards: • ARM Energy Prior Boards: • EnVen Energy Corporation (2015 to February 2023 when EnVen was acquired by Talos) – Lead Director – Audit Committee (Chair) – Risk and Compensation Committees • Castex Energy (2018 to 2021) – Audit Committee (Chair) – Risk Committee • Ceritas Energy, Director | | Director Age: 58 Director since: 2023 | | | Committees: • None Education: The University of Texas at Austin, B.B.A. (Finance) | | | | We believe that Mr. Sherrill’s over 30 years of experience in the oil and gas industry and prior board experience in the energy sector bring valuable skills and perspective to our Board of Directors |

  32. Board Composition

    | 12 | |

  33. Board Composition

    | | Charles M. Sledge Background: • Chief Financial Officer, Cameron International Corporation, an oilfield services company (2008 until its sale to Schlumberger Limited in 2016) • Corporate Controller, Cameron International Corporation (2001 to 2008) Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Chairman – Audit Committee (Chair) – Safety, Environment and Sustainability Committee • Noble Corporation plc (NYSE: NE) (February 2021 to Present) – Chairman Prior Boards: • Stone Energy Corporation (March 2017 to May 2018) • Vine Resources, Inc., Non-executive Chairman • Expro International, Non-executive Chairman | | Director Age: 58 Director since: 2018 | | | Committees: • Audit (Chair) • Compensation • Nominating & Governance Education: Louisiana State University, B.S. (Accounting) Harvard Business School Advanced Management Program | | | | We believe that Mr. Sledge’s extensive financial, public company reporting and accounting background, including 20 years of experience as a financial executive in the energy industry, and experience in M&A, capital market transactions, capital allocation strategy and evaluating cybersecurity risk, makes him a valuable member of our Board of Directors. |

  34. Board Composition

    | 2024 PROXY STATEMENT | 13 |

  35. Board Composition

    | | Shandell Szabo Background: • Nearly 20 years with Anadarko Petroleum Corporation (“Anadarko”) in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of Mexico, including: – Vice President of US Exploration (2018 to 2019) – Vice President of Lower 48 Onshore Exploration (2016 to 2018) – Director of Investor Relations (2015 to 2016) – Exploration Manager Greater Permian (2014 to 2015) – General Manager of the Anadarko’s Freestone, Chalk, and Hugoton fields (2013 to 2015) – Geoscience Manager Haynesville East Texas (2011 to 2013) – Regional Gulf of Mexico Manager (2009 to 2010) • Prior to Anadarko, various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of Mexico • Advisor, Bain Co., consulting on energy matters (Present) Leadership: • Montgomery County executive leadership team for the Leukemia and Lymphoma Society • Chair - 2022 & 2023 Student Visionaries of the Year leadership program, Leukemia and Lymphoma Society • Corporate Regional Council for the United Way of Greater Houston Other Current Public Boards: • None Current Private Boards: • Biota Technologies – Chairman – Compensation Committee (Chair) Prior Boards: • EnVen Energy Corporation (2020 until February 2023 when EnVen was acquired by Talos) – Risk/Safety Committee (Chair) – Compensation Committee | | Director Age: 49 Director since: 2023 | | | Committees: • Compensation • SSCR • Technical (Co-Chair) Education: University of Michigan, B.S. (Environmental Science, concentration Geology) Texas Christian University, M.S. (Environmental Science, concentration Geology) | | | | We believe that Ms. Szabo’s extensive experience in the oil and gas sector at various management level positions for nearly 20 years and her expertise in exploration and geologic risk and reservoir engineering, economics, and planning provide a valuable, operations-level perspective as a member of the Board of Directors. |

  36. Board Composition

    | 14 | |

  37. Qualifications, Skills and Experience of Our Directors & Director Nominees

    Qualifications, Skills and Experience of Our Directors & Director Nominees We believe the members of our Board possess a broad variety of personal attributes, experience and skills giving our Board the depth and breadth necessary to effectively oversee management on behalf of our stockholders. Our Board is committed to diversity and the importance of different backgrounds, perspectives and views. The matrix below represents some of the key skills that our Board has identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy. The matrix does not include all knowledge, skills, experience or other attributes of our directors and director nominees, which may be relevant and valuable to their service on our Board. The diversity of knowledge, skill, experience and attributes of our directors and director nominees, collectively, lends itself to a highly collaborative and effective Board.

  38. Corporate Governance Guidelines

    | • | director compensation; |

  39. Director Compensation

    Director Compensation Non-employee director compensation elements are designed to:

  40. Director Compensation

    | • | Align director compensation with long-term stockholder interests; |

  41. Director Compensation

    | • | Ensure the Company can attract and retain outstanding director candidates; |

  42. Director Compensation

    | • | Recognize substantial time commitments necessary to fulfill the responsibilities of a director and oversee the affairs of the Company; and |

  43. Director Compensation

    | • | Support the independence of thought and action expected of directors. |

  44. Director Compensation

    Non-employee director compensation levels are reviewed by the Compensation Committee each year, and resulting recommendations are presented to the full Board for approval. The Compensation Committee’s independent compensation consultant provides information on current developments and practices in director compensation. The Compensation Committee utilizes the same independent compensation consultant retained by the committee to advise on executive compensation to provide this analysis regarding director compensation. The non-employee director compensation program includes:

  45. Director Compensation

    | • | annual cash retainers; |

  46. Director Compensation

    | • | annual grants of restricted stock units (“RSUs”); |

  47. Director Compensation

    | • | supplemental cash retainers for chair and committee service; |

  48. Director Compensation

    | • | for certain committee(s), a monthly retainer (in addition to or in lieu of supplemental committee retainers) based on the time commitment, technical nature of responsibilities and/or other factors; and |

  49. Director Compensation

    | • | reimbursement of reasonable expenses incurred to attend Board meetings or other functions relating to responsibilities as a director. |

  50. Director Compensation

    The tables below set forth the 2023 compensation program for our non-employee directors.

  51. Director Compensation

    | Type of Payment | Amount Paid | Features | | Annual Cash Retainer | Non-Executive Chairman: • $150,000 Directors: • $80,000 | Paid in quarterly installments. | | Annual Equity Award | Non-Executive Chairman: • $230,000 Directors: • $160,000 | Granted in the form of RSUs that vest on the first anniversary of the date of grant. Directors may elect to defer settlement of their RSUs until a later date. New non-employee directors receive a pro-rated annual equity grant. Shares issued in settlement of RSUs are subject to the Company’s stock ownership requirements. |

  52. Director Compensation

    | 2024 PROXY STATEMENT | 27 |

  53. Director Compensation

    Directors also received supplemental cash retainers for service on Board committees in the following amounts during 2023:

  54. Director Compensation

    | Role | Amount Paid(1) | Type of Payment | Terms of Payment | | Audit Committee | Chair: • $25,000 Member: • $12,500 | | | | Compensation Committee | Chair: • $15,000 Member: • $7,500 | | | | Safety, Sustainability and Corporate Responsibility Committee | Chair: • $15,000 Member: • $7,500 | Supplemental annual cash retainer | Paid in quarterly installments | | Nominating & Governance Committee | Chair: • $10,000 Member: • $5,000 | | | | Technical Committee (established May 2023) | Co-Chairs: • $15,000(2) | | | | CCS Investment Committee (established February 2023) | Member: $20,000 per month | Monthly cash retainer | Paid monthly |

  55. Director Compensation

    | (1) The Non-Executive Chairman, who currently also serves as the Chairman of the Nominating & Governance Committee, is not eligible to receive the supplemental retainers provided to chairs and members of the committees. |

  56. Director Compensation

    | (2) Beginning on April 1, 2024 for an initial period of six months, members of the Technical Committee will be paid a monthly cash retainer of $20,000 per month for their service on that committee. Thereafter, the Company intends that members will receive a supplemental annual cash retainer of $10,000 and chairpersons will receive a supplemental annual cash retainer of $20,000, paid quarterly. |

  57. Director Compensation

    Each non-employee director may additionally receive $1,500 for each meeting of the Board or a committee (other than the CCS Investment Committee) above 10 meetings (both in-person and telephonic). Each director is also reimbursed for reasonable travel and miscellaneous expenses incurred to attend meetings and activities of the Board and the committees. Our Non-Executive Chairman participates in our medical and dental plans but pays the full cost of the premiums out of pocket. In accordance with our non-employee director compensation program, we granted RSUs to each non-employee director on March 5, 2023, which vested in full on March 5, 2024, subject to the non-employee director’s continued service. In the year prior to grant, each non-employee director was provided the opportunity to defer the settlement of their RSUs until a later date, as timely selected pursuant to the deferral election form. Following the vesting date, or such later date as elected by the director pursuant to the deferral election, these RSUs are settled 60% in shares of our common stock and 40% in cash, unless the director timely elects for the awards to be settled 100% in shares of our common stock. Vesting of the RSUs will accelerate in full upon (i) a termination of the non-employee director’s service due to death or (ii) a “change in control” (as defined in the applicable long-term incentive plan). Our non-employee directors are also subject to the Talos Energy Inc. Stock Ownership Policy (the “Stock Ownership Policy”), as further described below under “Executive Compensation Matters—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy.”

