George Maxwell
VAALCO ENERGY INC /DE/About George Maxwell
George W. M. Maxwell is VAALCO Energy’s Chief Executive Officer (since April 18, 2021) and a director (since 2020), age 59, with 25+ years in oil and gas, including executive leadership, M&A, and finance roles across Africa, Europe, Asia, and the U.S. He holds an MBA from Robert Gordon University (Aberdeen) and is a Fellow of the Energy Institute (UK) . Under his leadership, 2024 delivered net income of $58.5 million, net cash from operating activities of $113.7 million, and record Adjusted EBITDAX of $303.0 million . The company’s total return (30-day VWAP, year-end to year-end) increased 5.6% in 2024, in the top half of the selected peer group, resulting in a 100% TSR modifier applied to bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eland Oil & Gas Plc | Board Director | 2009–2019 | Guided growth through to sale to Seplat in Dec 2019 . |
| Eland Oil & Gas Plc | Chief Executive Officer | 2014–2019 | Led operations and value creation through acquisition by Seplat . |
| Eland Oil & Gas Plc | Chief Financial Officer | 2010–2014 | Built finance function; prepared company for later leadership transition . |
| Addax Petroleum | Business Development Manager; Commercial Manager (Geneva); General Manager (Nigeria) | 2004–2009 (roles spanning period) | Oversaw finance, fiscal, and commercial activities; advanced West Africa footprint . |
| ABB Oil & Gas | VP Finance (UK and Houston); Finance Director (Singapore) | Late 1990s–2000s (roles spanning period) | Managed multi-country operations; ran Asia/Middle East finance through Asian crisis using currency risk controls . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elcrest Exploration and Production Nigeria Ltd. | Director | Not disclosed | Board experience with Nigeria E&P entity . |
| Westport Oil Limited | Director | Not disclosed | Board experience in E&P operations . |
Fixed Compensation
| Element | 2023 Amount | 2024 Amount | Terms |
|---|---|---|---|
| Base Salary | $550,000 | $605,000 | 10% year-over-year increase . |
| Health Benefits | — | $22,000 per year | Provided under employment agreement . |
| 401(k) Match Approximation | — | $17,000 per year | Provided under employment agreement . |
| Other Customary Benefits | — | Provided (vacation, sick leave) | Per employment agreement . |
Summary Compensation (SCT) – CEO (Maxwell):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 550,000 | 550,000 | 591,250 |
| Stock Awards ($) | 280,752 | 412,501 | 841,290 |
| Option Awards ($) | 240,750 | 412,501 | 842,175 |
| Non-Equity Incentive ($) | 607,750 | 561,000 | 686,675 |
| All Other Comp ($) | 39,000 | 40,423 | 54,103 |
| Total ($) | 1,718,252 | 1,976,425 | 3,015,493 |
Compensation Actually Paid (CAP) – CEO:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CAP ($) | 1,641,635 | 1,952,232 | 2,391,536 |
Performance Compensation
Target annual cash bonus opportunity is 100% of base salary for Maxwell; actual 2024 STI payout was $686,675, equal to 113.5% of target .
Executive Scorecard (Corporate Component) – 2024:
| Metric | Threshold (50%) | Plan (100%) | Stretch (150%) | Actual Result | Weight | Score |
|---|---|---|---|---|---|---|
| Non-Executive Scorecard | N/A | N/A | N/A | 98% | 15% | 15% |
| Inorganic Growth | LOI signed | Acquisition up to $100M value added | Acquisition + 20% FCF uplift | 100% | 20% | 20% |
| Business Combination Execution | Close Svenska + timely filings | Threshold plus retain staff; meet FCF target | Plan plus +20% FCF | 100% | 10% | 10% |
| ERP Rollout | Complete by year-end | Complete all locations by Q3 close | Complete all locations by Aug close, on budget | 150% | 15% | 23% |
| Gabon Cost Reduction | $10m reduction; ≥15,000 BOPD | $20m reduction; ≥15,000 BOPD | $30m reduction; ≥15,000 BOPD | 100% | 15% | 15% |
| IR/Liquidity/Share Price | Website/branding | +10% liquidity; relaunch; conferences | >55% institutional; broaden IR | 150% | 10% | 15% |
| Debt Facility | Renew | Refinance to $100M by YE | Refi by Sept $100M | 65% | 15% | 10% |
| Total Raw Score | — | — | — | — | 100% | 107% |
| TSR Modifier | — | — | — | 100% | — | 100% |
Individual performance is weighted equally with corporate score in determining final bonus; Maxwell’s 2024 payout was 113.5% of target .
