Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses EGY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named EGY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| George Maxwell | $632,225 | $0 | $1,659,728 | $0 | $632,963 | $0 | $76,807 | $3,001,723 |
| Chief Executive Officer | ||||||||
| Thor Pruckl | 446,580 | 0 | 819,203 | 0 | 334,178 | 0 | 149,908 | 1,749,869 |
| Chief Operating Officer | ||||||||
| Ronald Bain | 459,800 | 0 | 616,333 | 0 | 345,253 | 0 | 53,795 | 1,475,181 |
| Chief Financial Officer | ||||||||
| Matthew Powers | 390,758 | 0 | 418,246 | 0 | 292,406 | 0 | 27,403 | 1,128,813 |
| Executive Vice President and General Counsel | ||||||||
| Casey Donohue | 277,500 | 0 | 165,120 | 0 | 205,371 | 0 | 1,800 | 649,791 |
| Executive Vice President, Technical and Business Development | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| George Maxwell | $3,001,723 | $3,001,723 | $3,001,723 | +0 |
| Thor Pruckl | 1,749,869 | 1,749,869 | 1,749,869 | +0 |
| Ronald Bain | 1,475,181 | 1,475,181 | 1,475,181 | +0 |
| Matthew Powers | 1,128,813 | 1,128,813 | 1,128,813 | +0 |
| Casey Donohue | 649,791 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Ronald Bain | RSU | 2025-06-05 | — | — | 91,650 | — | $307,944 |
| Ronald Bain | RSU | 2025-06-05 | — | — | 132,356 | — | 444,716 |
| Casey Donohue | RSU | 2025-06-05 | — | — | 24,554 | — | 82,501 |
| Casey Donohue | RSU | 2025-06-05 | — | — | 35,459 | — | 81,201 |
| George Maxwell | RSU | 2025-06-05 | — | — | 356,422 | — | 1,197,578 |
| George Maxwell | RSU | 2025-06-05 | — | — | 246,805 | — | 829,268 |
| Matthew Powers | RSU | 2025-06-05 | — | — | 89,817 | — | 301,785 |
| Matthew Powers | RSU | 2025-06-05 | — | — | 62,194 | — | 208,972 |
| Thor Pruckl | RSU | 2025-06-05 | — | — | 121,817 | — | 409,305 |
| Thor Pruckl | RSU | 2025-06-05 | — | — | 175,922 | — | 591,098 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Ronald Bain | $752,660 | $0 | $0 | 0.0% |
| Casey Donohue | 163,702 | 0 | 0 | 0.0% |
| George Maxwell | 2,026,846 | 0 | 0 | 0.0% |
| Matthew Powers | 510,757 | 0 | 0 | 0.0% |
| Thor Pruckl | 1,000,403 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ronald Bain | RSU | 34,446 | — | $125,383 |
| George Maxwell | RSU | 246,805 | — | 898,370 |
| Casey Donohue | RSU | 24,554 | — | 89,377 |
| Thor Pruckl | RSU | 11,933 | — | 43,436 |
| Thor Pruckl | RSU | 45,784 | — | 166,654 |
| Matthew Powers | RSU | 6,961 | — | 25,338 |
| George Maxwell | RSU | 356,422 | — | 1,297,376 |
| Thor Pruckl | RSU | 175,922 | — | 640,356 |
| Ronald Bain | RSU | 132,356 | — | 481,776 |
| Thor Pruckl | RSU | 121,817 | — | 443,414 |
| George Maxwell | RSU | 94,104 | — | 342,539 |
| Ronald Bain | RSU | 91,650 | — | 333,606 |
| Matthew Powers | RSU | 89,817 | — | 326,934 |
| Matthew Powers | RSU | 62,194 | — | 226,386 |
| Casey Donohue | RSU | 35,459 | — | 129,071 |
| George Maxwell | RSU | 32,816 | — | 119,450 |
| Matthew Powers | RSU | 23,374 | — | 85,081 |
| Ronald Bain | RSU | 11,933 | — | 43,436 |
Our executive compensation program is intended to attract, retain and motivate high caliber executives who are committed to supporting the growth of our business, and to align our executives' goals with those of our shareholders. Our program is designed to reward executives for increasing shareholder value, attract and retain talent, recognize individual performance, balance rewards for short-term and long-term results, and manage risk.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-04 | 53,859,111 | 1,487,492 | 693,299 | 97.31% | Passed |
| 2025 | 2025-06-05 | 55,247,353 | 3,809,182 | 274,587 | 93.55% | Passed |
| 2024 | 2024-06-06 | 45,823,049 | 8,581,757 | 283,414 | 84.23% | Passed |
| 2021 | 2021-06-03 | 24,704,228 | 3,421,316 | 229,340 | 87.84% | Passed |
| 2019 | 2019-06-06 | 14,724,485 | 13,957,714 | 89,586 | 51.18% | Passed |
| 2018 | 2018-05-09 | 18,086,233 | 8,034,525 | 735,301 | 67.35% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-04 | 97.31%a |
| 2025 | 2025-06-05 | 93.55%b |
| 2024 | 2024-06-06 | 84.23%c |
a. Approved under the standard stated in the filing — “Therefore, abstentions will have no effect on the outcome of the proposals for the ratification of the appointment of the independent registered public accounting firm, the advisory vote to approve our executive compensation or the approval of the LTIP Amendment.”.
b. Approved under the standard stated in the filing — “For this proposal, abstentions and broker non-votes will not be considered "votes cast" and will have no effect on the vote.”.