  58. Director Compensation

    | 28 | |

  59. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The table below reflects the cash compensation earned during 2023 and the value of RSUs granted during 2023 by the members of the Board that are compensated by us for their service on the Board.

  60. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees earned or paid in Cash | Stock Awards(1) | Total | | Paula R. Glover | $107,000 | $147,730 | $254,730 | | Neal P. Goldman(2) | $362,000 | $212,356 | $574,356 | | John “Brad” Juneau | $113,875 | $147,730 | $261,605 | | Donald R. Kendall, Jr.(2) | $321,375 | $147,730 | $469,105 | | Richard Sherrill | $96,500 | $147,730 | $244,230 | | Charles M. Sledge(2) | $323,875 | $147,730 | $471,605 | | Shandell Szabo | $99,625 | $147,730 | $247,355 |

  61. 2023 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column represent the aggregate grant date fair value of the RSUs granted to the directors during the 2023 fiscal year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The FASB ASC Topic 718 value for the RSUs was calculated using the average of the high and low price per share of our common stock on the date of grant or, to the extent the date of grant was not a trading day, the last trading day immediately prior to the date of grant ($16.30 for all directors for RSUs granted March 5, 2023) applied to the total number of RSUs granted. Additional information regarding the assumptions underlying these calculations is available in Notes 2 and 10 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, the following unvested RSU awards were held by each non-employee directors: (i) for Mr. Goldman, 13,032 RSUs, and (ii) for Mses. Glover and Szabo and Messrs. Juneau, Kendall, Sherrill and Sledge, 9,066 RSUs, each of which became fully vested on March 5, 2024. Additionally, as of December 31, 2023, certain directors held the following RSUs which are fully vested but subject to deferred settlement at the time elected by each director pursuant to the deferral election form in effect in the year prior to the year of grant: (A) for Mr. Goldman, 34,064 RSUs, (B) for Mr. Sledge, 11,048 RSUs, (C) for Mr. Kendall, 11,612 RSUs and (D) for Ms. Glover, 11,612 RSUs. |

  62. 2023 DIRECTOR COMPENSATION TABLE

    | (2) Includes additional monthly cash retainers for service on the CCS Investment Committee. |

  63. Executive Director Compensation

    Executive Director Compensation The Compensation Committee approved a compensation package for Mr. Duncan as CEO for the 2023 Fiscal Year (as defined below). Mr. Duncan is an employee of the Company and does not receive any additional compensation for serving as a director.

  64. Executive Director Compensation

    | 2024 PROXY STATEMENT | 29 |

  65. Executive Director Compensation

    Set forth below is biographical information about each of our executive officers.

  66. Executive Director Compensation

    | President and CEO, Director Age: 51 Officer since: 2018 | Timothy S. Duncan Mr. Duncan co-founded Talos Energy Inc. (NYSE: TALO) in February 2012 and has served as President and Chief Executive Officer of Talos since 2018. Prior to joining Talos, Mr. Duncan served as the Senior Vice President of Business Development and founder of Phoenix Exploration Co. LP (“Phoenix Exploration”) from 2006 to 2011, which was then sold to Apache Corporation in August 2011. Prior to that, Mr. Duncan served as the Manager of Reservoir Engineering and Evaluations of Gryphon Exploration Co. from 2000 to 2005. Prior to Gryphon, Mr. Duncan served in various reservoir engineering and portfolio evaluation functions for Amerada Hess Corporation, Zilkha Energy Company and Pennzoil E&P Company from 1995 to 2000. Mr. Duncan has served on the board of directors of Chesapeake Energy Corporation (NASDAQ: CHK) since February 2021, where he is a member of the Audit, Compensation and ESG Committees. Mr. Duncan is the past Chairman, from 2021 to 2022 and a past Vice Chair, from 2020 to 2021 of the National Ocean Industries Association (NOIA) and currently serves on their board of directors. Mr. Duncan is a member of the American Cancer Society CEOs Against Cancer. Mr. Duncan also serves on various academically focused boards including the College of Engineering Dean’s Advisory Council and the Foundation Board at Mississippi State University. Mr. Duncan was recently appointed by the U.S. Secretary of Energy to serve on the National Petroleum Council for the 2024-2025 term. Mr. Duncan holds a B.S. in Petroleum Engineering from Mississippi State University and an M.B.A. from the Bauer Executive Program at the University of Houston. |

  67. Executive Director Compensation

    | Executive VP of New Ventures Age: 68 Officer since: 2018 | John A. Parker Mr. Parker currently serves as our Executive Vice President of New Ventures as of 2023, and previously served as our Executive Vice President of Exploration since May 2018. Prior to Talos Energy LLC, Mr. Parker founded Phoenix Exploration in April 2006, where he served as Senior Vice President of Exploration and was responsible for Phoenix Exploration’s exploration program. Phoenix Exploration made several significant discoveries resulting in impactful reserve additions, which led to the sale of the company to a group of buyers led by Apache Corporation. Prior to Phoenix Exploration, Mr. Parker was Exploration Manager of the Texas Shelf at Gryphon Exploration Company, where he generated prospects and supervised the prospect generation of the Texas exploration team. His exploration team was responsible for 72% of the reserves discovered at Gryphon. Mr. Parker also worked as an exploration geologist for EOG Resources, Inc. in the Gulf of Mexico. Mr. Parker started his career at Shell Oil Company where he worked as an exploration geologist in the Gulf Coast onshore. He later worked exploring in international basins at Pecten, the international subsidiary of Shell Oil Company. Mr. Parker earned his BA from Louisiana State University and his MS in Earth Science from the University of New Orleans and has more than 34 years of industry experience. |

  68. Executive Director Compensation

    | 30 | |

  69. Executive Director Compensation

    | Executive VP, General Counsel and Secretary Age: 54 Officer since: 2018 | William S. Moss III Mr. Moss has served as our Executive Vice President, General Counsel and Secretary since May 2018. Mr. Moss previously served as Senior Vice President and General Counsel of Talos Energy LLC from May 2013 to May 2018. Prior to Talos Energy LLC, Mr. Moss was a partner at Mayer Brown LLP in Houston where he was the head of the Houston Corporate Practice. Mr. Moss joined Mayer Brown LLP in May 2005. At Mayer Brown LLP, Mr. Moss’s practice focused on mergers and acquisitions, securities offerings and general corporate and securities matters and he represented clients throughout the energy value chain. Mr. Moss joined Talos Energy LLC after having represented Talos Energy LLC as outside counsel in its initial formation and its subsequent acquisition of Energy Resource Technology, LLC from Helix Energy Solutions Group, Inc. in February of 2013. Mr. Moss also represented Phoenix Exploration in its initial formation in April 2006, acquisitions and ultimate sale to a group of buyers led by Apache Corporation. Prior to joining Mayer Brown LLP, Mr. Moss worked at Baker Botts, L.L.P. Mr. Moss has an AB from Dartmouth College, a MPhil from Cambridge University and a J.D. from The University of Texas School of Law. |

  70. Executive Director Compensation

    | Executive Vice President and Head of Operations Age: 53 Officer since: 2023 | John B. Spath Mr. Spath has served as the Executive Vice President and Head of Operations of the Company since December 2023. Prior to that, Mr. Spath served as Senior Vice President of Operations, overseeing Production Operations, Drilling and Completions, Facilities and Major Projects, ARO Operations and Supply Chain. Mr. Spath was promoted in May 2018 to Senior Vice President of Drilling and Production Operations, where he was responsible for several operational functions during varying times, including Production Operations, Production Engineering, Drilling and Completions, ARO Operations, Regulatory Compliance and Supply Chain. In November 2015, Mr. Spath was appointed to Vice President of Production Operations, overseeing multiple operational activities, including Production Operations, Production Engineering, ARO Operations, and Facilities Engineering. Mr. Spath joined the Company as a Drilling Manager in 2013. Mr. Spath has over 28 years of experience in the energy industry. Mr. Spath began his career at J. Ray McDermott as a Process Engineer in 1995, followed by over eight years at Marathon Oil Corporation, leading offshore projects as a Facilities Engineer, Production Foreman and Deepwater Drilling Engineer. Mr. Spath continued to hold various offshore drilling roles, as an international and Independent Deepwater Consultant on deepwater Drilling and Completion projects for Mariner Energy, Inc., Stone Energy Corporation, Deep Gulf Energy LP and Helix Energy Solutions Group. Mr. Spath graduated from the University of Louisiana at Lafayette in 1995 with a Bachelor of Science in Mechanical Engineering and is a licensed professional engineer in the state of Texas. Mr. Spath is a member of the Energy Education Council’s Board of Directors. Mr. Spath is also the Chairman of the Ronald McDonald House charity golf tournament. |

