Thor Pruckl
VAALCO ENERGY INC /DE/About Thor Pruckl
Chief Operating Officer at VAALCO Energy since November 7, 2022; joined VAALCO in 2019 as EVP, International Operations overseeing West Africa, Equatorial Guinea and Angola. Age 64; undergraduate degree in agriculture/engineering (University of Saskatchewan) and a Master’s in organizational leadership (Royal Roads University); long-standing member of the Society of Petroleum Engineers . Company performance relevant to his operating remit: 2024 net income $58.5 million and record Adjusted EBITDAX $303.0 million; cumulative TSR improved with a 30‑day VWAP total return up 5.6% YoY, top half of the peer group; Executive Scorecard raw score 107% with a TSR modifier of 100% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VAALCO Energy | Chief Operating Officer | 2022–present | Promoted to COO; “leading newly expanded and diversified operations across Gabon, Egypt, Equatorial Guinea and Canada” . |
| VAALCO Energy | EVP, International Operations | 2019–2022 | Oversaw activities in West Africa, Equatorial Guinea and Angola . |
| Noble Energy EG Ltd | Country Manager & Vice President (Equatorial Guinea) | 2014 | Managed Noble’s onshore/offshore assets; leadership across EG operations . |
| Noble Energy | Asset Development Director (Equatorial Guinea) | 2013 | Heavily involved in commissioning/start‑up of the Alen offshore facilities . |
| Horizon Oil | Project development & operations readiness (PNG gas monetization) | 2013 | Initiated project development and operations readiness for PNG gas monetization . |
| Talisman Australasia | PNG Assets Manager | 2009–2012 | Managed Talisman’s PNG assets . |
| Nexen Energy (CNOOC Petroleum North America) | Yemen Blocks 51 & 14 manager | 2006 | Managed operations incl. marine terminal and offshore mooring facilities . |
| Talisman Energy | Manager (Canada; Sudan assignment) | 1999–2003 (Sudan); prior/after Canada | Managed sour gas assets in Northern Canada; based in Southern Sudan 1999–2003; later returned to Canada . |
| BP Resources Canada / BP Canada Energy Group ULC | Early career | n/a | Early technical operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in reviewed SEC filings | — | — | No public company directorships disclosed in 2025 proxy or Nov-2022 8‑K biographies . |
Fixed Compensation
| Year | Base Salary (Comp Committee schedule) ($) | Salary Paid ($) | Target Bonus (%) of Salary | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|---|
| 2023 | 400,000 | 400,000 | 75% | 300,000 | 298,500 |
| 2024 | 432,000 | 424,000 | 75% | 324,000 | 351,540 |
Performance Compensation
Annual Incentive (STI) structure and payout
- Corporate scorecard and individual performance are weighted equally for NEO bonuses; Compensation Committee evaluates individual goals via Executive Scorecard .
- 2024 payout results for NEOs show Thor Pruckl at 108.5% of target, paid in March 2025 .
| Executive | Target Bonus ($) | Actual STI Payout ($) | % of Target |
|---|---|---|---|
| Thor Pruckl | 324,000 | 351,540 | 108.5% |
2024 Executive Scorecard metrics (drivers of STI corporate component)
| Metric | Threshold (50%) | Plan (100%) | Stretch (150%) | Actual Result | Weight | Score |
|---|---|---|---|---|---|---|
| Non‑Executive Scorecard (roll‑up) | N/A | N/A | N/A | 98% | 15% | 15% |
| Inorganic Growth | Sign LOI | Complete acquisition up to $100M value added | Acquisition + improve target forecast CF by 20% | 100% | 20% | 20% |
| Business Combination Execution (Svenska, filings/reserves, staff retention, forecast FCF) | Threshold defined | Plan (plus controls, FCF met) | Stretch (Actual target net FCF +20%) | 100% | 10% | 10% |
| ERP rollout | Complete by year‑end | All locations by Q3 close | All locations by Aug close within budget | 150% | 15% | 23% |
| Cost Reduction (Gabon gross cash costs, ≥15k BOPD) | $10m reduction | $20m reduction | $30m reduction | 100% | 15% | 15% |
| Marketing/liquidity/share price | Website/branding | +10% liquidity, relaunch & branding, social campaign | >55% institutional, ≥5 conferences, consistent IR | 150% | 10% | 15% |
| Debt Facility | Renew existing | Refinance new $100M facility by year‑end | Finalize by September with $100M facility | 65% | 15% | 10% |
| Total Raw Score | — | — | — | — | 100% | 107% |
| TSR Modifier | — | — | — | 30‑day VWAP TR +5.6%, top half vs peers → 100% modifier | — | 100% |
| Final Score | — | — | — | — | — | 107% |
2024 Equity Grants and vesting conditions
| Grant Type | Grant Date | Quantity | Exercise Price | Expiration | Vesting Schedule / Performance Hurdles |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 06/06/2024 | 68,676 | — | — | Vests in 3 equal annual installments starting one year from grant (June 6, 2025, 2026, 2027) . |
| Stock Options (Performance) | 06/06/2024 | 127,248 | $5.96 | 06/06/2034 | One‑third vests no sooner than 6/06/2025 with 15% stock price hurdle; one‑third no sooner than 6/06/2026 with 32.25% hurdle; final third no sooner than 6/06/2027 with 52.5% hurdle. Hurdles measured on 30‑day average price; must be achieved by 06/06/2034. As of April 11, 2025, none of the hurdles have been achieved . |
