This Proxy Statement is exercised at the Annual Meeting by delivering to the Corporate Secretary of the Company a written notice of the revocation, by submitting your vote electronically through the internet or by phone after the grant of the proxy, or by signing and delivering to the Corporate Secretary of the Company a proxy with a later date. Your attendance at the Annual Meeting will not revoke the proxy unless you give written notice of revocation to the Corporate Secretary of the Company before the proxy is exercised or unless you vote your shares in person at the Annual Meeting.

General Information

We are providing you these proxy materialsprovided in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”“Board”) to be voted at our 20162023 Annual Meeting of StockholdersShareholders (our “Annual Meeting”“Annual Meeting”), and at any postponement, adjournment or adjournmentrecess of the Annual Meeting. In this proxy statement,Proxy Statement, VAALCO Energy, Inc. is referred to as the “Company,“Company,” “we,“our company,” “our,“we,” “us”“our,” “us” or “VAALCO.“VAALCO.”

Date

The Board’s Corporate Governance Principles, which include guidelines for determining director independence and Timequalifications for directors, are published on VAALCO’s website at www.VAALCO.com. This website also makes available the charters for each of Meeting

the Audit Committee, Compensation Committee, and Environmental, Social and Governance (“ESG”) Committee, and other corporate governance materials. These materials are also available in print to any shareholder upon request. The VAALCO Energy, Inc. Board regularly reviews corporate governance developments and modifies its Corporate Governance Principles, committee charters and key practices as warranted.

The five nominees who receive the greatest number of “FOR” votes cast by the shareholders, a plurality, will be elected as our directors. There is no cumulative voting. Abstentions and broker non-votes will not be taken into account for purposes of determining the outcome of the election of directors. Accordingly, if you own your shares through a broker, you must give the broker instructions to vote your shares in the election of directors. Otherwise, your shares will not be voted.

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to vote, on an advisory or non-binding basis, whether future advisory votes on compensation of our NEOs should occur every year, every two years or every three years. For a detailed description of our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 44. We recommend that such future advisory votes continue to be held at 8:00 a.m. Central Daylight Time,every year.

The approval, on June 2, 2016 atan advisory basis, of the Houston Marriott Westchase Hotel, 2900 Briarpark Drive, Houston, Texas 77042.

frequency of future advisory votes on the compensation of our NEOs requires the vote of a majority of votes cast affirmatively or negatively. For this proposal, abstentions and broker non-votes will have no effect on the vote.

The Board of Directors has set the close of business on April 6, 201621, 2023 as the record date for stockholdersshareholders entitled to notice of and to vote at the meeting. At the close of business on the record date, there were 58,495,360107,473,582 shares of VAALCO common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.

Notice and Access

We are providing access to our proxy materials over the Internet. As a result, we have sent to most of our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by e-mail. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

We may provide certain stockholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to reduce the costs incurred by VAALCO in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card to vote using the Internet. When prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

Your Notice or (if you received paper copies of the proxy materials) your proxy card will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials are also available at www.proxyvote.com.

Matters to be Voted on and Recommendation of the Board

www.proxyvote.com.

The Board encourages you to exercise your right to vote. Your vote is important. StockholdersShareholders can vote in person at the Annual Meeting or by proxy. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If you are a stockholdershareholder of record (you own shares in your name), there are three ways to vote by proxy:

	●	By Internet—You may vote over the Internet at www.proxyvote.com by following the instructions on the Notice or, if you received your proxy materials by mail, by following the instructions on the proxy card.
	●	By telephone— Stockholders located in the United States that receive proxy materials by mail may vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card.
	●	By mail—If you received proxy materials by mail, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.

Telephone and Internet voting will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight time on June 1, 2016.

7, 2023.

Voting by proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person. The Board recommends that you vote by proxy since it is not practical for most stockholdersshareholders to attend the Annual Meeting.

If you are a street name stockholder (yourshareholder (that is, if your shares are held of record in the name of a bank, broker or other holder of record), you will receive instructions from the bank, broker or other record holder of your shares. You must follow the instructions of the holder of record in order for your shares to be voted. If you are a street name stockholder,shareholder, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

The shares represented by all valid proxies received by telephone, by Internet or by mail will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies will be voted:

	●	for the nominees for directors named in this proxy statement;
	●	for ratification of the appointment of the independent auditors; and

●

for approval of the advisory resolution on executive compensation.

If you are a street name stockholder,shareholder, you may later revoke your proxy instructions by following the procedures provided by your bank, broker or other nominee.

Your stock is counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly vote by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of our commonthe stock issued and outstanding and entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

The New York Stock Exchange (“NYSE”NYSE”) permits brokers to vote their customers’ stock held in street name on “routine matters” when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for whichthat the broker is unable to vote are called “broker non-votes”.

non-votes.”

The ratification of the appointment of the independent auditorsregistered public accounting firm is the onlya routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

The election of directors, the advisory vote to approve our executive compensation and the advisory vote on the frequency of future advisory votes to approve our executive compensation are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

In addition to sending you these materials or otherwise providing you access to these materials, some of our directors and officers as well as management and non-management employees may contact you by telephone, mail, e-mail or in person. You may also be solicited by our proxy solicitor, D.F. King & Co., by means of press releases issued by VAALCO, postings on our website at www.VAALCO.com, advertisements in periodicals, or other media forms. None of our officers or employees will receive

any extra compensation for soliciting you. We will also reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the proxy materials to the beneficial owners of our common stock.

In addition, to assist us with our solicitation efforts, we have retained the services of D.F. King & Co., Inc. for a fee of approximately $6,500, plus out-of-pocket expenses.