  71. Executive Director Compensation

    | 2024 PROXY STATEMENT | 31 |

  72. Executive Director Compensation

    | Senior Vice President and Chief Financial Officer Age: 43 Officer since: 2023 | Sergio L. Maiworm, Jr. Mr. Maiworm has served as the Senior Vice President and Chief Financial Officer of the Company since June 2023 and previously served as the Vice President of Finance, Investor Relations and Treasurer of the Company since May 2019. Mr. Maiworm joined the Company in April 2018 as Director of Finance and Investor Relations. Prior to joining the Company, Mr. Maiworm was an energy investment banker with Deutsche Bank from September 2015 to April 2018, where he advised clients in the E&P sector on public and private capital raisings and strategic transactions. Before Deutsche Bank, Mr. Maiworm was a Manager in the global Mergers & Acquisitions group of Royal Dutch Shell plc based in Houston from October 2013 to September 2015. Previously, Mr. Maiworm served as a Director of Finance at ION Geophysical Corporation and spent over eight years at Transocean Ltd., where he held positions of increasing responsibility in accounting and finance in Houston, Brazil and Switzerland. Mr. Maiworm started his career in the Audit practice of Deloitte & Touche in 2004. Mr. Maiworm earned a B.S. in Business Administration from the Pontificia Universidade Catolica do Rio de Janeiro (PUC-Rio) and an M.B.A. from the McCombs School of Business at the University of Texas at Austin. Mr. Maiworm is also a graduate of Harvard Business School’s General Management Program. |

  73. Executive Director Compensation

    | Vice President and Chief Accounting Officer Age: 40 Officer since: 2019 | Gregory M. Babcock Mr. Babcock has served as our Vice President and Chief Accounting Officer (Principal Accounting Officer) since August 2019. Previously, Mr. Babcock served as the Company’s Corporate Controller from May 2018 to August 2019. Prior to that, Mr. Babcock served as the Assistant Controller of Talos Energy LLC from September 2015 until the May 2018 business combination of Talos Energy LLC and Stone Energy Corporation pursuant to which Talos Energy LLC became a wholly owned subsidiary of the Company. Before his promotion to Assistant Controller, Mr. Babcock served as Financial Reporting Manager of Talos Energy LLC from May 2014 to September 2015. Prior to his tenure with Talos Energy LLC, Mr. Babcock worked for Deloitte & Touche, holding positions of increasing responsibility in audit and mergers and acquisitions transaction services. Mr. Babcock began his career with Deloitte & Touche in 2007. Mr. Babcock is a Certified Public Accountant and holds a MS in Finance and BBA in Accounting from Texas A&M University. |

  74. Executive Director Compensation

    | 32 | |

  75. Compensation Objectives and Practices

    | What We Do | What We Don’t Do | | ✓ Pay for performance, including for sustained performance over multi-year performance periods ✓ Make a significant portion of compensation performance-based and at-risk (87% for CEO) ✓ Compensation Committee retains independent compensation consultant and counsel ✓ Utilize an appropriate peer group in determining compensation elements and levels of pay ✓ Maintain stock ownership requirements for executives and directors ✓ Maintain a strong clawback policy ✓ Perform annual risk assessment of executive compensation program | × No excessive perquisites × No tax gross-ups × No current dividend payments on unvested equity awards × No single-trigger change in control payments or vesting of equity awards under our Long Term Incentive Plan × No hedging or pledging of Company securities × No individualized employment or severance agreements for our executive officers |

  76. Say-on-Pay Vote

    Say-on-Pay Vote In 2023, 85% of the stockholders who cast a vote voted to approve, on an advisory basis, the compensation of our Named Executive Officers for that year (commonly referred to as a “Say-on-Pay” vote). The Compensation Committee understands, as a result of shareholder feedback, that the somewhat lower level of support in 2022 and 2023 as compared to prior years, was primarily the result of the cancellation of the Company’s performance share units (“PSUs”) and grant of retention RSUs in their place in 2022. The Board and the Compensation Committee value performance-based compensation and only took such action after great deliberation. The Board determined that the cancellation and regrant was necessary to retain and motivate the valued executive team and that the low performance with respect to the canceled PSUs was largely the result of factors outside the control of our executive team. The Compensation Committee and the Board do not anticipate taking any similar action in the future. For additional information regarding these matters please see the proxy statement filed by the Company in 2023. Through stockholder outreach, we asked for and received meaningful stockholder feedback on specific elements of our executive compensation program in 2022. The stockholders we spoke with during 2023 did not identify concerns regarding our executive compensation program. As a result, our Compensation Committee did not elect to make any material changes to our executive compensation program in 2023. We seek a non-binding advisory vote on the compensation of Named Executive Officers annually. The Board unanimously recommends that stockholders vote for the approval, on a non-binding advisory basis, of the Named Executive Officer compensation for the fiscal year ended December 31, 2023 as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. The next non-binding advisory vote on the frequency of non-binding advisory votes on our Named Executive Officer compensation will be held in 2025.

  77. Role of the Compensation Committee

    | • | review, modify and approve our peer companies; |

  78. Role of the Compensation Consultant

    Role of the Compensation Consultant During 2023, the Compensation Committee engaged Meridian as its independent compensation consultant. Meridian provided advice, relevant market and peer group data, current trends and practices and other input related to executive and director compensation to the Compensation Committee and the Board in structuring our 2023 compensation program. The information provided by Meridian was utilized by the Compensation Committee and Board in making decisions regarding executive and director compensation. Meridian reported directly and exclusively to the Compensation Committee and did not provide any other services to the company, management or our affiliates. Meridian did not make compensation-related decisions for the Compensation Committee, the Board or otherwise with respect to the company. Although the Compensation Committee and the Board generally reviewed and considered information and recommendations provided by Meridian, the Compensation Committee and the Board have the sole responsibility and authority to make all compensation-related decisions.

  79. Conflicts of Interest and Independence of the Compensation Consultant and Compensation Legal Counsel

    Conflicts of Interest and Independence of the Compensation Consultant and Compensation Legal Counsel The Compensation Committee has the discretion to allow compensation consultants and counsel to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration. During 2023, and after taking into consideration the factors listed in Section 303A.05(c)(iv) of the NYSE Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Cooley or Meridian and that Cooley and Meridian each are independent from management.

  80. Peer Group

    Peer Group The companies that comprise the peer group reflect companies in the oil and gas exploration and production industry against which we compete for business opportunities, investor capital and/or executive talent. In selecting the Company’s peer group, the Compensation Committee reviews the peer group to determine if the number of companies is appropriate and provides statistical validity. Each year, the Compensation Committee revisits the qualifications of the current peer group, including scope of operations; geographic location; financial and operational metrics (including value of assets, enterprise value, market capitalization, and revenue); and the availability of market compensation data of the proposed peer group. The Compensation Committee may consider modifications from time to time resulting from changes in business strategy, mergers and acquisitions, bankruptcies or other factors that may cause peer companies to no longer exist or to no longer be comparable to our business.

  81. Peer Group

    | 36 | |

  82. Peer Group

    Based on the foregoing criteria, in 2023, the Compensation Committee and the Board, with input from Meridian, determined that the companies listed in the table below reflect an appropriate peer group to inform decisions regarding 2023 compensation levels (the “2023 Peer Group”):

  83. Peer Group

    | 2023 Peer Group | | | Berry Corporation (NASDAQ: BRY) | Matador Resources Company (NYSE: MTDR) | | Callon Petroleum Company (NYSE: CPE) | Murphy Oil Corporation (NYSE: MUR) | | California Resources Corporation (NYSE: CRC) | PDC Energy, Inc.(3) | | Civitas Resources, Inc. (NYSE: CIVI)(1) | Permian Resources Corporation (NYSE: PR)(4) | | Chord Energy Corporation (NASDAQ: CHRD)(2) | Ranger Oil Corporation(3) | | Denbury Inc.(3) | Southwestern Energy Company (NYSE: SWN) | | Kosmos Energy Ltd. (NYSE: KOS) | Vital Energy, Inc. (NYSE: VTLE)(5) | | Magnolia Oil & Gas Corporation (NYSE: MGY) | W&T Offshore, Inc. (NYSE: WTI) |

  84. Peer Group

    | (1) Civitas Resources, Inc. is the result of a merger between Bonanza Creek Energy, Inc. and Extraction Oil & Gas, Inc. in 2022. |

  85. Peer Group

    | (2) Chord Energy Corp. is the result of a merger between Oasis Petroleum Inc. and Whiting Petroleum Corporation in 2022. |

  86. Peer Group

    | (3) These companies were included in the 2023 Peer Group and were acquired during the 2023 year: Ranger Oil Corporation was acquired by Baytex Energy Corp.; PDC Energy, Inc. was acquired by Chevron Corporation; and Denbury Inc. was acquired by Exxon Mobil Corporation. |

  87. Peer Group

    | (4) In September 2022, Centennial Resource Development, Inc. changed its name to Permian Resources Corporation. |

  88. Peer Group

    | (5) In January 2023, Laredo Petroleum, Inc. changed its name to Vital Energy, Inc. |

  89. Peer Group

    The 2023 Peer Group was modified from the 2022 peer group as noted below. Companies were added based on the factors noted above and were generally removed as a result of an acquisition or bankruptcy.