Equity Ownership & Alignment
Beneficial ownership and exercisability
| Holder | Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Thor Pruckl | 293,019 | <1% (of 105,079,017 shares) | 174,992 directly held; 118,027 subject to options exercisable within 60 days . |
Outstanding equity awards at 12/31/2024
| Type | Quantity | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Option | 23,522 | $1.23 | 06/25/2030 | Exercisable |
| Option | 43,970 | $3.14 | 03/03/2031 | Exercisable |
| Option | 11,009 | $6.41 | 03/11/2032 | Exercisable |
| Option | 22,016 | $6.41 | 03/11/2032 | Unexercisable |
| Option | 19,763 | $4.19 | 06/08/2033 | Exercisable |
| Option | 39,526 | $4.19 | 06/08/2033 | Unexercisable |
| Option | 127,248 | $5.96 | 06/06/2034 | Unexercisable (performance/time vesting per above) |
| RSU | 4,874 | — | — | Unvested; granted 03/11/2022 |
| RSU | 23,866 | — | — | Unvested; granted 06/08/2023 |
| RSU | 68,676 | — | — | Unvested; granted 06/06/2024 |
Ownership policies and alignment
- Stock ownership guidelines: other executive officers must hold 2x annual base salary; CEO/CFO 3x; independent directors 5x cash retainer .
- Compliance: ESG Committee found all directors and officers in compliance in 2024 .
- Hedging/pledging: prohibited (no margin accounts or pledging without Board consent; no derivatives or hedging) .
- Clawback: NYSE/SEC‑compliant policy provides for recoupment of incentive compensation upon accounting restatement due to material non‑compliance .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Amended and restated as of April 18, 2024; amended June 6, 2024 . |
| Base Salary (contract) | $400,000, reviewed annually; may be increased but not decreased . |
| Target Bonus | 75% of base salary . |
| Perquisites | Furnished leased housing and leased vehicle in Houston; Company pays additional amounts to cover withholding taxes on these benefits; $17,000 per year to approximate a 401(k) match; customary leave/benefits . |
| Severance (involuntary termination without cause / good reason / death/disability) | 50% of annual base salary + 50% of the greater of (i) average annual bonus for preceding two years or (ii) annual bonus for year of termination calculated at Incentive Target Percentage; continued group health plan coverage for executive/spouse/dependents for one year . |
| Change in Control (double trigger) | If terminated during specified period before/after a Change in Control: 100% of annual base salary + 100% of the greater of (i) average annual bonus for preceding two years or (ii) annual bonus for year of termination calculated at Incentive Target Percentage (prorated); double‑trigger policy—employment agreements do not provide single‑trigger benefits . |
| Equity Vesting on CoC | Outstanding equity‑based awards generally immediately vest upon a change of control (plan terms) . |
Compensation Structure Analysis
- Mix shift from 2023 to 2024: Salary up 8% ($400k→$432k schedule) ; RSUs from $150,002→$409,309 and options from $150,001→$409,739; STI from $298,500→$351,540; Total comp $1,420,465→$1,944,102 . The larger equity grants with multi‑year vesting and performance hurdles increase at‑risk pay and retention incentives .
- No options repricing; equity grants approved on or before grant date; disclosure timing not used to affect value .
- TSR modifier applied to executive scorecard; capped payouts ≤200% of target .
Related Party Transactions and Risk Indicators
- Related party: Professional services agreement with J. Pruckl Holdings Ltd (owned by his son) for engineering services related to the Etame Marin concession; ~$144,000 invoiced/paid as of November 1, 2022 .
- Tax gross‑ups: Company pays additional amounts to cover withholding taxes on leased housing and vehicle perquisites .
- Hedging/pledging prohibited; clawback policy in place .
- Say‑on‑pay support: 84% approval on the advisory vote for 2023 executive compensation program (2024 AGM) .
Investment Implications
- Alignment: Material equity exposure through RSUs and performance options plus compliance with 2x salary ownership guidelines supports shareholder alignment; beneficial ownership includes 174,992 directly held shares and options exercisable within 60 days, with total ownership <1% of outstanding shares .
- Retention and selling pressure: RSUs vest annually on June 6 (2025–2027), creating predictable vest‑related liquidity windows; however, 2024 performance options require 15%, 32.25%, and 52.5% stock price hurdles and none were achieved as of April 11, 2025, limiting near‑term option‑driven selling pressure . Severance is moderate (50% salary+bonus; 100% under CoC), with double‑trigger CoC protection and one year health benefits, balancing retention with governance .
- Execution track record: 2024 Executive Scorecard exceeded plan (107% raw; 100% TSR modifier), reflecting delivery on inorganic growth, ERP rollout, and cost reduction—supportive of bonus realization and confidence in operations under Pruckl’s remit .
- Governance watch‑items: The related‑party services (~$144k) and tax gross‑ups on perquisites warrant monitoring, though policies prohibit hedging/pledging and a clawback is in place .