Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
Appointment of Zachary B. Dailey as Executive Vice President and Chief Financial Officer
On August 12, 2025, the Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) appointed Mr. Zachary B. Dailey to serve as the Company’s Executive Vice President and Chief Financial Officer and principal financial officer, effective August 18, 2025.
Mr. Dailey, age 43, has over 17 years of experience in the oil and gas industry and nearly 10 years of experience at Marathon Oil Corporation (formerly NYSE: MRO) (“Marathon Oil”). Most recently, Mr. Dailey served as Marathon Oil’s Vice President, Controller and Chief Accounting Officer from May 2024 until his departure in November 2024 in connection with ConocoPhillips’ acquisition of Marathon Oil. Mr. Dailey previously served as Marathon Oil’s Vice President, Internal Audit from March 2022 until May 2024. Prior to that, Mr. Dailey served as Marathon Oil’s Growth Director – Business Development from March 2021 to March 2022, Director of Operations Planning from May 2020 to March 2021, Regional Vice President – Bakken from September 2018 to May 2020, Advisor to the President and CEO from July to September 2018, Vice President of Investor Relations from April 2017 to July 2018 and Co-Head and Director of Investor Relations from February 2015 to April 2017. Prior to joining Marathon Oil in 2015, Mr. Dailey served in various finance roles at LINN Energy (formerly NASDAQ: LINE), Berry Petroleum Company (NYSE: BRY) and Morgan Keegan & Company. Mr. Dailey received a Bachelor of Arts from Vanderbilt University in 2004 and an Executive Master of Business Administration from the University of Denver in 2014.
There was no arrangement or understanding between Mr. Dailey and any other person(s) pursuant to which he was selected to be Executive Vice President and Chief Financial Officer of the Company, and Mr. Dailey does not have any family relationships with any of the Company’s executive officers or directors. Mr. Dailey is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Dailey will receive the following: (a) an annualized base salary of $450,000, paid in accordance with the Company’s normal payroll practices (the “Base Salary”); (b) eligibility to earn an annual incentive award pursuant to the Company’s short-term incentive program with a target value of 80% of the Base Salary, based upon and subject to the achievement of performance objectives and other terms and conditions as determined by the Company (prorated for 2025); and (c) in respect of calendar year 2025, awards under the Company’s Amended and Restated 2021 Long Term Incentive Plan (the “LTIP”) of (i) restricted stock units (“RSUs”) with a grant date value equal to approximately $279,453 (the “2025 RSU Award”) and (ii) performance share units (“PSUs”) with a target grant date value equal to approximately $279,453 (the “2025 PSU Award” and, together with the 2025 RSU Award, the “Pro Rata 2025 LTIP Awards”). The 2025 RSU Awards will vest as to 1/3 of the number granted on each of the first three anniversaries of the date of grant. The 2025 PSU Award will vest based on the Company’s relative TSR performance over the three calendar years from 2025 through 2027 and will have the same terms as the performance share units granted to other similarly situated executives of the Company earlier this year.
Mr. Dailey is also eligible to participate in the Company’s employee benefit plans, including the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (the “Severance Plan”) under which he will be designated a Tier 2 Executive (as defined in the Severance Plan), effective as of his commencement of employment.
Mr. Dailey’s participation in the Severance Plan is subject to the terms and conditions of the Severance Plan and participation agreement, which Mr. Dailey will enter into effective as of the commencement of his employment, and copies of both of which are filed as Exhibit 10.1 and 10.2 to this Report, respectively, and are incorporated herein by reference.
Indemnification Agreement
In connection with Mr. Dailey’s appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Dailey will enter into a customary indemnification agreement effective as of the commencement of his employment (the “Indemnification Agreement”) in a form previously approved by the Company, substantially in the form attached as Exhibit 10.12 to the Company’s Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2024.