  90. Peer Group

    | Removed | Added | | Bonanza Creek Energy, Inc.(1) | Berry Corporation | | Extraction Oil & Gas, Inc.(1) | Chord Energy Corporation | | Oasis Petroleum Inc.(2) | Civitas Resources, Inc. | | QEP Resources, Inc.(3) Whiting Petroleum Corporation(2) | Denbury Inc. California Resources Corporation Ranger Oil Corporation |

  91. Peer Group

    | (1) Bonanza Creek Energy, Inc. and Extraction Oil & Gas, Inc. merged and were replaced in the 2023 Peer Group with the new combined company, Civitas Resources, Inc. |

  92. Peer Group

    | (2) Oasis Petroleum Inc. and Whiting Petroleum Corporation merged and were replaced in the 2023 Peer Group with the new combined company, Chord Energy Corporation. |

  93. Peer Group

    | (3) QEP Resources, Inc. merged with Diamondback Energy Inc. in 2021 and the Compensation Committee felt that the combined company was not an appropriate peer after reviewing the factors above. |

  94. Use of 2023 Peer Group

    Use of 2023 Peer Group The Compensation Committee evaluated compensation analysis of the 2023 Peer Group prepared by Meridian in making its compensation recommendations. The analysis included market data for each element of compensation and information regarding the incentive plan designs and pay practices among the 2023 Peer Group including NEO compensation at the companies in the 2023 Peer Group, based on Meridian’s proprietary oil and gas exploration and production industry survey database, supplemented by information in peer company public disclosures. The Compensation Committee used the compensation analysis as a reference point for assessing the overall competitiveness of our executive compensation program. The Compensation Committee does not target a specific market percentile, but rather takes into account the scope of the job, complexity of the position and performance of the executive, in context of peer data and trends. The Compensation Committee also considered compensation paid by certain other reference companies, which for 2023 included Green Plains Inc., FuelCell Energy, Inc., and Clean Energy Fuels Corp. These companies are not part of the formal competitive compensation analysis but are intended to provide a market reference for renewable energy compensation practices outside the oil and gas exploration and production industry.

  95. Use of 2023 Peer Group

    | 2024 PROXY STATEMENT | 37 |

  96. Setting Target Compensation

    Setting Target Compensation The Compensation Committee and the Board did not target any element of compensation, or overall compensation, to a particular benchmark level (e.g., median) of the 2023 Peer Group in determining target compensation levels for the Named Executive Officers. Rather, as the Compensation Committee has historically done, it used 2023 Peer Group data as one of several factors it considered in evaluating and setting each element of our executive compensation program. This helps to ensure that our compensation program is competitive within our peer group in order to attract and retain executive officers with the requisite talent and experience for our business.

  97. Elements of Compensation for the 2023 Fiscal Year

    | | Key compensation elements | Primary metrics | Purpose and Key terms | | | Base Salary | N/A | • Based on competitive considerations, responsibilities, expertise, experience and tenure • Fixed base of cash compensation to attract and retain talent | | | Target Annual Incentive | • Free Cash Flow Generation (25%) • Upstream Adjusted EBITDA (15%) • Health and Safety Measures (10%) • CCS Project Execution (20%) • GHG Emissions and Methane Reduction (10%) • Strategic Initiatives (20%) | • To drive achievement of key business results on an annual basis • To recognize individuals based on their contributions to the Company’s success • Performance-based and not guaranteed • Emphasizes focus on safety and ESG, important factors in our culture and long-term growth • Payouts can range from 0% to 200% of the target award | | | Long-Term Incentive Awards | | | | | Performance share units | • Absolute TSR (50%) • Capital project returns (PVI) (50%) | • To directly tie interests of executives to interests of stockholders • To retain and motivate key talent • Performance-based and not guaranteed • Provides the right to receive a share of Talos’s stock at the end of a three-year performance period, subject to the Company’s achievement of pre-established Absolute TSR and capital project returns goals • Payouts are limited to 200% of the target award | | | Restricted stock units | • Stock price | • RSUs granted in 2023 vest annually over three years |

  98. Annual Incentive Program

    Annual Incentive Program We have established an Annual Incentive Program (“AIP”) to motivate our Named Executive Officers to manage our business in order to achieve specific financial, operational and strategic goals that are aligned with creation of stockholder value. Performance is measured on an annual basis relative to pre-established performance criteria. Establishing 2023 Target Annual Incentive Program Awards The target AIP award for each of our Named Executive Officers was approved by the Board, consistent with the recommendation of the Compensation Committee, which was based, in part, on its review of the target AIP award opportunities for similarly situated executives at companies in our 2023 Peer Group provided by Meridian. The individual targets for the 2023 Fiscal Year, expressed as a percentage of base salary, are set forth in the following table for each of our Named Executive Officers. Except as indicated below, there were not changes to the Named Executive Officer’s target AIP levels in 2023. The threshold amount and maximum amount that could become payable under the AIP for the 2023 Fiscal Year were 50% and 200% of each Named Executive Officer’s target, respectively.

  99. Annual Incentive Program

    | Name | 2023 Target AIP Awards (% of Base Salary) | Percentage Increase from 2022 to 2023 | | Timothy S. Duncan | 125% | 0% | | Sergio L. Maiworm, Jr. (1) | 80% | 33% | | John A. Parker | 80% | 0% | | William S. Moss III | 80% | 0% | | Robin Fielder | 80% | 0% | | Shannon E. Young III (2) | 100% | 25% | | Robert D. Abendschein | 80% | 0% |

  100. Annual Incentive Program

    | (1) Mr. Maiworm’s target AIP award was increased from 60% to 80% in connection with his promotion to Senior Vice President and Chief Financial Officer on July 1, 2023. |

  101. Annual Incentive Program

    | (2) Mr. Young’s target AIP award was increased from 80% to 100% in March of 2023 to reflect market rates for similarly situated executives in our Peer Group. Mr. Young was not eligible to receive, and did not receive, an AIP award for 2023 because of his departure from the Company in June of 2023. |

  102. Annual Incentive Program

    | 2024 PROXY STATEMENT | 39 |

  103. Annual Incentive Program

    2023 Annual Incentive Program Measures and Goals The 2023 AIP was comprised of quantitative metrics representing an aggregate 80% of the bonus value and a qualitative strategic initiatives component representing 20%. 2023 AIP awards were based on our achievement of the following performance measures:

  104. Annual Incentive Program

    | Performance Measure: | | Rationale for Selecting Performance Measure: | | Financial Performance (Upstream before Tax Free Cash Flow generation and Upstream Adjusted EBITDA, each as described below) | 40% | Provides an incentive to achieve strong cash flow generation and accretive returns on invested capital, which are key drivers of stockholder value | | Safety Performance (Total Recordable Incident Rate (“TRIR”) and Serious Injury or Fatality Rate (“SIFR”)) | 10% | Emphasizes the importance of safety as a critical aspect of our business | | Operational Performance (Execution of CCS goals based on Class VI permits filed) | 20% | Provides an incentive to grow our CCS business | | Environmental Performance (Reduction of GHG emissions and methane reduction) | 10% | Provides incentive to achieve short-term reductions towards longer-term environmental goals. | | Strategic Initiatives (Achievement of strategic financial and operational goals and initiatives and may include individual performance) | 20% | Provides incentive to achieve strategic goals and initiatives, outstanding individual performance, and to recognize other relevant factors |

  105. Annual Incentive Program

    The Compensation Committee made changes to the composition and weighting of the performance measures from those used in the 2022 AIP award design. These modifications reflect an effort to (i) measure safety and environmental standards through multiple measures, (ii) return the weighting of our strategic initiatives metric to 20% from the temporary reduction to 15% in 2022, thereby encouraging management to focus on a number of operational and strategic goals while slightly reducing the emphasis on cash flow generation (by 5%), (iii) calculating Before Tax Free Cash Flow generation and Adjusted EBITDA on an upstream basis to focus management on the financial strength of our core business (excluding the capital requirements of the CCS business during the development phase) before any payout under those metrics, and (iv) modifying the method of measurement of CCS Project Execution from secured stores to Class VI permits filed to reflect the transition of our CCS business from a site acquisition phase to a site development phase. The Compensation Committee set the thresholds for each of these metrics rigorously and the targets for the financial metrics were set substantially above the original budget.

  106. Annual Incentive Program

    | 40 | |

  107. Annual Incentive Program

    2023 Achieved Performance and Payout The framework of the 2023 AIP and actual results and payout percentage for the 2023 Fiscal Year are set forth in the table below. The Company’s internal auditor issued a report confirming the Company’s performance measures for the 2023 Fiscal Year compared to the targets for each performance measure established by the Compensation Committee and the Compensation Committee further reviewed and certified the following performance levels.

