Shandell Szabo
TALOS ENERGYAbout Shandell M. Szabo
Independent director at Talos Energy (director since 2023), age 50. Nearly 20 years at Anadarko Petroleum in roles spanning deepwater Gulf of Mexico and U.S. onshore, including Vice President of U.S. Exploration (2018–2019) and VP, Lower 48 Onshore Exploration (2016–2018). Currently an advisor to Bain & Company on energy matters (since Feb 2024). Education: B.S. (Univ. of Michigan, Environmental Science—Geology) and M.S. (TCU, Environmental Science—Geology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum (NYSE: APC) | Vice President of U.S. Exploration | 2018–2019 | Led U.S. exploration; deepwater and onshore focus |
| Anadarko Petroleum | VP, Lower 48 Onshore Exploration | 2016–2018 | Onshore exploration leadership |
| Anadarko Petroleum | Director, Investor Relations | 2015–2016 | Capital markets and IR leadership |
| Anadarko Petroleum | Exploration Manager, Greater Permian | 2014–2015 | Basin leadership |
| Anadarko Petroleum | General Manager, Freestone/Chalk/Hugoton fields | 2013–2015 | Field operations oversight |
| Anadarko Petroleum | Geoscience Manager, Haynesville East Texas | 2011–2013 | Subsurface/geoscience leadership |
| Anadarko Petroleum | Regional Gulf of Mexico Manager | 2009–2010 | GOM technical/operational oversight |
| EnVen Energy Corporation (prior to TALO acquisition) | Director; Chair, Risk/Safety Committee; Governance Committee member | 2020–2023 | Safety/risk governance |
| Biota Technologies (private) | Chair; Chair, Compensation Committee | 2020–2024 | Board leadership at private energy tech firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnolia Oil & Gas (NYSE: MGY) | Independent Director | May 2024–present | Audit Committee member |
| Bain & Company | Advisor (energy) | Feb 2024–present | Sector advisory |
| Leukemia & Lymphoma Society (Montgomery County) | Executive leadership team | Ongoing | Community leadership |
| United Way of Greater Houston | Corporate Regional Council, Board Advisory Member | Ongoing | Community/ESG engagement |
Board Governance
- Independence: Board determined Ms. Szabo is independent under NYSE and SEC rules .
- Current TALO committees: Safety, Sustainability & Corporate Responsibility (SSCR); Co-Chair, Technical Committee through dissolution on Dec 31, 2024 .
- Anticipated post-2025 AGM assignments: Chair of SSCR; member of Audit Committee (Sherrill Chair; Goldman, Szabo members) .
- Board/committee attendance: All directors attended ≥75% of 2024 Board and applicable committee meetings (Board met 15 times in 2024) .
- Committee independence: All standing committees are composed entirely of independent directors .
Fixed Compensation
Company-wide 2024 non-employee director program (for structure context):
| Type | Amount | Key Features |
|---|---|---|
| Annual Cash Retainer | Directors: $80,000; Non-Exec Chair: $150,000 | Paid quarterly |
| Annual Equity Award (RSUs) | Directors: $160,000; Non-Exec Chair: $230,000 | RSUs vest after 1 year; optional deferral; subject to ownership policy |
| Committee Fees (annual) | Audit Chair $25,000; Member $12,500 | Paid quarterly |
| Committee Fees (annual) | Compensation Chair $15,000; Member $7,500 | Paid quarterly |
| Committee Fees (annual) | Nominating & Gov Chair $10,000; Member $5,000 | Paid quarterly |
| SSCR Fees (annual) | Chair $15,000; Member $7,500 | Paid quarterly |
| Technical Committee (2024 only) | Co-Chair $20,000 (Q1); then $20,000/month (Q2–Q3); $10,000/month (Q4) | Reflects heightened workload; committee dissolved 12/31/2024 |
| Extra meeting fees | $1,500 per meeting beyond 10 per year | Board/committees without monthly retainers |
Ms. Szabo’s 2024 director compensation (actual):
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 252,250 |
| Stock awards (RSUs) | 165,413 |
| Total | 417,663 |
Notes:
- Cash fees include Technical Committee retainers ($5,000 in Q1; $20,000/month in Q2–Q3; $10,000/month in Q4), and $6,000 in additional Board meeting fees (four meetings beyond 10) .
- 2024 RSUs for directors were granted March 5, 2024 (12,510 RSUs, valued using $13.22 average of high/low on grant date) and vested March 5, 2025, subject to continued service; directors may elect deferral; settlement defaults to 60% stock/40% cash unless 100% stock elected .
