Megan Dick
TALOS ENERGYAbout Megan Dick
Megan Dick is Executive Vice President and Chief Human Resources Officer at Talos Energy, promoted effective August 1, 2025, after serving as Vice President, Human Resources since July 2014; she has 23 years of HR experience, including 17 years in oil & gas, with prior roles at Aurora Oil & Gas and seven years at Cameron International. She holds a Bachelor of Arts from the University of Texas at Austin . Company performance context during her tenure includes multi-year revenue and EBITDA growth, helpful for pay-for-performance alignment analysis (see table). For 2022–2024, Talos reported revenues and EBITDA as below; Talos also disclosed that 2022–2024 PSU cycles tied to absolute TSR and PVI paid 0% (below threshold), highlighting rigorous long-term performance hurdles .
Company performance (context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,648,492,000* | $1,455,435,000* | $1,972,191,000* |
| EBITDA ($USD) | $975,111,000* | $1,001,883,000* | $1,239,388,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Talos Energy | VP, Human Resources | July 2014–Aug 2025 (promotion) | Built HR processes during growth and acquisitions; continuity into EVP CHRO role |
| Aurora Oil & Gas | Human Resources Manager | Not disclosed | HR leadership during corporate lifecycle; company later acquired by Baytex |
| Cameron International | HR roles of increasing responsibility | Seven years | Global HR experience foundation in energy services |
External Roles
No public company directorships or external board roles were disclosed for Ms. Dick in available filings .
Fixed Compensation
Not disclosed for Ms. Dick. Talos’s 2025 proxy presents detailed compensation for 2024 Named Executive Officers (NEOs), but Ms. Dick was not an NEO for 2024 and her compensation was not itemized there .
Performance Compensation
Company incentive framework (applies to NEOs; senior executives typically align to the same AIP/LTI architecture):
- Annual Incentive Plan (AIP) 2024 metrics and weightings: Adjusted Free Cash Flow Generation (50%), Year-End Net Debt Balance (10%), Average Daily Production (20%), Safety (TRIR/SIFR) (15%), Environmental (GHG & Methane) (5) . Actual 2024 payout certified at 133.3% of target .
| Performance Measure | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow Generation ($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; SIFR hurdle) | 15% | TRIR <0.55 | TRIR <0.45 | TRIR <0.35 | TRIR 0.36; SIFR 0.03 (<0.15 hurdle) | 28.5% |
| Environmental (GHG reduction %) | 5% | 0.0% | (2.5)% | (5.0)% | (1.2)% | 5.0% |
| Total AIP Payout | 100% | — | — | — | — | 133.3% |
Long-term incentives (structure):
- PSUs: Hybrid design introduced in 2024 — three-year performance period, payout range 0–200%, based on cumulative absolute TSR and relative TSR versus a defined performance peer set (e.g., CRC, MGY, MTDR, MUR, etc.) .
- RSUs: Typically vest 1/3 annually over three years (e.g., March 2025/2026/2027 for 2024 grants) .
Vesting and change-of-control treatment (NEO award agreements):
- RSUs: Death/Disability or CIC within one year → full vest; otherwise pro-rata vesting for tranches due within 12 months or prorated by time since last vest .
- PSUs: Death/Disability → pro-rata earned based on actual (2022/2023 PSUs) or target (2024 PSUs) performance; without CIC → deemed service met for a pro-rata portion at target, settled on actuals at period end; CIC within one year → earned on greater of target or actual through CIC date .
Recent performance outcome signal:
- 2022–2024 PSU cycles tied to absolute TSR and PVI both certified below threshold (0% payout), indicating a rigorous long-term hurdle historically .
Equity Ownership & Alignment
- Stock ownership guidelines: Other Senior Executives must hold stock equal to 1x base salary; CEO 6x; NEOs 3x; Non-employee directors 5x retainer. Executives are expected to achieve compliance within five years; unearned PSUs/options excluded; policy includes quarterly reviews and potential holding requirements if not compliant .
- Anti-hedging and anti-pledging: Company insider trading policy prohibits hedging and pledging for insiders .
- Options: Company did not grant stock options in 2024 and generally avoids timing around MNPI releases .
- Beneficial ownership for Ms. Dick: Not disclosed in proxy/filings reviewed; no Form 4 transactions identified in our document search. Note: Ms. Dick is named as an attorney-in-fact in several Section 16 powers of attorney designations, authorizing filings on behalf of officers/directors, which is administrative and not indicative of her trading activity .
Employment Terms
- Appointment: Promoted to EVP & CHRO effective August 1, 2025; employed at Talos since July 2014 .
- Severance plan framework (NEOs; applicability to other senior executives not explicitly stated):
- Without Cause/Good Reason: 1.5x base salary + target bonus, pro-rata current year bonus, prior year earned bonus, COBRA subsidy up to 18 months .
- CIC (double trigger within 24 months): 2.0x base salary + greater of current/at-CIC target bonus, pro-rata current year bonus, prior year earned bonus, COBRA subsidy up to 18 months .
- Death/Disability: prior-year earned bonus + pro-rata current year bonus .
- Equity acceleration on termination/CIC: RSU and PSU provisions summarized above under Performance Compensation .
- Clawback: Executive Compensation Clawback Policy adopted in 2023 compliant with Exchange Act Section 10D and NYSE rules, covering incentive comp earned/paid in the prior three completed fiscal years in case of restatement; applies to current and former executive officers .
- Perquisites/tax gross-ups: Company states “No excessive perquisites” and “No tax gross-ups” as part of governance practice .
Investment Implications
- Alignment: The company’s robust ownership guidelines (1x base for senior execs) and prohibitions on hedging/pledging reduce misalignment risk and potential collateral-driven selling by executives; Ms. Dick’s compliance status is not disclosed but policy is reviewed quarterly .
- Incentive rigor: 2024 AIP payout of 133.3% reflected strong FCF and safety performance; yet multi-year PSUs tied to TSR/PVI paid 0% for 2022–2024, indicating high long-term hurdles and reducing windfall risk — constructive for investors assessing pay-for-performance integrity .
- Retention and vesting cadence: RSUs vest over three years; retention RSUs granted in 2024 for executives vest 1/3 annually starting 2025/2026/2027, which can create periodic sellable events but also support retention through staggered vesting; CIC treatment is double-trigger, mitigating single-trigger “golden parachute” concerns .
- Governance protections: The clawback policy and anti-pledging measures, combined with clear severance multiples and double-trigger requirements, lower downside governance risk and signaling risk from executive turnover. Ms. Dick’s elevation to EVP & CHRO amid broader leadership changes supports organizational continuity across HR processes crucial to integration and execution in offshore E&P .