  108. Annual Incentive Program

    | Performance Measure | Weighting for Each Measure | 2023 Fiscal Year Threshold (50%) | 2023 Fiscal Year Target (100%) | 2023 Fiscal Year Maximum (200%) | Actual Results for 2023 Fiscal Year | 2023 Fiscal Year Weighted Payout Percentage | | Financial Performance | | | | | | | | Upstream Before Taxes Free Cash Flow Generation (1) | 25% | $50 MM | $191 MM | $350 MM | $142 MM | 19% | | Upstream Adjusted EBITDA (2) | 15% | $925 MM | $1,088 MM | $1,280 MM | $974 MM | 13% | | Safety Performance | | | | | | | | Total Recordable Incident Rate (TRIR) | | <0.55 | <0.45 | <0.35 | 0.45 | | | | 10% | | | | | 10% | | Serious Injury or Fatality Rate (SIFR) (3) | | | <0.15 | | 0.04 | | | Operational Performance | | | | | | | | CCS Project Execution (Class VI Permits Filed) (4) | 20% | 1 | 2 | 3 | 2 | 20% | | Environmental Performance | | | | | | | | Absolute GHG Emissions Reduction (Scope 1 and 2) (MT Co2 Equiv) (5) | | 2.0% | 3.5% | 5.0% | 6.0% | | | | 10% | | | | | 20% | | Absolute Methane Reduction (mT CH4) (6) | | | 5.0% | | 26.0% | | | Strategic Initiatives | | | | | | | | Strategic Initiatives (7) | 20% | Near Expectations | Met Expectations | Exceeded Expectations | Met Expectations | 20% | | PAYOUT PERCENTAGE | | | | | | 102% |

  109. Annual Incentive Program

    | (1) Upstream Before Taxes Free Cash Flow Generation represents (a) Adjusted EBITDA less Upstream capital expenditures, plugging & abandonment, decommissioning obligations settled and interest expense plus (b) equity method investment loss, general and administrative expense, other operating expenses (income), other income, and non-cash equity-based compensation expense, contributions to equity method investments and investments in land attributable to CCS plus (c) proceeds from the partial sale of Talos’s stake in Talos Mexico. Because this figure is presented exclusive of CCS related costs and inclusive of sale proceeds from Talos Mexico, the disclosed figure is different than the Adjusted Free Cash Flow numbers included in our Earnings Release furnished as an exhibit on our Current Report on Form 8-K. |

  110. Annual Incentive Program

    | (2) Upstream Adjusted EBITDA represents (a) Net income (loss) plus interest expense; income tax expense (benefit); depreciation, depletion and amortization; and accretion expense plus (b) non-cash write-down of oil and natural gas properties, transaction and other (income) expenses, decommissioning obligations, derivative fair value (gain) loss, net cash receipts (payments) on settled derivatives, (gain) loss on debt extinguishment, non-cash write-down of other well equipment and non-cash equity-based compensation expense plus (c) equity method investment loss, general and administrative expense, other operating expenses (income), other income, and non-cash equity-based compensation expense attributable to CCS. Because this figure is presented inclusive of unallocated corporate costs, the disclosed figure for Upstream Adjusted EBITDA is different than the numbers included in our Earnings Release furnished as an exhibit on our Current Report on Form 8-K and Annual Report, respectively. Additional information regarding the calculation of Adjusted EBITDA is available in the section entitled “Supplemental Non-GAAP Measure – EBITDA and Adjusted EBITDA” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Further, Upstream Adjusted EBITDA for 2023 can be calculated by adding the “total for reportable segments” and “unallocated corporate general and administrative expense” elements of Adjusted EBITDA reported in Note 15 to in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  111. Annual Incentive Program

    | (3) If TRIR is between threshold and target, but SIFR of <0.15 is achieved, target (100%) is achieved for the HSE metric. |

  112. Annual Incentive Program

    | (4) CCS Project Execution (Class VI Permits Filed) metric represents each instance of the Company filing an EPA class VI permit for CO injection and sequestration. |

  113. Annual Incentive Program

    | (5) Our GHG (Scope 1) emissions are calculated in accordance with the Bureau of Ocean Energy Management’s Outer Continental Shelf Air Quality System (OCS AQS) as part of the triennial OCS emissions inventory program for Talos-operated U.S. production facilities and associated lease operations in Federal and State waters (Limited to MP72). These emissions are derived using OCS AQS software and serve as the basis of our Scope 1 emissions. Our GHG (Scope 2) emissions use a location-based methodology with factors provided by the EPA’s eGRID data tables for U.S.-based operations and the IEA emissions factor database for operations in Mexico. GHG emissions (Scope 1 and Scope 2) are reported in units of metric tons of CO2 equivalent. In order for consistent comparison against how the target was set, we calculated our results based on emissions numbers calculated without the utilization of EPA alternative methods. Actual 2023 OCS AQS and EPA filings reported in March 2024 include the utilization of EPA alternative method for fugitive gases which was added to the OCS AQS guidance during 2023. |

  114. Annual Incentive Program

    | (6) If GHG emission reduction target is not achieved but methane reduction target of 5% is achieved, target (100%) is achieved for the ESG metric. |

  115. Annual Incentive Program

    | 2024 PROXY STATEMENT | 41 |

  116. Annual Incentive Program

    | (7) The Strategic Initiatives are evaluated and determined by the Board, considering the overall achievement of strategic initiatives and performance of the Company during the year. In addition to viewing the Company’s achievements as a whole, the Board considered the Company’s progress on the following: (a) accretive and/or strategic mergers and acquisitions, (b) growth of reserve base through the drilling program, (c) achievement of ZAMA final investment decision in tandem with monetization options, (d) securing a financial partner for Talos Low Carbon Solutions business, (e) optimizing the Company’s capital structure and managing selling shareholders, (f) successful integration of EnVen with visible synergies consistent with announced targets, (g) securing investment grade partners in key Talos Low Carbon Solution project areas. |

  117. Annual Incentive Program

    Following the completion of 2023, the Compensation Committee reviewed and certified the Company’s actual performance results relative to the quantitative goals established at the beginning of the year. The Compensation Committee also evaluated the Company’s achievements relative to our one qualitative performance measure: strategic initiatives. With respect to this component, the Compensation Committee considered achievement with respect to the goals enumerated in footnote 7 to the table above, which include a variety of operational and financial accomplishments of the year, the Company’s capital structure, strategic transactions, and other efforts that might not be reflected in the quantitative metrics components, including:

  118. Annual Incentive Program

    | • | the successful execution and integration of the EnVen Acquisition; |

  119. Annual Incentive Program

    | • | significant progress on several strategic initiatives such as CCS; |

  120. Annual Incentive Program

    | • | ongoing and sustained effort during 2023 leading to the signing of the QuarterNorth Acquisition in early January of 2024 for approximately $1.29 billion, and closing in March of 2024; |

  121. Annual Incentive Program

    | • | the Company’s strategic sale of a 49.9% interest in its Mexican subsidiary to a wholly owned subsidiary of Grupo Carso, a company controlled by the family of the Mexican billionaire Carlos Slim, which brought in a valuable strategic partner with a critical local presence in Mexico and a global commercial reputation to help advance the Zama project towards FID and also established the Slim family partnership, which brought in a long-term equity and debt investor in our 2024 capital market transactions; |

  122. Annual Incentive Program

    | • | although consummated in early 2024, management’s extensive efforts during 2023 to successfully conduct a $1.25 billion notes offering to (i) refinance $865 million of the Company’s 2026 high yield notes, extending the maturities to 2029 and 2031, and reducing the Company’s borrowing costs at materially lower interest rates and (ii) finance a portion of the QuarterNorth Acquisition; and |

  123. Annual Incentive Program

    | • | management’s progress towards identifying capital raise options and strategic alternatives for the Company’s low carbon solutions business and the addition of Equinor in the Bayou Bend partnership in 2023. |

  124. Annual Incentive Program

    The Compensation Committee acknowledged that although the Company did not meet expectations regarding the growth of its reserve base and drilling program, it had met or exceeded overall expectations on other key strategic goals and recommended to the Board that this metric had been attained at target, which the Board approved. AIP awards for our Named Executive Officers are calculated by multiplying the payout percentage by each Named Executive Officer’s target award. The Compensation Committee retains the discretion to increase (including above 200%) or reduce the payout percentage of each Named Executive Officer’s AIP award but no such discretion was applied to the 2023 AIP payments. The Compensation Committee recommended, and the Board approved, the 2023 AIP payouts for NEOs as follows:

  125. Annual Incentive Program

    | Name | 2023 Target AIP Award ($) | Payout Percentage | Actual AIP Award Payment ($) | | Timothy S. Duncan | 1,081,250 | 102% | 1,102,875 | | Sergio L. Maiworm, Jr. (1) | 278,000 | 102% | 284,080 | | John A. Parker | 384,000 | 102% | 391,680 | | William S. Moss III | 364,000 | 102% | 371,280 | | Robin Fielder | 364,000 | 102% | 371,280 | | Shannon E. Young III (2) | 550,000 | 102% | 0 | | Robert D. Abendschein (3) | 440,000 | 102% | 411,912 |

  126. Annual Incentive Program

    | (1) Mr. Maiworm’s AIP payment was pro-rated for 2023 based on the portion of the year following his promotion to Senior Vice President and Chief Financial Officer on July 1, 2023, when his AIP target was increased to 80% and the portion of the year preceding his promotion, when his AIP target was 60%. |

