Neal Goldman
About Neal P. Goldman
Independent, non-executive Chairman of the Board at Talos Energy since 2018; age 55. Chair of the Nominating & Governance Committee and lead independent director presiding over executive sessions. Background spans restructuring and governance advisory (Managing Member, SAGE Capital Investments), credit and special situations investing (Managing Director, Och-Ziff; Founding Partner, Brigade Capital; Portfolio Manager, MacKay Shields; prior roles at Salomon Brothers). Education: B.A., University of Michigan; M.B.A., University of Illinois .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAGE Capital Investments | Managing Member | 2013–Present | Independent board services; restructuring, strategic planning |
| Och-Ziff Capital Management | Managing Director | 2014–2016 | Credit/special situations investing |
| Brigade Capital Management | Founding Partner | 2007–2012 | Built credit-focused platform |
| MacKay Shields | Portfolio Manager | N/A | Credit portfolio management |
| Salomon Brothers | M&A and High Yield trading | N/A | Transaction execution, markets experience |
| Stone Energy Corporation | Chairman | 2017–2018 | Led board through strategic actions |
| Diamond Offshore Drilling | Chairman | 2021–Sept 2024 | Chaired Compensation; Nominating/Governance & Sustainability; company acquired by Noble |
| Mallinckrodt plc | Committee Chair | 2022–2023 | Chaired Human Resources & Compensation; Audit Committee member (financial expert) |
| Garrett Motion; Core Scientific; Sunlight Financial; KLDiscovery; ModivCare | Director | Various | Governance and turnaround experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Weatherford International plc (WFRD) | Director | Dec 2019–Present | Nominating & Governance Chair; Audit Vice Chair (audit committee financial expert); Compensation & HR Committee |
| iRobot Corp. (IRBT) | Director | Mar 2025–Present | N/A |
Board Governance
- Current Talos committee assignments: Chair, Nominating & Governance Committee; non-executive Chairman; independent director .
- Expected post-Annual Meeting committee changes: Audit Committee to include Sherrill (Chair), Goldman, and Szabo, enhancing Goldman’s direct oversight of financial reporting and controls .
- Attendance and engagement: Board held 15 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; non-management directors held seven executive sessions, presided by Goldman as lead director .
- Committee cadence in 2024: Audit (28), Compensation (13), Nominating & Governance (6), SSCR (4) .
- Independence: Board determined Goldman is independent under NYSE and SEC rules; all standing committees are composed entirely of independent directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer – Non-Executive Chairman | $150,000 | Paid quarterly; unchanged since 2018 |
| CCS Investment Committee monthly retainer | $60,000 | $20,000/month for Q1 2024; committee terminated March 2024 |
| Additional Audit Committee meeting fees | $21,000 | $1,500 per meeting for 14 additional audit meetings attended |
| Additional Board meeting fees | $7,500 | $1,500 per meeting for 5 additional Board meetings |
| Total cash fees earned (2024) | $238,500 | Per Director Compensation Table |
The Non-Executive Chairman does not generally receive supplemental retainers for committee service (e.g., N&G chair fee), but may receive Board-approved payments for extraordinary service (as above) .
Performance Compensation
| Equity Element | Grant/Value | Shares/Units | Vesting/Settlement | Terms |
|---|---|---|---|---|
| Annual equity award – Non-Executive Chairman | $230,000 | 17,983 RSUs | Vest on first anniversary of grant (3/5/2025); settlement typically 60% stock / 40% cash unless elected 100% stock | |
| Stock awards value reported (2024) | $237,780 | N/A | Aggregate grant-date fair value under FASB ASC 718 | |
| Acceleration terms | N/A | N/A | RSUs accelerate upon death or change in control under LTIP definitions |
Director equity awards are time-based RSUs, not performance-based PSUs; settlement elections and deferrals are permitted per program .
Other Directorships & Interlocks
| Company | Sector/Overlap with Talos | Potential Interlock/Conflict Considerations |
|---|---|---|
| Weatherford International plc | Oilfield services | No related-party transactions disclosed with Talos in 2024; provides industry insight rather than direct conflict |
| iRobot Corp. | Consumer robotics | No operational overlap with Talos |
Expertise & Qualifications
- Audit committee financial expert designation at Weatherford; deep financial and governance acumen; prior leadership of compensation committees and multiple boards .
- Strategic planning, restructuring, and capital markets experience beneficial for board oversight and CEO succession planning .
- As lead director and N&G Chair, drives board refreshment, evaluations, succession, and governance guideline compliance .
Equity Ownership
| As-of Date | Beneficially Owned Shares | Ownership % of Outstanding | Unvested RSUs | Deferred RSUs |
|---|---|---|---|---|
| Dec 31, 2024 | 72,744 | <1% (178,455,146 shares outstanding as of 4/8/2025) | 17,983 | 27,801 (fully vested, deferred) |
| Apr 8, 2025 | 72,744 | <1% (of 178,455,146) | 25,528 (scheduled to vest 3/10/2026; 60% stock/40% cash) | 6,996 (deferred; cash-settled upon separation) |
Talos has stock ownership, anti-hedging, and anti-pledging policies applicable to directors; directors’ RSUs may be settled partially in cash per plan rules .
Governance Assessment
- Strengths:
- Independent, non-executive Chairman with active oversight; presides over executive sessions; chairs N&G Committee; expected to join Audit Committee for 2025, reinforcing financial control oversight post-remediation of material weaknesses .
- High engagement indicated by additional audit and board meeting participation; robust committee activity in 2024 .
- Director pay structure balanced (cash retainer + time-based RSUs) with ownership alignment and settlement controls; clawback, anti-hedging/pledging, and ownership policies in place .
- Shareholder stewardship: 2024 Say-on-Pay received >88% approval; board conducted external third-party led self-evaluations; refreshed committees and declassified board .
- Watch items / potential red flags:
- Significant outside shareholder influence: Slim Family’s 24.4% beneficial ownership could sway outcomes on strategic transactions; not a Goldman conflict but a governance risk to monitor for board independence and minority shareholder protections .
- Extraordinary service payments (CCS Investment Committee monthly fees and additional meeting fees) raise sensitivity to director workload and compensation optics, though these were tied to specific, time-bound oversight demands during strategic transitions in 2024 .
- Related party and conflicts:
- No related party transactions reported for 2024 beyond Slim Family Office disclosures; board committees are independent; Goldman’s external board roles do not present disclosed conflicts with Talos .