Paula Glover
About Paula R. Glover
Paula R. Glover, age 57, has served on Talos Energy’s Board since 2021. She is President of the Alliance to Save Energy, with over 25 years in the energy industry focused on consumer and community engagement, public policy, and sustainability. She holds a B.S. in Marketing Management from the University of Delaware and currently chairs Talos’s Safety, Sustainability & Corporate Responsibility (SSCR) Committee and serves on the Nominating & Governance Committee, with anticipated rotation to the Compensation Committee post-Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliance to Save Energy | President | Jan 2021 – Present | Leads energy efficiency policy advocacy and stakeholder engagement |
| American Association of Blacks in Energy (AABE) | President & CEO | Jul 2013 – Jan 2021 | Advanced minority input in energy policy; prior VP Operations and Director of Communications (Oct 2008 – Jul 2013) |
| U.S. Department of Energy – National Petroleum Council | Member; Appointment Committee | Mar 2014 – Present; Appointment Committee since Dec 2024 | Advisory input to national petroleum policy |
| U.S. DOE Electricity Advisory Board | Appointee | Aug 2024 – Present | Advises on electricity reliability and modernization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Groundswell | Director; Governance Committee Chair | Present | Non-profit board leadership |
| Keystone Policy Center | Director; Executive Committee | Present | Policy thought-leadership |
| Resources for the Future | Director; Nominations; Audit & Finance | Present | Energy/environment policy research oversight |
| Clean Energy Works | Director; Chair | Present | Clean energy deployment |
| AABE | Director; Emeritus Advisory Board Chair | Present | Ongoing governance role |
| Share the Power Foundation | Director | Present | Community-focused governance |
| Current public company boards | — | — | None |
Board Governance
- Independence: The Board determined Ms. Glover is independent under NYSE and SEC standards; Talos anticipates 6 of 7 directors will be independent post-Annual Meeting .
- Committee assignments (current): SSCR Chair; Nominating & Governance member .
- Committee changes (anticipated after Annual Meeting): SSCR Committee to be chaired by Szabo with Glover remaining a member; Compensation Committee will include Sledge (Chair), Glover, Juneau, Sherrill .
- Attendance and engagement: Board held 15 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; Ms. Glover attended 5 additional Board meetings (beyond 10), indicating active engagement .
- Executive sessions: Non-management directors met in executive session 7 times in 2024, chaired by the independent Board Chairman (Goldman) .
- Board structure signals: Fully declassified Board beginning 2025; majority voting; independent non-executive Chair; annual evaluations; anti-hedging/anti-pledging; clawback policy .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash fees (2024 actual for Glover) | $105,000 | Includes base director retainer, committee chair/member retainers, and $7,500 for 5 additional Board meetings beyond 10 . |
| Standard director cash retainer | $80,000 | Paid quarterly . |
| SSCR Chair retainer | $15,000 | Annual supplemental cash retainer . |
| Nominating & Governance member retainer | $5,000 | Annual supplemental cash retainer . |
| Meeting fees | $1,500 per meeting >10 | Applies to Board/committees without monthly retainers . |
| Annual RSU grant (grant date fair value, 2024) | $165,413 | 12,510 RSUs granted Mar 5, 2024; vested Mar 5, 2025 . |
| RSU vesting/settlement | 1-year vest; 60% shares/40% cash by default | Directors may elect 100% shares; vesting accelerates on death or change-in-control . |
| Program changes | No increases to director cash/equity since 2018/2020 | Cash retainers unchanged since 2018; equity value unchanged since 2020 . |
Performance Compensation
| Element | Terms | Notes |
|---|---|---|
| Performance equity (directors) | None | Company does not grant stock options or similar awards to directors; director equity is time-based RSUs . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (reduces interlock/conflict risk) . |
| Notable board networks | Multiple non-profit/NGO boards in energy policy and sustainability; strengthens SSCR and policy oversight capability . |
Expertise & Qualifications
- Energy policy and stakeholder engagement expertise; >25 years in the sector .
- Federal advisory roles: National Petroleum Council (Appointment Committee); DOE Electricity Advisory Board .
- Governance experience across multiple non-profits; committee leadership (Governance, Audit & Finance) .
- Education: B.S., University of Delaware (Marketing Management) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 6,159 shares | As of Apr 8, 2025; <1% of outstanding shares . |
| Unvested RSUs as of 12/31/2024 | 12,510 | Vested Mar 5, 2025 . |
| Fully vested RSUs (deferred settlement) | 20,678 | Subject to director’s deferral election . |
| Director ownership guideline | 5x annual cash retainer | Applies to non-employee directors; reviewed quarterly . |
| Guideline compliance | In compliance or within grace period | All directors/NEOs compliant or within grace periods at last measurement . |
| Anti-hedging/anti-pledging | Prohibited for insiders | Per Insider Trading Policy . |
| Shares pledged as collateral | None disclosed | No pledging permitted under policy . |
Governance Assessment
- Committee leadership: As SSCR Chair, Glover has overseen safety, environmental, and social risk oversight, aligning with Talos’s disclosure of strong 2024 safety performance and methane emissions reduction; continued SSCR membership and rotation onto Compensation Committee signals board confidence in her governance acumen .
- Independence and engagement: Independent status, ≥75% attendance, and presence at additional Board meetings support strong engagement and investor confidence .
- Pay and alignment: Balanced cash/equity structure, stable fee levels, RSU settlement default to majority stock, robust ownership guidelines, and anti-hedging/pledging guardrails align director incentives with shareholders .
- Conflicts/related-party exposure: No related-party transactions disclosed for 2024; Glover has no current public-company directorships (low interlock risk). Note broader governance consideration: Slim Family Office at ~24.4% ownership exerts significant influence, though not tied to Glover .
- Red flags: None specific to Glover. Section 16 filings were timely for directors other than late filings for Duncan and Mills; no indication of hedging/pledging or related-party transactions involving Glover .
Implication: Glover’s policy and sustainability expertise strengthens Talos’s SSCR oversight and upcoming Compensation Committee composition, supporting board effectiveness and stakeholder engagement without evident conflicts; alignment mechanisms (ownership policy, RSUs) and independence bolster investor confidence .