Paul Goodfellow
TALOS ENERGYAbout Paul Goodfellow
Talos Energy appointed Paul R. Goodfellow President & Chief Executive Officer and an executive member of the Board effective March 1, 2025 (age 59). He brings 30+ years at Shell, including leading the global deepwater business; he holds a BSc in Mining & Mineral Engineering (1986) and a PhD in Rock Mechanics (1990) from Camborne School of Mines, and is a Chartered Engineer (since 1990) . Company performance context for 2024: record production of 92.6 mboe/d, beat quarterly consensus on production, Adjusted EBITDA and Adjusted FCF, paid down $550mm on the credit facility to zero by year-end, and achieved its lowest leverage in company history, though absolute TSR-based and PVI PSUs for 2022–2024 paid 0% and the five-year TSR value in the pay-versus-performance table was $32.21 vs peer group $194.28 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shell plc | EVP & Group Chief Internal Auditor | Aug 2023–Feb 2025 | Oversaw internal audit globally |
| Shell Upstream | EVP, Deep Water (global) | Apr 2019–Aug 2023 | Led global deepwater portfolio (U.S. GoM, Mexico, Brazil, W. Africa, Malaysia, North Sea) |
| Shell International | EVP, Wells | 2017–2019 | Led global drilling, completions and well intervention |
| Shell Midstream Partners GP LP | Chairman; Director | Chairman 2019–2023; Director 2014–2019 | Governance and strategic oversight of midstream affiliate |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Houston Exponential | Finance Committee – Director & Member | 2019–2022 | Regional innovation ecosystem engagement |
| Sirius Well Manufacturing Systems (Shell/CNOOC JV) | Chairman | 2017–2021 | JV leadership in well manufacturing (Singapore) |
| Shell UK Limited | Director | 2015–2017 | UK corporate governance |
| Oil & Gas UK (OGUK) | Director | 2015–2017 | Industry policy engagement |
| Current public company boards | None | — | No current public boards disclosed |
Fixed Compensation
- Base salary and 2025 target bonus for Goodfellow not disclosed in the 2025 proxy as of April 18, 2025. Executive officers are subject to the Stock Ownership Policy; CEO requirement is 6x base salary . Executive directors do not receive additional director compensation .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure (company-wide context)
| Performance measure | Weight | Threshold | Target | Maximum | 2024 Actual | Weighted payout |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow Generation | 50% | $300MM | $400MM | $500MM | ~$447MM (AIP-adjusted) | 73.4% |
| Year-End Net Debt Balance | 10% | $1,350MM | $1,250MM | $1,150MM | ~$1,242MM (AIP-adjusted) | 10.8% |
| Average Daily Production (Mboe/d) | 20% | 88.0 | 93.0 | 96.0 | ~90.8 (AIP-adjusted) | 15.5% |
| Safety (TRIR with SIFR hurdle) | 15% | <0.55 | <0.45 | <0.35 | TRIR 0.36; SIFR 0.03 (hurdle met) | 28.5% |
| Environmental (GHG reduction with methane hurdle) | 5% | 0.0% | (2.5)% | (5.0)% | GHG (1.2)%, Methane (10)% (hurdle met) | 5.0% |
| Total payout | 100% | 133.3% |
- 2022–2024 PSU outcomes: both Absolute TSR and PVI tranches paid 0% (below threshold) .
Long-Term Incentive (LTI) design (current program)
- PSUs: 3-year performance based on a hybrid of relative TSR vs a defined peer set and absolute TSR modifier; payout 0–200% of target .
- 2024 TSR PSU peer group: BRY, CRC, CRGY, HPK, KOS, MGY, MTDR, MUR, EGY, VTLE, XOP, WTI .
- Company does not currently grant stock options (none granted in 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/8/2025) | 0 shares; “<1%” of outstanding |
| Unvested CEO 2025 RSUs | 338,514 RSUs vesting ratably on Mar 10, 2026, 2027, 2028 |
| Stock ownership guidelines | CEO 6x base salary; executives reviewed quarterly for compliance |
| Anti‑hedging/anti‑pledging | Hedging prohibited; no holding in margin accounts or pledging allowed |
| Clawback | Dodd‑Frank/NYSE‑compliant clawback covering prior 3 years on restatement |
| Options outstanding | None disclosed; company not granting options in 2024 |
Vesting cadence and potential selling pressure
- RSU vest dates: Mar 10, 2026/2027/2028; settlement in shares with tax withholding. Ownership policy and anti‑hedge/pledge limits temper near‑term sell pressure; however, large annual tranches could create periodic liquidity events around vest dates .
Employment Terms
- Appointment and role: President & CEO; Executive Director since March 1, 2025 .
- Executive Severance Plan (general terms for NEOs): If terminated without cause or resigns for good reason, lump sum 1.5x (base + target bonus), prior-year unpaid bonus if any, pro‑rata current‑year bonus, and partially subsidized COBRA for 18 months; in a double‑trigger change‑in‑control within 24 months, multiple increases to 2.0x and similar bonus/COBRA treatment .
- CEO precedent (Tier 1 example): Former CEO received 2.0x (base + target bonus), pro‑rata bonus, 24 months COBRA subsidy, and equity treatment per award terms upon termination without cause in 2024, illustrating Tier 1 economics under the plan .
- Equity acceleration (current forms): 2024 RSUs/Retention RSUs fully vest on death/disability or double‑trigger in CoC; prorated or continued vesting in other qualifying separations; 2024 PSUs vest based on target or actual performance depending on scenario (death/disability, CoC, retirement) .
