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Neal Goldman

Chairman at TALOS ENERGYTALOS ENERGY
Board

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

OrganizationRoleTenureCommittees/Impact
SAGE Capital InvestmentsManaging Member2013–PresentIndependent board services; restructuring, strategic planning
Och-Ziff Capital ManagementManaging Director2014–2016Credit/special situations investing
Brigade Capital ManagementFounding Partner2007–2012Built credit-focused platform
MacKay ShieldsPortfolio ManagerN/ACredit portfolio management
Salomon BrothersM&A and High Yield tradingN/ATransaction execution, markets experience
Stone Energy CorporationChairman2017–2018Led board through strategic actions
Diamond Offshore DrillingChairman2021–Sept 2024Chaired Compensation; Nominating/Governance & Sustainability; company acquired by Noble
Mallinckrodt plcCommittee Chair2022–2023Chaired Human Resources & Compensation; Audit Committee member (financial expert)
Garrett Motion; Core Scientific; Sunlight Financial; KLDiscovery; ModivCareDirectorVariousGovernance and turnaround experience

External Roles

CompanyRoleTenureCommittees
Weatherford International plc (WFRD)DirectorDec 2019–PresentNominating & Governance Chair; Audit Vice Chair (audit committee financial expert); Compensation & HR Committee
iRobot Corp. (IRBT)DirectorMar 2025–PresentN/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)AmountNotes
Annual cash retainer – Non-Executive Chairman$150,000Paid 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)$238,500Per 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 ElementGrant/ValueShares/UnitsVesting/SettlementTerms
Annual equity award – Non-Executive Chairman$230,00017,983 RSUsVest on first anniversary of grant (3/5/2025); settlement typically 60% stock / 40% cash unless elected 100% stock
Stock awards value reported (2024)$237,780N/AAggregate grant-date fair value under FASB ASC 718
Acceleration termsN/AN/ARSUs 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

CompanySector/Overlap with TalosPotential Interlock/Conflict Considerations
Weatherford International plcOilfield servicesNo related-party transactions disclosed with Talos in 2024; provides industry insight rather than direct conflict
iRobot Corp.Consumer roboticsNo 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 DateBeneficially Owned SharesOwnership % of OutstandingUnvested RSUsDeferred RSUs
Dec 31, 202472,744<1% (178,455,146 shares outstanding as of 4/8/2025) 17,98327,801 (fully vested, deferred)
Apr 8, 202572,744<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 .