Exhibit 97.1
TALOS ENERGY INC.
EXECUTIVE COMPENSATION CLAWBACK POLICY
This Executive Compensation Clawback Policy (this “Policy”) was recommended for approval by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) and adopted by the Board, effective as of November 15, 2023 (the “Effective Date”). This Policy is intended to comply with the requirements of Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder and Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual (collectively, the “Recovery Rules”) and shall be interpreted as such. Unless otherwise specified by the Board and permitted by the Recovery Rules, this Policy will be administered by the Committee (the “Administrator”).
“Applicable Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Audit Committee concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Applicable Period shall be extended to include any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years described in the preceding sentence; provided, that a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal year that comprises a period of nine to twelve months shall be deemed a completed fiscal year.
“Covered Executive” means an individual who has received an Excess Amount of Incentive-Based Compensation.
“Excess Amount” means the value of all Incentive-Based Compensation (calculated on a pre-tax basis) Received after October 2, 2023 by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the applicable Financial Performing Measures, as reflected in the Restatement, computed without regard to any taxes paid on such amounts. With respect to Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the Excess Amount is not subject to mathematical recalculation directly from the information in a Restatement: (i) the amount will be based on a reasonable estimate made by the Administrator of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange or national securities association on which the Company’s securities are listed at the time of the Restatement.
“Executive Officers” shall include the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar policy-making functions for the Company. For the avoidance of doubt, “policy-making function” is not intended to include policymaking functions that are not significant. Executive Officers shall include, at a minimum, executive officers identified pursuant to Item 401(b) of Regulation S-K. It is intended that those individuals identified as Executive Officers pursuant to the Policy will be consistent with those identified by the Board as “officers” pursuant to Rule 16a-1(f) promulgated pursuant to the Exchange Act.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Stock price and TSR are Financial Reporting Measures. Examples of additional Financial Reporting Measures include, but are not limited to, measures based on revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, free cash flow, and return measures (such as return on assets). For the avoidance of doubt, a Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC to qualify as such.
“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
Incentive-Based Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Restatement” means an accounting restatement of any of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current
period (often referred to as a “little r” restatement). As of the Effective Date (but subject to changes that may occur in accounting principles and rules following the Effective Date), a Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
Approved and Adopted November 15, 2023