Board Governance (Director service and dual-role implications)
- Board service: Director since 2025; executive director; no current committee memberships .
- Independence: Not independent due to executive role; the Board maintains a majority of independent directors and independent standing committees .
- Chair/CEO split: Independent non‑executive Chairman (Neal P. Goldman) continues; regular executive sessions of non‑management directors held (7 in 2024) .
- Board activity: 15 Board meetings in 2024; strong attendance (≥75%) across directors .
- Executive directors receive no additional board compensation (compensated only as executives) .
Compensation Structure Analysis (alignment signals)
- Increased performance leverage: 2024 AIP doubled the weight on FCF to 50% and added Net Debt (10%), emphasizing deleveraging and cash discipline post‑QuarterNorth deal .
- Safety and ESG as gating/weighted metrics: Safety was raised to 15% (with SIFR hurdle), and environmental metrics retained (5%) with a methane reduction hurdle .
- Long‑term focus on shareholder returns: Shifted PSU design to hybrid relative/absolute TSR for 2024–2026 to reduce macro beta and focus on peer outperformance; earlier absolute TSR and PVI PSUs for 2022–2024 paid 0%—a clear pay‑for‑performance outcome .
- Governance guardrails: Robust clawback, 6x CEO ownership requirement, and anti‑hedging/pledging policies strengthen alignment and reduce agency risk .
Related Party / Concentration Risks
- Significant shareholder: Slim Family/Control Empresarial owns ~24.4% of outstanding shares; a Cooperation Agreement caps beneficial ownership at 25% through Dec 16, 2025; prior limited‑duration rights plan adopted and terminated in 2024 .
- Influence implications: Concentrated voting power could influence strategic outcomes, including M&A and governance decisions .
- Mexico interests: Agreement to sell an additional 30.1% of Talos Mexico to a Slim‑related entity in 2025 (subject to approvals), reducing Talos’s interest post‑close .
Risk Indicators & Red Flags
- Internal controls: Two material weaknesses identified in 2023–2024 were remediated by year‑end 2024 (personnel separation, enhanced controls) .
- Shareholder returns: Pay‑versus‑performance table shows poor multi‑year absolute TSR vs peers; PSU payouts for 2022–2024 at 0% underscore underperformance and LTI risk leverage .
- Say‑on‑pay: 2024 approval >88% (supportive) .
Compensation Peer Group (for benchmarking and talent market)
- 2024 peer set includes: BRY, CRC, CPE (via APA), CHRD, CIVI, KOS, MGY, MTDR, MUR, PR, SWN (later acquired), VTLE, WTI, among others; changes reflect sector M&A/name changes .
- Advisors: Meridian (comp consultant) and Cooley LLP (comp counsel) engaged independently by the Compensation Committee .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval >88%; 2024 outreach touched on CEO transition, rights plan, board refresh, and skills matrix; actions included appointing Goodfellow, refreshing committees, enhanced board skills disclosures, and third‑party board evaluations .
Expertise & Qualifications
- Education/credentials: BSc Mining & Mineral Engineering (1986), PhD Rock Mechanics (1990), Chartered Engineer (since 1990), Society of Petroleum Engineers member since 2000 .
- Technical depth: Global deepwater operations, wells leadership, and internal audit leadership at Shell; prior chairmanship of Shell Midstream GP .
Equity Ownership & Alignment (detail)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficial shares (4/8/2025) | 0 | “<1%” of 178,455,146 shares outstanding |
| Unvested RSUs (CEO 2025 grant) | 338,514 | Vest ratably on 3/10/2026, 3/10/2027, 3/10/2028 |
| Options | 0 | Company did not grant options in 2024 |
| Pledging/Hedging | Prohibited | Per insider trading policy |
| CEO ownership requirement | 6x base salary | Stock Ownership Policy |
Employment Terms (detail)
| Term | Provision |
|---|---|
| Start / Role | President & CEO; Executive Director from 3/1/2025 |
| Severance (NEOs) | 1.5x base+target bonus, pro‑rata bonus, prior‑year bonus if unpaid, 18 months COBRA subsidy, on no‑cause/Good Reason |
| Change‑in‑Control (double trigger) | 2.0x base+target bonus, pro‑rata bonus, prior‑year bonus if unpaid, 18 months COBRA subsidy |
| CEO precedent | Former CEO (Tier 1) received 2.0x on no‑cause termination (illustrative of Tier mechanics) |
| Clawback | Restatement‑triggered recovery for prior 3 fiscal years |
| Anti‑hedge/pledge | Prohibited |
Investment Implications
- Alignment and retention: A large CEO RSU grant (338,514) with three‑year ratable vesting plus a 6x ownership guideline and anti‑hedging/pledging constraints creates meaningful multi‑year alignment but also predictable vest‑date supply; ownership build will be driven by vesting/awards (no current beneficial stake) .
- Pay‑for‑performance leverage: With PSUs tied to relative/absolute TSR and recent 0% PSU outcomes for 2022–2024, upside is contingent on execution and share performance; the 2024 AIP’s heavy FCF/debt metrics incentivize cash discipline—a positive for deleveraging and equity value if sustained .
- Governance and control risk: Independent Chair and independent committees mitigate dual‑role risks, but a 24.4% shareholder with a cooperation cap at 25% concentrates influence into 2025; watch for governance or strategic moves impacting minority holders .
- Execution track record: Company delivered strong 2024 operating/cash metrics and balance sheet improvements, yet multi‑year TSR underperformance is evident; if Goodfellow’s deepwater and wells expertise translates into sustained FCF, production reliability, and capital efficiency, TSR‑linked PSU realization could inflect, offering alpha potential .
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