We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a current report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”(the “SEC”) within four business days of the date of the Annual Meeting unless only preliminary voting results are available at that time.the time of filing the Form 8-K. To the extent necessary, we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access or obtain a copy of these and other reports free of charge on the Company’s website at www.VAALCO.com. Also, the referenced Form 8-K, any amendments thereto and otherThe reports we file with the SEC are also available to you over the Internet aton the SEC’s website at www.sec.gov.

A complete list of all stockholdersshareholders entitled to vote at the Annual Meeting will be open for examination by any stockholdershareholder during normal business hours for a period of ten days prior to the Annual Meeting at our offices, 9800 Richmond Avenue, Suite 700, Houston, Texas, 77042. Such list will also be available at the Annual Meeting and may be inspected by any stockholder who is present.

On March 10, 2023, the Board, upon recommendation of the Nominating and GovernanceESG Committee, voted to nominate the Board of Directors has nominatedindividuals named in the following individualstable below for election, which will also result in a reduction of the number of directorships from seven to five after the Annual Meeting. The Board asks you to elect the five nominees named below as directors of the Company to serve for a one year term beginningthat expires at the Annual Meeting and expiring at the 2017 Annual Meeting2024 annual meeting of Stockholdersshareholders and until either they are re-electedreelected or their successors are elected and qualified:

Steven P. Guidry

Andrew L. Fawthrop

Michael Keane

A. John Knapp, Jr.

John J. Myers, Jr.

Steven J. Pully

All of the above nominees are

Each nominee currently servingserves as directors of the Company.a director. Biographical information for each is contained below. Biographical information for our current directors not standing for election is included under “Board Compensation and Communications – Directors Not Standing for Election” on page 23. No proposed nominee is contained in the “Directors and Executive Officers” section below. Mr. Fred Brazelton, currently serving as a director of the Company, notified the Board in March 2016 that he would not be standingbeing nominated for re-election at the 2016 Annual Meeting of Stockholders. The Board has determined that, effective at the time of the Annual Meeting, the size of the Board will be reduced to six memberselection pursuant to any arrangement or understanding between the Company’s bylaws.

nominee and any other person.

The Board of Directors has no reason to believe that any of its nomineesnominee will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting undernamed as proxies on the accompanying proxy card, or their substitutes, will vote for the election of a substitute nominee that the Board of Directors recommends. Only the nominees designated by the Board of Directors will be eligible to stand for election as directors at the Annual Meeting.

Under its charter, the ESG Committee is responsible for determining criteria and qualifications for Board nominees to be used in reviewing and selecting director candidates, including those described in our Corporate Governance Committee has establishedPrinciples. The criteria it considersand qualifications include:

These criteria include:

	●	personal characteristics, including such matters as integrity, age, education, diversity of background and experience, absence of potential conflicts of interest with VAALCO or its operations, and the availability and willingness to devote sufficient time to the duties of a director;
	●	experience in corporate management, such as serving as an officer or former officer of a publicly held company;
	●	experience in the oil and gas industry and with relevant social policy concerns;
	●	experience as a Board member of another publicly held company; and
	●	practical and mature business judgment.

The criteriaand qualifications are not exhaustive, and the Nominating and Corporate GovernanceESG Committee and the Board of Directors may consider other qualifications and attributes which they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board of Directors.appropriate. Other than ensuring that at least one member of the Board is a financial expert and a majority of the Board members meet all applicable independence requirements, the NominatingESG Committee retains broad discretion in determining the composition and Corporate Governance Committee does not have any specific skills that it believes are necessary for any individual director to possess. Instead,experience of the Nominating and Corporate GovernanceBoard as a whole. The ESG Committee evaluates potential nominees based on the contribution such nominee’s background and skills could have upon the overall functioning of the Board.

In making its nominations,Board in light of the Nominating and Corporate Governanceperceived needs of the Company at the time such evaluation is made.

The ESG Committee identifies nominees by first evaluating the current members of the Board willing to continue their service. Current members with qualifications and skills

that are consistent with the Nominating and Corporate GovernanceESG Committee’s criteria for Board service are frequently re-nominated. In certain circumstances, such as this year’s decision to reduce the Board size, not all directors can be re-nominated, and this should not be taken as an indication that unnominated directors were not excellent candidates.

As to new candidates, the ESG Committee will generally poll the Board members and members of management for recommendations. The Nominating and Corporate GovernanceESG Committee may also review the composition and qualification of the boards of directors of VAALCO’s peer group and competitors and may seek input from search firms or from industry experts or analysts. The Nominating and Corporate GovernanceESG Committee then reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the independent directors and executive management. In making its determinations, the Nominating and Corporate GovernanceESG Committee evaluates each

In order to provide our shareholders and describe the key experience, qualificationsother interested parties with a direct and skills our directors bringopen line of communication to the Board, that are important in light of VAALCO’s businesses and structure. The directors’ experiences, qualifications and skills that the Board considered in their re-nomination are included in their individual biographies.

Changes in Directors During 2015

On June 3, 2015, effective immediately afterhas adopted procedures for communications to directors. Our shareholders and other interested persons may communicate with the 2015 Annual Meeting, W. Russell Scheirman retired from the Board and asChair of our President and Chief Operating Officer. Mr. Scheirman continued to work for usAudit Committee or with our non-employee directors as a consultant until December 31, 2015. For a descriptiongroup, by written communications addressed in care of the consulting agreement we entered intoCorporate Secretary, VAALCO Energy, Inc., 9800 Richmond Avenue, Suite 700, Houston, Texas 77042.

