Cathy Stubbs

About Cathy Stubbs

Cathy Stubbs, age 58, has served as an independent director of VAALCO Energy (EGY) since June 2020, and currently chairs the Audit Committee while serving on all other board committees. A Texas CPA with 30+ years in energy, she was President & CFO (2015–2021) and SVP & CFO (2013–2015) of Aspire Holdings, LLC (formerly Endeavour International), held finance and treasury roles there from 2004–2013, previously served as Assistant Controller at Devon (formerly Ocean Energy) from 1997–2004, and began her career at KPMG, rising to Audit Manager; she holds BBA and MPA degrees from the University of Texas at Austin .

Past Roles

External Roles

Board Governance

• Committee assignments: Chairs Audit; member, Compensation; member, ESG; member, Strategic; member, Technical & Reserves; designated Audit Committee Financial Expert by the Board .
• Independence: Board determined Stubbs is independent under NYSE rules; no related-party or family relationships disclosed for directors .
• Attendance and engagement: Sits on every Board committee; directors (including Stubbs) attended 100% of Board and committee meetings in 2024 .
• Executive sessions: Non-management directors hold executive sessions at least at each regularly scheduled Board meeting .
• Lead Independent Director: Not required currently because the Chair of the Board is independent .

Fixed Compensation

• Cash framework (2024): $50,000 annual cash retainer; Audit & ESG Chairs $20,000; other committee chairs $15,000; Chair of the Board $100,000; per-meeting fees: Board $2,000, Committee $1,000; ESG Chair retainer increased from $15,000 to $20,000 in Aug 2024 .
• 2024 non-employee equity: standard annual grant of restricted stock valued at $85,002 (14,262 shares) with time-based vesting (see Performance Compensation) .

Performance Compensation

• Director equity is time-based restricted stock (no performance metrics). 2024 grant terms: 14,262 restricted shares; aggregate grant-date fair value $85,002; vesting on earlier of first anniversary or first Annual Meeting following grant, but not less than 50 weeks; continuous service required .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (Texas); designated Audit Committee Financial Expert by the Board .
• Deep finance, accounting, treasury, and risk management experience in international E&P (Aspire/Endeavour; Devon/Ocean) .
• Education: BBA and Master’s in Professional Accounting, University of Texas at Austin .
• Serves on every Board committee, enhancing cross-committee oversight and continuity .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Board effectiveness: As Audit Chair and the Board’s designated financial expert, Stubbs oversees audit quality, internal controls, and auditor independence; the Audit Committee reported on its review of the 2024 audited financials and recommended inclusion in the 10-K .
• Independence and conflicts: Board affirmed her independence; no director-related related-party transactions; Audit Committee reviews/approves any related-person transactions; the only disclosed 2024 related-party transaction involved the COO’s son (third-party services), not Stubbs .
• Attendance and engagement: Full attendance (100%) at Board and all committee meetings; serves on every committee, improving oversight continuity .
• Pay alignment and policies: Director pay is modest cash plus time-based equity; strong alignment policies include 5× retainer ownership guideline and prohibition on hedging/pledging; directors received 2024 equity grants with standard time-based vesting; no perquisites for directors .
• Shareholder signals: 2025 director election support for Stubbs was 57,299,405 For vs. 2,031,717 Withheld; 2025 say‑on‑pay passed (55,247,353 For; 3,809,182 Against; 274,587 Abstain); 2024 say‑on‑pay support was ~84% .
• Auditor oversight context: KPMG appointed in 2023; prior disclosures noted 2022 material weaknesses (leases, business combinations, consolidation/reporting, income taxes); continued Audit Committee oversight under Stubbs’ chair role is a relevant positive signal for remediation sustainability .

RED FLAGS: None evident specific to Stubbs. No attendance gaps, no disclosed related-party transactions, no hedging/pledging exceptions, and equity is time-based rather than performance-repriced awards .

Other Notes (Director Compensation Structure)

• 2024 director compensation benchmarking utilized Meridian Compensation Partners as an independent advisor; ESG Chair retainer increased to $20,000 (from $15,000) in August 2024; no other director pay changes in 2024 .
• Non-employee directors receive reimbursement for reasonable out-of-pocket expenses; no director perquisites .

Say-on-Pay & Shareholder Feedback (Context)

All shareholders and governance disclosures cited from VAALCO’s 2025 DEF 14A and related filings as indicated.