DEF 14A of Talos Energy Inc., Apr 18, 2025

DEF 14A of Talos Energy Inc.

Filed Apr 18, 2025 · FY20240001193125-25-084879

Open on EDGAR

  1. Voting Methods

    | 66 | CEO Pay Ratio | | 67 | Pay Versus Performance | | 68 | Narrative Disclosure to Pay vs. Performance Table | | 69 | Disclosure of Most Important Performance Measures for 2024 Fiscal Year | | 70 | Compensation Committee Interlocks and Insider Participation | | 71 | Proposal 2: Non-Binding Advisory Vote on the Company’s Named Executive Officers’ Compensation | | 72 | Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Named Executive Officers’ Compensation | | 73 | Audit Committee Report | | 74 | Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | | 76 | Security Ownership of Certain Beneficial Owners and Management | | 78 | Delinquent Section 16(a) Reports | | 79 | Certain Relationships and Related Party Transactions | | 79 | Policies and Procedures for Review of Related Party Transactions | | 79 | Slim Family Officer and Affiliates | | 80 | Registration Rights | | 82 | Questions and Answers About the Annual Meeting | | 91 | Stockholders Proposals; Identification of Director Candidates for Next Year |

  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: Mr. Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018. New President, Chief Executive Officer and Executive Director: Mr. Paul R. Goodfellow has served as an executive member of the Board since March 1, 2025, in connection with his appointment as President and Chief Executive Officer of the Company.

  3. Board of Directors and Director Nominees

    | 2025 PROXY STATEMENT | 1 |

  4. Board of Directors and Director Nominees

    Director Nominees: The Company has proposed the following director nominees for election to the Board at the Annual Meeting, each to serve for a one (1) year term until the Company’s next annual meeting of stockholders to be held in 2026.

  5. Board of Directors and Director Nominees

    | Director Nominees | Age | Director Since | Independent(1) | Current Committee Memberships (2) | | Neal P. Goldman Chairman Managing Member, SAGE Capital Investments | 55 | 2018 | ✓ | • Nominating & Governance (Chair) | | Paul R. Goodfellow President and Chief Executive Officer Director | 59 | 2025 | Executive Director | • None | | Paula R. Glover Director President, Alliance to Save Energy | 57 | 2021 | ✓ | • Nominating & Governance • SSCR (Chair) | | John “Brad” Juneau Director Founder, Juneau Oil and Gas, LLC | 65 | 2018 | ✓ | • SSCR(3) | | Richard M. Sherrill Director President of Howard Low Carbons Solutions, Howard Energy Partners | 59 | 2023 | ✓ | • Audit • Compensation | | Charles M. Sledge Director Former Chief Financial Officer, Cameron International Corporation | 59 | 2018 | ✓ | • Audit (Chair) • Compensation • Nominating & Governance | | Shandell M. Szabo Director Former Vice President of US Exploration, Anadarko Petroleum Corporation | 50 | 2023 | ✓ | • SSCR(3) |

  6. Board of Directors and Director Nominees

    | (1) As determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |

  7. Board of Directors and Director Nominees

    | (2) See “Governance and Board Matters—Committees of the Board” for anticipated committee assignment changes to become effective immediately after the Annual Meeting. |

  8. Board of Directors and Director Nominees

    | (3) From May 2023 through December 31, 2024, Mr. Juneau and Ms. Szabo also served as Co-Chairs of the Technical Committee. |

  9. Board of Directors and Director Nominees

    | 2 | |

  10. Board of Directors and Director Nominees

    Current Standing Committees of the Board:

  11. Board of Directors and Director Nominees

    | AUDIT | COMPENSATION | NOMINATING & GOVERNANCE | SAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY (“SSCR”) |

  12. Board of Directors and Director Nominees

    Independent Board Committees: Each of the Board’s standing committees are composed entirely of independent directors. Effective December 31, 2024, the Technical Committee of the Board was dissolved by the Board upon completion of its oversight duties. See “Governance and Board Matters—Committees of the Board—Technical Committee” for additional information. Current Board Committee Membership: The following table below provides for the current members and chairpersons of each standing committee of the Board as of the date of this Proxy Statement. See “Governance and Board Matters—Committees of the Board” for anticipated committee assignment changes to become effective immediately after the Annual Meeting.

  13. Board of Directors and Director Nominees

    | Director | Audit Committee | Compensation Committee | Nominating & Governance Committee | SSCR Committee | | Goldman | | | ✓ Chair | | | Goodfellow | | | | | | Glover | | | ✓ | ✓ Chair | | Juneau (1) | | | | ✓ | | Kendall (2) | ✓ | ✓ Chair | | | | Sherrill | ✓ | ✓ | | | | Sledge | ✓ Chair | ✓ | ✓ | | | Szabo (1) | | | | ✓ |

  14. Board of Directors and Director Nominees

    | (1) From May 2023 to December 31, 2024, Mr. Juneau and Ms. Szabo also served as Co-Chairs of the Technical Committee. |

  15. Board of Directors and Director Nominees

    | (2) Mr. Kendall will not be standing for reelection to the Board at the Annual Meeting and will conclude his service on our Board and each of the committees on which he serves at the expiration of his term at the Annual Meeting. After the Annual Meeting, we expect that the size of our Board will be reduced from eight to seven directors. |

  16. Board of Directors and Director Nominees

    | 2025 PROXY STATEMENT | 3 |

  17. Director Nominees

    Director Nominees At the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated the following individuals for election as directors of the Company:

  18. Director Nominees

    | | | | | | Neal P. Goldman Chairman of the Board | Paul R. Goodfellow Executive Director, President and Chief Executive Officer | Paula R. Glover Director | John “Brad” Juneau Director |

  19. Director Nominees

    | | | | | Richard M. Sherrill Director | Charles M. Sledge Director | Shandell M. Szabo Director |

  20. Director Nominees

    Each of the individuals nominated by the Board has consented to serving as a director nominee, being named in this Proxy Statement, and serving on the Board if elected. Each individual elected to serve as director at the Annual Meeting will serve a one (1) year term beginning at the Annual Meeting and expiring at the next annual meeting of stockholders to be held in 2026, or until either they are reelected, or their successors are duly elected and qualified or until their earlier death, resignation or removal. If any director nominee is unable to serve, unwilling to accept nomination or election or otherwise at the time of the Annual Meeting, the persons acting under your proxy will vote for the election of a substitute nominee, if any, designated by the present Board to fill the vacancy. The Board has no reason to believe that any director nominee will be unable or unwilling to serve as elected. See “Governance and Board Matters—Director Biographies” beginning on page 7 for biographical information regarding our director nominees.

  21. Director Biographies

    Director Biographies Set forth below is biographical information about each of our director nominees.

  22. Director Biographies

    | | 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) Other Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Nominating and Governance Committee, Chairman – Audit Committee, Vice Chairman (audit committee financial expert) – Compensation and Human Resources Committee • iRobot Corp. (NASDAQ: IRBT) (March 2025 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, Chairman – Audit Committee (audit committee financial expert) • Core Scientific, Inc. (OTC: CORZQ) (October 2022 to January 2024) • Garrett Motion Inc. (NASDAQ: GTX) (December 2019 to December 2020) • Sunlight Financial Holdings Inc. (NYSE: SUNL) (October 2023 to December 2023) • KLDisccovery Inc. (OTC: KLDI) (March 2024 to August 2024) • Diamond Offshore Drilling, Inc. (NYSE: DO) (May 2021 to September 2024 when it was acquired by Noble Corporation plc) – Chairman – Compensation Committee, Chairman – Nominating, Governance and Sustainability Committee • ModivCare Inc. (NASDAQ: MODV) (December 2024 to February 2025) • Various other public boards held prior to 2020, 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 and NII Holdings | | Chairman Age: 55 Director since: 2018 | | | Committees: • Nominating & Governance (Chair) | | | Education: University of Michigan, B.A. (English Literature) 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. |

  23. Director Biographies

    | 2025 PROXY STATEMENT | 7 |

  24. Director Biographies

    | | Paul R. Goodfellow Background: • Series of positions held during a 30+ year career at Shell plc (NYSE: SHEL) (“Shell”) from 1991 until joining Talos in 2025 including most recently: – Executive Vice President and Group Chief Internal Auditor (August 2023 to February 2025); and – Executive Vice President, Deep Water, Shell Upstream, in Houston, Texas (April 2019 to August 2023) – Executive Vice President, Wells, Shell International, in The Hague Area, Netherlands (2017 to 2019) Other Leadership and Experience: • Finance Committee of Houston Exponential (2019 to 2022) – Director and member • Sirius Well Manufacturing Systems Pte. Ltd. (joint venture between Royal Dutch Shell and China National Offshore Oil Corporation (CNOOC) in Singapore (2017 to 2021)) – Chairman • Shell UK Limited in London, UK (2015 to 2017) – Director • Oil and Gas UK (OGUK) in London, UK (2015 to 2017) – Director Other Current Public Boards: • None Prior Public Boards: • Shell Midstream Partners GP LP (formerly NYSE: SHLX) (October 2014 to August 2023) – Chairman (October 2019 to August 2023) – Director (October 2014 to October 2019) | | President and Chief Executive Officer, Director Age: 59 Director since: 2025 | | | Committees: • None | | | Education: Camborne School of Mines in the United Kingdom: Bachelor of Science in Mining and Mineral Engineering Doctor of Philosophy in Rock Mechanics | | | | We believe that Mr. Goodfellow’s over 30 years of domestic and international experience in the oil and gas industry during a distinguished career at Shell, in addition to his knowledge of the global deepwater business, brings valuable perspective and technical expertise to our Board of Directors. |

  25. Director Biographies

    | 8 | |

  26. Director Biographies

    | | 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) – Appointment Committee (December 2024 to Present) • Appointed to the Electricity Advisory Board for the U.S. Department of Energy (August 2024 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 Other Leadership and Experience: • Alliance to Save Energy, President, Board of Directors (Present) • Groundswell, Board of Directors – Governance Committee, Chair • Keystone Policy Center, Board of Directors (Present) – Executive Committee • Resources for the Future, Board of Directors (Present) – Nominations Committee – Audit and Finance Committee • Clean Energy Works, Board of Directors (Present) – Chair • American Association of Blacks in Energy, Board of Directors (Present) – Emeritus Advisory Board, Chair • Share the Power Foundation, Board of Directors (Present) Other Current Public Boards: • None | | Director Age: 57 Director since: 2021 | | | Committees: • SSCR (Chair) • Nominating & Governance | | | Education: University of Delaware, B.S. (Marketing Management) | | | | We believe that Ms. Glover’s 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. |

  27. Director Biographies

    | 2025 PROXY STATEMENT | 9 |

  28. Director Biographies

    | | John “Brad” Juneau Background: • Co-founder and Chairman of the Board of Directors, 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 Other Current Public Boards: • Contango ORE, Inc. (NYSE: CTGO) (2012 to Present) – Chairman (2013 to Present) Prior Public Boards: • Stone Energy Corporation (formerly NYSE: SGY) (March 2017 to May 2018) | | Director Age: 65 Director since: 2018 | | | Committees: • SSCR • Technical* | | | 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 our Board of Directors. |