Long-Term Incentives – 2024 Grants:
| Award Type | Grant Date | Quantity | Exercise Price | Fair Value (Grant) | Vesting | Expiration/Notes |
|---|---|---|---|---|---|---|
| Stock Options | 6/06/2024 | 261,545 | $5.96 | $855,252 | 1/3 at/after 6/6/2025 with +15% price hurdle; 1/3 at/after 6/6/2026 with +32.25%; 1/3 at/after 6/6/2027 with +52.5%; 30-day avg price; hurdles by 6/6/2034 | Expires 6/06/2034; as of 4/11/2025 none of the price hurdles achieved . |
| Restricted Stock (RSU) | 6/06/2024 | 141,156 | — | $841,290 | Vests in three equal annual installments beginning one year from grant | — |
Most important financial performance measures linking pay in 2024: Adjusted EBITDAX, WI Production (BOEPD), Reserves, Revenue .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 499,055 shares; less than 1% of outstanding . |
| Breakdown | 362,082 directly held; 136,973 via options exercisable within 60 days . |
| Shares Outstanding | 105,079,017 as of April 11, 2025 . |
| Unvested RSUs (12/31/2024) | 14,600 ($63,802); 65,632 ($286,812); 141,156 ($616,852) . |
| Options Outstanding (12/31/2024) | 28,277 ex/56,554 unex at $6.41 exp 3/11/2032; 54,348 ex/108,696 unex at $4.19 exp 6/08/2033; 261,545 unex at $5.96 exp 6/06/2034 . |
| Hedging/Pledging Policy | Prohibited for directors and NEOs . |
| Ownership Guidelines | CEO required to own 3x base salary in equity . |
| Option Repricing | Company does not reprice options . |
Insider selling pressure considerations:
- RSUs vest annually over 3 years from grant dates (e.g., 6/06/2024), creating predictable vesting-related supply events; options have unachieved price hurdles as of April 11, 2025, limiting near-term option-based selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| CEO Appointment | Became CEO on April 18, 2021 . |
| Employment Agreement | Effective April 19, 2021; amended Jan 27, 2022, Nov 1, 2022, and June 6, 2024 . |
| Base Salary | $605,000 . |
| Target Annual Bonus | 100% of base salary . |
| Other Cash Benefits | $22,000 health; $17,000 401(k) match approximation; customary benefits . |
| Change-in-Control (CIC) Severance | 150% of base salary plus 150% of the greater of average prior two years’ bonus or current-year bonus (prorated) upon termination in specified period around CIC; double-trigger policy . |
Estimated Termination Payments (as of 12/31/2024; stock price $4.37):
| Scenario | Cash Severance | Health Care Premiums | Accelerated RSU Vesting | Accelerated Option Vesting | Total |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause or Good Reason | $638,963 | $29,183 | — | — | $668,145 |
| Termination in Connection with Change in Control | $1,773,750 | $29,183 | $967,466 | $2,226,165 | $4,996,564 |
| Disability or Death | $638,963 | $29,183 | $967,466 | $2,226,165 | $3,861,776 |
Board Governance
- Role: Director and CEO; not independent due to employment status .
- Board leadership structure: CEO and Chairman roles separated; Chairman is Andrew L. Fawthrop .
- Committee memberships: Strategic; Technical and Reserves .
- Independence: Majority of board is independent; Maxwell is not independent as an employee .
- Dual-role implications: Separation of Chair and CEO mitigates concentration of power; committee assignments avoid Audit/Compensation roles, reducing independence concerns .
Performance & Track Record
- 2024 financial highlights: Net income $58.5 million; net cash from operating activities $113.7 million; record Adjusted EBITDAX $303.0 million .
- Inorganic growth: Closed all-cash acquisition of Svenska (net price $40.2 million) with 180% payback of initial net investment by year-end 2024; finalized Gabon offshore PSCs with material upside potential .