All communications received in accordance with Mr. Scheirman, please read “Consulting Agreement with Mr. Scheirman” on page 28. The Board determined that, effective immediately following Mr. Scheirman’s retirement from the Board, the size of the Board wouldthese procedures will be reduced from seven members to six members.

Steven J. Pully was appointedreviewed initially by our Corporate Secretary who will relay all such communications to the Board on July 31, 2015 and at that time the Boardappropriate director or directors unless it is determined that the sizecommunication:

A director who receives any other company that has an executive officer serving as a member of our Board of Directors. None of VAALCO’s executive officers serves as a membersuch communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board or one or more of Directorsits committees and whether any response to the person sending the communication is appropriate. Any such response will be made only in accordance with applicable law and regulations relating to the disclosure of any other company that has an executive officer serving asinformation.

The Corporate Secretary will retain copies of all communications received pursuant to these procedures for a memberperiod of VAALCO’s Compensation Committee.

Meetings and Attendance

In 2015, the Board held 11 Board meetings, 11 Audit Committee meetings, 7 Compensation Committee meetings and 7 Nominating and Governance Committee meetings. During 2015, each of our directors attended at least 75% of the meetings of the Board of Directors and the meetings of the committees of the Board of Directors on which that director served at the time. VAALCO does not have a policy on whether directors are required to attend the Annual Meeting, although all of our directors attended the 2015 annual meeting of stockholders and are expected to attend the 2016 Annual Meeting.

Executive sessions of independent directors are held, at a minimum, in conjunction with each quarterly Board meeting. Any non-employee director can request that an executive session be scheduled. The sessions are scheduled and presided over by the Chairman of the Board.

CORPORATE GOVERNACE

Governance Principles

one year. The Board will review the effectiveness of Directors’ Corporate Governance Principles, which include guidelines for determining director independence and qualifications for directors, are published on VAALCO’s website atwww.VAALCO.com. The website makes available all of VAALCO’s corporate governance materials, including Board committee charters. These materials are also available in print to any stockholder upon request. The Board regularly reviews corporate governance developments and modifies its Governance Principles, committee charters and key practices as warranted.

Board Leadership Structure

Steven P. Guidry became our Chief Executive Officer in 2013 and assumed the role of Chairman of the Board in June 2014. In December 2015, the Board separated the roles of Chief Executive Officer and Chairman of the Board and appointed Andrew L. Fawthrop as Chairman. With his significant experience and working knowledge of the industry and the issues that face VAALCO, our Board believes Mr. Fawthrop is the best person to lead and guide the Board of Directors. Also in December 2015, the Board appointed Michael Keane as Vice Chairman of the Board. The principal responsibilities of the Vice Chairman are to perform the duties of the Chairman in his absences or during any disability or refusal to act and to have and perform such other duties and powers as maythese procedures from time to time be assigned to him by the Board. We believe this provides a beneficial leadership structure for VAALCO and, our stockholders by providing strong leadership from both our management team and Board of Directors.if appropriate, recommend changes.

While the full Board, of Directors, with input from each of its committees, oversees VAALCO’s risk management of risks,function, VAALCO’s management team is responsible for the execution of our day-to-day risk management process. The Audit Committee reviews with management, as well as internal and external auditors, the Company’s business risk management process, including the adequacy of VAALCO’s overall control environment and controls in selected areas representing significant financial and business risk.risk, including cybersecurity. The Audit Committee periodically discusses with management its assessment of various riskswith management and considers the impact of risk on our financial position and the adequacy of our risk-related internal controls. Our Compensation Committee also considers risks that could be implicated by our compensation programs, our Technical and Reserves Committee oversees the evaluation and reporting of the Company’s oil, gas and NGL reserves, and our Nominating and Corporate GovernanceESG Committee annually reviews the effectiveness of our leadership structure. In addition, each of our committeesstructure and manages succession planning. Each Board committee as well as senior management, reports regularly to the full Board.

A key responsibility of our CEO and Board is ensuring that an effective process is in place to provide continuity of Directors.

Director Independence

Itleadership over the long-term. Each year, a review of senior leadership succession is conducted by the policyBoard based upon the recommendation of the Board of Directors that a majority ofESG Committee. During this review, the members ofCEO and the Board be independent. The Board has affirmatively determined that, as to each current, non-employee director nominee (Mr. Brazelton, Mr. Fawthrop, Mr. Keane, Mr. Knapp, Mr. Myersindependent directors discuss candidates for senior leadership positions, succession timing for those positions, and Mr. Pully), no material relationship exists that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each current, non-employee director and non-employee director nominee qualifies as “independent” according to VAALCO’s Corporate Governance Principles, which comply with the Corporate Governance Rules of the NYSE.

Code of Conduct

VAALCO has adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees. In addition, VAALCO has adopted a Code of Ethicsdevelopment plans for the highest-potential candidates. This process forms the basis for ongoing leadership assignments.

Our current board structure separates the roles of Chief Executive Officer and Senior Financial Officers. Both codes are available on VAALCO’s web site at www.VAALCO.com and are available in print upon request. VAALCO has not granted any waivers to these codes. VAALCO intends to post any waivers or amendments to the codes on its web site.

Communicating Concerns to Directors

In order to provide our stockholders and other interested parties with a direct and open lineChairman of communication to the Board, with Mr. Maxwell serving as Chief Executive Officer and Mr. Fawthrop serving as Chairman of Directors, the Board. We believe this leadership structure allows Mr. Maxwell to focus primarily on our day-to-day operations and the implementation of our strategic, financial and management policies and allows Mr. Fawthrop to lead our Board in identifying strategic priorities and discussing execution of Directors has adopted procedures for communications to directors. strategy. The Board currently believes that this distribution of oversight is the best method of ensuring optimal Company performance and risk management.