  29. Director Biographies

    | * Mr. Juneau served as Co-Chair of the Technical Committee during 2024 until its dissolution in December 2024. |

  30. Director Biographies

    | 10 | |

  31. Director Biographies

    | | Richard M. 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 Clean Aire Partners (“CAP”) (November 2023 to Present) • Founding Partner and President, CAP, an energy transition company focused on carbon capture, processing, transportation, and sequestration of CO2, which was formed in 2021 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 Energy Corporation with commercial responsibilities for nonregulated natural gas and power (1998 to 2003) • Vice President, Natural Gas Clearinghouse (ultimately Dynegy, Inc.) in 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 Non-Public Boards: • ARM Energy (December 2023 to Present) Prior Boards: • EnVen Energy Corporation (2015 until February 2023 when EnVen was acquired by Talos) – Lead Director – Audit Committee, Chairman – Risk and Compensation Committees • Castex Energy (2018 to 2021) – Audit Committee, Chairman – Risk Committee • Ceritas Energy, Director | | Director Age: 59 Director since: 2023 | | | Committees: • Audit • Compensation | | | 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, senior executive leadership roles, finance background, and prior board experience, including on audit and risk committees, bring valuable skills and perspective to our Board of Directors. |

  32. Director Biographies

    | 2025 PROXY STATEMENT | 11 |

  33. Director Biographies

    | | 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) Other Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Chairman – Audit Committee, Chairman – Safety, Environment and Sustainability Committee • Noble Corporation plc (NYSE: NE) (February 2021 to Present) – Chairman – Compensation Committee – Audit Committee – Safety & Sustainability Committee Prior Boards: • Stone Energy Corporation (March 2017 to May 2018) • Vine Resources, Inc., Non-Executive Chairman • Expo International, Non-Executive Chairman | | Director Age: 59 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 risks, makes him a valuable member of our Board of Directors. |

  34. Director Biographies

    | 12 | |

  35. Director Biographies

    | | Shandell M. Szabo Background: • Nearly 20 years with Anadarko Petroleum Corporation (“Anadarko”) (formerly NYSE: APC) in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of America, 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 America Manager (2009 to 2010) • Prior to Anadarko, various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of America • Advisor, Bain Co., consulting on energy matters (February 2024 to Present) Leadership: • Montgomery County executive leadership team for the Leukemia and Lymphoma Society (Present) • Chair - 2022 & 2023 Student Visionaries of the Year leadership program, Leukemia and Lymphoma Society • Corporate Regional Council and Board Advisory Member for the United Way of Greater Houston (Present) Other Current Public Boards: • Magnolia Oil & Gas Corp. (NYSE: MGY) (May 2024 to Present) – Audit Committee Current Private Boards: • Biota Technologies (February 2020 to July 2024) – Chair – Compensation Committee, Chair Prior Boards: • EnVen Energy Corporation (2020 until February 2023 when EnVen was acquired by Talos) – Risk/Safety Committee, Chair – Governance Committee | | Director Age: 50 Director since: 2023 | | | Committees: • SSCR • Technical* | | | 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 all levels of the energy industry for nearly 20 years, as well as her board service on audit, risk and safety committees, provide valuable technical and operations-level experience combined with financial, reserves, risk and safety insight, as a member of our Board of Directors. |

  36. Director Biographies

    | * Ms. Szabo served as Co-Chair of the Technical Committee during 2024 until its dissolution in December 2024. |

  37. Director Biographies

    | 2025 PROXY STATEMENT | 13 |

  38. Director Independence

    Director Independence The majority of the members of the Board at any given time must qualify as independent under the NYSE listing standards and the SEC’s rules and regulations. The Board has determined that, except for Paul Goodfellow due to his role as President and Chief Executive Officer of the Company, each of the current non-management directors and director nominees including Neal P. Goldman, Paula R. Glover, John “Brad” Juneau, Donald R. Kendall, Jr., Richard Sherrill*, Charles M. Sledge and Shandell Szabo are independent under the applicable NYSE listing standards and the SEC rules and regulations. During a portion of the fiscal year ended December 31, 2024, Mr. Timothy S. Duncan served as a non-independent executive director, due to his role as the Company’s former President and Chief Executive Officer, until his departure on August 29, 2024 and his resignation as a member of the Board, effective November 1, 2024. Mr. Joseph A. Mills** served as an independent director under the NYSE listing standards and SEC rules and regulations for a portion of the fiscal year ended December 31, 2024 until his appointment as the Company’s Interim President and Chief Executive Officer in August 2024 and until his resignation in January 2025. In connection with its assessment of the independence of each non-management director, the Board also determined that each member of the Audit Committee, Compensation Committee and Nominating & Governance Committee is independent under applicable NYSE listing standards and SEC rules and regulations for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee meets the additional independence standards set forth by the NYSE applicable to members of the Compensation Committee.

  39. Director Independence

    | * In October 2023, Mr. Sherrill stepped down from his role on the Audit and Compensation Committees and the Board deferred a determination of Mr. Sherrill’s independence due to his then-new role as president of Howard Energy Partners, LLC, an affiliate of a co-member of a carbon capture and sequestration (“CCS”) project in Corpus Christi, Texas. In March 2024, the Company sold its CCS business and the Board reaffirmed that Mr. Sherrill was “independent” pursuant to NYSE listing rules and SEC rules and regulations on March 26, 2024. |

  40. Director Independence

    | ** In connection with Mr. Mills appointment as Interim President and Chief Executive Officer, Mr. Mills immediately stepped down from each of the Audit Committee and the Technical Committee, effective August 29, 2024. |

  41. Director Independence

    | 14 | |

  42. Qualifications, Skills and Experience of Our Director Nominees

    Qualifications, Skills and Experience of Our Director Nominees We believe the members of our Board should 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 acknowledges the importance of different backgrounds, perspectives and views in achieving success. The matrix below represents some of the key skills that our Board has identified as 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 director nominees, which may be relevant and valuable to their service on our Board.

  43. Qualifications, Skills and Experience of Our Director Nominees

    | EXPERIENCE AND SKILLS | Goldman | Goodfellow | Glover | Juneau | Sherrill | Sledge | Szabo | | Senior Executive Leadership | | | | | | | | | Energy Sector | | | | | | | | | Technical/Engineering/Reserves | | | | | | | | | Finance/Accounting | | | | | | | | | Risk Management | | | | | | | | | Health/Safety/Environment | | | | | | | | | Human Capital/Compensation | | | | | | | | | Regulatory/Public Policy | | | | | | | | | Cybersecurity | | | | | | | | | Corporate Governance | | | | | | | |

  44. Qualifications, Skills and Experience of Our Director Nominees

    | 2025 PROXY STATEMENT | 15 |

  45. Board Composition

    Board Composition Consistent with our ongoing commitment to creating a balanced Board with a wide range of viewpoints and deep industry expertise, our Board will continue to maintain its commitment to seeking varied perspectives and experiences when evaluating nominees to the Board. The Nominating & Governance Committee reviews the advisability or need for any changes in the number and composition of the Board and the Board’s committee structure.

  46. Board Composition

    | 6/7 | DIRECTOR NOMINEES ARE INDEPENDENT |

  47. Board Composition

    | * Mr. Kendall is excluded from the calculations above as he is not standing for reelection to the Board at the Annual Meeting. |

  48. Board Composition

    | (1) Director nominees’ ages range from 50 to 65 years. Rounded up to the next whole number as of the date of this Proxy Statement. |

  49. Board Composition

    | (2) Director nominees’ tenures range from zero to seven years. Rounded up to the next decimal point as of the date of this Proxy Statement. |

  50. Board Composition

    | 16 | |

  51. Corporate Governance Guidelines

    | • | director compensation; |

  52. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee director compensation elements are designed to:

  53. DIRECTOR COMPENSATION

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

  54. DIRECTOR COMPENSATION

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

  55. DIRECTOR COMPENSATION

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

  56. DIRECTOR COMPENSATION

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

  57. 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:

  58. DIRECTOR COMPENSATION

    | • | annual cash retainers; |

  59. DIRECTOR COMPENSATION

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

  60. DIRECTOR COMPENSATION

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

  61. 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 |

  62. DIRECTOR COMPENSATION

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

  63. DIRECTOR COMPENSATION

    The Board and Compensation Committee have not increased (i) annual cash retainers since 2018, (ii) the value of the annual equity award since 2020, (iii) Audit, Compensation, Nominating & Governance and SSCR Committees fees since 2018, and (iv) additional meeting fees since 2018. The tables below set forth the 2024 compensation program for our non-employee directors.

  64. 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. |

  65. DIRECTOR COMPENSATION

    | 28 | |

  66. DIRECTOR COMPENSATION

    Directors also received supplemental cash retainers for service on Board committees in the following amounts during 2024:

  67. 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 and terminated December 31, 2024) | Co-Chairs • $20,000 (2) Member • $10,000 (2) | | | | CCS Investment Committee (established February 2023 and terminated March 2024) | Member $20,000 / month | Monthly cash retainer | Paid monthly |

  68. DIRECTOR COMPENSATION

    | (1) The Non-Executive Chairman, who currently also serves as the Chairman of the Nominating & Governance Committee, does not generally receive any supplemental retainers for committee service but may receive additional payments, if approved by the Board, for extraordinary additional services. For example, in 2024, our Non-Executive Chairman received payments of monthly cash retainers for membership on the CCS Investment Committee during the first quarter of 2024, totaling $60,000 and payment of $1,500 per meeting for the additional 14 meetings of the Audit Committee that he attended during 2025, totaling $21,000. |

  69. DIRECTOR COMPENSATION

    | (2) From January 1 through March 31, 2024, the Technical Committee was paid an annual retainer of $20,000 ($5,000 for the first quarter). Beginning on April 1, 2024 through September 30, 2024, in lieu of the annual retainer, members of the Technical Committee were paid a monthly cash retainer of $20,000 per month for the additional preparations and increased responsibilities related to that committee (a total of $120,000 for the second and third quarters, cumulatively). From October 1, 2024 through December 31, 2024, in lieu of the annual retainer, members of the Technical Committee were paid a monthly cash retainer of $10,000 per month for their service on that committee (a total of $30,000 for the fourth quarter). |

  70. DIRECTOR COMPENSATION

    Each non-employee director may additionally receive $1,500 for each meeting of the Board or a committee (other than committees for which directors receive monthly payments) for additional meetings in excess of 10 meetings (both in-person and telephonic) per year. 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 (other than Mr. Mills) on March 5, 2024, which vested in full on March 5, 2025, subject to the non-employee director’s continued service. Mr. Mills, who joined the Board mid-year, received a grant of the same value on April 24, 2024. As described further in the Compensation Discussion and Analysis section, below, Mr. Mills agreed to forfeit 4,273 of the 12,510 total RSUs that he was granted in 2024 for his service as a non-employee member of the Board. The forfeited RSUs represent the number of RSUs that were intended to compensate him for his service as a non-employee member of the Board from August 29, 2024 to December 31, 2024, the portion of 2024 that Mr. Mills served as Interim President and Chief Executive Officer. In the year prior to any grant, each non-employee director is provided the opportunity to defer the settlement of their RSUs until a later date pursuant to the deferral election form. Following the vesting date, or such later date as elected by the director pursuant to the deferral election, RSUs awarded to non-employee directors 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 granted in 2024 will accelerate in full upon (i) a termination of the non-employee director’s service due to death or (ii) a “change in control”

  71. DIRECTOR COMPENSATION

    | 2025 PROXY STATEMENT | 29 |

  72. DIRECTOR COMPENSATION

    (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.”

