Charles Sledge
TALOS ENERGYAbout Charles M. Sledge
Independent director of Talos Energy since 2018 (age 59). Former CFO of Cameron International (2008–2016) and Corporate Controller (2001–2008), with deep financial reporting, M&A, capital markets and cybersecurity risk experience; B.S. in Accounting (LSU) and Harvard Business School Advanced Management Program . He is independent under NYSE and SEC rules and currently serves on multiple Talos board committees, including Audit (Chair in 2024), Compensation, and Nominating & Governance, with a planned transition to Compensation Committee Chair post-2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron International Corporation | Chief Financial Officer | 2008–2016 | Led public company reporting and capital allocation |
| Cameron International Corporation | Corporate Controller | 2001–2008 | Oversight of accounting and controls |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Weatherford International plc (NASDAQ: WFRD) | Director (Chairman) | Dec 2019–Present | Audit Committee; Safety, Environment & Sustainability Committee |
| Noble Corporation plc (NYSE: NE) | Director (Chairman) | Feb 2021–Present | Compensation Committee; Audit Committee; Safety & Sustainability Committee |
| Prior public boards | Director/Chair roles | — | Stone Energy; Vine Resources; Expo International (non‑exec Chairman) |
Board Governance
- Committee assignments (Talos): Audit (Chair in 2024), Compensation, Nominating & Governance . Anticipated post‑Annual Meeting: Compensation Committee Chair; Audit Committee to be chaired by Richard Sherrill, with Goldman and Szabo as members .
- Independence: Board determined Sledge is independent under NYSE/SEC standards (Audit/Comp/NomGov independence also affirmed) .
- Attendance: Board met 15 times in 2024; each director attended ≥75% of applicable Board/committee meetings .
- Audit oversight: As Audit Chair, he oversaw remediation of two material weaknesses in 2024; management completed testing and concluded remediation as of Dec 31, 2024 .
- Executive sessions: Non‑management directors met in 7 executive sessions in 2024 (Chairman Neal Goldman presided) .
Fixed Compensation
| Element | Amount/Features | Source |
|---|---|---|
| Annual cash retainer (Director) | $80,000; paid quarterly | |
| Annual equity award (Director) | $160,000 in RSUs; vests on first anniversary; default settlement 60% stock/40% cash; acceleration on death/CIC | |
| Committee retainers | Audit Chair $25,000; Audit member $12,500; Compensation Chair $15,000; member $7,500; Nominating & Governance Chair $10,000; member $5,000; SSCR Chair $15,000; member $7,500 | |
| Meeting fees | $1,500 per Board/committee meeting beyond 10 per year | |
| 2024 actual for Sledge | Cash fees $210,500; Stock awards $165,413; Total $375,913 |
Performance Compensation
- Non‑employee director equity is time‑based RSUs; no performance‑conditioned awards for directors. 2024 director RSUs vest in one year; directors may elect deferral; default settlement 60% stock/40% cash; death/CIC acceleration provided .
Other Directorships & Interlocks
- Current external public boards: Weatherford International (oilfield services) and Noble Corporation (offshore drilling), both energy services companies to E&P operators like Talos .
- Board overboarding policy: Talos indicates directors do not sit on more than three other public company boards in addition to Talos; Sledge’s roles appear within this guideline .
- Related-party exposure: Talos disclosed no related party transactions in 2024 other than those described (none involving Sledge) .
Expertise & Qualifications
- Financial expert: Audit Committee report affirms current Audit Committee members qualify as “audit committee financial experts,” aligning with Sledge’s CFO background .
- Skills: Extensive financial reporting, M&A, capital markets, capital allocation, and cybersecurity risk evaluation .
- Education: B.S. Accounting (LSU); Harvard Business School AMP .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 47,285 shares | “*” denotes <1% of 178,455,146 shares outstanding |
| Unvested RSUs (future) | 17,759 RSUs vesting Mar 10, 2026; settled 60% stock/40% cash | |
| Unvested RSUs at 12/31/2024 | 12,510 RSUs (vested Mar 5, 2025) | |
| Deferred RSUs (fully vested, deferred) | 6,873 RSUs | |
| Anti‑hedging/pledging policy | Company policy prohibits hedging and pledging by directors/officers |
Insider Trades (Form 4)
Note: “M‑Exempt” reflects equity vesting/settlement; “D‑Return” reflects share withholding/surrender for taxes; “securitiesOwned” figures from Form 4s used for post‑transaction shares.
Governance Assessment
- Strengths
- Proven financial oversight: Former CFO and current “financial expert”; chaired Audit during remediation of material weaknesses concluded effective by year‑end 2024 .
- Broad committee leadership: Audit Chair (2024) with 28 meetings; slated to chair Compensation post‑Annual Meeting, signaling board confidence in his pay governance skills .
- Independence and engagement: Independent under NYSE/SEC; attendance ≥75%; participates in executive sessions framework led by independent Chair .
- Alignment mechanisms: Director RSUs, 5x-retainer stock ownership guideline, anti‑hedging/anti‑pledging policy; all directors in compliance or grace periods as of last measurement .
- Watch items / potential red flags
- Multiple external chair roles (Weatherford and Noble) increase time demands; still within board’s overboarding guideline but warrants monitoring for bandwidth .
- Industry interlocks: Serving on boards of service providers to offshore E&P could present perceived conflicts if counterparty relationships arise; company disclosed no related‑party transactions in 2024 .
- Committee rotation: Moving off Audit leadership could dilute direct audit oversight continuity, though audit expertise remains on the Board and new Audit Chair designated .
Director Compensation (detail)
| Year | Fees Earned (Cash) | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $210,500 | $165,413 | $375,913 |
Supplemental notes:
- 2024 director program: $80k cash retainer; $160k RSUs; committee/chair retainers as listed above; meeting fees $1,500 beyond 10 meetings .
- RSU settlement standard: 60% stock/40% cash; acceleration on death/change‑in‑control .
Say‑on‑Pay & Shareholder Feedback (context for pay governance)
- 2024 say‑on‑pay approval: >88% support; Board maintained focus on quantitative AIP metrics and refreshed PSU design to absolute and relative TSR; engaged Meridian (comp consultant) and Cooley (comp counsel); no consultant conflicts found .
Related Party Transactions (conflict review)
- Talos states that, apart from disclosures in the proxy, it had no related party transactions in FY2024; main ownership/influence disclosure relates to the Slim family (Control Empresarial) and cooperation agreement, not involving Sledge .
Compensation Committee Analysis (forward-looking)
- 2025 expected Compensation Committee composition: Sledge (Chair), Glover, Juneau, Sherrill; committee retains independent advisors (Meridian, Cooley) and administers clawback policy; independent under NYSE/SEC standards .
Summary Implications for Investors
- Sledge brings high‑caliber financial and audit oversight credentials with demonstrated remediation oversight—positive for investor confidence in financial controls .
- Transition to Compensation Chair elevates his influence over pay‑for‑performance and alignment; governance scaffolding (ownership policy, clawback, anti‑hedging/pledging) is in place .
- Monitor capacity/interlocks given simultaneous chair roles at Weatherford and Noble; no related‑party transactions disclosed, but perceived conflicts should be monitored if commercial interactions arise .