Our stockholders and other interested persons may communicate withCorporate Governance Principles provide that, in the event the Chairman of our Audit Committee or with our non-employee directors as a group, by written communications addressed in care of Corporate Secretary, VAALCO Energy, Inc., 9800 Richmond Avenue, Suite 700, Houston, Texas 77042.

All communications received in accordance with these procedures will be reviewed initially by our senior management. Senior management will relay all such communications to the appropriateBoard is not an independent director, or when the independent directors unlessdetermine that it is determined that the communication:

	●	does not relate to our business or affairs or the functioning or constitution of the Board of Directors or any of its committees;
	●	relates to routine or insignificant matters that do not warrant the attention of the Board of Directors;
	●	is an advertisement or other commercial solicitation or communication;
	●	is frivolous or offensive; or
	●	is otherwise not appropriate for delivery to directors.

The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board of Directors or one or more of its committees and whether any response to the person sending the communication is appropriate. Any such response will be made only in accordance with applicable law and regulations relating to the disclosure of information.

The Corporate Secretary will retain copies of all communications received pursuant to these procedures for a period of at least one year. The Board of Directors will review the effectiveness of these procedures from time to time and, if appropriate, recommend changes.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we discuss our compensation objectives, our decisions and the rationale behind those decisions relating to 2015 compensation for our executive officers named in the Summary Compensation Table and who we sometimes refer to as the “Named Executive Officers”. All of the Named Executive Officers currently serve as officersbest interests of the Company, except (i) Mr. Scheirman, who retired fromthe independent directors will also appoint a lead independent director. The primary role of the lead independent director would be to ensure independent leadership of the Board, and as President and Chief Operating Officer on June 3, 2015 and remainedwell as to act as a consultant until December 31, 2015; (ii) Ms. Cutrer, who retired as Executive Vice President on January 2, 2016,liaison between the non-management directors and (iii) Mr. Hullinger, the Company’s former Chief Financial Officer. On November 9, 2015, Mr. Hullinger ceased being the Company’s Chief Financial Officer and began serving under the terms of an employment agreement as the Company’s Finance and Accounting Senior Advisor and continued in that role until March 15, 2016.

Objectives of Our Compensation Program

Our executive compensation program is intended to align the interests of our management team with those of our stockholders by motivating our executive officers to achieve strong financial and operating results for us, which we believe closely correlate to long-term stockholder value. In addition, our program is designed to achieve the following objectives:

	●	attract and retain talented executive officers by providing reasonable total compensation levels competitive with that of executives holding comparable positions in similarly situated organizations;
	●	provide total compensation that is justified by individual performance;
	●	provide performance-based compensation that balances rewards for short-term and long-term results and is tied to both individual and the Company’s performance; and
	●	encourage the long-term commitment of our executive officers to us and our stockholders’ long-term interests.

What Our Compensation Program is Designed to Reward – Pay for Performance

Our strategy is to economically increase reserves and production through the exploration, development and production of oil and gas properties with an emphasis on international opportunities. Our compensation program is designed to reward performance that contributes to the achievement of our business strategy on both a short-term and long-term basis. In addition, we reward qualities that we believe help achieve our strategy such as teamwork; individual performance in light of general economic and industry specific conditions; performance that supports our core values; resourcefulness; the ability to manage our existing corporate assets; the ability to explore new avenues to increase oil and gas production and reserves; level of job responsibility; and tenure within the industry.

Although our equity awards generally do not have explicit performance-vesting conditions, they are subject to fluctuations in our stock price and individual performance and contributions have been considered in making the grants. Our Named Executive Officers, who receive a significant amount of their compensation in the form of equity awards, have been subject to the same downward pressure on their realized compensation as our stockholders. The granting of equity to our Named Executive Officers exposes them to the same risks that face our stockholders. Furthermore, a significant portion of the equity awards granted to our Named Executive Officers are in the form of stock options and stock appreciation rights, which we believe are inherently performance-based. By way of illustration, as of April 19, 2016 none of the approximately 3 million stock options and stock appreciation rights that we have granted to our currently-employed Named Executive Officers to date are “in-the-money” even though they were valued at approximately $3.5 million in the aggregate at time of grant.

As with our entire executive team, the value of our CEO’s actual compensation since his hire in 2013 has been significantly tied to the performance of our stock price, with his total realized pay for the last three years representing approximately 38% of his total reported pay.

Elements of Our Compensation Program and Why We Pay Each Element

To accomplish our objectives, our compensation program is comprised of four elements: base salary, cash bonus, long-term equity-based compensation and benefits.

We pay base salary in order to recognize each executive officer’s unique value and historical contributions to our success in light of salary norms in the industry and the general marketplace; to match competitors for executive talent; to provide executives with predictable, regularly-paid income; and to reflect an executive’s position and level of responsibility.

We include an annual cash bonus as part of our compensation program because we believe this element of compensation helps to motivate management to achieve key corporate objectives by rewarding the achievement of these objectives. The annual cash bonus also allows us to be competitive from a total remuneration standpoint. However, given the negative pressure on the Company’s stock during 2015, continued depressed commodity prices, and a desire to preserve cash and maintain liquidity, the Compensation Committee determined that no bonuses be awarded to Mr. Guidry, Mr. McCormack and Mr. Christ and an award of $10,000 be made to Mr. Bounds under the 2015 bonus program.