  127. Annual Incentive Program

    | (2) Mr. Young was not eligible to receive payment of the 2023 AIP because he voluntarily terminated his employment in June of 2023. |

  128. Annual Incentive Program

    | (3) Mr. Abendschein received a pro-rated payment of the 2023 AIP through December 1, 2023 in connection with his termination pursuant to the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan. |

  129. Annual Incentive Program

    | 42 | |

  130. Long-Term Incentive Awards

    Long-Term Incentive Awards The Company maintains the Talos Energy Inc. 2021 Long Term Incentive Plan (the “2021 LTIP”), which provides the Company with the flexibility to grant a wide range of equity and equity-based awards and is also used as the plan pursuant to which the Company’s AIP is administered. The Company is seeking stockholder approval of the amendment and restatement of the 2021 LTIP in order to reserve additional shares for issuance under the 2021 LTIP. For additional information, please see Proposal 4. Long-term incentive (“LTI”) awards are intended to balance retention of our executive team and alignment of our Named Executive Officers’ interests with those of our stockholders. Each year, the Compensation Committee sets the total targeted LTI value appropriate for each Named Executive Officer, taking into account Peer Group data and each Named Executive Officer’s contribution to our success, level of responsibility, personal performance, and experience. For the 2023 Fiscal Year, each Named Executive Officer’s total targeted annual LTI value was allocated 1/3 to grants of time-based RSUs and 2/3 to grants of PSUs. Please see “Executive Compensation Tables—Summary Compensation Table” and “Executive Compensation Tables—Grants of Plan-Based Awards Table” below for more information on the number and value of RSU awards and PSU awards granted during the 2023 Fiscal Year. 2023 RSU Awards On March 5, 2023, the Board, upon recommendation by the Compensation Committee, approved the grant of RSUs to each Named Executive Officer. These RSU awards vest ratably on each of the first three anniversaries of the date of grant, subject to each Named Executive Officer’s continued employment through each vesting date. Following vesting, each RSU that vests is settled in one share of our common stock. 2023 PSU Awards On March 5, 2023, the Board, upon recommendation by the Compensation Committee, approved the grant of PSUs to each Named Executive Officer. The PSU awards vest based on the company’s performance over the three-year period commencing on January 1, 2023 and ending on December 31, 2025 and subject to the Named Executive Officer’s continued employment through the end of the performance period, based on the following metrics:

  131. Long-Term Incentive Awards

    | (i) 50% of the PSUs vest based on Absolute TSR, and |

  132. Long-Term Incentive Awards

    | (ii) 50% of the PSUs vest based on capital project returns (PVI). |

  133. Long-Term Incentive Awards

    | 2024 PROXY STATEMENT | 43 |

  134. Long-Term Incentive Awards

    Absolute TSR PSUs Our Absolute TSR is determined based on our annualized absolute total shareholder return during the performance period. The percentage of PSUs that become earned is based on the table below and any percentage that falls between the threshold, target, stretch and maximum achievement levels is calculated using linear interpolation. Following the end of the performance period, each PSU that becomes earned and vested is settled in one share of our common stock.

  135. Long-Term Incentive Awards

    | Level | Absolute TSR Percentage | Earned PSUs (% of Target) | | < Threshold | <0% | 0% | | Threshold | 0% | 40% | | Intermediate | 5% | 80% | | Target | 10% | 100% | | Stretch | 15% | 160% | | Maximum | 20% | 200% |

  136. Long-Term Incentive Awards

    PVI PSUs Our PVI is determined based on the present value of the cash flow (excluding drilling, completion and hook-up costs) divided by discounted drilling, completion and hook-up costs. At the end of the performance period, the 2023 drill program is assessed based on actual results of the wells in the program, valued at the underwritten price deck ($75 for oil and $3.50 for natural gas). If actual wells drilled differ from the original program, the results of the wells actually drilled will be assessed. The percentage of PSUs that become earned is based on the table below and any PVI amount that falls between the threshold, target and maximum achievement levels is calculated using linear interpolation. Following the end of the performance period, each PSU that becomes earned and vested is settled in one share of our common stock.

  137. Long-Term Incentive Awards

    | Level | PVI Amount | Earned PSUs (% of Target) | | < Threshold | <1.58 | 0% | | Threshold | 1.58 | 50% | | Target | 2.26 | 100% | | Maximum | 3.17 | 200% |

  138. Long-Term Incentive Awards

    Outstanding PSU Performance at Fiscal Year End Our PSUs are designed to align our Named Executive Officers’ interests with those of our stockholders by focusing a significant portion of their long term incentive award on performance over the long-term. Based on the Company’s Absolute TSR and PVI performance, as of December 31, 2023, our Absolute TSR performance for the PSUs granted in 2022 and 2023 were tracking at 95% and 0%, of target respectively, and our PVI performance for the PSUs granted in 2022 and 2023 were both tracking at 0% of target.

  139. Amended and Restated Executive Severance Plan

    Amended and Restated Executive Severance Plan On October 21, 2020, the Board adopted the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (the “Amended Severance Plan”), which amends and replaces the Talos Energy Operating Company LLC Executive Severance Plan adopted on August 29, 2018 (the “Original Plan”). The Amended Severance Plan, like the Original Plan, provides that each of our Named Executive Officers are entitled to receive severance benefits following certain terminations of employment. Each participant in the Amended Severance Plan is subject to certain confidentiality, non-solicitation and non-disparagement covenants. The Board maintains the Amended Severance Plan to align the severance benefits with the severance benefits provided by companies with which we compete for executive talent. Our Compensation Committee and Board believe that a severance policy is preferable to individually negotiated agreements because it ensures continuity of terms between members of our executive team and provides for ease of administration. Please see “Executive Compensation Tables—Potential Payments Upon Termination or a Change in Control—Amended and Restated Executive Severance Plan” for more information.

  140. Tax and Accounting Implications of Executive Compensation Decisions

    Tax and Accounting Implications of Executive Compensation Decisions The Compensation Committee and the Board review and consider the tax, accounting, and securities law implications of our executive compensation program when making determinations. As a public corporation, we are subject to the deduction limitations under Section 162(m) of the Code (“Section 162(m)”). Section 162(m) prohibits deductions for compensation paid in excess of $1 million during a single fiscal year to certain executive officers. The Compensation Committee is mindful of these limitations but reserves the right to pay non-deductible compensation to our executive officers if the Compensation Committee determines that such compensation is in the best interests of the Company. We account for RSU awards and PSU awards in accordance with FASB ASC Topic 718, which requires us to estimate the expense of an award over the vesting period applicable to such award.

  141. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Payments under our AIP are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator |

  142. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our PSUs vest based on two different performance metrics and have performance periods of three years, which encourages executives to focus on sustaining both stock price and operational performance over a period of years |

  143. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests |

  144. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our incentive compensation plans include a cap on the maximum payout, subject to the Compensation Committee’s discretion, and implement design features that do not encourage excessive risk-taking |

  145. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  146. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Timothy S. Duncan President and Chief Executive Officer | 2023 | 857,138 | — | 4,608,791 | 1,102,875 | 38,062 | 6,606,866 | | | 2022 | 824,530 | — | 10,049,693 | 1,546,875 | 10,250 | 12,431,348 | | | 2021 | 800,674 | — | 5,146,764 | 1,370,000 | 9,750 | 7,327,188 | | Sergio L. Maiworm, Jr. (4) Chief Financial Officer and Senior Vice President | 2023 | 387,838 | — | 766,029 | 284,080 | 0 | 1,437,947 | | John A. Parker Executive Vice President of New Ventures | 2023 | 475,585 | — | 1,433,879 | 391,680 | 19,800 | 2,320,944 | | | 2022 | 454,624 | — | 3,233,343 | 546,000 | 13,500 | 4,247,467 | | | 2021 | 435,964 | — | 1,672,713 | 476,760 | 13,000 | 2,598,437 | | William S. Moss III Executive Vice President and General Counsel | 2023 | 450,884 | — | 1,433,879 | 371,280 | 19,800 | 2,275,843 | | | 2022 | 434,624 | — | 3,181,358 | 522,000 | 13,000 | 4,150,982 | | | 2021 | 415,909 | — | 1,608,364 | 454,840 | 13,000 | 2,492,113 | | Robin Fielder (4) (5) Executive Vice President, Low Carbon Strategy and Chief Sustainability Officer | 2023 | 450,884 | — | 1,280,261 | 371,280 | 19,800 | 2,122,225 | | Shannon E. Young III (6) Former Executive Vice President and Chief Financial Officer | 2023 | 298,977 | — | 1,894,742 | 0 | 26,146 | 2,219,865 | | | 2022 | 524,530 | — | 3,852,442 | 630,000 | 13,500 | 5,020,472 | | | 2021 | 500,763 | — | 1,994,386 | 548,000 | 13,000 | 3,056,149 | | Robert D. Abendschein (7) Former Executive Vice President and Chief Operating Officer | 2023 | 513,974 | — | 1,638,722 | 0 | 1,948,904 | 4,101,600 | | | 2022 | 524,530 | — | 3,253,664 | 630,000 | 13,500 | 4,421,693 | | | 2021 | 500,991 | — | 1,544,046 | 548,000 | 13,000 | 2,606,037 |

