Richard Sherrill
TALOS ENERGYAbout Richard M. Sherrill
Richard M. Sherrill (age 59) is an independent director of Talos Energy Inc. since 2023, with over 30 years in oil and gas and a finance background; he is President of Howard Low Carbon Solutions and previously led Clean Aire Partners, Ceritas Energy, and held senior roles at Duke Energy North America, Natural Gas Clearinghouse/Dynegy, and First Interstate Bank of Texas. He holds a B.B.A. in Finance from The University of Texas at Austin . The Board reaffirmed his independence on March 26, 2024 following the sale of Talos’s CCS business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean Aire Partners (CAP) | Founding Partner & President | 2021–2023 | Merged into HLCS in 2023 |
| Howard Low Carbon Solutions (HLCS) | President | Nov 2023–Present | Energy transition/CCS focus |
| Ceritas Energy | President & Director | 2003–2019 | Midstream natural gas; PE-backed |
| Duke Energy North America | Chief Commercial Officer | 1998–2003 | Nonregulated gas & power |
| Natural Gas Clearinghouse/Dynegy | Vice President | 1992–1998 | Finance, physical & financial trading |
| First Interstate Bank of Texas (now Wells Fargo) | Vice President | 1988–1992 | Energy Lending Group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ARM Energy | Director (non-public board) | Dec 2023–Present | Current non-public board service |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Current committees: Audit and Compensation; independent under NYSE/SEC rules .
- Anticipated post-2025 Annual Meeting role: Audit Committee Chair; expected Audit members Sherrill (Chair), Goldman, Szabo .
- Audit Committee financial expert: Sherrill qualifies; all Audit members financially literate .
- Compensation Committee engagement: 13 meetings held in 2024; Sherrill appointed May 1, 2024 (Szabo stepped down) .
- Engagement signal: Earned fees for 13 additional Audit Committee meetings, evidencing active participation .
| Committee | 2024 Membership/Role | Meetings in 2024 | Post-Annual Meeting (anticipated) |
|---|---|---|---|
| Audit | Member; Audit Committee financial expert | Additional Audit meetings attended: 13 | Chair (Sherrill), members Goldman, Szabo |
| Compensation | Member (appointed May 1, 2024) | 13 | Members: Sledge (Chair), Glover, Juneau, Sherrill |
| Nominating & Governance | Not a member | — | — |
| SSCR | Not a member | — | — |
Fixed Compensation
- Program elements for non-employee directors: $80,000 annual cash retainer; committee retainers (Audit $12,500 member/$25,000 chair; Compensation $7,500 member/$15,000 chair; N&G $5,000 member/$10,000 chair; SSCR $7,500 member/$15,000 chair); $1,500 per meeting beyond 10; specialized monthly retainers for certain committees (e.g., Technical; CCS Investment Committee) .
- 2024 cash fees earned by Sherrill: $117,000; includes $19,500 for 13 additional Audit meetings and $7,500 for 5 additional Board meetings .
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Directors; paid quarterly |
| Audit Committee member retainer | $12,500 | 2024 levels; paid quarterly |
| Compensation Committee member retainer | $7,500 | 2024 levels; paid quarterly |
| Meeting fees | $1,500 per additional meeting | Beyond 10 meetings/year |
| Sherrill – Fees earned (2024) | $117,000 | Includes $19,500 for 13 extra Audit meetings and $7,500 for 5 extra Board meetings |
Performance Compensation
- Annual equity award: RSUs with a $160,000 target value for directors; vest on first anniversary of grant; directors may elect deferral; standard settlement 60% shares/40% cash; acceleration upon death or change-in-control .
