William Moss
TALOS ENERGYAbout William Moss
William S. Moss III is Executive Vice President, General Counsel and Secretary of Talos Energy, serving since May 2018; he was designated Interim Chief Executive Officer and Interim Co‑President from January 6, 2025 until March 1, 2025 when Paul Goodfellow was appointed CEO (no additional compensation was paid for his interim service) . Age 55; education includes AB from Dartmouth College, MPhil from Cambridge University, and J.D. from The University of Texas School of Law; licensed in Texas . Company performance drivers used to determine his pay include Adjusted Free Cash Flow, Net Debt, Average Daily Production, safety (TRIR/SIFR), and environmental metrics; 2024 outcomes were Adjusted FCF of ~$447MM (AIP-adjusted), Net Debt ~$1,242MM (AIP-adjusted), Average Daily Production ~90.8 Mboe/d, TRIR 0.36, SIFR 0.03; corporate AIP payout was 133.3% while Moss’s payout was reduced to 130% due to internal-control issues tied to an investigated procurement practice . Company TSR in the 2024 pay‑versus‑performance table reflected a value of $32.21 on an initial fixed $100 investment (peer group $194.28), with Net Income of $(76.4)MM and Adjusted Free Cash Flow of $447MM, underscoring the emphasis on cash generation and safety in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Talos Energy Inc. | Executive Vice President, General Counsel & Secretary | Since May 2018 | Senior legal leadership; continuity through CEO transition and governance support |
| Talos Energy LLC | Senior Vice President & General Counsel | May 2013–May 2018 | Built legal function; supported formation and ERT acquisition integration |
| Mayer Brown LLP (Houston) | Partner; Head, Houston Corporate Practice | Joined May 2005 | Led energy M&A, securities offerings; outside counsel for Talos formation and key transactions |
| Baker Botts L.L.P. | Attorney | N/A (dates not disclosed) | Corporate and energy legal work; foundation for later leadership roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mayer Brown LLP | Partner; Head of Houston Corporate Practice | 2005–2013 | Executed energy M&A and capital markets; advised Talos and Phoenix Exploration on formation and transactions |
| Baker Botts L.L.P. | Attorney | N/A | Contributed to corporate/energy legal practice prior to Mayer Brown |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 434,624 | 450,884 | 456,247 |
| All Other Compensation ($) | 13,000 | 19,800 | 20,700 |
Notes:
- Stock options are not currently granted; none granted in 2024 .
- Pension benefits and nonqualified deferred compensation plans are not maintained .
Performance Compensation
Annual Incentive Program (AIP) Structure and 2024 Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow Generation ($MM) | 50% | 300 | 400 | 500 | 447 (AIP‑adjusted) | 73.4% |
| Year‑End Net Debt Balance ($MM) | 10% | 1,350 | 1,250 | 1,150 | 1,242 (AIP‑adjusted) | 10.8% |
| Average Daily Production (Mboe/d) | 20% | 88 | 93 | 96 | 90.8 (AIP‑adjusted) | 15.5% |
| Safety: TRIR | 15% | <0.55 | <0.45 | <0.35 | 0.36 | 28.5% (with SIFR hurdle met) |
| Safety: SIFR (hurdle) | — | N/A | <0.15 | N/A | 0.03 | Target achieved via hurdle |
| Environmental: GHG Reduction (%) | 5% | 0.0 | (2.5) | (5.0) | (1.2) | Included in 5.0% total |
| Environmental: Methane Reduction (%) (hurdle) | — | N/A | 5.0 | N/A | 10.0 | Supports achieving 5.0% |
| Corporate AIP Payout | 100% | — | — | — | — | 133.3% |
| Moss AIP Payout Modifier | — | — | — | — | — | 130.0% (due to control weaknesses) |
AIP Target and Actual (Moss):
- Target AIP: $364,000 (80% of base salary) .
- Actual AIP Payment: $473,200 (130.0% payout) .
2024 Long‑Term Incentive (LTI) Awards and Vesting
| Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Annual RSUs | 54,731 | 593,831 | 1/3 each on March 5, 2025/2026/2027 |
| Retention RSUs | 39,704 | 430,788 | 1/3 each on Sept 9, 2025/2026/2027 |
| PSUs (TSR‑based) | Target 54,731; Max 109,462 | 639,805 | 3‑yr performance period (Jan 1, 2024–Dec 31, 2026); payouts tied to absolute and relative TSR (cap 200%) |
Additional PSU status and tracking:
- Unvested PSUs: 23,797 (performance period ending Dec 31, 2025) and 54,731 (ending Dec 31, 2026) .
- As of year‑end 2024, 2024 PSU relative TSR tracking at 25%; 2023 PSUs tracking at 0% for absolute TSR and PVI, indicating potential below‑target vesting unless performance improves .
Stock Vested in 2024:
- RSUs vested: 95,517 shares; value realized $1,242,180 (at vesting-date prices) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 213,459 shares; less than 1% of outstanding (178,455,146 shares as of April 8, 2025) |
| Stock Ownership Guidelines | NEOs required to hold 3x base salary; monitored quarterly; all NEOs/directors compliant or within grace periods at last measurement date |
| Hedging/Pledging | Prohibited for directors/officers/employees and their designees; no holding in margin accounts or pledging as collateral permitted |
| Options | Company does not currently grant options; none in 2024 |
| Upcoming Vesting Pressure | RSUs granted in 2024 vest on March 5 each year (2025–2027) and September 9 each year (2025–2027), which may prompt periodic tax‑related share withholding; PSUs cliff‑vest based on 3‑year TSR outcomes |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | Pro‑Rata Annual Bonus ($) | COBRA Subsidy ($) | RSU Acceleration ($) | PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason | 1,228,500 | 473,200 | 39,920 | 377,573 (valued at $9.71/share) | 44,248 | 2,163,441 |
| Termination due to Death or Disability | — | 473,200 | — | 1,193,408 | 176,994 | 1,843,602 |
| Change‑in‑Control with Termination without Cause or resignation for Good Reason | 1,638,000 | 473,200 | 39,920 | 1,193,408 | 646,346 | 3,990,874 |
Plan features and covenants:
- Amended and Restated Executive Severance Plan provides severance following specified terminations; includes confidentiality, non‑solicitation, and non‑disparagement covenants; clawback policy maintained at company level .
Investment Implications
- Pay‑for‑performance alignment: Moss’s variable pay is tightly linked to cash generation, deleveraging, production, and safety outcomes; his 2024 AIP was trimmed to 130% to reflect internal‑control issues, signaling compensation discipline and governance oversight .
- Retention and selling pressure: Significant scheduled RSU vesting through 2027 and TSR‑based PSUs with below‑target tracking for certain cohorts suggest limited near‑term PSU payouts unless TSR improves; periodic RSU vesting may create tax withholding‑related share flows but hedging/pledging prohibitions mitigate alignment risks .
- Severance/change‑in‑control economics: Quantified CIC severance of ~$3.99MM indicates material protection; however, substantial equity acceleration is performance‑ and service‑conditioned, preserving shareholder alignment in exit scenarios .
- Execution risk and governance signals: 2024 record production and deleveraging support operational competence, yet the procurement‑related investigation and resulting material weaknesses are a governance red flag; the Compensation Committee’s downward AIP adjustment for Moss and Spath reflects responsiveness and may cap upside until controls are remediated .
Overall, Moss exhibits strong legal and transactional credentials with interim executive stewardship experience; his incentive mix (RSUs/PSUs) and ownership policy compliance encourage long‑term alignment, while TSR underperformance and control remediation needs shape near‑term performance risk and payout visibility .