Zachary Dailey
TALOS ENERGYAbout Zachary Dailey
Executive Vice President and Chief Financial Officer of Talos Energy, effective August 18, 2025; age 43. Dailey brings 17+ years of oil and gas experience, including nearly a decade at Marathon Oil where he served as Vice President, Controller and Chief Accounting Officer, Vice President Internal Audit, Investor Relations leadership, Operations Planning, Business Development, Regional VP (Bakken), and CEO Advisor; he holds a BA from Vanderbilt and an Executive MBA from the University of Denver . Company performance context: Talos reported LTM Adjusted EBITDA of $1,320.3 million and Net Debt/EBITDA of 0.7x as of September 30, 2025 , and highlighted 2024 achievements including beating quarterly consensus on production, Adjusted EBITDA and Adjusted Free Cash Flow, record production, and the lowest leverage ratio in company history . Q3 2025 Adjusted EBITDA attributable to Talos Energy Inc. was $301.2 million, with quarterly EBITDA reconciliation disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marathon Oil (MRO) | VP, Controller & Chief Accounting Officer | May 2024–Nov 2024 | Principal accounting officer during acquisition period; oversight of financial reporting and controls . |
| Marathon Oil | VP, Internal Audit | Mar 2022–May 2024 | Led audit function; governance, risk, and control strengthening . |
| Marathon Oil | Growth Director – Business Development | Mar 2021–Mar 2022 | Portfolio growth and transactions . |
| Marathon Oil | Director, Operations Planning | May 2020–Mar 2021 | Production/operations planning and capital allocation support . |
| Marathon Oil | Regional VP – Bakken | Sep 2018–May 2020 | Asset leadership; operational execution . |
| Marathon Oil | Advisor to the President & CEO | Jul 2018–Sep 2018 | Strategic advisory at CEO level . |
| Marathon Oil | VP / Co-Head & Director of Investor Relations | Feb 2015–Jul 2018 | Capital markets communication; investor engagement . |
| LINN Energy; Berry Petroleum; Morgan Keegan & Co. | Finance leadership roles | Pre-2015 | Corporate finance, capital markets, energy coverage . |
External Roles
No public company directorships or external board committee roles disclosed in Talos filings for Dailey .
Fixed Compensation
| Element | Value | Terms |
|---|---|---|
| Base Salary | $450,000 | Annualized; paid per normal payroll . |
| Target Bonus % | 80% of base | Eligible under short-term incentive program; performance objectives determined by Company; prorated for 2025 . |
| Benefits | Executive plans eligibility | Eligible for Talos executive benefit plans, including Severance Plan participation and customary indemnification agreement . |
| Indemnification | Customary D&O indemnification | Form previously approved; referenced to 10-K Exhibit 10.12 . |
Performance Compensation
Annual Incentive Program – Company 2024 Metrics (Program design context)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual 2024 | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow Generation ($MM) | 50% | 300 | 400 | 500 | 447 | 73.4% . |
| Year-End Net Debt ($MM) | 10% | 1,350 | 1,250 | 1,150 | 1,242 | 10.8% . |
| Average Daily Production (Mboe/d) | 20% | 88 | 93 | 96 | 90.8 | 15.5% . |
| Safety – TRIR (rate); SIFR hurdle | 15% | <0.55 | <0.45 | <0.35 | TRIR 0.36; SIFR 0.03 → 190% safety achievement | 28.5% . |
| Environmental – GHG reduction (%); Methane hurdle (%) | 5% | 0.0% | (2.5)% | (5.0)% | GHG (1.2)% and Methane (10)% → 100% env. achievement | 5.0% . |
| Total | 100% | — | — | — | — | 133.3% payout . |
Note: Dailey’s 2025 AIP metrics and payout are not disclosed; his 2025 AIP eligibility is prorated with performance objectives set by the Company .
Long-Term Incentives (2025 appointment awards)
| Award Type | Grant Value | Metric | Vesting | Notes |
|---|---|---|---|---|
| RSUs | ~$279,453 | Time-based | 1/3 on each of first three anniversaries of grant | 2025 RSU Award under 2021 LTIP . |
| PSUs (Target) | ~$279,453 | Relative TSR | 3-year performance (2025–2027) | Terms match PSUs granted to similarly situated executives earlier in 2025 . |
Program governance and guardrails:
- No stock options granted in 2024; options are not currently part of the program .
- Clawback policy compliant with SEC/NYSE Section 10D; recovery of incentive comp upon restatement for the prior 3 completed fiscal years .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging of Company securities .
- No single-trigger change-in-control payments or vesting; double-trigger required under LTIP .
Equity Ownership & Alignment
| Item | Policy / Status |
|---|---|
| Stock Ownership Guidelines | CEO: 6x base; All Other NEOs: 3x base; Other senior execs: 1x base; Directors: 5x annual cash retainer. 5-year compliance window; counts unvested time-based RS/RSUs but excludes unearned PSUs/options . |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited for directors, officers, employees and designees . |
| Beneficial Ownership | Dailey’s share ownership at appointment not disclosed in filings cited here . |
Employment Terms
| Term | Detail |
|---|---|
| Severance Plan Participation | Tier 2 Executive under Talos Amended & Restated Executive Severance Plan . |
| Severance – Qualifying Termination (No CIC) | Lump sum = 1.5x (Base Salary + Target Annual Bonus); earned but unpaid prior-year bonus; pro-rata current-year bonus (based on actual performance); COBRA subsidy up to 18 months; release required; confidentiality, non-solicitation, non-disparagement covenants . |
| Severance – CIC Double-Trigger (within 24 months of CIC) | Lump sum = 2.0x (Base Salary + greater of pre-termination or pre-CIC Target Annual Bonus); earned prior-year bonus; pro-rata current-year bonus; COBRA subsidy up to 18 months; release required . |
| Definitions / Multiples | Tier 2 Applicable Severance Multiple: 1.5; CIC Severance Multiple: 2.0; pro-rata bonus mechanics and release timing defined; Section 409A compliance noted . |
| Indemnification | Enters customary D&O indemnification agreement effective upon commencement . |
Investment Implications
- Pay-for-performance alignment: AIP and PSUs are explicitly tied to quantitative outcomes (FCF, net debt, production, safety, emissions; and relative TSR for PSUs), with double-trigger CIC treatment, anti-hedging/pledging, and robust clawback—collectively signaling shareholder-friendly governance and incentive design .
- Retention risk and selling pressure: RSUs vest ratably over three anniversaries, and PSUs cliff-vest based on 2025–2027 relative TSR; blackout periods and anti-hedging/pledging reduce immediate liquidity actions, while stock ownership guidelines require building/maintaining positions (3x base for CFO) over up to five years .
- Change-of-control economics: Tier 2 multiples (1.5x no-CIC; 2.0x CIC) are moderate by industry standards and include pro-rata bonuses and COBRA, limiting windfalls and supporting continuity; no single-trigger vesting reduces opportunistic outcomes .
- Execution context: Talos remediated internal control material weaknesses by year-end 2024 and maintained disciplined financial performance (record production; leverage reduction; LTM Adjusted EBITDA $1.32B; Net Debt/EBITDA 0.7x), positioning the CFO role at the nexus of control rigor and capital discipline .
- Shareholder sentiment: 2024 say-on-pay approval was ~88%, and compensation peer and TSR peer frameworks are documented—suggesting investor acceptance of program design; Dailey’s awards follow established structures .