Edward LaFehr
VAALCO ENERGY INC /DE/About Edward LaFehr
Independent Director at VAALCO Energy (EGY); age 65; director since 2022 following the VAALCO–TransGlobe combination. Former President & CEO of Baytex Energy (retired January 2023) with 40 years in oil & gas across Amoco, BP, Talisman, TAQA and Baytex; holds master’s degrees in geophysics (Stanford) and mineral economics (Colorado School of Mines) . Determined independent under NYSE rules; no related-party relationships requiring disclosure were found for LaFehr .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baytex Energy Corporation | President & Chief Executive Officer | ~2017–Jan 2023 | Led strategy and operations; retired Jan 2023 |
| Abu Dhabi National Energy Company (TAQA) | President, North America; later Global COO | Prior to Baytex | Senior operational leadership across regions |
| Talisman Energy | Senior Vice President | Prior to TAQA | Senior executive role |
| Pharaonic Petroleum Company (Egypt) | Managing Director | 2009–2011 | Managed JV operations in Egypt |
| BP Egypt | Executive team member; Board representative on Pharaonic JV and ENI’s Petrobel JV | Prior | Governance and JV oversight |
| TransGlobe Energy Corporation | Director | Appointed March 2019 | Joined VAALCO Board post-combination Oct 2022 |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| STEP Energy Services Ltd. (TSE:STEP) | Director | Nov 2023 | Energy services provider (coiled tubing, pumping, hydraulic fracturing) |
Board Governance
- Independence: Board affirmatively determined LaFehr is independent under VAALCO Corporate Governance Principles and NYSE listing rules; no related-party transactions or relationships involving him were found .
- Committees and chair roles:
- Technical and Reserves Committee – Chair; oversees reserves evaluators, approves reserves disclosures, engages regulators .
- Compensation Committee – Member; oversees CEO and executive compensation, incentive/equity plans, and independent consultant .
- ESG Committee – Member; governance principles, board/committee effectiveness evaluations, director nominations, succession, ESG oversight .
- Strategic Committee – Member; M&A and strategic alternatives, financing, non-core divestitures .
- Attendance and engagement:
- 2024 meetings: Board (10), Audit (4), Compensation (3), ESG (3), Strategic (4), Technical & Reserves (5); each director and committee member attended 100% of their meetings; all directors attended the 2024 Annual Meeting; executive sessions of non-management directors held at least with each regular Board meeting .
- Lead Independent Director: Not appointed because the Chair is independent (Chairman: Andrew L. Fawthrop) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 50,000 | Paid quarterly |
| Committee chair retainer – Audit & ESG | 20,000 | ESG chair retainer raised from $15k to $20k in Aug 2024 |
| Committee chair retainer – other committees | 15,000 | Applies to Technical & Reserves, Strategic, Compensation chairs (non-Audit/ESG) |
| Chair of the Board retainer | 100,000 | Not applicable to LaFehr |
| Per meeting fees – Board | 2,000 | Per meeting |
| Per meeting fees – Committee | 1,000 | Per meeting |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Edward LaFehr (2024) | 97,000 | 85,002 | 182,002 |
Performance Compensation
| Equity Grant Detail | Value |
|---|---|
| Annual director equity award (June 6, 2024) | 14,262 restricted shares; grant-date fair value $85,002; vest on earlier of first anniversary or next Annual Meeting (≥50 weeks), subject to continuous service |
| Grant timing practice | Awards determined at June Board meeting, subsequent to Annual Meeting; Compensation Committee does not time grants around MNPI |
| Performance metrics tied to director awards | None disclosed; awards are time-based restricted stock (non-performance) |
Other Directorships & Interlocks
| Company | Relationship to VAALCO | Potential Interlock/Conflict |
|---|---|---|
| STEP Energy Services Ltd. (TSE:STEP) | External board seat | Energy services provider; no VAALCO related-party transactions disclosed; monitor for procurement ties |
| TransGlobe Energy Corporation | Prior director; became VAALCO director post-combination | DSUs from TransGlobe translate to VAALCO share issuance upon board departure (see Equity Ownership) |
Expertise & Qualifications
- 40 years global E&P leadership (North America, Europe, Middle East); senior roles at TAQA, Talisman, BP; MD of Pharaonic Petroleum in Egypt .
- Technical reserves oversight as Chair of Technical & Reserves Committee; experience with regulators and reserves auditors .
- Education: M.S. in Geophysics (Stanford); M.S. in Mineral Economics (Colorado School of Mines) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of April 11, 2025) | 61,272 shares directly; less than 1% of outstanding |
| Shares outstanding (record date) | 105,079,017 |
| Options (exercisable within 60 days) | None for LaFehr |
| Deferred share units from TransGlobe (to be issued upon retirement/removal/resignation from Board) | 101,313 VAALCO shares; relates to cash-settled DSUs awarded prior to 2022 combination |
| Hedging/pledging | Company policy prohibits hedging and pledging without Board consent; margin accounts and derivatives banned; no pledges disclosed for directors |
| Stock ownership guidelines (directors) | Minimum holding equal to 5× annual cash retainer (i.e., 5×$50,000); qualifying forms include direct shares, unvested restricted stock, vested deferred share-settled awards; excludes options/SARs and cash-settled awards |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Edward LaFehr (2025 Annual Meeting) | 57,390,385 | 1,940,737 | — | 17,707,726 |
| Advisory vote on NEO compensation (2025) | 55,247,353 | 3,809,182 | 274,587 | 17,707,726 |
Related Party Transactions and Policies
- No related-party transactions involving directors were disclosed; one transaction involved the COO’s son’s entity (project services, $164,644 in 2024) and was reviewed under policy .
- Review and approval process: Audit Committee evaluates any potential conflicts; directors complete annual questionnaires; restrictions on conflicted Audit Committee member participation .
- Insider Trading Policy: global coverage; pre-clearance and blackout periods; prohibits short sales, options, derivatives, margin accounts, pledging (absent Board consent), and hedging .
- Clawback Policy: NYSE/SEC-compliant recoupment of erroneously awarded incentive compensation following restatements; applies to executives; governance signal on accountability .
Governance Assessment
-
Strengths
- Independence affirmed; no related-party exposure tied to LaFehr .
- 100% attendance; active engagement across four committees; chairs Technical & Reserves with deep domain expertise .
- Director pay mix balanced (cash + time-based equity); no perquisites; use of independent compensation consultant (Meridian) with independence confirmed .
- Strong policies on hedging/pledging, insider trading, executive clawback; ownership guidelines align interests .
-
Watch items / RED FLAGS
- Deferred share units legacy from TransGlobe will result in issuance of 101,313 VAALCO shares upon LaFehr’s board departure; while disclosed and legacy-related, it represents a dilution event tied to director separation; monitor timing and disclosures around issuance and settlement mechanics .
- External board at STEP Energy Services (supplier industry) presents potential for perceived interlocks; no related-party transactions disclosed but monitor procurement and vendor relationships for any STEP ties .
-
Shareholder support indicators
- Strong FOR votes for LaFehr’s re-election (57.39M vs 1.94M withholds) and robust say-on-pay support (~55.2M FOR) indicate investor confidence in board and pay practices .
-
Alignment and incentives
- Ownership guidelines (5× retainer) and prohibition on hedging/pledging support long-term alignment; director equity awards are time-based, promoting retention and continuity rather than short-term metrics .
Overall, LaFehr’s technical leadership, committee breadth (especially reserves oversight), independence, and attendance support board effectiveness, with monitoring advised for legacy DSU share issuance and any potential STEP-related interlocks.