Matthew Powers
Executive Vice President, General Counsel and Corporate Secretary at 
VAALCO ENERGY INC /DE/
VAALCO ENERGY INC /DE/Executive
About Matthew Powers
Matthew R. Powers, age 49, is Executive Vice President, General Counsel and Corporate Secretary of VAALCO Energy (EGY). He joined VAALCO in October 2022 and holds an A.B. in Economics from the University of Colorado, Denver and a J.D. from the University of Chicago Law School; he is a member of the State Bar of Texas . Company performance metrics used to link pay and outcomes include Adjusted EBITDAX, WI Production, Reserves, and Revenue; in 2024 VAALCO reported net income of $58.5 million, net cash from operations of $113.7 million, and record Adjusted EBITDAX of $303.0 million, with cumulative TSR equivalent to $223.69 for a $100 initial investment over the period presented .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ION Geophysical Corporation | Executive Vice President & General Counsel | Not disclosed | Led legal for a publicly traded, multinational energy and marine logistics provider; global energy project work with focus on Africa |
| Sidley Austin LLP; Mayer Brown LLP; Duane Morris LLP | Attorney (transactional and litigation groups) | Not disclosed | Broad experience across operational contracts, capital markets, M&A, and dispute resolution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| State Bar of Texas | Member | Not disclosed | Legal credential enabling practice and governance oversight in Texas |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary Rate ($) | 350,000 | 378,000 |
| Salary Paid ($) | 350,000 | 372,500 |
| Target Short-Term Incentive (STI) (% of Base) | 75% | 75% |
| Target STI ($) | Derived: $262,500 (350,000×75%); calc. from disclosed inputs | 283,500 |
| Actual STI Paid ($) | 254,625 | 286,335 |
| Actual STI as % of Target | Not disclosed | 101.0% |
Performance Compensation
Annual Equity Grants (2024)
| Award Type | Grant Date | Shares/Options (#) | Exercise Price ($) | Grant Date Fair Value ($) | Vesting / Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 6/06/2024 | 35,062 | — | 208,970 | Vests in three equal annual installments beginning one year from grant date |
| Stock Options (Performance) | 6/06/2024 | 64,966 | 5.96 | 212,439 | 1/3 vests no sooner than 6/06/2025 if 30‑day avg stock price ≥ 15% above strike; 1/3 no sooner than 6/06/2026 if ≥ 32.25%; 1/3 no sooner than 6/06/2027 if ≥ 52.5%; hurdles must be achieved by 6/06/2034; none achieved as of 4/11/2025 |
Outstanding Equity Awards at FY2024 Year-End (Matthew Powers)
| Category | Detail | Amount |
|---|---|---|
| RSUs Unvested (#) | Granted 6/08/2023 | 13,922; MV $60,839 |
| RSUs Unvested (#) | Granted 6/06/2024 | 35,062; MV $153,221 |
| Options Exercisable (#) | Strike $4.19; Exp 6/08/2033 | 11,529 |
| Options Unexercisable (#) | Strike $4.19; Exp 6/08/2033 | 23,056 |
| Options Unexercisable (#) | Strike $5.96; Exp 6/06/2034 | 64,966 |
Bonus Scorecard Linkage (Illustrative 2024 Metrics)
| Metric | Weighting | Target Range | Actual Outcome | Payout Multiplier | Notes |
|---|---|---|---|---|---|
| ERP Goals | 15% | Threshold/Plan/Stretch | Achieved ahead of program goals | 150% (Stretch) | System rolled out across targeted locations |
| Gabon Cost Reduction & Production | 15% | Threshold/Plan/Stretch | Achieved Plan target | 100% (Plan) | Sustain production while reducing cash costs |
| Inorganic Growth (Svenska acquisition) | Not disclosed | Threshold/Plan/Stretch | Plan applied | 100% (Plan) | Acquisition paid back 180% of initial net investment by 12/31/2024 |
| Investor Relations, Liquidity & Share Price | Not disclosed | Threshold/Plan/Stretch | Stretch achieved | 150% (Stretch) | Valuation improvement focus (P/E ratio context) |
| Debt Facility | Not disclosed | Threshold/Plan/Stretch | Between Threshold and Plan | 65% | RBL completed Q1 2025 |
| Corporate vs Individual Weighting | 50%/50% | — | Combined to determine STI | — | Committee considers role-specific impact and CEO feedback |
Equity Ownership & Alignment
| Item | As-of Date | Amount | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Shares) | 4/11/2025 | 77,306 | Includes 54,249 direct and 23,057 options exercisable within 60 days |
| Ownership as % of Shares Outstanding | 4/11/2025 | ~0.0736% | 77,306 / 105,079,017; calc. from disclosed shares outstanding |
| Stock Ownership Guidelines (Other Executive Officers) | Policy | 2× annual base salary | Unexercised options/SARs do not count |