c. Approved under the standard stated in the filing — “For this proposal, abstentions and broker non-votes will not be considered "votes cast" and will have no effect on the vote.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Andrew L. FawthropIndependent · Board Chair · Audit · Compensation (Chair) · Environmental, Social and Governance (Chair) · Strategic and Reserves (Chair) · ESG · Strategic Committee (Chair) · Technical and Reserves | $221,000 | $110,003 | — | — | — | $331,003 |
| Cathy StubbsIndependent · Audit · Compensation · Environmental, Social and Governance · Strategic and Reserves · Technical and Reserves · ESG · Strategic | 111,000 | 110,003 | — | — | — | 221,003 |
| Fabrice Nze-BekaleIndependent · Audit · Compensation · Strategic and Reserves · ESG (Chair) · Strategic Committee | 103,750 | 110,003 | — | — | — | 213,753 |
| Edward LaFehrIndependent · Audit · Compensation · Environmental, Social and Governance · Strategic and Reserves · Technical and Reserves (Chair) · ESG · Strategic Committee | 102,000 | 110,003 | — | — | — | 212,003 |
| George W. M. MaxwellEmployee director · Strategic and Reserves · Technical and Reserves · Strategic Committee · Corporate Governance | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $2,000 |
| Committee chair fees (audit / comp / nom-gov) | 20,000 |
| Stock ownership guideline | $250,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $537,750 |
| Equity awards (grant-date value) | $440,012 |
| All other compensation | $0 |
| Total cost of the board | $977,762 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Vaalco Energy names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Vaalco Energy.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Kosmos Energy Ltd. | 2025 | Andrew Inglis | $1,196,681 | $3,715,420 | $0 | $0 | $4,976,958 |
| 2 | Vaalco Energy | 2025 | George Maxwell | 632,225 | 1,659,728 | 0 | 632,963 | 3,001,723 |
| — | Capricorn Energy PLC | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Vaalco Energy | not disclosed | Restricted Stock 50 · Performance Restricted Stock 50 | not disclosed | not disclosed |
| Capricorn Energy PLC | not disclosed | not disclosed | not disclosed | not disclosed |
| Kosmos Energy Ltd. | not disclosed | PSU 67 · RSU 33 | not disclosed | Meridian Compensation Partners, LLC |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, George Maxwell | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation”. As printed: 3,001,723. Filing ↗ |
| 2 | Section 01, Thor Pruckl | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation”. As printed: 1,749,869. Filing ↗ |
| 3 | Section 01, Ronald Bain | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation”. As printed: 1,475,181. Filing ↗ |
| 4 | Section 01, Matthew Powers | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation”. As printed: 1,128,813. Filing ↗ |
| 5 | Section 01, Casey Donohue | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation”. As printed: 649,791. Filing ↗ |
| 6 | Section 03, Ronald Bain RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 871417–871424 |
| 7 | Section 03, Ronald Bain RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 876297–876304 |
| 8 | Section 03, Casey Donohue RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 917239–917245 |
| 9 | Section 03, Casey Donohue RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 922142–922148 |
| 10 | Section 03, George Maxwell RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 861001–861010 |
| 11 | Section 03, George Maxwell RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 856096–856103 |
| 12 | Section 03, Matthew Powers RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 906918–906925 |
| 13 | Section 03, Matthew Powers RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 902039–902046 |
| 14 | Section 03, Thor Pruckl RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 886713–886720 |
| 15 | Section 03, Thor Pruckl RSU | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 891618–891625 |
| 16 | Section 08, Andrew L. Fawthrop | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Director Compensation”. As printed: 331,003. Filing ↗machine: span 425508–425515 |
| 17 | Section 08, Cathy Stubbs | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Director Compensation”. As printed: 221,003. Filing ↗machine: span 431006–431013 |
| 18 | Section 08, Fabrice Nze-Bekale | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Director Compensation”. As printed: 213,753. Filing ↗machine: span 433699–433706 |
| 19 | Section 08, Edward LaFehr | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Director Compensation”. As printed: 212,003. Filing ↗machine: span 435785–435792 |
| 20 | Section 08, George W. M. Maxwell | DEF 14A | 2026-04-24 | 0001104659-26-048000 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 21 | Section 06, 2026 vote | Form 8-K | 2026-06-04 | 0000894627-26-000033 | Item 5.07 · say-on-pay result. As reported: 97.31% (votes for as printed: 53,859,111). Filing ↗ |
| 22 | Section 06, 2025 vote | Form 8-K | 2025-06-06 | 0000894627-25-000028 | Item 5.07 · say-on-pay result. As reported: 93.55% (votes for as printed: 55,247,353). Filing ↗ |
| 23 | Section 06, 2024 vote | Form 8-K | 2024-06-06 | 0001437749-24-019440 | Item 5.07 · say-on-pay result. As reported: 84.23% (votes for as printed: 45,823,049). Filing ↗ |
| 24 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 25 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 26 | Section 09b board cost (computed) | Computed | — | computed | Cash 537,750 + equity 440,012 + all other 0 = 977,762, summed across the director compensation table rows.machine: formula: Σ = 977,762 |
| 27 | Kosmos Energy Ltd., Section 10b CEO total | DEF 14A | 2026-04-16 | 0001140361-26-014971 | CEO total compensation as printed in Kosmos Energy Ltd.'s own proxy. As printed: 4,976,958. Filing ↗machine: r2 · c22 · span 925119–925128 |
| 28 | Vaalco Energy (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001104659-26-048000 | CEO total compensation as printed in Vaalco Energy's own proxy. As printed: 3,001,723. Filing ↗ |
| 29 | Section 10a, Kosmos Energy Ltd. reciprocity | DEF 14A | — | 0001140361-26-014971 | Kosmos Energy Ltd.'s most recent proxy was read; its disclosed peer group does not include Vaalco Energy. Filing ↗ |