Ronald Bain
VAALCO ENERGY INC /DE/About Ronald Bain
Ronald Y. Bain, age 58, is Chief Financial Officer (Principal Financial Officer) of VAALCO Energy, Inc. (EGY). He joined the company in June 2021 and has over 25 years of oil and gas experience, including CFO and board service at Eland Oil & Gas Plc and senior finance roles at Baker Hughes and BJ Services; he is a Fellow of the Association of Certified Chartered Accountants (FCCA) with multiple finance certifications . During his tenure, company performance metrics have included cumulative TSR growth and strong Adjusted EBITDAX and net income levels, used by EGY in its pay-versus-performance framework .
| Company Performance Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Cumulative TSR (Value of $100 Investment) | $144.59 | $210.27 | $219.40 | $223.69 |
| Net Income ($M) | $81.84 | $51.89 | $60.35 | $58.49 |
| Adjusted EBITDAX ($M) | $85.80 | $186.60 | $280.40 | $303.00 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Boskalis Westminster N.V. | Finance Director, Subsea Services | Not disclosed | Senior finance leadership in subsea services |
| Eland Oil & Gas Plc | Chief Financial Officer; Board member | Until Dec 2019 | CFO and board roles through sale to Seplat; capital markets experience |
| Baker Hughes & BJ Services | Regional Accounting Director; Enterprise Finance/Controller | 19-year period | Led financial integration planning for Baker Hughes on GE Oil & Gas merger |
| Donside Paper Company | Finance Director (progressed from Assistant Accountant) | 9 years | Advanced through manufacturing and cost accounting to Finance Director |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eland Oil & Gas Plc and related company boards | Director | Until Dec 2019 | Served on board and related boards until acquisition by Seplat |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $440,000 |
| Target Bonus (% of Base) | 75% | 75% |
| Actual Cash Bonus ($) | $306,000 | $374,550 |
| All Other Compensation ($) | $39,668 | $45,222 |
| Company-paid Health Benefits (annual) | $22,000 | $22,000 |
| Cash in lieu of 401(k) match (annual) | $17,000 | $17,000 |
Notes:
- Employment Agreement effective June 18/21 (effective date June 21, 2021), amended Jan 27, 2022; Nov 1, 2022; and June 6, 2024 .
- Annual cash bonuses can range from 0% to 200% of target based on Company and individual performance .
Performance Compensation
2024 Executive Scorecard (applies to executive team including CFO)
| Metric | Threshold 50% | Plan 100% | Stretch 150% | Actual Result | Weight | Payout Score |
|---|---|---|---|---|---|---|
| Non-Executive Scorecard | N/A | N/A | N/A | 98% | 15% | 15% |
| Inorganic Growth | Sign LOI | Complete ≤$100M acquisition value-add | Complete ≤$100M + improve target cash flow by 20% | 100% | 20% | 20% |
| Business Combination Execution (Svenska) | Close acquisition + file financial/reserves timely | Threshold + retain key staff; no control deficiencies; meet forecast FCF | Plan + improve actual target net FCF by 20% | 100% | 10% | 10% |
| ERP Rollout | Complete by YE | All locations by Q3 close | All locations by Aug close, within budget | 150% | 15% | 23% |
| Cost Reduction (Gabon) | $10M gross cash cost reduction + ≥15k BOPD gross | $20M reduction + ≥15k BOPD gross | $30M reduction + ≥15k BOPD gross | 100% | 15% | 15% |
| Improve marketing/liquidity/share price | Redevelop website/branding | +10% avg liquidity; relaunch branding; social media | >55% institutional holders; ≥5 conferences; consistent IR | 150% | 10% | 15% |
| Debt Facility | Renew existing with Glencore | Refinance suite; $100M facility by YE | Finalize by Sept; $100M facility | 65% | 15% | 10% |
| TSR Modifier | — | — | — | 100% | — | — |
| Total Score | — | — | — | — | 100% | 107% |
2024 Non-Executive Scorecard (component of executive bonus)
| Metric | Threshold 50% | Plan 100% | Stretch 150% | Actual Result | Weight | Score |
|---|---|---|---|---|---|---|
| HSSE, TRIR | 1 | 0.5 | 0.3 | 0.19 | 7.5% | 11.3% |
| CO2-e Emissions Intensity (kg CO2-e/BOE) | 21.49 | 21.05 | 20.62 | 20.48 | 7.5% | 11.3% |
| Employee Development | 90% online | 95% online; 80% live | 100% online; 95% live | Stretch | 10% | 15.0% |
| Production Rate (WI BOEPD) | 20,321 | 22,579 | 24,837 | 24,811 | 20% | 29.9% |
| OPEX per WI BBL ($) | 19.44 | 17.68 | 15.91 | 18.25 | 10% | 8.4% |
| Cash Flow from Operations ($000s) | 162,010 | 180,011 | 198,012 | 143,414 | 15% | 0.0% |
| 1P Reserve Replacement Ratio | 0.71 | 0.79 | 0.87 | 1.23 | 15% | 22.5% |
| Adjusted Corporate G&A ($000s) | 14,284 | 12,985 | 11,687 | 20,515 | 15% | 0.0% |
| Total | — | — | — | — | 100% | 98.4% |
2024 Equity Grants and Vesting Conditions
| Grant Type | Grant Date | Quantity | Exercise Price | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| Restricted Stock | 6/06/2024 | 51,669 | — | $307,947 | Time-vested, 1/3 on 6/06/2025, 6/06/2026, 6/06/2027 |
| Stock Options (Performance) | 6/06/2024 | 95,736 | $5.96 | $313,057 | Each 1/3 vests no earlier than 1st/2nd/3rd anniversary, subject to 30-day avg price hurdles of +15%, +32.25%, +52.5% vs strike; must be achieved by 6/06/2034; none achieved as of 4/11/2025 |
| Stock Options (Performance) | 3/11/2022 | 30,954 unexercisable; 15,478 exercisable | $6.41 | n/a | Same price-hurdle structure as above; expiration 3/11/2032 |
| Stock Options (Performance) | 6/08/2023 | 39,526 unexercisable; 19,763 exercisable | $4.19 | n/a | Same price-hurdle structure; expiration 6/08/2033 |
Option vesting hurdles apply to 2021, 2022, 2023, and 2024 grants as disclosed .
