Independent
Tenure on this board
6.0 yrs
Also a director at
Weatherford International PLC (WFRD)
6 nominees · 4 ballot items.
Four proposals: election of six director nominees; a non-binding advisory vote to approve 2025 named executive officer compensation (Say-on-Pay); approval of the Second Amended and Restated 2021 Long Term Incentive Plan to add 4,500,000 shares and extend its term; and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect six director nominees (Neal P. Goldman, Paul R. Goodfellow, John “Brad” Juneau, Richard M. Sherrill, Charles M. Sledge, and Shandell M. Szabo) to hold office for one-year terms until the 2027 annual meeting.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025 as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal requests shareholder approval, on a non-binding basis, of the company’s disclosed 2025 executive compensation. Management frames compensation as a pay-for-performance program designed to attract and retain executives with deepwater offshore expertise and to align management incentives with long-term shareholder value via a mix of cash, annual performance-based bonuses, RSUs and multi-year PSUs tied to TSR and other metrics. The Compensation Committee highlights that a substantial portion of pay is at risk and performance-based (e.g., AIP weighted to adjusted free cash flow, production and safety; long-term PSUs tied to absolute and relative TSR and PVI), and that governance features (clawback policy, stock ownership guidelines, anti-hedging/pledging, double-trigger change-in-control protections) mitigate risk. The Board notes the 2025 AIP payout reflected strong operational results (153.5% payout) while long-term PSUs had mixed outcomes (some multi-year PSUs paid 0%), underscoring alignment and downside discipline in the structure. The advisory nature of the vote means it is not binding legally, but management will consider the result when setting future pay; historically the company has received strong say-on-pay support (≈91% in 2025). For investors evaluating the proposal, key considerations include the balance between near-term cash returns and long-term equity incentives, the use of sign-on and one-time awards (notably the CEO sign-on PSUs with stock-price hurdles), and the extent to which realized outcomes demonstrate alignment with shareholder returns. Potential concerns include dilution from equity grants and the use of discretion in award determinations, but the company points to explicit safeguards (minimum vesting rules, director compensation limits, no repricing without shareholder approval, and clawback provisions) as mitigants. Given this context, the Board recommends a FOR vote, arguing the program is market-competitive, performance-oriented, and governance-conscious.
Approve the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan to increase the share reserve by 4,500,000 shares (bringing total since 2021 to 16,939,415) and extend the plan term to the tenth anniversary of the Annual Meeting (June 4, 2036).
This management proposal requests shareholder approval to increase the available share reserve under Talos’s LTIP by 4.5 million shares and to extend the plan term through June 4, 2036. Management argues the incremental reserve is necessary to sustain equity award activity used to attract, retain and motivate technical and executive talent in the deepwater E&P market, and to align management incentives with long-term shareholder value. The filing discloses limited remaining availability under the current plan (approximately 978,690 shares) and indicates historical usage and recycling practices; approving the amendment would raise the total since 2021 to 16,939,415 shares. The likely economic dilution from the new authorization is modest in percentage terms (roughly mid-single-digit percent of the outstanding share base — approximately 2.7% based on ~167M shares outstanding as of March 25, 2026), but investors should weigh dilution against the strategic need to retain specialized talent and the company’s pay-for-performance constructs. The Amended LTIP incorporates several governance protections that may address shareholder concerns: a 10-year term, no automatic evergreen, minimum one-year vesting (with a narrow 5% exception), limits on director compensation, prohibitions on repricing without shareholder approval, dividend-equivalent restrictions, clawback recoupment language, and share recycling rules that prevent double-counting of certain share types. The Committee retains broad discretion over grant terms and substitute awards in M&A scenarios, and the plan allows for customary adjustments in recapitalization events; the change-in-control provisions do not guarantee automatic vesting unless the successor fails to assume awards. From a stewardship perspective, shareholders should consider the company’s prior compensation outcomes (strong AIP payouts in 2025 driven by operational execution but mixed multi-year PSU results) and the degree to which new shares will be used for retention versus supplemental or sign-on grants. Given these factors, the Board recommends a FOR vote, emphasizing the plan’s role in aligning management and shareholder interests while noting specific plan design features intended to limit dilution and protect shareholder value.
Ratify the Audit Committee's appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.21% | 13,700,402 | $216M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.45% | 9,095,580 | $143M |
| 3 | STATE STREET CORP | 4.80% | 8,006,949 | $126M |
| 4 | Sourcerock Group LLC | 4.76% | 7,949,403 | $125M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.52% | 5,869,787 | $93M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.20% | 5,343,393 | $84M |
| 7 | CANADA PENSION PLAN INVESTMENT BOARD | 2.41% | 4,018,800 | $63M |
| 8 | BlackRock, Inc. | 2.34% | 3,911,602 | $62M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.99% | 3,323,713 | $52M |
| 10 | Webs Creek Capital Management LP | 1.82% | 3,032,692 | $48M |
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