  73. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The table below reflects the cash compensation earned during 2024 and the value of RSUs granted during 2024 by the members of the Board that are compensated by us for their service on the Board. Compensation paid to Joseph A. Mills for his service as a non-employee member of our Board and Interim Chief Executive Officer during 2024 is reported in the Summary Compensation Table on page 54.

  74. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees earned or paid in Cash $(1) | Stock Awards $(2) | Total $ | | Paula R. Glover | 105,000 | 165,413 | 270,413 | | Neal P. Goldman | 238,500 | 237,780 | 476,280 | | John “Brad” Juneau | 258,750 | 165,413 | 424,163 | | Donald R. Kendall, Jr. | 206,500 | 165,413 | 371,913 | | Richard Sherrill | 117,000 | 165,413 | 282,413 | | Charles M. Sledge | 210,500 | 165,413 | 375,913 | | Shandell Szabo | 252,250 | 165,413 | 417,663 |

  75. 2024 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column include (i) $60,000 ($20,000 per month for three months) in monthly cash retainers for service on the CCS Investment Committee for each of Messrs. Goldman, Kendall and Sledge, (ii) (a) $21,000 in meeting fees for 14 additional Audit Committee meetings Mr. Goldman attended, (b) $27,000 in meeting fees for 18 additional Audit Committee meetings Messrs. Kendall and Sledge attended, (c) $19,500 in meeting fees for 13 additional Audit Committee meetings Mr. Sherrill attended and (d) $4,500 in meeting fees for 3 additional Compensation Committee meetings Messrs. Kendall and Sledge attended, (iii) (a) $7,500 for 5 additional Board meetings Messrs. Goldman, Juneau, Kendall and Sherrill and Ms. Glover attended, (b) $6,000 for 4 additional Board meetings Ms. Szabo attended and (c) $1,500 for one additional Board meeting Mr. Sledge attended, and (iv) for Mr. Juneau and Ms. Szabo, a cash payment of $5,000 for service on the Technical Committee from January 1, 2024 to March 31, 2024, monthly cash payments of $20,000 from April 1, 2024 to September 30, 2024 and thereafter, monthly cash payments of $10,000 from October 1, 2024 to December 31, 2024. |

  76. 2024 DIRECTOR COMPENSATION TABLE

    | (2) Amounts in this column represent the aggregate grant date fair value of the RSUs granted to the directors during the 2024 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 ($13.22 for all directors for RSUs granted March 5, 2024) applied to the total number of RSUs granted. Additional information regarding the assumptions underlying these calculations is available in Notes 2 and 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, the following unvested RSU awards were held by each non-employee directors: (i) for Mr. Goldman, 17,983 RSUs, and (ii) for Mses. Glover and Szabo and Messrs. Juneau, Kendall, Sherrill and Sledge, 12,510 RSUs, each of which became fully vested on March 5, 2025. Additionally, as of December 31, 2024, 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, 27,801 RSUs, (B) for Mr. Sledge, 6,873 RSUs, (C) for Mr. Kendall, 11,612 RSUs and (D) for Ms. Glover, 20,678 RSUs. |

  77. Executive Director Compensation

    Executive Director Compensation Mr. Duncan, former CEO. The Compensation Committee approved a compensation package for Mr. Duncan as CEO for the 2024 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. Mr. Mills, former Interim CEO. Mr. Mills was compensated as a non-employee director from his appointment to the Board on March 4, 2024 until August 29, 2024, when he was appointed as Interim President and Chief Executive Officer. Upon his appointment as Interim President and Chief Executive Officer, Mr. Mills ceased receiving compensation as a non-employee director and began receiving the compensation approved for him in his role as Interim President and Chief Executive Officer by the Compensation Committee, which is described in more detail below under “Executive Compensation Matters—Compensation Discussion and Analysis—Executive Summary—New Leadership; Renewed Focus on Mission.” Mr. Mills also forfeited the portion of his annual equity award that he received in his capacity as a non-employee member of the Board attributable to the portion of 2024 during which he served as Interim President and Chief Executive Officer. Total compensation paid to each of Mr. Duncan and Mr. Mills for their services to the Company are reported in the Summary Compensation Table, below on page 54.

  78. Executive Director Compensation

    | 30 | |

  79. Executive Director Compensation

    Set forth below is biographical information about each of our executive officers. Gregory M. Babcock, the Company’s Chief Accounting Officer, is a key officer who is not an executive officer of the Company as such term is defined under Rule 3b-7 under the Exchange Act.

  80. Executive Director Compensation

    | President, Chief Executive Officer and Director Age: 59 Officer since: 2025 | Paul Goodfellow Mr. Goodfellow was appointed as President and Chief Executive Officer of the Company in March 2025. Mr. Goodfellow has over 34 years of domestic and international experience in the oil and gas industry during a distinguished career at Shell plc (NYSE: SHEL) where he held a series of positions from 1991 until joining Talos in 2025. During his tenure at Shell, Mr. Goodfellow held various senior executive roles, including leading Shell’s global deepwater business, which included the U.S. Gulf of America, Offshore Mexico, Brazil, West Africa, Malaysia, the North Sea and other international areas. Additionally, Mr. Goodfellow held positions overseeing Shell’s global drilling, completion and well intervention organization and served as a key member of the Projects & Technology and Upstream leadership teams. Prior to joining the Company, Mr. Goodfellow most recently served as Shell’s Executive Vice President and Group Chief Internal Auditor from August 2023 until February 2025 and Executive Vice President, Deep Water, Shell Upstream from April 2018 to August 2023. Mr. Goodfellow also served as the Chairman of the board of directors of Shell Midstream Partners GP LP (formerly NYSE: SHLX) from October 2019 to August 2023 and as a director from October 2014 to October 2019. Mr. Goodfellow received a Bachelor of Science in Mining and Mineral Engineering in 1986 and a Doctor of Philosophy in Rock Mechanics in 1990, each from the Camborne School of Mines in the United Kingdom. Mr. Goodfellow has been a Chartered Engineer since 1990, a member of the UK Institute of Mining and Metallurgy since 1991 and a member of the Society of Petroleum Engineers since 2000. |

  81. Executive Director Compensation

    | Executive VP and Chief Financial Officer Age: 44 Officer since: 2023 | Sergio L. Maiworm, Jr. Mr. Maiworm has served as our Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company since April 2024, and prior to that, as Senior Vice President and Chief Financial Officer since June 2023. Effective January 6, 2025, Mr. Maiworm was designated and appointed as Interim Co-President of the Company serving under the Office of the Interim Chief Executive Officer. On March 1, 2025, in connection with the appointment of Mr. Goodfellow as the Company’s President and Chief Executive Officer, the Office of the Interim Chief Executive Officer was dissolved and Mr. Maiworm stepped down from his role as Interim Co-President. Prior to becoming Chief Financial Officer in 2023, Mr. Maiworm served as 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 Shell plc (NYSE: SHEL) (formerly 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. Additionally, Mr. Maiworm served as a member of the board of directors of the Houston Chamber Choir from July 2019 to November 2023. Mr. Maiworm earned a B.S. in Business Administration from the Pontificia Universidade Catolica do Rio de Janeiro (PUC-Rio) in Brazil 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. |

  82. Executive Director Compensation

    | 2025 PROXY STATEMENT | 31 |

  83. Executive Director Compensation

    | Executive VP, General Counsel and Secretary Age: 55 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. Effective January 6, 2025, Mr. Moss was designated and appointed as Interim Chief Executive Officer and Interim Co-President of the Company serving under the Office of the Interim Chief Executive Officer. On March 1, 2025, in connection with the appointment of Mr. Goodfellow as the Company’s President and Chief Executive Officer, the Office of the Interim Chief Executive Officer was dissolved and Mr. Moss stepped down from his role as Interim Chief Executive Officer and Interim Co-President. 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’ practice focused on mergers and acquisitions, securities offerings and general corporate and securities matters where 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. Mr. Moss is licensed to practice in Texas under the State Bar of Texas. |

  84. Executive Director Compensation

    | Executive VP and Head of Operations Age: 54 Officer since: 2023 | John B. Spath Mr. Spath has served as our Executive Vice President and Head of Operations since December 2023. Effective January 6, 2025, Mr. Spath was designated and appointed as Interim Co-President of the Company serving under the Office of the Interim Chief Executive Officer. On March 1, 2025, in connection with the appointment of Mr. Goodfellow as the Company’s President and Chief Executive Officer, the Office of the Interim Chief Executive Officer was dissolved and Mr. Spath stepped down from his role as Interim Co-President. 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 as 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 29 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, Inc. before joining Deepwater drilling operations at Talos. 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. |

  85. Executive Director Compensation

    | 32 | |

  86. Executive Director Compensation

    | Vice President and Chief Accounting Officer Age: 41 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 May 2018 when 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. |

  87. Executive Director Compensation

    | 2025 PROXY STATEMENT | 33 |

  88. New Leadership; Renewed Focus on Mission

    Mr. Mill’s actual compensation for 2024 excludes stock and cash received as a non-employee director. Other Leadership Changes. On March 27, 2024, Ms. Fielder’s employment with the Company was terminated by her for good reason because her role was eliminated in connection with the sale of the Company’s CCS business. Effective, April 24, 2024, Mr. Parker’s employment with the Company was terminated by the Board without cause. On the same date, Mr. Maiworm was promoted from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer, in recognition of Mr. Maiworm’s role as a member of the executive management team.