Long-term equity-based incentive compensation is an important element of our compensation policy because we believe it aligns executives’ interests with the interests of our stockholders; rewards long-term performance; is required in order for us to be competitive from a total remuneration standpoint; encourages executive retention; and gives executives the opportunity to share in our long-term performance. For the annual awards in March 2014 and March 2015, we utilized both option awards and restricted stock awards as components of long-term equity-based incentive compensation for all of the executive officers. In March 2016, we began utilizing both option awards and stock appreciation right (“SAR”) awards as the components of long-term equity-based incentive compensation for our executive officers. Option awards and SAR awards are granted at exercise prices not less than the market value of our common stock on the date of the grant and are not transferable (other than to the holder’s heirs or entities for the benefit of his or her heirs). Therefore, option and SAR awards granted will have no realizable value unless our stock price appreciates in value.

We also offer benefits, such as a 401(k) plan and payment of insurance premiums, in order to provide a competitive remuneration package.

2015 Advisory Vote on Executive Compensation

At our annual meeting in 2015, we offered our stockholders an opportunity for an advisory, non-binding vote on our executive compensation through our “say on pay” proposal. Approximately 97% of the stockholders who voted on the proposal last year approved the compensation to our Named Executive Officers. Based on the overwhelming support demonstrated in last year’s “say on pay” vote, we retained the central elements making up our incentive compensation, which includes an emphasis on long-term equity-based incentives and a targeted cash bonus component that is less than the amounts the Company had awarded historically prior to 2014. The Compensation Committee will continue to consider the outcome for our “say-on-pay” votes and stockholder views when making future compensation decisions for our executive officers.

How We Determine Each Element of Compensation

In determining the elements of compensation, we consider various measures of Company and industry performance including total shareholder return, capital expenditures, additions to reserves of oil and gas, operating costs, safety performance, production and other measures discussed herein. We may from time to time retain an independent compensation consulting firm to assist the Compensation Committee in evaluating the executive compensation program. The Compensation Committee retained Mercer Consulting (“Mercer”), an independent compensation consultant, in 2015 with respect to evaluating executive compensation. The decision to engage Mercer was made by the Compensation Committee and Mercer reported directly to the Compensation Committee; however, at the Compensation Committee’s direction, the consultant worked directly with management to review or prepare materials for the Compensation Committee’s consideration. While engaged as the Compensation Committee’s consultant, Mercer did not perform any services for the Company outside the scope of its arrangement with the Compensation Committee. During 2015, the Compensation Committee reviewed the consultant’s independence and determined that there were no conflicts of interest as a result of the Compensation Committee’s engagement of Mercer. The Compensation Committee did not engage any consultant other than Mercer during 2015 to provide executive compensation consulting services.

In January 2016, the Compensation Committee retained Longnecker & Associates (“Longnecker”), an independent compensation consultant, with respect to evaluating executive compensation for the 2016 compensation cycle. The decision to engage Longnecker was made by the Compensation Committee and Longnecker reported directly to the Compensation Committee; however, at the Compensation Committee’s direction, the consultant worked directly with management to review or prepare materials for the Compensation Committee’s consideration. While engaged as the Compensation Committee’s consultant, Longnecker did not perform any services for the Company outside the scope of its arrangement with the Compensation Committee. In connection with their initial engagement, the Compensation Committee reviewed the consultant’s independence and determined that there were no conflicts of interest as a result of the Compensation

Committee’s engagement of Longnecker. The Compensation Committee has not engaged any consultant other than Longnecker during 2016 to provide executive compensation consulting services.

The scope of both Mercer and Longnecker’s engagement has been to provide a proposed list of peer companies that operate in a similar business to VAALCO, and to analyze peer and market compensation data to provide the Compensation Committee with an assessment of the Company’s top executive positioning compared to the market. Specifically, Mercer and Longnecker’s roles have been to:

●

Conduct a market analysis of the following compensation element versus proxy peers:

	●	Base salary;
	●	Annual cash bonus;
	●	Total cash compensation (base plus annual cash bonus);
	●	Long-term incentives (LTI); and
	●	Total direct compensation (total cash plus LTI).

●

Evaluate prevalence of the following compensation elements at peers:

	●	Annual incentive design elements (e.g. metrics, leverage);
	●	Long-term incentive vehicles used and design elements;
	●	Outline key executive compensation trends and regulatory, legislative, and governance considerations (e.g. say on pay);
	●	Summarize potential refinement opportunities;
	●	Preview the materials with the Compensation Committee Chair, and management as appropriate; and
	●	Present materials to the Compensation Committee.

How Elements of Our Compensation Program are Related to Each Other

We view the various components of compensation as related but distinct and emphasize “pay for performance” with a significant portion of total compensation reflecting a risk aspect tied to long- and short-term financial and strategic goals. In 2014, based on the report of our compensation consultant and the compensation practices of our peers, we decided to proportionately reduce potential cash bonus compensation for our executives while increasing potential equity-based incentive compensation. We believe this shift still provides a competitive, attractive cash bonus opportunity for our executives while also more closely aligning their interests with those of our stockholders. In 2016, in an effort to minimize share dilution while still providing equity-based incentive compensation that we believe is competitive with the market for executives, we adopted the VAALCO Energy, Inc. 2016 Stock Appreciation Rights Plan (the “SAR Plan”). Other than as noted above, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between long-term and annually paid-out compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

Market Comparisons

To assist the Compensation Committee, an executive compensation assessment was compiled by Mercer in January 2015 and provided to VAALCO. The Mercer report was used by the Compensation Committee to help determine base salary for 2015, grants of incentive compensation and for determining target bonus compensation that could be earned in 2015, but paid in 2016.

