Darren Olagues
About Darren Olagues
Darren J. Olagues is Talen Energy’s Chief Development Officer (CDO), age 54, appointed in October 2024 to lead corporate strategy and development . He brings 25+ years in energy, including CFO and Senior Advisor at GenOn Energy (Dec 2018–Feb 2024) and prior leadership at Cleco (President & CEO of Cleco Corporate Holdings; President of Cleco Power), Exelon, and Sithe Energies; he holds a bachelor’s in Accounting and Business/Management from Tulane University . During his initial tenure window as a public company, TLN reported 2024 Net Income of $1,013 million, Adjusted EBITDA of $770 million, and a Company TSR value of $158.02 on a fixed $100 investment from listing (July 10, 2024) to year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GenOn Energy | Chief Financial Officer; Senior Advisor; Director (current) | CFO/Senior Advisor: Dec 2018–Feb 2024; Director: current | Financial leadership and advisory at IPP; ongoing board-level oversight |
| Cleco Corporate Holdings | President & CEO | Prior to GenOn | Led $4.7 billion take-private transaction (value creation track record) |
| Cleco Power | President | Prior to GenOn | Operational leadership within regulated utility platform |
| Exelon Corporation | Financial leadership roles | Prior to Cleco | Large-cap utility/IPP finance and execution experience |
| Sithe Energies | Financial leadership roles | Prior to Cleco | Merchant generation finance and development exposure |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GenOn Energy | Director | Current | Board service alongside prior CFO/Senior Advisor tenure |
Fixed Compensation
- Not disclosed in TLN’s FY2024 proxy for Olagues (he was not a Named Executive Officer in 2024) .
Performance Compensation
| Award Type | Grant/Transaction Date | Number at Grant | Vesting | Performance Metric | Payout Range | Notes |
|---|---|---|---|---|---|---|
| RSUs (initial) | 10/02/2024 | 18,487 | Cliff vest on 05/17/2026 | Service-based | N/A | Reported on Form 3 |
| RSUs (2025) | 02/28/2025 | 1,784 | Cliff vest on 02/28/2027 | Service-based | N/A | Form 4; issued under 2023 Equity Plan |
| PSUs (2025) | 02/28/2025 | 12,786 (max 200%) | Cliff vest on 02/28/2027 | Company performance goals (PSUs under 2023 Equity Plan) | 0–200% of target; plus 3% market-cap “kicker” above maximum | Form 4 states maximum-level disclosure and 3% kicker allocation |
- Company PSU design (2023 grants to NEOs) references Adjusted Equity Value hurdles per share: threshold $42.35, target $52.52, maximum $73.69, with a 1% market-cap kicker above maximum distributed among executives; 0–200% payout with linear interpolation . Note: These hurdles were disclosed for 2023 awards to NEOs; Darren’s 2025 PSUs follow the Plan, but his Form 4 specifies a 3% kicker for the 2025 grant .
- Company short‑term incentive metrics emphasize safety, operating performance, Adjusted EBITDA, and Adjusted Free Cash Flow .
Equity Ownership & Alignment
| Category | Units/Shares | Vesting Status | Ownership/Alignment Notes |
|---|---|---|---|
| RSUs (initial) | 18,487 | Unvested; cliff on 05/17/2026 | Service-conditioned; settlement in shares or cash at Committee discretion |
| RSUs (2025) | 1,784 | Unvested; cliff on 02/28/2027 | Service-conditioned |
| PSUs (2025) | 12,786 (max 200%) | Unvested; cliff on 02/28/2027 | Performance-conditioned with 0–200% plus 3% market-cap kicker above max; numbers disclosed at maximum level |
| Potential Ownership vs Shares Outstanding | Up to 33,057 units (RSUs+PSUs at max) | Contingent | Potential units ~0.073% of 45,509,780 shares outstanding (if all vested at max; PSUs contingent) |
| Stock Ownership Guidelines | 3× base salary for executive officers | Transition period allowed | Values include unvested RSUs/PSUs; holding restrictions on 2023 awards intended to support compliance |
| Hedging/Pledging | Prohibited | Policy in force | No pledging; no margin accounts; no publicly traded options; blackout periods apply |
Employment Terms
- Company employment agreements (for NEOs) feature three‑year terms, non‑compete and non‑solicit during employment and for 12 months thereafter, and confidentiality/non‑disparagement provisions; severance typically equals one times base salary plus target annual bonus (CEO at two times) payable over 12–24 months; pro rata bonus upon death/disability . Olagues’ specific employment agreement terms were not disclosed in the proxy/8‑Ks.
- Equity treatment on termination/CIC for NEOs: pro‑rata RSU vesting and PSU performance‑period reduction (non‑CEO) or full RSU vesting and PSU time‑vesting (CEO) for certain terminations; full acceleration upon Change in Control with PSUs vesting based on implied Adjusted Equity Value .
- Say‑on‑pay (2024 NEO compensation) approval: 34,207,624 For / 3,002,189 Against / 201,340 Abstain; annual frequency supported .
Performance & Track Record
- Transaction execution: As CDO, Olagues signed TLN acquisition agreements (e.g., Caithness assets) for Talen Generation in Q2 2025 exhibits, evidencing active M&A/development leadership .
- Company Pay‑vs‑Performance snapshot: 2024 TSR value $158.02 (vs peer group $109.11), Net Income $1,013mm, Adjusted EBITDA $770mm, with “compensation actually paid” driven largely by equity fair value changes under ASC 718 .
Board Governance and Compensation Committee
- Compensation Committee: Anthony Horton (Chair), Gizman Abbas, Karen Hyde; independent under Nasdaq; LB & Co. serves as independent compensation consultant .
- Compensation peer group includes IPPs and utilities such as Constellation, Vistra, NRG, PPL, and others; reviewed annually .
Compensation Structure Analysis
- Mix emphasizes at‑risk equity (RSUs/PSUs) and STI tied to operating/financial metrics; 2025 grants for executives were accelerated to address retention through February 2027 (cliff vest) .
- Company policy prohibits hedging/pledging; clawback policy compliant with Nasdaq/Exchange Act 10D .
- Options: Company does not grant new options/SARs currently, reducing repricing risk .
Investment Implications
- Retention and selling pressure: Olagues’ unvested RSUs (May 2026) and RSUs/PSUs (Feb 2027) create multi‑year lock‑in with cliff vesting and performance dependencies, reducing near‑term selling pressure and aligning tenure through 2027 .
- Alignment: Anti‑hedging/pledging and ownership guidelines (3× salary) support skin‑in‑the‑game; PSUs with a market‑cap “kicker” intensify focus on share price creation, albeit increasing payout leverage if performance hurdles are exceeded .
- Execution risk and value creation: Prior leadership of Cleco’s $4.7B take‑private and GenOn CFO experience suggest strong M&A and capital allocation skillset; Q2 2025 executed purchase agreements indicate action orientation in TLN’s portfolio build‑out .
- Governance: Strong say‑on‑pay support and independent committee/consultant reduce pay risk; absence of options grants minimizes repricing red flags .