  89. Performance Highlights

    | • | Successfully executed an offering of long-term second lien notes with the majority of proceeds used to refinance our prior notes, which extended our maturity profile and lowered our cost of capital, and part of the proceeds used to fund a portion of the QuarterNorth acquisition |

  90. Performance Results for 2022 - 2024 PSUs

    Performance Results for 2022 - 2024 PSUs

  91. Performance Results for 2022 - 2024 PSUs

    | • | TSR PSUs. The performance period for the 2022-2024 PSUs that vest based on the Company’s absolute total shareholder return (“TSR”) ended as of December 31, 2024. The Compensation Committee certified performance for the 2022-2024 TSR PSUs below threshold, resulting in a 0% payout. |

  92. Performance Results for 2022 - 2024 PSUs

    | • | PVI PSUs. The performance period for the 2022-2024 PSUs that vest based on the present value of the Company’s cash flow (“PVI”) ended as of December 31, 2024. The Compensation Committee certified performance for the 2022-2024 PVI PSUs below threshold, resulting in a 0% payout. |

  93. Focus on Best 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 ✓ Compensation Committee retains independent compensation consultant and counsel ✓ Reference an appropriate peer group in determining compensation elements and levels of pay ✓ Maintain stock ownership requirements for executives and directors ✓ Maintain a clawback policy compliant with current legal requirements ✓ 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 severance agreements or arrangements for our executive officers |

  94. Introduction to Talos Competitive Market and Compensation Considerations

    Introduction to Talos Competitive Market and Compensation Considerations Talos operates in a highly unique and competitive market primarily focused offshore in the Gulf of America Deepwater. Our business and economic environment is strongly influenced by factors that affect decision making and company performance over extended time horizons. These factors include:

  95. Introduction to Talos Competitive Market and Compensation Considerations

    | • | Complex technical expertise requirements; |

  96. Introduction to Talos Competitive Market and Compensation Considerations

    | • | Large capital investments with long payback periods; |

  97. Introduction to Talos Competitive Market and Compensation Considerations

    | • | Cyclical nature of oil and gas demand and pricing; |

  98. Introduction to Talos Competitive Market and Compensation Considerations

    | • | Competition for talent from larger, more established competitors; and |

  99. Introduction to Talos Competitive Market and Compensation Considerations

    | • | Significant impact of legislative, political, regulatory, safety and environmental considerations. |

  100. Introduction to Talos Competitive Market and Compensation Considerations

    These influences also impact the design and administration of our executive pay programs, including incentive compensation design and how we define our peer group for compensation comparisons.

  101. Program Design: Aligned with Business and Talent Strategy

    | • | Aligning the interests of our executives directly with those of our stockholders to increase long-term shareholder value. |

  102. Program Design: Aligned with Business and Talent Strategy

    | • | Competitive pay opportunities: NEO total compensation is positioned to compare favorably with executives within our peer group, particularly those companies with which we most directly compete for talent. |

  103. Program Design: Aligned with Business and Talent Strategy

    | • | Annual incentive compensation linked to key objectives: Our annual incentive plan design includes a blend of financial, operational, safety and emissions intended to provide a balanced view of performance that accounts for, but is not overly influenced by, commodity prices – rewarding management’s ability to run the business in a safe, efficient, fiscally responsible, and environmentally sound manner that supports resiliency and positions us to create value for stockholders within a wide range of commodity prices. |

  104. Program Design: Aligned with Business and Talent Strategy

    | • | Emphasis on equity compensation and shareholder returns: Equity-based compensation comprises the largest component of executive compensation; grants of performance units reward management for outstanding relative and absolute total shareholder return performance, while time-based restricted shares and multi-year vesting promote retention, a longer-term perspective, and an ownership culture that is aligned with the best interests of our stockholders. |

  105. Role of the Compensation Committee

    | • | review and modify overall compensation budgets, aggregate bonus and equity-based compensation grant values, and decisions on individual non-officer employee compensation; |

  106. Role of the Compensation Committee

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

  107. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant During 2024, 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 2024 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.

  108. 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 As is standard, when helpful or necessary, compensation consultants and counsel work directly with management to prepare materials for the Compensation Committee’s consideration. During 2024, 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.

  109. Peer Group

    Peer Group When making compensation decisions, the Compensation Committee typically considers comparative compensation information of select peer and industry companies as one reference point in its review and approval of compensation for NEOs. This review is done with respect to both the structure of our executive compensation program as well as the targeted amount of compensation. The companies that comprise the peer group reflect companies in the oil and gas exploration and production industry against which we generally 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

  110. Peer Group

    | 2025 PROXY STATEMENT | 39 |

  111. Peer Group

    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. As noted above, given the Company’s differentiated position as a small, independent exploration and production company operating almost exclusively offshore in the Gulf of America, many of our selected peers, particularly those operating primarily or exclusively onshore, do not face the same operational complexity, capital requirements, long-term payback periods, or technical expertise requirements as Talos. As a result, comparable peers are limited. While the Compensation Committee utilizes peer data in its evaluation of our executive compensation program, long-term incentive design and executive pay levels, it also exercises judgement in recognizing the needs of attracting and retaining skilled and specialized executive talent in our business niche. The Compensation Committee and the Board, with input from Meridian, determined that the companies listed in the table below appropriately reflect a broad peer group to help inform decisions regarding 2024 compensation structure and levels (the “2024 Peer Group”):

  112. Peer Group

    | 2024 Peer Group | | | Berry Corporation (NASDAQ: BRY) | Matador Resources Company (NYSE: MTDR) | | California Resources Corporation (NYSE: CRC) | Murphy Oil Corporation (NYSE: MUR) | | Callon Petroleum Company (NYSE: CPE) (1) | PDC Energy, Inc. (3) | | Chord Energy Corporation (NASDAQ: CHRD) (2) | Permian Resources Corporation (NYSE: PR) (4) | | Civitas Resources, Inc. (NYSE: CIVI) | Ranger Oil Corporation (3) | | Denbury Inc. (3) | Southwestern Energy Company (NYSE: SWN) (5) | | Kosmos Energy Ltd. (NYSE: KOS) | Vital Energy, Inc. (NYSE: VTLE) (6) | | Magnolia Oil & Gas Corporation (NYSE: MGY) | W&T Offshore, Inc. (NYSE: WTI) |

  113. Peer Group

    | (1) APA Corporation acquired Callon Petroleum Company in April of 2024. |

  114. Peer Group

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

  115. Peer Group

    | (3) These companies were acquired during 2023: 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. Annual compensation decisions are made in the first quarter of each year, generally prior to the time proxy disclosure regarding the preceding year’s compensation for our peers is filed. As a result, in early 2024, the Compensation Committee examined peer compensation data filed in 2023, which was still available for these companies as it was filed prior to the relevant transactions which occurred later in 2023. |

  116. Peer Group

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

  117. Peer Group

    | (5) Chesapeake Energy acquired Southwestern Energy in October 2024 resulting in the creation of Expand Energy Corporation (NASDAQ: EXE), which became the largest natural gas producer in the US. |

  118. Peer Group

    | (6) In January 2023, Laredo Petroleum, Inc. changed its name to Vital Energy, Inc. |

  119. Peer Group

    The only changes made to the 2024 Peer Group compared to the 2023 peer group were as a result of name changes or mergers as noted in the footnotes above and table below.

  120. Peer Group

    | 2024 Peer Group Changes Resulting from Transactions | | | | Centennial Resources Development, Inc. | • | Permian Resources Corporation (name change) | | Laredo Petroleum, Inc. | • | Vital Energy, Inc. (name change) | | Whiting Petroleum Corporation | • | Chord Energy Corp. (merger of Oasis Petroleum and Whiting Petroleum) |

  121. Use of 2024 Peer Group

    Use of 2024 Peer Group The Compensation Committee evaluated compensation of the 2024 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 2024 Peer Group including NEO compensation at the companies in the 2024 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 when setting target compensation for our NEOs, 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.

  122. Use of 2024 Peer Group

    | 40 | |

  123. Elements of Compensation for the 2024 Fiscal Year

    | | Key compensation Elements | Primary Performance 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 | • Adjusted Free Cash Flow Generation (50%) • 2024 Year-End Net Debt Balance (10%) • Average Daily Production (20%) • Safety Measures (TRIR/SIFR) (15%) • GHG Emissions and Methane Reduction (5%) | • For 2024, all metrics are quantitative • Drive achievement of key business results on an annual basis • Performance-based and not guaranteed • Emphasizes focus on financial goals, safety and ESG, all 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 (PSUs) | • Absolute and Relative TSR | • Directly ties interests of executives to interests of stockholders • Retains and motivates 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 and relative TSR goals • Payouts are limited to 200% of the target award | | | Restricted stock units (RSUs) | • Stock price | • RSUs granted in 2024 vest annually over three years • Strong retention tool • Multi-tranche vesting bridges the gap between short and long-term compensation |

  124. Base Salary

    | (2) After reviewing the base salaries of executive officers in the 2024 Peer Group and upon recommendation by the Compensation Committee, on April 24, 2024, the Board approved an increase in base salary for Mr. Maiworm to more closely align his base salary with the base salary paid to similarly situated executives at members of the 2024 Peer Group. The Compensation Committee did not recommend, and the Board did not approve, a further increase to Mr. Maiworm’s base salary in connection with his promotion from Senior Vice President and Chief Financial Officer to Executive Vice President and Chief Financial Officer on April 24, 2024. Mr. Maiworm did not receive an increase in base salary as a result of this promotion, as the April 2024 increase in his base salary already reflected appropriate market positioning for his role. |

  125. Base Salary

    | (3) Mr. Spath received an increase in 2024 to better align his new role with comparable executives within the 2024 Peer Group. |

  126. Annual Incentive Program

    Annual Incentive Program Our AIP is an annual cash incentive bonus designed to motivate our NEOs to achieve specific financial and operational goals, recognize contributions toward these goals, and recognize other contributions that drive creation of shareholder value. Performance is measured on an annual basis relative to pre-established performance criteria. Establishing 2024 Target Annual Incentive Program Awards The target 2024 AIP award for each of our NEOs was approved by the Board in April 2024, 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 2024 Peer Group. The individual targets for the 2024 Fiscal Year, expressed as a percentage of base salary, are set forth in the following table for each of our NEOs. There were no changes to the NEO’s target AIP levels in 2024.