  147. Summary Compensation Table

    | (1) Amounts in this column for each Named Executive Officer represent the aggregate grant date fair value of the RSUs and PSUs granted to each of the Named Executive Officers, calculated in accordance with FASB ASC Topic 718. The Company has elected not to estimate forfeitures at grant and, instead, accounts for them when they occur. As a result, the figures in the table above do not include an estimation of forfeitures. The FASB ASC Topic 718 value for the RSUs was calculated using the average of the high and low price per share of our common stock on the date identified as the date of grant for accounting purposes or, to the extent such date was not a trading day, the last trading day immediately prior to such date, applied to the total number of RSUs granted. The FASB ASC Topic 718 grant date fair value of the TSR-based PSUs was determined using a Monte Carlo simulation. Additional information regarding the assumptions underlying these calculations is available in Notes 2 and 10 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  148. Summary Compensation Table

    | Named Executive Officer | 2023 RSUs ($) | 2023 PSUs ($) | Total ($) | | Timothy S. Duncan | 1,384,847 | 3,223,944 | 4,608,791 | | Sergio L. Maiworm, Jr. | 238,681 | 527,348 | 766,029 | | John A. Parker | 430,840 | 1,003,039 | 1,433,879 | | William S. Moss III | 430,840 | 1,003,039 | 1,433,879 | | Robin Fielder | 384,692 | 895,569 | 1,280,261 | | Shannon E. Young III | 569,331 | 1,325,411 | 1,894,742 | | Robert D. Abendschein | 492,402 | 1,146,320 | 1,638,722 |

  149. Summary Compensation Table

    | (a) In March 2023, the Board approved the grant of annual RSUs and PSUs by approving the following approximate dollar values for each Named Executive Officer which were divided by the volume-weighted adjusted trading price for the 20 trading days leading up to and including March 4, 2023 to determine how many awards were granted (2/3 of which were granted as PSUs and 1/3 of which were granted as RSUs): $4,500,000 for Mr. Duncan; $1,850,000 for Mr. Young; $1,600,000 for Mr. Abendschein; $1,400,000 |

  150. Summary Compensation Table

    | 2024 PROXY STATEMENT | 49 |

  151. Summary Compensation Table

    | for Messrs. Parker and Moss; $1,250,000 for Ms. Fielder; and $400,000 for Mr. Maiworm. In connection with Mr. Maiworm’s promotion to Senior Vice President and Chief Financial Officer effective July 1, 2023, the Board approved an additional grant of annual RSUs and PSUs valued at approximately $350,000 for Mr. Maiworm, which was divided by the volume-weighted adjusted trading price for the 20 trading days leading up to and including June 30, 2023 to determine how many awards were granted (2/3 of which was granted as PSUs and 1/3 of which was granted as RSUs). The total approximate dollar value for Mr. Maiworm, including the awards granted in March 2023 and July 2023 was $750,000. These figures differ from the figures in the table above as a result of the rules applicable to account for these awards, particularly the PSUs, under FASB ASC Topic 718. |

  152. Summary Compensation Table

    | (2) Amounts in this column represent the AIP awards for performance in the 2023 Fiscal Year determined based on actual achievement of the applicable performance metrics. See “ —Elements of Compensation for the 2023 Fiscal Year—Annual Incentive Program” above for additional information regarding these awards. |

  153. Summary Compensation Table

    | (3) Amounts in this column for the 2023 Fiscal Year include (i) our match of 401(k) plan contributions of $19,800 for each Named Executive Officer, except for Mr. Maiworm who did not contribute to his 401(k), (ii) membership fees and assessments at (A) the Houston Petroleum Club of $5,373 and (B) the Coronado Club of $10,643, and spousal travel of $2,245 for Mr. Duncan, (iii) paid-time off (“PTO”) payout of $6,346 for Mr. Young in connection with his resignation and (iv) PTO payout of $29,778, a lump-sum cash severance payment of $1,485,000, a pro-rated AIP award of $411,912 and continued benefits coverage of $22,214 for Mr. Abendschein in connection with his termination of employment. |

  154. Summary Compensation Table

    | (4) Mr. Maiworm and Ms. Fielder became Named Executive Officers in fiscal year 2023 and therefore their compensation is not disclosed for fiscal years 2021 and 2022. |

  155. Summary Compensation Table

    | (5) On March 27, 2024 Robin Fielder’s employment with the Company and its affiliates terminated, following the sale of the Company’s CCS business. |

  156. Summary Compensation Table

    | (6) Effective June 30, 2023, Mr. Young resigned from his position of Executive Vice President and Chief Financial Officer and his employment with the Company ended on July 5, 2023. While Mr. Young was granted equity awards under the 2021 LTIP in 2023, he forfeited all such awards in connection with his departure. |

  157. Summary Compensation Table

    | (7) Effective December 1, 2023, the Company terminated Mr. Abendschein from his position of Executive Vice President and Chief Operating Officer and his employment with the Company ended on such date. |

  158. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table includes information regarding the AIP awards, RSU awards and PSU awards granted to the Named Executive Officers during the 2023 Fiscal Year.

  159. Grants of Plan-Based Awards Table

    | Name | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy S. Duncan | AIP | | 540,625 | 1,081,250 | 2,162,500 | | | | | | | | PSUs | 3/5/2023 | | | | 76,487 | 169,972 | 339,944 | | 3,223,944 | | | RSUs | 3/5/2023 | | | | | | | 84,986 | 1,384,847 | | Sergio L. Maiworm, Jr. | AIP | | 139,000 | 278,000 | 556,000 | | | | | | | | PSUs | 3/5/2023 | | | | 6,800 | 15,110 | 30,220 | | 286,599 | | | PSUs | 7/1/2023 | | | | 7,609 | 16,908 | 33,816 | | 240,749 | | | RSUs | 3/5/2023 | | | | | | | 7,555 | 123,109 | | | RSUs | 7/1/2023 | | | | | | | 8,328 | 115,572 | | John A. Parker | AIP | | 192,000 | 384,000 | 768,000 | | | | | | | | PSUs | 3/5/2023 | | | | 23,797 | 52,882 | 105,764 | | 1,003,039 | | | RSUs | 3/5/2023 | | | | | | | 26,440 | 430,840 | | William S. Moss III | AIP | | 182,000 | 364,000 | 728,000 | | | | | | | | PSUs | 3/5/2023 | | | | 23,797 | 52,882 | 105,764 | | 1,003,039 | | | RSUs | 3/5/2023 | | | | | | | 26,440 | 430,840 | | Robin Fielder | AIP | | 182,000 | 364,000 | 728,000 | | | | | | | | PSUs | 3/5/2023 | | | | 21,247 | 47,216 | 94,432 | | 895,569 | | | RSUs | 3/5/2023 | | | | | | | 23,608 | 384,692 | | Shannon E. Young III (5) | AIP | | 275,000 | 550,000 | 1,100,000 | | | | | | | | PSUs | 3/5/2023 | | | | 31,445 | 69,878 | 139,756 | | 1,325,411 | | | RSUs | 3/5/2023 | | | | | | | 34,939 | 569,331 | | Robert D. Abendschein (6) | AIP | | 220,000 | 440,000 | 880,000 | | | | | | | | PSUs | 3/5/2023 | | | | 27,196 | 60,436 | 120,872 | | 1,146,320 | | | RSUs | 3/5/2023 | | | | | | | 30,218 | 492,402 |

  160. Grants of Plan-Based Awards Table

    | 50 | |

  161. Grants of Plan-Based Awards Table

    | (1) Amounts in these columns represent the estimated payouts for AIP awards for the 2023 Fiscal Year assuming threshold, target and maximum achievement. The actual amounts paid to our Named Executive Officers for the 2023 Fiscal Year can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, above. Mr. Maiworm’s AIP awards were increased in connection with his promotion to Senior Vice President and Chief Financial Officer. See ”Elements of Compensation for the 2023 Fiscal Year—Annual Incentive Program Awards” above for additional information regarding these awards. |

  162. Grants of Plan-Based Awards Table

    | (2) These amounts represent the threshold, target and maximum number of PSUs that may become earned pursuant to the PSUs granted to the Named Executive Officers during the 2023 Fiscal Year. The number of PSUs which ultimately become earned is based 50% on our absolute TSR performance and 50% on capital project returns (PVI), each over the three-year performance period ending on December 31, 2025, subject to the Named Executive Officer’s continued employment. |

  163. Grants of Plan-Based Awards Table

    | (3) Amounts in this column represent RSUs granted to the Named Executive Officers during the 2023 Fiscal Year, with those granted on March 5, 2023 vesting as to one-third on each of March 5, 2024, March 5, 2025 and March 5, 2026, and those granted on July 1, 2023 vesting as to one-third on each of July 1, 2024, July 1, 2025 and July 1, 2026, in each case, subject to the Named Executive Officer’s continued employment. |

  164. Grants of Plan-Based Awards Table

    | (4) These amounts represent the aggregate grant date fair value of PSUs and RSUs granted during the 2023 Fiscal Year to the Named Executive Officers, calculated in accordance with FASB ASC Topic 718. The Company has elected not to estimate forfeitures at grant and, instead, accounts for them when they occur. As a result, the figures do not include an estimation of forfeitures. |

  165. Grants of Plan-Based Awards Table

    | (5) The figures for Mr. Young show what was granted to him in 2023, prior to his departure from the Company. He did not receive any payment for his 2023 AIP award and did not retain his 2023 equity awards as a result of his termination. |

  166. Grants of Plan-Based Awards Table

    | (6) The figures for Mr. Abendschein show what was granted to him in 2023, prior to his departure from the Company. In connection with his termination, Mr. Abendschein received a pro-rated payment for his 2023 AIP and accelerated vesting of a portion of his 2023 equity awards as described under “Executive Compensation Tables—Potential Payments Upon Termination or a Change in Control—Abendschein’s Termination of Employment.” |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding unvested RSUs and PSUs held by our Named Executive Officers as of December 31, 2023.