| Guideline Compliance & Retention | Policy & 2024 Review | All directors and officers found in compliance; retain 60% of net shares until compliant; 5 years to attain compliance | |
| Hedging/Pledging Policy | Policy | Prohibited (derivatives, collars, forward sale contracts); pledging/margin requires Board consent | Designed to avoid misalignment and speculative trading |
| Option In-the-Money (illustrative) | 12/31/2024 | ~$2,075 | 11,529 exercisable @ $4.19 vs $4.37 close → $0.18 per share; calc. from disclosed prices |
| RSU Vesting Pressure | 2025–2027 | Three equal installments from grant dates | Could create periodic selling pressure upon vesting, subject to policy windows |
Employment Terms
- Powers Employment Agreement dated January 18, 2024, amended June 6, 2024; minimum annual base salary $350,000 with annual review; target annual cash bonus 75% of base; eligible for restricted stock, stock options, or other incentive awards on terms no less favorable than other senior executives .
- Severance (non‑CIC): upon involuntary termination without Cause, for Good Reason, or death/disability → additional compensation equal to 50% of base salary plus 50% of the greater of (i) average annual bonus for the preceding two years or (ii) bonus for the year of termination at the Incentive Target Percentage (prorated), plus continued group health coverage for one year for him and eligible dependents .
- Change-in-Control (CIC): if terminated in a specified period preceding or following a CIC under certain circumstances → additional compensation equal to 100% of base salary plus 100% of the greater of (i) average annual bonus for the preceding two years or (ii) bonus for the year of termination at the Incentive Target Percentage (prorated) . Equity awards generally accelerate upon termination in connection with a change in control .
- Clawback: NYSE/SEC-compliant recoupment policy for incentive compensation in event of required accounting restatement due to material noncompliance .
- Indemnification: corporate documents require indemnification of officers to the fullest extent permitted by law .
- Perquisites: company generally does not provide perquisites not available to all employees; relocation perquisites noted for another NEO, but none specific to Powers disclosed .
Compensation Structure Analysis
- Mix shifted toward performance-vested options and service-based RSUs in 2024; options require stock price hurdles (15%, 32.25%, 52.5%) on a 30-day average before vesting, aligning pay with shareholder returns; none of 2024 hurdles achieved as of April 11, 2025 .
- Annual STI is balanced: corporate scorecard and individual performance equally weighted, with clear multipliers (Threshold 50%, Plan 100%, Stretch 150%) applied to specific operational and strategic metrics (ERP 15% at Stretch, Gabon costs 15% at Plan, debt facility at 65%, etc.) .
- Equity timing and MNPI: company discloses option grants made June 6, 2024, same business day as filing an 8-K with voting results; change in closing price around disclosure was −1.17%; governance practices state no timing around MNPI to affect award value .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote on executive compensation presented; Board recommends voting FOR; detailed CD&A supports pay-for-performance design with TSR alignment; historical vote percentages not disclosed in the 2025 proxy .
Investment Implications
- Alignment: Powers’ pay structure is levered to performance via options with multi-year, price-based hurdles and RSUs with service vesting; STI tied to company scorecards and individual performance supports pay-for-performance discipline .
- Retention risk and selling pressure: RSUs vest ratably through 2027, creating periodic vesting events; however, options are largely unexercisable until price hurdles are met, limiting near-term saleable supply; hedging/pledging prohibited and ownership guidelines with retention requirements further temper selling pressure .
- Ownership: Beneficial ownership is modest (<1%); direct and near-term exercisable holdings total 77,306 shares, implying limited direct voting and economic leverage; however, accelerated vesting in CIC and severance terms at 0.5×/1.0× salary+bonus reduce abrupt departure risk without excessive parachute costs .
- Execution signals: 2024 STI outcomes (101% of target for Powers) and scorecard multipliers across ERP, Gabon cost management, and strategic initiatives reflect operational focus; record Adjusted EBITDAX and inorganic growth (Svenska) underpin compensation outcomes, suggesting management’s strategy execution is rewarded and monitored .