The peer group recommended by Mercer that was used with respect to compensation decisions made in 2015 was assembled by a screening process to assemble a group of public exploration and production companies with revenues comparable to the Company’s revenues. The analysis resulted in the following set of 11 peers:

Apco Oil & Gas International	Gran Tierra Energy Inc.	Petroquest Energy, Inc.
BPZ Resources Inc.	Gulfport Energy Corp.	TransGlobe Energy Corporation
Contango Oil and Gas Co.	Hyperdynamics Corp.	TransAtlantic Petroleum Ltd.
Erin Energy Corporation	Oando Energy Resources Inc.

In February 2016, Longnecker re-evaluated the peer group. Following its re-evaluation, Longnecker recommended that the Compensation Committee (i) remove Hyperdynamics Corp. due to its low enterprise value, (ii) remove Apco Oil & Gas International due to its acquisition by Pluspetrol during 2015 and (iii) remove BPZ Resources, Inc. due to its bankruptcy. Longnecker, seeking out peer companies meeting the revenue requirements but also in alignment with the Company’s focus on international offshore exploration and development, also recommended to the Compensation Committee that it replace the removed peers with the following three companies: Bowleven plc, Harvest Natural Resources Inc. and Ophir Energy plc. The Compensation Committee adopted the recommendations of Longnecker with respect to the changes to the peer group and utilized the revised peer group in making its compensation determinations in March 2016.

With the new peer group adopted by the Compensation Committee, nine of the 11 peers had significant non-United States operations and five of the peer companies have significant West African properties, which is the Company’s current focus.

Although the Compensation Committee retained Mercer in 2015 and Longnecker in 2016 to conduct a peer group analysis, and also reviewed other survey information, ultimately many of the compensation decisions are qualitative and not quantitative, and take into consideration the unique international nature of our operations, competitive conditions in our industry, competitive conditions for executive talent and other factors discussed below. We do not set specific benchmarks but rather use peer group information to check our compensation decisions for reasonableness.

Base Salary

At its regularly scheduled meeting in March of each year, the Compensation Committee meets to review the base salaries of our executive officers.

In setting base salaries, the Compensation Committee seeks to maintain stability and predictability from year to year, and usually makes percentage increases based on its view of the cost of living and competitive conditions for executive talent in the oil and gas business. The Compensation Committee also considers subjective factors in setting base salary, including individual achievements, our performance, level of responsibility, experience, leadership abilities, increases or changes in duties and responsibilities and contributions to our performance.

In March 2015, utilizing knowledge of competitive conditions in the industry, the Compensation Committee determined to keep the 2015 base salaries for our Named Executive Officers at that time at the previous levels set for 2014, which were as follows: $500,000 for Mr. Guidry, $496,173 for Mr. Scheirman, $333,828 for Mr. Hullinger and $300,132 for Ms. Cutrer.

In connection with their respective appointments in January 2015, July 2015 and November 2015 and pursuant to the terms of their employment agreement, which were reviewed and approved by the Compensation Committee, the annual base salaries of Mr. Christ, Mr. Bounds and Mr. McCormack were established at $265,000, $340,000 and $325,000, respectively.

In March 2016, given the current downturn in the energy industry more generally, the Compensation Committee again determined to keep the 2016 base salaries for our four Named Executive Officers at current levels.

Bonus

Our executive officers, senior management and other non-management personnel have the potential to receive a meaningful cash bonus if annual financial and operational objectives or goals, pre-established by the Compensation Committee, are met.

At a meeting, usually prior to the end of the year, our Board of Directors approves the operating budget and financial forecast for the ensuing fiscal year. Based on the budget and forecast, at their meeting in the first quarter of the following year, the Compensation Committee sets various targets for financial and non-financial measures such as oil and gas production levels, operating expenses, safety performance, resource additions and total shareholder return. During the first

quarter of each year, following a preliminary determination of our financial and operating results, our Compensation Committee meets to establish bonus compensation for the previous year and to formally establish the bonus program goals for the current year.

In determining the incentive bonuses earned, the Compensation Committee gives substantial weight to our achievement of the Company goals and objectives set out in our budget for the preceding year, in addition to individual goals and objectives for each executive. Typically, approximately 60% of the target bonus for each executive officer is based on corporate goals while approximately 40% of the target bonus is based on individual performance and accomplishments. The target bonus percentages, as a percentage of an individual’s annual base salary, established for our Named Executive Officers for 2015 was as follows: Mr. Guidry – 100%; Mr. Bounds – 75%; Mr. McCormack – 65%; Mr. Christ – 50%; Mr. Scheirman – 75%; Mr. Hullinger – 68%; and Ms. Cutrer – 50%.

The Compensation Committee established the following corporate performance goals in March 2015 for the fiscal year 2015 bonus program:

	●	Achieve average daily net oil and gas production of 4,560 barrels of oil equivalent (Boe) (actual was 4,628 Boe per day);
	●	Achieve direct operating costs of $18.85 per barrel (actual was $17.83 per barrel);
	●	Achieve a Total Recordable Incident Rate of 0.82 (actual was 0.48);
	●	Achieve Resource Additions of 6 MMBOE (actual was 0 MMBOE);
	●	Capital Expenditures of $70 million for an approved set of projects (actual was $87.3 million); and
	●	Total Shareholder Return in the second quartile of the Peer Group (actual was third quartile).