- TSR modifier: 2024 total return increased 5.6%; TSR modifier 100% after peer comparison .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 total compensation rose to $3.02 million, driven by higher equity awards (stock $841k; options $842k) and increased STI payout; reflects higher at-risk pay tied to performance scorecards .
- Metric Design: Specific operational, strategic, and financial metrics with defined thresholds/plan/stretch and peer-informed TSR modifier cap at 200% maintains risk discipline .
- Governance Features: No option repricing; double-trigger CIC; robust ownership guidelines; hedging/pledging prohibited .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (for 2023 program): ~84% approval of votes cast .
Equity Awards Outstanding (FY-End 2024) – Maxwell
| Award | Status | Quantity | Exercise Price | Expiration | Market Value (if RSU) |
|---|---|---|---|---|---|
| RSU (3/11/2022) | Unvested | 14,600 | — | — | $63,802 |
| RSU (6/08/2023) | Unvested | 65,632 | — | — | $286,812 |
| RSU (6/06/2024) | Unvested | 141,156 | — | — | $616,852 |
| Options (3/11/2022) | Exercisable/Unexercisable | 28,277 / 56,554 | $6.41 | 3/11/2032 | — |
| Options (6/08/2023) | Exercisable/Unexercisable | 54,348 / 108,696 | $4.19 | 6/08/2033 | — |
| Options (6/06/2024) | Unexercisable | 261,545 | $5.96 | 6/06/2034 | — |
Director Service Summary (Maxwell)
| Attribute | Details |
|---|---|
| Director Since | 2020 . |
| Independence | Not independent (employee) . |
| Committees | Strategic; Technical and Reserves . |
| Board Leadership Structure | Separate Chair and CEO; Chair: Andrew L. Fawthrop . |
| Dual Role Considerations | CEO/Director structure mitigated via independent majority and committee composition; avoids Audit/Comp roles . |
Employment & Contract Provisions
| Provision | Details |
|---|---|
| Agreement Effective Date | April 19, 2021; amendments on Jan 27, 2022; Nov 1, 2022; June 6, 2024 . |
| Benefits | Health $22,000/year; 401(k) match approximation $17,000/year; customary benefits . |
| Bonus Target | 100% of salary . |
| CIC Severance Multiple | 150% salary plus 150% of greater of two-year average bonus or current-year bonus (prorated) . |
| Equity Acceleration | All outstanding equity awards immediately vest upon CIC . |
| Policy Protections | No single-trigger CIC; no option repricing; hedging/pledging prohibited; robust stock ownership requirements . |
Risk Indicators & Red Flags
- Related party transactions: None requiring disclosure; independence checks found no material relationships .
- Hedging/Pledging: Prohibited for directors/NEOs .
- Option Repricing: Prohibited .
- Governance: Separate Chair/CEO; majority independent board .
Compensation Peer Group (for TSR Modifier)
Afentra PLC; Africa Oil Corp.; BW Energy Ltd.; Capricorn Energy PLC; Kosmos Energy Ltd.; Orca Exploration Group Inc. Class B; Panoro Energy ASA; Pharos Energy PLC; Seplat Petroleum; Tullow Oil plc .
Investment Implications
- Pay-for-performance alignment: Significant at-risk mix with explicit thresholds/plan/stretch metrics and an external TSR modifier supports disciplined incentive design; 2024 STI payout of 113.5% aligns with a 107% corporate score and neutral TSR modifier .
- Vesting/supply dynamics: RSUs vest annually for 2022–2024 grants; options have stringent price hurdles not met as of April 11, 2025, limiting near-term option-driven selling pressure .
- Ownership alignment: Meaningful personal share ownership with options; robust 3x salary ownership guideline and anti-hedging/pledging policy strengthen alignment, though compliance status is not disclosed .
- Retention and CIC terms: Double-trigger CIC with 150% salary and bonus multiple plus equity acceleration provide competitive protection; standard severance without cause and disability/death amounts quantify downside protection .
- Execution track record: Inorganic growth through Svenska (180% payback by year-end), record 2024 Adjusted EBITDAX, and targeted operational scorecard achievements suggest ongoing capability to drive value, with refinancing timing headwind reflected in a reduced score for the debt facility metric .