- No options granted in 2024; company does not currently grant options to directors .
| RSU Terms (Director Equity Program) | Details |
|---|---|
| Grant value (directors) | $160,000 in RSUs (2024 program) |
| Grant date (2024) | March 5, 2024 for directors |
| Shares granted to Sherrill | 12,510 RSUs (unvested at 12/31/2024; vested 3/5/2025) |
| Grant-date fair value (Sherrill) | $165,413 (ASC 718) |
| Vesting | One-year cliff; vested 3/5/2025 (subject to service) |
| Settlement | 60% stock / 40% cash unless 100% stock elected; deferral election permitted |
| Acceleration | Upon death or change-in-control |
| Unvested future RSUs | 17,759 vest on 3/10/2026; 60% stock/40% cash settlement |
Other Directorships & Interlocks
| Company | Type | Role/Committee | Tenure | Notes |
|---|---|---|---|---|
| EnVen Energy Corporation | Public (acquired by Talos) | Lead Director; Audit Chair; Risk & Compensation Committees | 2015–Feb 2023 | Appointed to Talos Board via EnVen designation |
| Castex Energy | Private | Audit Chair; Risk Committee | 2018–2021 | Prior board service |
| Ceritas Energy | Private | Director | — | Prior board service |
| ARM Energy | Private | Board member | Dec 2023–Present | Current non-public board |
- Potential interlock/conflict: In Oct 2023, independence determination was deferred due to his role at Howard Energy Partners, an affiliate of a co-member of a Talos CCS project; after Talos sold the CCS business in March 2024, the Board reaffirmed Sherrill’s independence .
Expertise & Qualifications
- Finance and energy industry expertise; senior executive leadership in midstream and energy transition; extensive audit and risk committee experience; over 30 years in sector .
- Audit Committee financial expert designation (SEC definition) .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Shares beneficially owned (Sherrill) | 60,629 | April 8, 2025 | Less than 1% of outstanding |
| Unvested RSUs (not counted in ownership) | 17,759 | Vests Mar 10, 2026 | Settles 60% stock / 40% cash |
| Director ownership guideline | 5x annual cash retainer | Policy | Applies to non-employee directors |
| Compliance status | In compliance or within grace periods | Last measurement date | Company statement for all directors |
| Anti-hedging/pledging | Policy in place | — | Insider trading policy includes anti-pledging |
Board Governance Signals
- Say-on-Pay (FY2024 NEOs): Approved with 135,898,374 for, 11,919,768 against, 1,159,805 abstain .
- Say-on-Pay frequency: Stockholders approved annual votes (1 year: 140,948,715) .
- Audit oversight: Material weaknesses in internal control identified in 2023/2024 were remediated by Dec 31, 2024 under Audit Committee oversight, with specific actions including personnel changes and enhanced controls .
- Board refreshment and independence: Sherrill is among independent directors; Board proactively refreshed, and all standing committees are fully independent .
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late Section 16 filings (FY2024) | Company reported one late Form 4 each for Timothy S. Duncan and Joseph A. Mills (Nov 19, 2024); no late filings noted for Sherrill |
Governance Assessment
- Strengths: Independence reaffirmed post-CCS sale; Audit Committee financial expert likely to chair Audit post-Annual Meeting; active committee engagement (additional Audit meetings attended); robust director ownership policy and anti-hedging/pledging guardrails .
- Pay alignment: Director pay mix balanced (cash retainer + time-based RSUs), unchanged retainer/fee levels since 2018/2020, with settlement features promoting ownership; no stock options granted in 2024 .
- Investor confidence signals: Strong support for say-on-pay and annual vote frequency; remediation of internal control weaknesses under Audit Committee oversight .
- Potential risks/RED FLAGS: Prior independence deferral due to CCS affiliation (resolved in March 2024); high ownership concentration by Slim Family Office (24.4%) could influence governance outcomes, though not specific to Sherrill .
Overall, Sherrill’s audit and finance expertise, anticipated Audit Chair role, and demonstrated engagement support board effectiveness; the prior CCS affiliation warranted scrutiny but was addressed, and current compensation/ownership structures align director incentives with shareholders .