Each executive officer’s individual contribution to the above goals was also evaluated. Under the formulaic application of the Company’s results as measured against the corporate performance goals, a payout of 88% of target was achieved under the corporate performance component of the 2015 bonus program. However, given the negative pressure on the Company’s stock during 2015, continued depressed commodity prices, and a desire to preserve cash and maintain liquidity, the Compensation Committee determined that no bonuses be awarded to Mr. Guidry, Mr. McCormack and Mr. Christ and a $10,000 award be made to Mr. Bounds under the 2015 bonus program.

Pursuant to the terms of the agreements governing their respective separations from the Company entered into in October 2016 and November 2016, Mr. Hullinger and Ms. Cutrer were awarded bonuses in March 2016 in the amounts of $113,492 and $112,550, respectively.

Long-Term Equity-Based Incentives

We believe formal long-term equity incentive programs are valuable compensation tools and are consistent with the compensation programs of the companies in our peer group. We maintain (i) the VAALCO Energy, Inc. 2014 Long-Term Incentive Plan (the “2014 LTIP”), which permits the grant of our stock, options, restricted stock, restricted stock units, phantom stock, stock appreciation rights and other awards, any of which may be designated as performance awards or be made subject to other conditions and (ii) the VAALCO Energy, Inc. 2016 Stock Appreciation Rights Plan (the “SAR Plan”), which permits the grant of stock appreciation rights (“SARs”). We believe that long-term equity-based incentive compensation is an important component of our overall compensation program because it:

	●	balances short and long-term objectives;
	●	aligns our executives’ interests with the long-term interests of our stockholders;
	●	rewards long-term performance relative to industry peers;
	●	makes our compensation program competitive from a total remuneration standpoint;
	●	encourages executive retention; and
	●	gives executives the opportunity to share in our long-term value creation.

The Compensation Committee administers our long-term incentive plans and performs functions that include selecting award recipients, determining the timing of grants and assigning the number of shares subject to each award, fixing the time and manner in which awards are exercisable, setting exercise prices and vesting and expiration dates. For compensation decisions regarding the grant of equity compensation to executive officers, our Compensation Committee considers recommendations from our Chief Executive Officer. Typically, awards vest over multiple years, butBecause our Chair of the CompensationBoard is an independent director, our Board has determined that a lead independent director is not necessary at this time.

We believe a rigorous Board evaluation process is important to ensure the ongoing effectiveness of our Board. To that end, our ESG Committee maintainsis responsible for annually assessing the discretionary authorityperformance of the Board. As part of the evaluation, the ESG Committee reviews areas in which the ESG Committee or our management believe the Board can make a better contribution to vest the equity grant immediately ifgovernance of the Company. Additionally, each of our Board committees conducts an annual self-evaluation of its performance.

Our insider trading policy also prohibits our officers, directors and employees from engaging in hedging activities or other short-term or speculative transactions in the Company’s securities such as zero-cost collars and forward sale contracts. We believe that these hedging transactions would allow the persons covered by our insider trading policy to own our securities without the full risks and rewards of ownership, which could result in misalignment between our general shareholders and the individual situation merits.engaging in the hedge. In the event ofaddition, our insider trading policy prohibits all covered persons from pledging our securities or using them as collateral for a change of control, all outstanding equity-based awards will immediately vest.

Beginning in 2014, based on the peer data provided by Mercer and to more closely align the interests of stockholders and our executive officers, the Compensation Committee determined to increase long-term equity-based incentives as a percentage of total compensation. While historically the Company had exclusively used stock options to incentivize its senior executives, starting in 2014 and based on recommendations from Mercer, the Company issued a combination of stock options and restricted stock. In March 2014, the Compensation Committee approved the 2014 LTIP in order to ensure availability of equity incentive awards and the 2014 LTIP was approved by the Company’s stockholders in June 2014. In March 2016, the Compensation Committee approved the SAR Plan in order to ensure availability of equity incentive awards that were not dilutive to the Company’s existing stockholders.

We have no set formula for granting awards to our executivesloan or employees. In determining whether to grant awards and the amount of any awards, we take into consideration discretionary factors such as the individual’s previous and expected future performance, level of responsibilities, retention considerations, and the total compensation package.

In March 2015, the Named Executive Officers of the Company received the following long-term incentives: Mr. Guidry received 233,350 stock options and 60,250 shares of restricted stock; Mr. Scheirman received 115,800 stock options and 29,900 shares of restricted stock; Mr. Hullinger received 109,050 stock options and 28,200 shares of restricted stock; Ms. Cutrer received 70,050 stock options and 18,100 shares of restricted stock; and Mr. Christ received 74,200 stock options and 19,200 shares of restricted stock. One-third of the awarded options vested immediately on the date of grant, with the remainder vesting equally on the first and second anniversaries of the date of grant. The restricted stock awards vest in three equal tranches on the first, second and third anniversaries of the date of grant. In addition, as part of competitive compensation arrangements, we also provided awards of stock options and restricted stock to Mr. Bounds, our Chief Operating Officer, and Mr. McCormack, our Chief Financial Officer, effective upon their respective dates of hire in July 2015 and November 2015.

In March 2016,a margin account without the Named Executive Officers of the Company received the following long-term incentives: Mr. Guidry received 352,125 stock options and 352,125 SARs; Mr. Bounds received 179,580 stock options and 179,580 SARs; Mr. McCormack received 171,675 stock options and 171,675 SARs; and Mr. Christ received 111,975 stock options and 111,975 SARs. One-third of the awarded options vested immediately on the date of grant, with the remainder vesting equally on the first and second anniversaries of the date of grant. The SARs vest in three equal tranches on the first, second and third anniversaries of the date of grant, are settled in cash and have a maximum cash value of 300% of the stated exercise price.