  127. Annual Incentive Program

    | Name | 2024 Target AIP Awards (% of Base Salary) | Percentage Increase from 2023 to 2024 | | Joseph A. Mills (1)(2) | N/A | N/A | | Sergio L. Maiworm, Jr. | 80% | 0% | | John B. Spath | 80% | 0% | | William S. Moss III | 80% | 0% | | Timothy S. Duncan (1)(5) | 125% | 0% | | John A. Parker (3)(5) | 80% | 0% | | Robin Fielder (4)(5) | 80% | 0% |

  128. Annual Incentive Program

    | 42 | |

  129. Annual Incentive Program

    | (1) Effective August 29, 2024, Mr. Duncan’s employment with the Company was terminated by the Company and Mr. Mills was appointed as Interim President and Chief Executive Officer. Mr. Mills resigned from his position as Interim Chief Executive Officer, President and Director effective January 5, 2025 and his employment with the Company ended. |

  130. Annual Incentive Program

    | (2) The Compensation Committee elected not to establish a target AIP level for Mr. Mills in his role as Interim President and Chief Executive Officer. Any 2024 AIP bonus awarded to Mr. Mills would have been at the full discretion of the Board had Mr. Mills still been serving as interim CEO at the time the 2024 AIP bonuses were paid. Because he was not serving at that time, he was not eligible for a 2024 AIP payment. |

  131. Annual Incentive Program

    | (3) Effective April 24, 2024, Mr. Parker’s employment with the Company was terminated by the Company. Mr. Parker’s employment terminated simultaneously with the Board’s approval of 2024 target AIP levels for executives so no new target level was established for him for 2024. |

  132. Annual Incentive Program

    | (4) On March 27, 2024, Ms. Fielder’s employment with the Company terminated by her for good reason, following the sale of the Company’s CCS business. As a result, Ms. Fielder’s employment terminated before compensation decisions were made regarding 2024 target AIP levels for executives. |

  133. Annual Incentive Program

    | (5) Pursuant to their respective separation agreements, Messrs. Duncan and Parker and Ms. Fielder are each entitled to receive a Pro Rata Annual Bonus to be paid in a lump sum at the time annual bonuses for the 2024 Fiscal Year are paid to executives of the Company. Pro-Rata Annual Bonus is defined in the Severance Policy as an amount equal to the annual cash bonus that an eligible executive would have been entitled to receive for the fiscal year of the Company in which the date of termination occurs based on actual performance (as determined by the Compensation Committee following the end of such fiscal year in accordance with the LTIP or any successor plan thereto), multiplied by a fraction, the numerator of which is the number of days in such fiscal year during which such eligible executive was employed by the Company, and the denominator of which is 365. |

  134. Annual Incentive Program

    2024 Annual Incentive Program Measures and Goals The 2024 AIP was structured to payout, if at all, between 50% (threshold) and 200% (maximum) of each NEO’s target bonus amount, dependent upon the level of performance for the 2024 AIP metrics. 2024 AIP awards were based on our achievement of the following performance measures, with threshold, target and stretch goals for each of these metrics based on the Company’s budget, past performance, future drilling plans and expectations and earnings guidance.

  135. Annual Incentive Program

    | Performance Measures: | | Rationale for Selecting Performance Measure: | | Financial Performance • Adjusted Free Cash Flow Generation (50%) • Year-End Net Debt Balance (10%) | 60% | Provides incentive to achieve strong cash flow generation and net debt reduction under the credit facility, which the Board believes are key drivers of stockholder value | | Operational Performance • Average Daily Production | 20% | Provides incentive to grow production | | Safety Performance • Total Recordable Incident Rate (“TRIR”) • Serious Injury or Fatality Rate (“SIFR”) | 15% | Emphasizes the importance of safety as a critical aspect of Talos’ business | | Environmental Performance • GHG emissions reduction • Methane reduction | 5% | Provides incentive to achieve short-term reductions that build towards longer-term environmental goals |

  136. Annual Incentive Program

    | 2025 PROXY STATEMENT | 43 |

  137. Annual Incentive Program

    The Compensation Committee made the following changes to the composition and weighting of the performance measures from those used in the 2023 AIP award design.

  138. Annual Incentive Program

    | Change from 2023 AIP | Rationale for Modification | | Financial Performance • Increased weighting of Adjusted Free Cash Flow Generation from 25% in 2023 to 50% in 2024 • Elimination of Upstream Adjusted EBITDA (15% weighting in 2023) • Addition of Year-End Net Debt Balance (10% weighting) | Following the closing of the acquisition of QuarterNorth Energy Inc., the Board wanted to focus management on the financial strength of the Company’s core business, through debt reduction and efficient management of resources, measured by Adjusted Free Cash Flow Generation and Year-End Net Debt Balance. Upstream Adjusted EBITDA was eliminated in order to put more weight and focus on free cash flow and reduction of debt. | | Operational Performance No change to weighting of operational performance from 2023 but metric changed from CCS Project Execution (Class VI Permits Filed) to Average Daily Production | The Company sold its CCS business in 2024. As a result, the Board removed CCS project execution as a metric and replaced it with a production measure in line with the Company’s core offshore E&P business to refocus the executive management team on the development of assets acquired in the QuarterNorth acquisition. | | Safety Performance Increased weighting of Safety metrics from 10% in 2023 to 15% in 2024 | The Board wanted to emphasize the continued importance of safety as a core tenant of the Company’s business and a key component of the Company’s culture. In particular, the weighting of the safety metric was increased to ensure continued focus during the integration of QuarterNorth Energy Inc. operations. | | Environmental Performance Weighting decreased from 10% in 2023 to 5% in 2024, but metrics remain unchanged | The Compensation Committee remains committed to the environmentally responsible operation of our business and is focused on ensuring that the Company stays on track to meet its longer-term emissions reduction goals. However, as the Company has made strides in implementing emission reduction technologies and sustainability practices, the Board acknowledges the balance between resources, infrastructure constraints and technological advancements, and the financial requirements required to achieve further substantial reductions. In order to more appropriately balance the focus on both sustainability and financial performance, the Board determined to adjust the weighting of environmental metrics, putting more emphasis on key financial drivers. | | Strategic Performance Weighting redeployed to other metrics for 2024 (20% in 2023) | The strategic performance metric has historically been a qualitative metric based on the execution of certain strategic goals. The Compensation Committee felt substantial strategic goals were accomplished during 2023 and early 2024 before the 2024 AIP program was approved and, as a result, redeployed the percentage weighting of this metric in order to place more focus on financial and operational goals for 2024. |

  139. Annual Incentive Program

    | 44 | |

  140. Annual Incentive Program

    2024 Achieved Performance and Payout The framework of the 2024 AIP and actual results and payout percentage for the 2024 Fiscal Year are set forth in the table below. The Company’s internal auditor issued a report confirming the Company’s performance for each metric for the 2024 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.

  141. Annual Incentive Program

    | Performance Measure | Weighting for Each Measure | 2024 Fiscal Year Threshold (50%) | 2024 Fiscal Year Target (100%) | 2024 Fiscal Year Maximum (200%) | Actual Results for 2024 Fiscal Year | 2024 Fiscal Year Weighted Payout Percentage | | Financial Performance | | | | | | | | Adjusted Free Cash Flow Generation (1) | 50% | $300 MM | $400 MM | $500 MM | $447 MM | 73.4% | | Year-End Net Debt Balance (2) | 10% | $1,350 MM | $1,250 MM | $1,150 MM | $1,242 MM | 10.8% | | Operational Performance | | | | | | | | Average Daily Production (Mboe/d) (3) | 20% | 88 | 93 | 96 | 90.8 | 15.5% | | Safety Performance | | | | | | | | Total Recordable Incident Rate (TRIR) (4) | | <0.55 | <0.45 | <0.35 | 0.36 | | | | 15% | | | | | 28.5% | | Serious Injury or Fatality Rate (SIFR) (hurdle metric) (4) | | N/A | <0.15 | N/A | 0.03 | | | Environmental Performance | | | | | | | | Absolute GHG Emissions Reduction (Scope 1 and 2) (MT Co2 Equiv) (5) | | 0.0% | (2.5)% | (5.0)% | (1.2)% | | | | 5% | | | | | 5.0% | | Absolute Methane Reduction (mT CH4) (hurdle metric) (5) | | N/A | (5.0)% | N/A | (10)% | | | PAYOUT PERCENTAGE | 100% | | | | | 133.3% |

  142. Annual Incentive Program

    | (1) Adjusted Free Cash Flow of $511.2 million, excluding CCS, as reported in the earnings release furnished as an exhibit to the Current Report on Form 8-K filed on February 27, 2025 (the “2024 Earnings Release”), excludes Carbon Capture and Sequestration items, cash taxes, working capital and one-time and transaction-related costs, but includes corporate items and Talos Mexico. Under the 2024 AIP, Adjusted Free Cash Flow is subject to a $65.00 WTI realized pricing floor and an $85.00 WTI realized pricing ceiling for oil and a $2.50 Henry Hub realized pricing floor and a $4.50 Henry Hub realized pricing ceiling for gas calculated on an annual basis consistent with the Form 10-K, excluding hedges. For purposes of determining Adjusted Free Cash Flow performance under the 2024 AIP, the Compensation Committee made further adjustments to Adjusted Free Cash Flow reported in the 2024 Earnings Release to (i) normalize targets for budgeted but unutilized weather downtime, (ii) account for reduced capital expenditures resulting from rig delivery delays, (iii) account for increased capital expenditures resulting from incremental projects added and (iv) account for resulting adjustments to AIP accruals, which net reduced Adjusted Free Cash Flow for purposes of the 2024 AIP to approximately $447 million, resulting in achievement of 146.9% (73.4% on a weighted basis). |

  143. Annual Incentive Program

    | (2) Net Debt of $1,141.8 million, as reported in the 2024 Earnings Release, is calculated as Total Debt principal minus cash and cash equivalents. For purposes of evaluating 2024 Year-End Net Debt performance under the 2024 AIP, the Compensation Committee made further adjustments to Net Debt to (i) normalize for starting cash balance, (ii) account for reduced capital expenditures resulting from rig delivery delays, (iii) account for increased capital expenditures resulting from incremental projects added and (iv) normalize targets for budgeted but unutilized weather downtime, which increased the 2024 Year-End Net Debt Balance for purposes of the 2024 AIP to approximately $1,242 million, resulting in achievement of 108.0% (10.8% on a weighted basis). |

  144. Annual Incentive Program

    | (3) Average Daily Production measures the average daily production volume in millions of barrels of oil equivalent produced per day. Average Daily Production for the full year 2024, as reported in the 2024 Earnings Release, was 92.6 Mboe/d. For purposes of evaluating Average Daily Production performance under the 2024 AIP, the Compensation Committee made further adjustments to Average Daily Production to (i) adjust for gas equivalency conversion changes made during the calendar year and (ii) normalize targets for budgeted but unutilized weather downtime, which reduced Average Daily Production for purposes of the 2024 AIP to approximately 90.8 Mboe/day (between threshold and target), resulting in achievement of 77.6% (15.5% on a weighted basis). |

  145. Annual Incentive Program

    | (4) TRIR is a standard safety measure that can be compared across companies. TRIR measures the number of recordable incidents per 100 full-time workers during a one-year period, using the number of all recordable incidents multiplied by 200,000 (100 employees working 40 hours a week for 50 weeks a year to represent a group of 100 full time employees), then divided by the total number of employee hours worked in a year. The Company measures SIFR as the number of serious injuries or fatalities, using the same underlying methodology as TRIR. In addition to TRIR, SIFR was introduced as a supplemental safety performance measure beginning with the 2023 AIP in order to gage the severity of incidents in evaluating the Company’s safety performance. The Company continued to set threshold, target and maximum goals for TRIR, but structured the AIP to provide a single SIFR hurdle as a supplemental metric used as an additional component in measuring the Company’s overall safety performance. Under the 2024 AIP, if TRIR is between threshold and target, but the SIFR goal of <0.15 is achieved, target (100%) is achieved for the overall safety performance metric. The Company’s TRIR and SIFR were 0.36 (above target) and 0.03 (above target), respectively, for the year 2024, resulting in achievement of 190.0% (28.5% on a weighted basis). |