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025 record date)
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Ronald Y. Bain | 155,963 | * (less than 1%) | 100,959 directly held; 55,004 via options exercisable within 60 days |
| Shares Outstanding | 105,079,017 | — | — |
Outstanding Equity Awards at FY-end (12/31/2024)
| Instrument | Quantity | Market Value ($) | Notes |
|---|---|---|---|
| Unvested RSUs (3/11/2022 grant) | 6,853 | $29,948 | Time-vested RSU footnote |
| Unvested RSUs (6/08/2023 grant) | 23,866 | $104,294 | Time-vested RSU footnote |
| Unvested RSUs (6/06/2024 grant) | 51,669 | $225,794 | Time-vested RSU footnote |
| Options exercisable (3/11/2022 grant) | 15,478 | n/a | Strike $6.41; expires 3/11/2032 |
| Options unexercisable (3/11/2022 grant) | 30,954 | n/a | Performance + time vesting |
| Options exercisable (6/08/2023 grant) | 19,763 | n/a | Strike $4.19; expires 6/08/2033 |
| Options unexercisable (6/08/2023 grant) | 39,526 | n/a | Performance + time vesting |
| Options unexercisable (6/06/2024 grant) | 95,736 | n/a | Strike $5.96; expires 6/06/2034 |
2024 Equity Activity
| Item | Quantity | Value ($) |
|---|---|---|
| Shares acquired on vesting (RSUs) | 18,787 | $102,542 |
| Option exercises | — | — |
Policies and Guidelines:
- Prohibition on hedging and pledging transactions for insiders; pledging requires Board consent .
- Stock ownership guidelines: CFO must hold 3x annual base salary; unvested RSUs count, options do not .
Employment Terms
| Term | Details |
|---|---|
| Employment Effective Date | June 21, 2021 (agreement dated June 18, 2021) |
| Current Base Salary | $440,000 in 2024 |
| Target Bonus | 75% of base salary |
| Long-Term Incentive Opportunity | Increased to up to 75% of base salary (Amendment dated Jan 27, 2022) |
| Health and 401(k) Cash Equivalents | $22,000 health, $17,000 to approximate 401(k) match annually |
| Severance (No CIC) | 50% of annual base salary + 50% of greater of average prior two years’ bonus or current year bonus (pro rata) |
| Change-in-Control (CIC) Severance | 100% of annual base salary + 100% of greater of average prior two years’ bonus or current year bonus (pro rata) |
| Estimated Termination Payments (as of 12/31/2024; stock price $4.37) | Involuntary w/o Cause or Good Reason: Cash severance $402,275; Health premiums $29,183; Total $431,458 . CIC: Cash severance $804,550; Health premiums $29,183; Accelerated RSU $360,036; Accelerated Options $880,367; Total $2,074,135 . |
| Clawback | NYSE/SEC-compliant recoupment policy for accounting restatements |
| Equity Award Practices | Annual grants typically in June; disclosure timing not used to affect award value |
Investment Implications
- Pay-for-performance alignment is robust: Bain’s STI metrics include CFO-critical execution items (ERP rollout achieved at 150% of stretch; debt facility refinanced below target at 65%) alongside inorganic growth and operational cost reduction, yielding a 107% total score for executives and directly linking bonus outcomes to shareholder-relevant drivers .
- Vesting and selling pressure: Bain had no option exercises in 2024, and options vest only upon achieving stock price hurdles of +15%, +32.25%, and +52.5% above strike measured on a 30-day average; as of April 11, 2025, none of the 2024 option performance hurdles were achieved, limiting near-term option-driven selling pressure; RSUs vest ratably through 2027, which adds steady but moderate supply .
- Alignment and risk controls: CFO ownership guidelines at 3x salary and prohibitions on hedging/pledging strengthen alignment; beneficial ownership is 155,963 shares (<1% of outstanding), including 55,004 options exercisable within 60 days, with no pledging disclosed, reducing alignment risk .
- Change-in-control economics: CIC total estimated benefits of $2.07 million for Bain include cash severance and accelerated vesting, providing retention value but also potential event-driven dilution; the company uses a 100% multiple for salary and bonus under CIC conditions versus 50% outside CIC, with health premiums noted .
- Execution track record: Company achievements during Bain’s tenure include production growth, a 57% increase in SEC proved reserves to 45.0 MMBOE, the accretive Svenska acquisition with rapid payback, and ongoing capital markets actions, supporting a TSR that reached $223.69 for a $100 investment by 2024; bonus scorecards explicitly use Adjusted EBITDAX, WI production, reserves, and revenue as key measures .