  168. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Timothy S. Duncan | 396,836 | 5,646,976 | | | | | | | 221,626 | 3,153,738 | | Sergio L. Maiworm, Jr. | 38,266 | 544,525 | | | | | | | 26,202 | 372,854 | | John A. Parker | 126,873 | 1,805,403 | | | | | | | 70,968 | 1,009,875 | | William S. Moss III | 123,627 | 1,759,212 | | | | | | | 70,968 | 1,009,875 | | Robin Fielder | 39,735 | 565,429 | | | | | | | 57,532 | 818,680 | | Shannon E. Young III | — | — | — | — | | Robert D. Abendschein | — | — | | | | | | | 45,313 | 644,804 |

  169. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 PROXY STATEMENT | 51 |

  170. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The amounts in this column represent RSUs held by each Named Executive Officer which vest pro-rata over the applicable remaining vesting dates indicated in the chart below, subject to the Named Executive Officer’s continued employment through each such date. The number of RSUs that vest on a vesting date is calculated from the data in the table below by dividing the aggregate number of unvested RSUs by the number of remaining vesting dates. |

  171. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Unvested RSUs | Remaining Vesting Dates | | Timothy S. Duncan | 84,986 | March 5, 2024, March 5, 2025 and March 5, 2026 | | | 213,723* | March 5, 2024 | | | 64,507 | March 5, 2024 and March 5, 2025 | | | 33,620 | March 8, 2024 | | Sergio L. Maiworm, Jr. | 8,328 | July 1, 2024, July 1, 2025 and July 1, 2026 | | | 7,555 | March 5, 2024, March 5, 2025 and March 5, 2026 | | | 14,829* | March 8, 2024 | | | 5,242 | March 5, 2024 and March 5, 2025 | | | 2,312 | March 8, 2024 | | John A. Parker | 26,440 | March 5, 2024, March 5, 2025 and March 5, 2026 | | | 68,540* | March 5, 2024 | | | 20,966 | March 5, 2024 and March 5, 2025 | | | 10,927 | March 8, 2024 | | William S. Moss III | 26,440 | March 5, 2024, March 5, 2025 and March 5, 2026 | | | 65,715* | March 5, 2024 | | | 20,966 | March 5, 2024 and March 5, 2025 | | | 10,506 | March 8, 2024 | | Robin Fielder | 23,608 | March 5, 2024, March 5, 2025 and March 5, 2026 | | | 16,127 | March 5, 2024 and March 5, 2025 |

  172. Outstanding Equity Awards at 2023 Fiscal Year-End

    | * Indicates retention RSUs. |

  173. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The amounts in these columns were calculated by multiplying $14.23, the closing price of our common stock on December 29, 2023 (the last trading day of the year), by the number of awards reported. |

  174. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) The amounts in this column represent (i) the target and threshold number of PSUs granted in 2022 and 2023, respectively, that could become earned based on our absolute TSR performance and (ii) the threshold number of PSUs granted in 2022 and 2023 that could become earned based on our capital project return (PVI), each over the applicable three-year performance period and in each case, held by each Named Executive Officer as shown in the below table. As of December 31, 2023, our absolute TSR performance for the PSUs granted in 2022 and 2023 were tracking at 95% and 0%, respectively, and capital project returns (PVI) performance for the PSUs granted in 2022 and 2023 were both tracking at 0%. Pursuant to the applicable SEC rules, the amounts in this column and in the below table reflect the target and threshold payout, respectively, of the 2022 and 2023 PSUs based on the absolute TSR and the threshold payout of the 2022 and 2023 PSUs based on capital project returns (PVI). The actual number of PSUs earned based on actual performance over the full performance period may be more or less than this amount. In connection with Mr. Abendschein’s termination of employment and pursuant to the applicable PSU award agreements, the service requirement associated with the PSUs granted in 2022 and 2023 was deemed fulfilled with respect to a pro-rated portion of PSUs and remain outstanding subject to actual performance at the end of the applicable performance period. |

  175. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 52 | |

  176. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Unvested PSUs | Applicable Performance Period End Date | | Timothy S. Duncan | 145,139 | December 31, 2024 | | | 76,487 | December 31, 2025 | | Sergio L. Maiworm, Jr. | 11,793 | December 31, 2024 | | | 14,409 | December 31, 2025 | | John A. Parker | 47,171 | December 31, 2024 | | | 23,797 | December 31, 2025 | | William S. Moss III | 47,171 | December 31, 2024 | | | 23,797 | December 31, 2025 | | Robin Fielder | 36,285 | December 31, 2024 | | | 21,247 | December 31, 2025 | | Robert D. Abendschein | 37,026 | December 31, 2024 | | | 8,287 | December 31, 2025 |

  177. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  178. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Timothy S. Duncan | | | | RSUs | 330,291 | 5,451,152 | | Sergio L. Maiworm, Jr. | | | | RSUs | 23,245 | 383,727 | | John A. Parker | | | | RSUs | 106,424 | 1,756,279 | | William S. Moss III | | | | RSUs | 102,545 | 1,692,300 | | Robin Fielder | | | | RSUs | 8,063 | 134,410 | | Shannon E. Young III | | | | RSUs | 125,003 | 2,062,564 | | Robert D. Abendschein | | | | RSUs | 177,399 | 2,753,036 |

  179. Option Exercises and Stock Vested

    | (1) This column reflects the RSUs held by each Named Executive Officer that vested during the 2023 Fiscal Year. |

  180. Option Exercises and Stock Vested

    | (2) This column reflects the aggregate market value realized by each Named Executive Officer upon vesting, calculated by multiplying the number of RSUs that vested (including shares withheld for tax withholding purposes) by the closing price of our common stock on the applicable vesting date. |

  181. Pension Benefits

    Pension Benefits We have not maintained, and do not currently maintain, a defined benefit pension plan.

  182. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a nonqualified deferred compensation plan.

  183. Nonqualified Deferred Compensation

    | 2024 PROXY STATEMENT | 53 |

  184. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  185. Quantification of Benefits on Termination

    | Year (a) | Summary Compensation Table Total for PEO ($) (1) (b) | Compensation Actually Paid to PEO ($) (1)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) (h) | Upstream Before Taxes Free Cash Flow Generation ($ in millions) (4) (i) | | | | | | | TSR ($) (f) | Peer Group TSR ($) (3) (g) | | | | 2023 | 6,606,866 | (724,753) | 2,413,071 | (346,809) | 47.20 | 196.26 | 187 | 142 | | 2022 (5) | 12,431,348 | 16,164,942 | 4,460,153 | 5,687,286 | 62.62 | 188.84 | 382 | 195 | | 2021 | 7,327,188 | 4,170,071 | 2,688,184 | 1,685,360 | 32.50 | 119.07 | (183) | 135 | | 2020 | 5,332,565 | (2,911,619) | 1,789,969 | (638,982) | 27.33 | 67.50 | (466) | (93) |

  186. Quantification of Benefits on Termination

    | (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in 2023. Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |

  187. Quantification of Benefits on Termination

    | (5) The numbers in this row have been revised from the numbers previously reported in last year’s Pay versus Performance Table in order to correct an administrative error. Specifically, the CAP to our PEO and non-PEO NEOs were decreased by $1,539,436 and $558,051, respectively. |

  188. Narrative Disclosure to Pay vs. Performance Table

    Narrative Disclosure to Pay vs. Performance Table

  189. Summary of the Amended 2021 LTIP

    | • | Meaningful annual limits on total director compensation; and |

  190. DIRECTOR COMPENSATION LIMITS

    DIRECTOR COMPENSATION LIMITS Under the Amended 2021 LTIP, in a single calendar year, a non-employee director may not be paid compensation, whether denominated in cash or Awards, for such individual’s service on the Board in excess of $750,000. Additional cash amounts or Awards may be paid for any calendar year in which a non-employee director (i) first joins the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-executive Chairman of the Board. The limit on non-employee director compensation described above does not apply to compensation paid for any period in which the individual served as our employee or an employee of our affiliates or was otherwise providing services to us or our affiliates other than in the capacity as a director.