  146. Annual Incentive Program

    | 2025 PROXY STATEMENT | 45 |

  147. Annual Incentive Program

    | (5) Environmental Performance goals excluded the QuarterNorth assets due to the timing of the acquisition during 2024 which limited our ability to verify, compare and ensure alignment of key data related to QuarterNorth prior to implementation of the 2024 AIP. Baseline figures represent the Company’s absolute GHG emissions which are a combination of federally reported Bureau of Ocean Energy Management’s Outer Continental Shelf Air Quality System (OCS AQS) emissions for 2023 for Scope 1 and 2023 Scope 2 emissions reported in the Company’s 2024 Sustainability Report. |

  148. Annual Incentive Program

    | Our GHG (Scope 1) emissions are calculated in accordance with the 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. The 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 for 2023. 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 International Energy Agency (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. |

  149. Annual Incentive Program

    | In addition to the GHG emissions reduction metric, a methane emissions reduction metric was introduced as a supplemental environmental performance measure beginning with the 2023 AIP in order to focus the Company on mitigating the potential financial impact related to proposed U.S. regulations targeting methane emissions. The Company continued to set threshold, target and maximum goals for reduction in GHG, of which methane is a subcomponent, but structured the 2024 AIP to provide a single methane emissions reduction hurdle as a supplemental metric used as an additional component in determining the Company’s overall environmental performance. The overall environmental performance target can be achieved either by meeting the GHG emissions reduction target (2.5%) or by surpassing the threshold GHG emissions goal (0%) and meeting or exceeding the methane emissions reduction goal (5%). The Company’s reduction in GHG emissions reduction and methane emissions reduction were (1.2%) (above threshold) and (10.0%) (above target), respectively, for the year 2024. Thus, the latter resulted in achievement of 100.0% (5.0% on a weighted basis). |

  150. Annual Incentive Program

    The Compensation Committee, in its complete discretion, may consider the manner in which actual performance and the performance goal(s) under the 2024 AIP will reflect the impact of specified events or occurrences during the performance period, including, but not limited to, hurricanes, major weather events, sustained loop currents, unplanned third-party downtime, major equipment availability constraints or complications, management of non-operated assets differing from expectations, and other unforeseen events beyond management’s control, including, but not limited to, excluding the event or occurrence from the calculation or otherwise modifying the calculation to account for the event or occurrence. Notwithstanding anything to the contrary, the 2024 AIP program is discretionary and can be modified or canceled in the discretion of the Compensation Committee or the Board at any time prior to payment of awards thereunder. Following the completion of 2024, the Compensation Committee reviewed and certified the Company’s actual performance results relative to the quantitative goals established at the beginning of the year. AIP awards for our NEOs are calculated by multiplying the payout percentage by each NEO’s target award. The Compensation Committee retains the discretion to increase (including above 200%) or reduce the payout percentage of each NEO’s AIP award. A small reduction in the AIP payments for Messrs. Spath and Moss were implemented by the Compensation Committee for 2024, as described in more detail below. The Compensation Committee recommended, and the Board approved, the 2024 AIP payouts for NEOs as follows:

  151. Annual Incentive Program

    | Name | 2024 Target AIP Award | Payout Percentage | Actual AIP Award Payment | | Joseph A. Mills (1) | N/A | N/A | $0 | | Sergio L. Maiworm, Jr. | $388,000 | 133.3% | $517,204 | | John B. Spath (2) | $388,000 | 130.0% | $504,400 | | William S. Moss III (2) | $364,000 | 130.0% | $473,200 | | Timothy S. Duncan (3) | $714,925 | 133.3% | $952,995 | | John A. Parker (3) | $120,656 | 133.3% | $160,834 | | Robin Fielder (3) | $86,525 | 133.3% | $115,337 |

  152. Annual Incentive Program

    | (1) No target AIP award amount was established for Mr. Mills during 2024. Mr. Mills resigned prior to payment of the 2024 AIP and, as a result, was not considered for an award. |

  153. Annual Incentive Program

    | (2) In connection with the Company’s previous investigation of an employee engaged in inappropriate procurement practices which led to the Company identifying two material weaknesses as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the Compensation Committee determined that the 2024 AIP percentage payout for each of Messrs. Spath and Moss should be adjusted to 130%. |

  154. Annual Incentive Program

    | 46 | |

  155. Annual Incentive Program

    | (3) Pursuant to the Amended Severance Plan, Messrs. Duncan and Parker and Ms. Fielder received a pro-rated payment under the AIP calculated based on actual Company performance and the number of days during 2024 that the NEO was employed with the Company. The target AIP values included in the table above represent their pro-rated target value. |

  156. Long-Term Incentive Awards

    Long-Term Incentive Awards The Company maintains the LTIP, which provides the Company with the flexibility to grant a wide range of equity and equity-based awards. The Company’s AIP is also administered pursuant to the LTIP. Long-term incentive (“LTI”) awards are intended to balance retention of our executive team and alignment of our NEOs’ interests with those of our stockholders. Each year, the Compensation Committee sets the total targeted LTI value appropriate for each NEO, taking into account Peer Group data and each NEO’s contribution to our success, level of responsibility, personal performance, and experience. For the 2024 Fiscal Year, each NEO’s total targeted annual LTI value was allocated 1/2 to grants of time-based RSUs and 1/2 to grants of performance share units (“PSUs”) based on relative and absolute TSR. The Board elected not to grant PSUs that vest based on PVI in addition to the TSR PSUs, as it did in recent years, in order to streamline the PSU program. The Board granted RSU awards to our Interim President and Chief Executive Officer during 2024. A summary of the terms and purpose of the various awards granted in 2024 to our NEOs is included below. 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 2024 Fiscal Year.

  157. Long-Term Incentive Awards

    | Type of Award | Terms | Purpose | | Annual RSU Awards | Vest 1/3 in each of March 2025, 2026 and 2027 | Annual LTI award; Retention; shareholder alignment | | Annual PSU Awards | Vest based on absolute and relative TSR over 3 year performance period from January 1, 2024 through December 31, 2026 | Annual LTI award; Drive stock price performance; retention; shareholder alignment | | Interim President and CEO RSU Awards | Vest on the earlier to occur of (A) December 31, 2024 and (B) the date the Company appointed a new President and Chief Executive Officer | Retention; shareholder alignment; recognition of increased service during CEO search and transition | | Retention RSU Awards | Vest 1/3 in each of September 2025, 2026, and 2027 | Retention; shareholder alignment; granted in order to retain executive talent after departure of long-term CEO and founder and ensure management continuity during the CEO search and transition |

  158. Long-Term Incentive Awards

    2024 Annual RSU Awards While grants of equity compensation usually occur in March each year, in 2024, grants to our NEOs were delayed until September to allow for shareholder approval of our LTIP at our 2024 annual shareholder’s meeting and additional considerations regarding PSU design. In September 2024, the Board, upon recommendation by the Compensation Committee, approved the grant of annual RSUs to Messrs. Maiworm, Spath and Moss. These RSUs vest ratably on each of the first three anniversaries of March 5, 2024 (the grant date for non-executive employees in 2024), subject to each NEO’s continued employment through each vesting date. Following vesting, each RSU that vests is settled in one share of our common stock. In November of 2024, the Compensation Committee granted Mr. Duncan a vested stock award of 28,519 shares of the Company’s common stock, representing the number of 2024 RSUs that would have vested in connection with his termination of employment if equity awards to our NEOs had been granted in March, as is the case in the normal course.

  159. Long-Term Incentive Awards

    | 2025 PROXY STATEMENT | 47 |

  160. Long-Term Incentive Awards

    2024 Annual PSU Awards In September of 2024, the Board, upon recommendation by the Compensation Committee, approved the grant of PSUs to each NEO that was employed with the Company on the date of grant other than Mr. Mills. In 2024, Talos granted a new form of PSUs that vest based on the Company’s achievement of both absolute and relative TSR metrics over a three-year performance period (the “2024 TSR PSUs”). The relative TSR component is measured against a performance peer group. The Compensation Committee adopted this hybrid approach to measure the Company’s performance compared to its peers and have TSR performance not solely attributable to external market forces. The final payout under the 2024 TSR PSUs can range from 0% to 200% of the target 2024 TSR PSUs granted based on the Company’s cumulative three-year absolute and cumulative three-year relative TSR, as set forth in the table below.

  161. Long-Term Incentive Awards

    | Absolute TSR (Annualized) | Relative TSR (Annualized) Performance (Percentile Rank vs. Peers) | | | | | | < 25th | 25th ≥ < 50th | 50th ≥ < 75th | ≥ 75th | | 20% | 100% | 150% | 200% | 200% | | 15% | 100% | 125% | 150% | 200% | | 10% | 75% | 100% | 125% | 150% | | 5% | 50% | 75% | 100% | 125% | | ≤ 0% | 0% | 25% | 75% | 100% |

  162. Long-Term Incentive Awards

    The performance peer group used to measure our relative performance for our 2024 TSR PSUs consists of the companies listed in the table below, which is different from our 2024 Peer Group used to evaluate other executive compensation. The Compensation Committee selected these companies as TSR performance peers primarily due to similarity of business focus, capital structure and nature of drilling operations. We consider our performance peers to be companies with whom we compete for capital from the equity market and which our stockholders might consider as alternative investments while our 2024 Peer Group used to evaluate the competitiveness of our executive and director compensation programs are companies with which we compete for executive and director talent.

  163. Long-Term Incentive Awards

    | Ticker Symbol | Company Name | | BRY | Berry Corporation | | CRC | California Resources Corporation | | CRGY | Crescent Energy Company | | HPK | HighPeak Energy, Inc. | | KOS | Kosmos Energy Ltd. | | MGY | Magnolia Oil & Gas Corporation | | MTDR | Matador Resources Company | | MUR | Murphy Oil Corporation | | EGY | VAALCO Energy, Inc. | | VTLE | Vital Energy, Inc. | | XOP | SPDR S&P Oil & Gas Exploration and Production ETF | | WTI | W&T Offshore, Inc. |

  164. Long-Term Incentive Awards

    In November of 2024, the Compensation Committee granted Mr. Duncan 38,844 TSR PSUs that vest based on the same terms and conditions as the 2024 TSR PSUs granted to our other NEOs except that continued employment is not required for settlement. This award represents the number of 2024 TSR PSUs of which the service component would have been deemed satisfied in connection with his termination of employment if equity awards to our NEOs would have been granted in March, as is the case in the normal course. Interim President and Chief Executive Officer RSU Awards The Compensation Committee approved a grant of 43,630 RSUs to Mr. Mills, which RSUs were designed to vest on the earlier to occur of (A) December 31, 2024 and (B) the date the Company appointed a new President and Chief Executive Officer and Mr. Mills

  165. Long-Term Incentive Awards

    | 48 | |

  166. Long-Term Incentive Awards

    ceased to serve in that role; provided, that Mr. Mills completed tasks reasonably requested by the Board to ensure a smooth transition of the role of President and Chief Executive Officer from Mr. Mills to his successor. As a result, these awards vested on December 31, 2024. Additionally, Mr. Mills agreed to forfeit 4,273 of the 12,510 total RSUs that he was granted in 2024 for his service as a non-employee member of the Board. The forfeited RSUs represent the number of RSUs that were intended to compensate him for his service as a non-employee member of the Board from August 29, 2024 to December 31, 2024, the portion of 2024 that Mr. Mills served as Interim President and Chief Executive Officer. Mr. Mills forfeited the remainder of the RSUs granted to him for his service as a non-employee director in 2024 upon his resignation as Interim President and Chief Executive Officer and member of the Board on January 5, 2025. 2024 Retention RSU Awards In September of 2024, the Board, upon recommendation by the Compensation Committee, approved the grant of retention RSU awards to certain key employees, including Messrs. Maiworm, Spath and Moss, which vest on each of the first three anniversaries of the date of grant. These retention awards were granted in order to retain key talent after Mr. Duncan’s departure as CEO and ensure continuity of management during the CEO transition period. The NEOs were awarded RSUs equal to 100% of their then current base salary. The retention RSU awards are a non-routine occurrence and were granted because of the unique transition period the Company is undergoing.