Performance Compensation
- Directors do not receive performance-based pay; equity awards are time-based RSUs with 1-year vesting. No performance metrics (e.g., TSR/ESG) apply to director compensation .
| Performance Metric | Weight | Applies to Director Pay? |
|---|---|---|
| TSR, FCF, Safety/ESG, Production | N/A | No (director awards are time-based RSUs) |
Change-in-control/death provisions for 2024 director RSUs: vesting accelerates upon death or a change in control; directors can elect deferral of settlement (default 60% stock/40% cash unless 100% stock elected) .
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Notes |
|---|---|---|---|
| Magnolia Oil & Gas (NYSE: MGY) | Independent Director | Audit Committee | E&P sector peer; no TALO-related transactions disclosed |
| EnVen Energy (pre-acquisition) | Director | Chair, Risk/Safety; Governance | Historical role; EnVen acquired by TALO in Feb 2023 |
| Biota Technologies (private) | Chair; Comp Chair | — | Private company; not a disclosed related party to TALO |
No related-party transactions involving Ms. Szabo were disclosed for 2024; the proxy states outside of disclosed items, there were no related party transactions in 2024 .
Expertise & Qualifications
- Deep technical and operational expertise across GOM deepwater and multiple U.S. basins; prior senior exploration leadership at Anadarko .
- Board and committee experience in audit, risk/safety, and governance; current Audit Committee member at Magnolia Oil & Gas .
- ESG and safety oversight credentials via SSCR/Technical Committee roles at TALO; slated to chair SSCR post-AGM .
- Capital markets fluency via prior Director of Investor Relations at Anadarko .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 44,014 shares; less than 1% of outstanding |
| Unvested director RSUs (granted 2025) | 17,759 RSUs vesting March 10, 2026; settlement default 60% stock/40% cash |
| Ownership guidelines (policy) | Non-employee directors: 5x annual cash retainer; assessed quarterly; all directors either in compliance or within grace periods at last measurement |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Section 16 compliance | No late filings disclosed for Ms. Szabo in 2024; one late Form 4 each noted for T. Duncan and J. Mills |
Governance Assessment
- Committee leadership and workload: Szabo is slated to chair SSCR and join Audit post-AGM, leveraging technical and ESG expertise while adding financial oversight responsibilities (Audit membership requires financial literacy under NYSE/SEC; 2025 Audit Committee expected to comprise independent, financially literate members) .
- Attendance and engagement: Board held 15 meetings in 2024; all directors (including Szabo) met the ≥75% attendance requirement; Szabo also earned additional fees for extra Board meetings and significant Technical Committee workload during 2024 integration and portfolio oversight .
- Independence and conflicts: Board deems Szabo independent; no related-party transactions disclosed involving her. Company policies include anti-hedging/anti-pledging and a robust related-person transaction review process .
- Ownership alignment: Directors receive annual RSUs and are subject to stringent stock ownership guidelines (5x cash retainer). Szabo held 44,014 shares as of April 8, 2025 and 17,759 unvested RSUs vesting in 2026; program allows deferrals, reinforcing long-term alignment .
- Broader governance context: Two 2023–2024 material weaknesses were remediated by year-end 2024 under Audit Committee oversight; this elevates the importance of strong Audit Committee performance as Szabo joins the committee . Concentrated ownership by the Slim Family Office (24.4%) is mitigated in the near term by a cooperation agreement capping ownership at 25% through Dec 16, 2025; continued vigilance by independent directors is warranted .
- Say-on-Pay signal: 2024 say-on-pay support exceeded 88%, indicating broad investor confidence in compensation governance (context for overall board credibility) .
Notes on Director Compensation Mechanics
- Default settlement for director RSUs is 60% stock/40% cash unless a 100% stock election is made; vesting accelerates on death or change in control; directors may elect deferral of settlement timing .
- Extra meeting fee of $1,500 applies beyond 10 meetings/year for Board or committees without monthly retainers; Ms. Szabo received $6,000 for four such additional Board meetings in 2024 .
Related Party & Risk Indicators
- No director-specific related party transactions, loans, or pledging activity involving Szabo disclosed for 2024. Anti-hedging/anti-pledging policies apply to directors; related-person transactions are reviewed under Audit Committee oversight .
- RED FLAGS: None disclosed related to Szabo (no low attendance, repricing, or conflicts). Board-level risk: concentrated shareholder with 24.4% stake; cooperation agreement in place limiting increases until Dec 16, 2025 .
Appendix: TALO Board & Committee Reference
- Current committees: Audit; Compensation; Nominating & Governance; SSCR (all independent). Technical Committee dissolved Dec 31, 2024 after completing oversight duties .
- Anticipated 2025 SSCR: Szabo (Chair), Glover, Juneau; Anticipated 2025 Audit: Sherrill (Chair), Goldman, Szabo .