Lynn Willis

About Lynn Willis

Lynn Willis is Chief Accounting Officer (CAO) and Controller at VAALCO Energy (EGY). She was appointed Interim CAO and Controller on April 10, 2024, and named CAO and Controller effective August 12, 2024; her age was 59 at appointment as interim CAO. She is a CPA (Texas) with a B.A. in Economics and Management Studies and a Master’s in Accounting from Rice University . During her tenure, company performance highlights include 2024 net income of $58.5 million, record Adjusted EBITDAX of $303.0 million, and net cash from operating activities of $113.7 million, underscoring solid operating execution in the period overlapping her leadership of accounting .

Past Roles

External Roles

• No public company directorships or external board roles were disclosed in the Company’s filings describing Ms. Willis’s background .

Fixed Compensation

• As of April 12, 2024, upon her appointment as Interim CAO and Controller, no additional compensation was approved, and Ms. Willis did not have an employment agreement .
• Upon her appointment as CAO and Controller on August 12, 2024, the Company stated there was no change to the compensatory arrangement from what had previously been disclosed (i.e., no new terms were announced) .
• Ms. Willis was not a named executive officer (NEO) in the 2025 Proxy; therefore, a line-item disclosure of base salary, target bonus, or grant values for her was not included in the Summary Compensation Table .

Performance Compensation

• Annual bonus program mechanics: for executives, payout is based on a combination of corporate performance (Executive Scorecard) and individual performance, generally with equal weighting; scorecards include financial/operational/strategic metrics and threshold/plan/stretch ranges that translate to payout multipliers .
• Role-based STI targets (2024 program reference): the CAO position carried a 40% of base salary target under the Company’s disclosed STI framework (shown for the then-CAO), though Ms. Willis’s specific target was not separately disclosed .
• Long-term equity program (general executive framework used in 2024):
  • Time-vested restricted stock typically vests ratably over three years .
  • Stock options granted in 2024 had an exercise price of $5.96 and vest in thirds, subject to both time and stock-price hurdles measured on a 30-day average: +15% (no sooner than 1st anniversary), +32.25% (no sooner than 2nd), +52.5% (no sooner than 3rd); 10-year term to June 6, 2034; as of April 11, 2025, hurdles were not achieved .
• Most important financial measures linking pay and performance in 2024: Adjusted EBITDAX, WI Production (BOEPD), Reserves, Revenue .

2024 Executive Scorecard example (illustrative of program design)

• The Company describes its Executive Scorecard design and weights (example shown for 2023 program), covering corporate results and strategic initiatives; these structures inform how executive STI is determined annually .

Equity Ownership & Alignment

• Stock ownership guidelines: “Other Executive Officers” are required to hold Company equity equal to 2x base salary; the CEO and CFO have 3x requirements, and independent directors 5x of their cash retainer .
• Compliance and holding requirements: directors and officers have five years from adoption or appointment to meet guidelines; until compliant, they must retain 60% of net shares from equity awards; ESG Committee found all directors and officers in compliance in 2024 .
• Hedging and pledging: the insider trading policy prohibits hedging and pledging Company stock without Board consent and broadly applies to all directors, officers, and employees .
• Beneficial ownership: Ms. Willis was not listed among directors/NEOs in the 2025 Proxy beneficial ownership table; no share count or percentage was disclosed for her individually in that table .

Employment Terms

• Employment agreement: none at the time of her Interim CAO appointment; no additional compensation approved at that time .
• Upon appointment as CAO: no change to compensatory arrangements disclosed .
• Change-in-control and severance: the Company states executive employment agreements for certain officers (CEO, CFO, COO, GC) are double-trigger for change-in-control; a prior form CIC agreement from 2019 was not in effect at year-end 2024. Ms. Willis is not specifically mentioned in these CIC/severance disclosures .
• Clawback: the Company maintains a clawback policy compliant with SEC/NYSE rules for restatement-related recoupment .

Performance & Track Record

Company performance context (during Ms. Willis’s accounting leadership)

• 2024 highlights cited by the Company include net income of $58.5 million, record Adjusted EBITDAX of $303.0 million, and net cash from operating activities of $113.7 million .

Note: Asterisked values retrieved from S&P Global.

Governance, Committee, and Shareholder Feedback Context

• Compensation Committee membership (2025 Proxy): Andrew L. Fawthrop (Chair), Cathy Stubbs, Fabrice Nze‑Bekale, Edward LaFehr; functions include approving CEO pay, reviewing other executive pay, and administering incentive/equity plans .
• Shareholder-friendly practices include no single-trigger CIC benefits, no option repricing, robust ownership guidelines, multi-year vesting, and prohibitions on hedging/pledging .
• Say-on-pay: 2024 say-on-pay support was ~84% of votes cast ; at the 2025 Annual Meeting, executive compensation was approved (For: 55,247,353; Against: 3,809,182; Abstain: 274,587; Broker Non-Votes: 17,707,726) .

Related Party Transactions and Other Disclosures

• Prior to employment, Ms. Willis provided consulting services to VAALCO in 2023, receiving approximately $136,625 .
• No family relationships or other Item 404(a) transactions were disclosed for Ms. Willis beyond the 2023 consulting fee .

Insider Trading and Filings

• Ms. Willis has served as the authorized signatory on multiple 8‑K filings and the Company’s Form SD in 2025 in her capacity as Chief Accounting Officer and Controller, evidencing her role as principal accounting officer and SEC filing signatory .
• The Company’s policy prohibits hedging/pledging of Company securities without prior Board consent .
• Form 4 trading data for Ms. Willis was not included in the reviewed filings; no insider trading pattern analysis could be derived from the Company documents queried.

Compensation Structure Analysis (Signals)

• Role-level STI target for the CAO position (40%) implies a moderate variable cash component, but Ms. Willis’s specific target/award was not disclosed; as a non-NEO, equity award details for her are not presented in the Proxy .
• Company-wide executive LTI mix includes a retention-oriented RSU component and performance/time-based options with price hurdles and long-dated expirations; this design can reduce near-term selling pressure absent price hurdle achievement .
• Robust clawback and anti-hedging/pledging policies reduce alignment risk .

Investment Implications

• Disclosure gap: As a non-NEO, Ms. Willis’s specific base salary, bonus outcomes, and equity grant details are not reported, limiting precision on pay-for-performance alignment and potential vesting-related selling pressure for her individually .
• Alignment safeguards: Stock ownership requirements for officers (2x salary), five-year compliance window with 60% net-share retention until met, and prohibitions on hedging/pledging support alignment; ESG committee reported all directors and officers compliant in 2024 .
• Retention/transition risk: Absence of a disclosed employment agreement for Ms. Willis and no specific CIC/severance terms in filings may imply lower contractual severance exposure for shareholders, but also less clarity on retention economics for the CAO role .
• Execution backdrop: 2024 operating results (record Adjusted EBITDAX, positive net income and cash from operations) reflect a constructive environment for finance/accounting execution under Ms. Willis’s watch; continued delivery against internal control, reporting, and capital allocation disciplines will be key as the option hurdle structure limits immediate LTI monetization for executives generally .