  167. Executive Severance Plan

    Executive Severance Plan In 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 NEOs 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.

  168. 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.

  169. Grant Practices Specific to Stock Options and Similar Awards

    Grant Practices Specific to Stock Options and Similar Awards We do not currently grant stock options or similar awards as part of our equity compensation programs and did not grant any such awards in 2024. If stock options or similar awards were granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. During the 2024 Fiscal Year, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  170. 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 |

  171. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our PSUs vest based on both absolute and relative TSR and have performance periods of three years, which encourages executives to focus on sustaining stock price over a period of years |

  172. 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 |

  173. 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 |

  174. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our Compensation Committee retains discretion to increase or decrease payments under our annual incentive program, which provides them with flexibility to respond to factors outside of the program if necessary and discourages executives from achieving performance of certain short-term goals at the expense of the Company’s long-term financial and operational health |

  175. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by the NEOs during the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022.

  176. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1)(2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Joseph A. Mills (5) Former President and Chief Executive Officer | 2024 | 377,516 | — | 615,412 | 0 | 0 | 992,928 | | Sergio L. Maiworm, Jr. (6) Executive Vice President and Chief Financial Officer | 2024 | 486,655 | — | 2,045,288 | 517,204 | 11,888 | 3,061,035 | | | 2023 | 387,838 | — | 766,029 | 284,080 | 0 | 1,437,947 | | John B. Spath (6) Executive Vice President and Head of Operations | 2024 | 486,492 | — | 1,780,939 | 504,400 | 34,161 | 2,805,967 | | William S. Moss III Executive Vice President and General Counsel | 2024 | 456,247 | — | 1,664,425 | 473,200 | 20,700 | 2,614,572 | | | 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 | | Timothy S. Duncan (7) Former President and Chief Executive Officer | 2024 | 601,216 | — | 646,317 | 0 | 4,951,437 | 6,198,970 | | | 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 | | John A. Parker (7) Former Executive Vice President of New Ventures | 2024 | 150,626 | — | 0 | 0 | 1,524,835 | 1,675,461 | | | 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 | | Robin Fielder (6)(7) Former Executive Vice President, Low Carbon Strategy and Chief Sustainability Officer | 2024 | 107,781 | — | 0 | 0 | 1,405,757 | 1,513,538 | | | 2023 | 450,884 | — | 1,280,261 | 371,280 | 19,800 | 2,122,225 |

  177. Summary Compensation Table

    | (1) Amounts in this column for each NEO represent the aggregate grant date fair value of the RSUs and PSUs granted to each of the NEOs, 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 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  178. Summary Compensation Table

    | Named Executive Officer | 2024 Stock Award ($) | 2024 Director RSUs ($) | 2024 Annual RSUs ($) | 2024 Retention RSUs ($) | 2024 PSUs ($) | Total ($) | | Joseph A. Mills | — | 170,386(a) | 445,026 | — | — | 615,412 | | Sergio L. Maiworm, Jr. | — | — | 763,493 | 459,194 | 822,602 | 2,045,288 | | John B. Spath | — | — | 636,244 | 459,194 | 685,502 | 1,780,939 | | William S. Moss III | — | — | 593,831 | 430,788 | 639,805 | 1,664,425 | | Timothy S. Duncan | 290,894 | — | — | — | 355,423 | 646,317 | | John A. Parker | — | — | — | — | — | — | | Robin Fielder | — | — | — | — | — | — |

  179. Summary Compensation Table

    | (a) The full value of the 12,510 RSUs granted to Mr. Mills in April of 2024 for service as a non-employee director is reported in the table, above. Mr. Mills agreed to forfeit 4,273 of the 12,510 total RSUs that he was granted in 2024 for his service as a non-employee member of the Board. The forfeited RSUs represent the number of RSUs that were intended to compensate him for his service as a non-employee member of the Board from August 29, 2024 to December 31, 2024, the portion of 2024 that Mr. Mills served as Interim President and Chief Executive Officer. |

  180. Summary Compensation Table

    | 54 | |

  181. Summary Compensation Table

    | (2) On March 5, 2022, the Board made a one-time decision to cancel the outstanding PSUs granted in each of 2020 and 2021 then held by our Named Executive Officers. In connection with this cancellation, the Board granted a number of restricted share units equal to the target number of PSUs granted to the Named Executive Officers in each of 2019, 2020, and 2021. Annual RSU and PSU awards were also granted in 2022, resulting in the elevated figures reported in this column for 2022. |

  182. Summary Compensation Table

    | (3) Amounts in this column represent the AIP awards for performance in the 2024 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. |

  183. Summary Compensation Table

    | (4) Amounts in this column for the 2024 Fiscal Year include the following: |

  184. Summary Compensation Table

    | Named Executive Officer | Perquisites and Benefits ($) (a) | 401(k) Matching Contributions ($) (b) | Termination- Related Payments ($) (c) | Total ($) | | Sergio L. Maiworm, Jr. | — | 11,888 | — | 11,888 | | John B. Spath | 13,436 | 20,700 | — | 34,136 | | William S. Moss III | — | 20,700 | — | 20,700 | | Timothy S. Duncan | — | 20,700 | 4,930,737 | 4,951,437 | | John A. Parker | — | 20,700 | 1,504,135 | 1,524,835 | | Robin Fielder | — | 7,847 | 1,397,910 | 1,405,757 |

  185. Summary Compensation Table

    | (a) Represents (1) $4,436 for Mr. Spath for membership fees and assessments at the Houston Petroleum Club and (2) $9,000 for Mr. Spath for leadership development training courses. |

  186. Summary Compensation Table

    | (b) Amounts for Mr. Maiworm and Ms. Fielder are subject to adjustment based on the Company’s non-discrimination testing of the 401(k) plan to be performed in the second quarter of 2025, which amounts may be increased by up to $8,812 and $2,625 for Mr. Maiworm and Ms. Fielder, respectively. |

  187. Summary Compensation Table

    | (c) Represents (1) PTO payout of $24,312, a lump-sum cash severance payment of $3,892,500, a pro-rated AIP award of $952,995 and continued benefits coverage of $60,930 for Mr. Duncan in connection with his termination of employment without cause, (2) PTO payout of $15,976, a lump-sum cash severance payment of $1,296,000, a pro-rated AIP award of $160,834 and continued benefits coverage of $31,325 for Mr. Parker in connection with his termination of employment without cause and (3) PTO payout of $11,779, a lump-sum cash severance payment of $1,228,500, a pro-rated AIP award of $115,337 and continued benefits coverage of $42,294 for Ms. Fielder in connection with her termination of employment for good reason. |

  188. Summary Compensation Table

    | (5) Mr. Mills was appointed to the Board on March 4, 2024 and he received compensation as a non-employee director from his appointment until August 29, 2024 when he was appointed as Interim President and Chief Executive Officer. Mr. Mills received $125,208 in cash compensation as a non-employee director for his service from appointment through the third quarter of 2024 and $252,308 in base salary for his service as Interim President and Chief Executive Officer from August 29, 2024 through December 31, 2024. Mr. Mills resigned from his position as Interim Chief Executive Officer, President and Director effective January 5, 2025 and his employment with the Company ended as of that date. |

  189. Summary Compensation Table

    | (6) Mr. Maiworm and Ms. Fielder became NEOs in fiscal year 2023 and therefore their compensation is not disclosed for fiscal year 2022. Mr. Spath became a NEO this year and therefore his compensation is not disclosed for fiscal years 2022 and 2023. |

  190. Summary Compensation Table

    | (7) On March 27, 2024, Ms. Fielder’s employment with the Company terminated, following the sale of the Company’s CCS business. On April 24, 2024, Mr. Parker’s employment with the Company terminated. On August 29, 2024, Mr. Duncan’s employment with the Company terminated. |

  191. Summary Compensation Table

    | 2025 PROXY STATEMENT | 55 |

  192. 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 NEOs during the 2024 Fiscal Year.

  193. 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 Valu e of Stock and Option Awards ($) (4) | | | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph A. Mills | Director RSUs (7) | 4/24/2024 | | | | | | | 12,510 | 170,386 | | | RSUs | 11/1/2024 | | | | | | | 43,460 | 445,026 | | Sergio L. Maiworm, Jr. | AIP | | 194,000 | 388,000 | 776,000 | | | | | | | | PSUs | 9/9/2024 | | | | 31,666 | 70,368 | 140,736 | | 822,602 | | | Retention RSUs | 9/9/2024 | | | | | | | 42,322 | 459,194 | | | RSUs | 9/9/2024 | | | | | | | 70,368 | 763,493 | | John B. Spath | AIP | | 194,000 | 388,000 | 776,000 | | | | | | | | PSUs | 9/9/2024 | | | | 26,388 | 58,640 | 117,280 | | 685,502 | | | Retention RSUs | 9/9/2024 | | | | | | | 42,322 | 459,194 | | | RSUs | 9/9/2024 | | | | | | | 58,640 | 636,244 | | William S. Moss III | AIP | | 182,000 | 364,000 | 728,000 | | | | | | | | PSUs | 9/9/2024 | | | | 24,629 | 54,731 | 109,462 | | 639,805 | | | Retention RSUs | 9/9/2024 | | | | | | | 39,704 | 430,788 | | | RSUs | 9/9/2024 | | | | | | | 54,731 | 593,831 | | Timothy S. Duncan (5) | AIP | | 540,625 | 1,081,250 | 2,162,500 | | | | | | | | PSUs | 11/1/2024 | | | | 17,480 | 38,844 | 77,688 | | 355,423 | | | Stock Award | 11/1/2024 | | | | | | | 28,519 | 290,894 | | John A. Parker (6) | AIP | | 192,000 | 384,000 | 768,000 | — | — | — | — | — | | Robin Fielder (6) | AIP | | 182,000 | 364,000 | 728,000 | — | — | — | — | — |