Benefits

We provide company benefits or perquisites that we believe are standard in the industry to allconsent of our employees, including the Named Executive Officers. These benefits consist of a group medicalBoard. For additional information, see “Compensation Discussion and dental insurance program for employeesAnalysis—Other Compensation Information—Prohibition on Hedges and their qualified dependents, which is currently paid for entirely by the Company, and a 401(k) employee savings plan. We also currently make matching contributions of up to 6% of each participant’s salary. The Company pays all administrative costs to maintain the 401(k) plan. We do not provide employee life insurance amounts surpassing the Internal Revenue Service maximum.

Assessment of Risk

The Compensation Committee is aware of the need to take risk into account when making compensation decisions. By design, our compensation program for executive officers is designed to avoid excessive risk taking. In particular, incentive awards are not locked in to specific metrics, but rather, after review of performance relative to these metrics, the Compensation Committee determines final incentive awards in their discretion.

Accounting and Tax Considerations

We have structured our compensation program to comply with Internal Revenue Code Sections 162(m) and 409A. Under Section 162(m) of the Internal Revenue Code, a limitation was placed on tax deductions of any publicly-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. If an executive is entitled to nonqualified deferred compensation benefits that

are subject to Section 409A, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. In such case, the service provider is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income. We have no employees with non-performance based compensation paid in excess of the Internal Revenue Code Section 162(m) tax deduction limit. However, we reserve the right to use our judgment to authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate and in the best interest of the stockholders, after taking into consideration changing business conditions or the executive’s individual performance and/or changes in specific job duties and responsibilities.

All equity awards to our employees, including executive officers, and to our directors have been granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with ASC Topic 718.

Termination of Employment Arrangements

Other than our employment agreements with Mr. Guidry, Mr. Bounds, Mr. McCormack and Mr. Christ and employment agreements with certain of our expatriate employees working in West Africa, we have no employment contracts with any person that requires more than 30 days’ notice of termination. Employment contracts with expatriates typically require a longer notice period, such as 90 days, and the payment of the cost to relocate the expatriate back to their home base, along with their personal effects. Additionally, our local Gabonese and Angolan employees work under contracts complying with the respective local labor codes, which may in certain circumstances require the payment of post-termination severance.

The Company also adopted a Severance Plan in August 2015 that covers employees that are based our corporate headquarters in Houston, Texas that are not executive officers. The Severance Plan provides for a benefit of one week of base salary for every year of eligible service (a minimum of four weeks and a maximum of twelve weeks base salary), an additional two weeks of base salary for those employees over the age of forty, and the payment of extended health insurance premiums for a period of three months.

Pledges.”

The Board of Directors believes that it is in the best interestinterests of the Company and its stockholdersshareholders to align the financial interests of the officers of the Company and non-employee members of the Board with those of the Company’s stockholders. Inshareholders. To effect this, regard, in December 2014 the Board adoptedenforces minimum stock ownership guidelines.

The guidelines that require that the individuals covered by the policy mustnoted below hold an interest in the Company’s shares equal to the following:

stock as follows:

Each officer or non-employee director has five years from the adoption of the policy or date of appointment, whichever is later, to attain compliance with the ownership requirement and, until a covered individual is in compliance, that individual must retain an amount equal to 60% of the net shares received since appointment as a result of the exercise, vesting or payment of any Company equity awards granted. If, for any reason, an individual’s ownership falls below their ownershipthe requirement, that individual is again required to retain 60% of any future awards until the ownership requirement is again attained. The 60% threshold was determined based on an estimate of the amountnumber of shares that would remain after disposing of enough shares to satisfy tax withholding requirements.

requirements for the vesting of restricted shares.

Compliance with this policy by each officer is reviewed by the Nominating and GovernanceESG Committee on an annual basis, and the Nominating and GovernanceESG Committee may exercise its discretion in response to any violation of this policy andpolicy. In addition, the Compensation Committee will take into account compliance with the requirements in determining grants of long-termlong term incentive plan awards or annual equity retainers. To date, the Nominating and GovernanceESG Committee has not found any violations under the policy.

We currentlyhave adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Both codes are available on our website at www.VAALCO.com. Our website also includes copies of the other corporate governance policies we have adopted, including our Corporate Governance Principles, as well as the charters of our Audit, Compensation and ESG Committees. Print copies of these documents are available upon request by contacting our investor relations group.

For this proposal, abstentions will have no effect on the vote. Broker non-votes are not applicable to the proposal because your broker has discretionary authority to vote your shares of common stock in the absence of affirmative instructions from you with respect to this proposal.

For the year ended December 31, 2022, audit fees paid by us to BDO were for the integrated audit of our annual incentive bonusesfinancial statements, registration statements, regulatory filings in the UK, and the review of our quarterly financial statements. For the year ended December 31, 2021, audit fees paid by us to BDO were for the audit of our annual financial statements, registration statements, and the review of our quarterly financial statements.

For the year ended December 31, 2022, audit-related fees paid by us to BDO were for the agreed upon procedures. For the year ended December 31, 2021, audit-related fees paid by us to BDO were for the financial statement audits of an acquired business and agreed upon procedures. There were no tax fees or equity awards other thanfees paid by us to BDO for the years ended December 31, 2022 and 2021.

Although this vote is non-binding, the Board and the Compensation Committee value the views of our shareholders and will review the results. If there are a significant number of negative votes, we will take steps to understand those requiredconcerns that influenced the vote, and consider them in making future decisions about executive compensation.

The biography of Mr. Maxwell, who currently serves as a director, is set forth above under Sarbanes-Oxley legislation.“Proposal No. 1—Election of Directors—Director Nominee Information and Qualifications.”