  194. Grants of Plan-Based Awards Table

    | (1) Amounts in these columns represent the estimated payouts for AIP awards for the 2024 Fiscal Year assuming threshold, target and maximum achievement. The actual amounts paid to our NEOs for the 2024 Fiscal Year can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, above. Mr. Mills was not granted an AIP award. See ”Elements of Compensation for the 2024 Fiscal Year—Annual Incentive Program Awards” above for additional information regarding these awards. |

  195. 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 NEOs during the 2024 Fiscal Year. The number of PSUs which ultimately become earned is based on our absolute and relative TSR performance over the three-year performance period ending on December 31, 2026, subject to the NEO’s continued employment. |

  196. Grants of Plan-Based Awards Table

    | (3) Amounts in this column represent RSUs granted to the NEOs during the 2024 Fiscal Year, with the Retention RSUs granted on September 9, 2024 vesting as to one-third on each of September 9, 2025, September 9, 2026 and September 9, 2027, and the remaining RSUs granted on September 9, 2024 vesting as to one-third on each of March 5, 2025, March 5, 2026 and March 5, 2027, in each case, subject to the NEO’s continued employment. The RSUs granted to Mr. Mills on April 24, 2024 vest in full on March 5, 2025, subject to Mr. Mills continued service as a director and the RSUs granted to Mr. Mills on November 1, 2024 vested in full on December 31, 2024. In connection with his appointment as Interim CEO and President, Mr. Mills forfeited 4,273 RSUs granted to him on April 24, 2024. Amounts in this column for Mr. Duncan represent fully-vested shares of the Company’s common stock granted to Mr. Duncan in connection with his termination of employment. |

  197. Grants of Plan-Based Awards Table

    | (4) These amounts represent the aggregate grant date fair value of PSUs and RSUs granted during the 2024 Fiscal Year to the NEOs, 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. |

  198. Grants of Plan-Based Awards Table

    | (5) The figures for Mr. Duncan for his AIP award show what was granted to him in 2024, prior to his departure from the Company. In connection with his termination, Mr. Duncan received a pro-rated payment for his 2024 AIP award based on a prorated target of $714,925, a stock award and a PSU award, as described under “Executive Compensation Tables—Potential Payments Upon Termination or a Change in Control—Duncan’s Termination of Employment.” |

  199. Grants of Plan-Based Awards Table

    | (6) The figures for Ms. Fielder and Mr. Parker for their AIP awards were those approved in 2023 as each of them terminated employment with the Company in 2024 prior to the date that target AIP awards were established. Mr. Fielder and Mr. Parker each received a pro-rated payment for their respective 2024 AIP awards based on prorated targets of $86,525 and $120,656, respectively, as described under “Executive Compensation Tables—Potential Payments Upon Termination or a Change in Control—Fielder’s Termination of Employment and Parker’s Termination of Employment.” |

  200. Grants of Plan-Based Awards Table

    | (7) The full value of the 12,510 RSUs granted to Mr. Mills in April of 2024 for service as a non-employee director is reported in the table above. Mr. Mills agreed to forfeit 4,273 of the 12,510 total RSUs that he was granted in 2024 for his service as a non-employee member of the Board. The forfeited RSUs represent the number of RSUs that were intended to compensate him for his service as a non-employee member of the Board from August 29, 2024 to December 31, 2024, the portion of 2024 that Mr. Mills served as Interim President and Chief Executive Officer. |

  201. Grants of Plan-Based Awards Table

    | 56 | |

  202. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table reflects information regarding outstanding unvested RSUs and PSUs held by our NEOs as of December 31, 2024.

  203. Outstanding Equity Awards at 2024 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) | | Joseph A. Mills | 8,237 | 79,981 | — | — | | Sergio L. Maiworm, Jr. | 125,900 | 1,222,489 | 84,777 | 823,185 | | John B. Spath | 116,515 | 1,131,361 | 73,104 | 709,840 | | William S. Moss III | 122,545 | 1,189,912 | 78,528 | 762,507 | | Timothy S. Duncan | — | — | 81,205 | 788,501 | | John A. Parker | — | — | 10,422 | 101,198 | | Robin Fielder | — | — | 8,762 | 788,501 |

  204. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The amounts in this column represent RSUs held by each NEO which vest pro-rata over the applicable remaining vesting dates indicated in the chart below, subject to the NEO’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. |

  205. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Unvested RSUs | Remaining Vesting Dates | | Joseph A. Mills | 8,237 | March 5, 2025 | | Sergio L. Maiworm, Jr. | 42,322* | September 9, 2025, September 9, 2026 and September 9, 2027 | | | 70,368 | March 5, 2025, March 5, 2026 and March 5, 2027 | | | 5,552 | July 1, 2025 and July 1, 2026 | | | 5,037 | March 5, 2025 and March 5, 2026 | | | 2,621 | March 5, 2025 | | John B. Spath | 42,322* | September 9, 2025, September 9, 2026 and September 9, 2027 | | | 58,640 | March 5, 2025, March 5, 2026 and March 5, 2027 | | | 641 | December 1, 2025 and December 1, 2026 | | | 10,073 | March 5, 2025 and March 5, 2026 | | | 4,839 | March 5, 2025 | | William S. Moss III | 39,704* | September 9, 2025, September 9, 2026 and September 9, 2027 | | | 54,731 | March 5, 2025, March 5, 2026 and March 5, 2027 | | | 17,627 | March 5, 2025 and March 5, 2026 | | | 10,483 | March 5, 2025 |

  206. Outstanding Equity Awards at 2024 Fiscal Year-End

    | * Indicates retention RSUs. |

  207. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) The amounts in these columns were calculated by multiplying $9.71, the closing price of our common stock on December 31, 2024, by the number of awards reported. |

  208. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) The amounts in this column represent (i) the threshold number of PSUs granted in 2023 that could become earned based on our absolute TSR performance, (ii) the threshold number of PSUs granted in 2023 that could become earned based on our capital project return (PVI) and (iii) the target number of PSUs granted in 2024 |

  209. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 57 |

  210. Outstanding Equity Awards at 2024 Fiscal Year-End

    | that could become earned based on our relative TSR performance, each over the applicable three-year performance period and in each case, held by each NEO as shown in the below table. As of December 31, 2024, our absolute TSR performance for the PSUs granted in 2023 was tracking at 0%, capital project returns (PVI) performance for the PSUs granted in 2023 was tracking at 0% and relative TSR performance for the PSUs granted in 2024 was tracking at 25%. Pursuant to the applicable SEC rules, the amounts in this column and in the below table reflect the threshold payout, of the 2023 PSUs based on the absolute TSR and capital project returns (PVI) and the target payout of the 2024 PSUs based on relative TSR. 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 the terminations of Ms. Fielder and Messrs. Parker and Duncan and pursuant to the applicable PSU award agreements, the service requirement associated with the PSUs granted in 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. Additionally, Mr. Duncan received a grant of PSUs for 2024 equal to a pro-rated amount based on his employment during 2024 of what he would have received if the 2024 annual equity awards had been granted during the Company’s usual annual grant cycle in March 2024. These PSUs remain outstanding subject to actual performance at the end of the applicable performance period. |

  211. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Unvested PSUs | Applicable Performance Period End Date | | Sergio L. Maiworm, Jr. | 14,409 | December 31, 2025 | | | 70,368 | December 31, 2026 | | John B. Spath | 14,464 | December 31, 2025 | | | 58,640 | December 31, 2026 | | William S. Moss III | 23,797 | December 31, 2025 | | | 54,731 | December 31, 2026 | | Timothy S. Duncan | 42,361 | December 31, 2025 | | | 38,844 | December 31, 2026 | | John A. Parker | 10,422 | December 31, 2025 | | Robin Fielder | 8,762 | December 31, 2025 |

  212. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  213. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Joseph A. Mills | | | | RSUs | 43,630 | 423,647 | | Sergio L. Maiworm, Jr. | | | | RSUs | 25,056 | 322,826 | | John B. Spath | | | | RSUs | 45,059 | 585,544 | | William S. Moss III | | | | RSUs | 95,517 | 1,242,180 | | Timothy S. Duncan | | | | Fully-Vested Stock | 28,519 | 287,472 | | RSUs | 368,507 | 4,615,247 | | John A. Parker | | | | RSUs | 118,059 | 1,545,448 | | Robin Fielder | | | | RSUs | 31,865 | 425,239 |

  214. Option Exercises and Stock Vested

    | (1) This column reflects the RSUs held by each NEO that vested during the 2024 Fiscal Year. In connection with Mr. Duncan’s termination, the Company granted him 28,519 fully-vested shares of the Company’s common stock. |

  215. Option Exercises and Stock Vested

    | (2) This column reflects the aggregate market value realized by each NEO upon vesting, calculated by multiplying the number of RSUs that vested and for Mr. Duncan, the number of fully-vested shares of the Company’s common stock (including, in each case, shares withheld for tax withholding purposes) by the closing price of our common stock on the applicable vesting date. |

  216. Option Exercises and Stock Vested

    | 58 | |

  217. Pension Benefits

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

  218. Nonqualified Deferred Compensation

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

  219. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  220. Quantification of Benefits on Termination

    | SCT Components | Actual Values from SCT | Annualized Values Plus One-Time Values (For CEO Pay Ratio) | Rationale | | Salary | $377,516 | $800,000 | Annualized Salary after removing compensation received for his service as a director prior to his appointment as CEO | | Bonus | — | — | — | | Stock Awards | $615,412 | $615,412 | Not annualized; one-time award of 43,460 RSUs and director award of 12,510 RSUs | | Non-Equity Incentive Plan Compensation | — | — | — | | All Other Compensation | — | — | — | | Total CEO Pay | $992,928 | $1,415,412 | |

  221. Quantification of Benefits on Termination

    | Year (a) | Summary Compensation Table Total for First PEO ($) (1) (b) | Compensation Actually Paid to First PEO ($) (1)(2) (c) | Summary Compensation Table Total for Second PEO ($) (1) (b) | Compensation Actually Paid to Second PEO ($) (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) | Adjusted Free Cash Flow Generation ($ in millions) (4) (i) | | | | | | | | | TSR ($) (f) | Peer Group TSR ($) (3) (g) | | | | 2024 | 6,198,970 | 2,998,527 | 992,928 | 881,144 | 2,334,115 | 1,295,762 | 32.21 | 194.28 | (76.4) | 447 | | 2023 | 6,606,866 | (724,753) | N/A | N/A | 2,413,071 | (346,809) | 47.20 | 196.26 | 187 | 142 | | 2022 | 12,431,348 | 16,164,942 | N/A | N/A | 4,460,153 | 5,687,286 | 62.62 | 188.84 | 382 | 195 | | 2021 | 7,327,188 | 4,170,071 | N/A | N/A | 2,688,184 | 1,685,360 | 32.50 | 119.07 | (183) | 135 | | 2020 | 5,332,565 | (2,911,619) | N/A | N/A | 1,789,969 | (638,982) | 27.33 | 67.50 | (466) | (93) |

  222. 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 PEOs and Non-PEO NEOs in 2024. 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. |

  223. Narrative Disclosure to Pay vs. Performance Table

    Narrative Disclosure to Pay vs. Performance Table