DEF 14A of Transocean Ltd.

Filed Mar 26, 2024 · FY20230001451505-24-000029

Open on EDGAR

NOMINEES TO THE BOARD OF DIRECTORS
NOMINEES TO THE BOARD OF DIRECTORS As the market leader in offshore drilling, Transocean has attracted the most qualified Board of Directors and leadership team in the industry. The terms of all of our current directors will expire at the 2024 Annual General Meeting, including the term for Edward R. Muller, who has been a member of the Board of Directors since 2008. Mr. Muller is retiring from the Company’s Board of Directors following the 2024 Annual General Meeting in accordance with our Corporate Governance Guidelines. The Company extends its sincere thanks to Mr. Muller for his years of service and many contributions to the Company’s success. In recent years, we have added new members to our Board of Directors, each of whom contributes to the diversity of experience and background of our Board of Directors. Our newest member, Domenic J. “Nick” Dell’Osso, Jr., President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”), joined our Board of Directors last year. Each of our director nominees has a proven record of success and high integrity and is committed to advancing our stakeholders’ interests and enhancing the Company’s sustainability goals and objectives. The diversity of our directors is reflected below.
NOMINEES TO THE BOARD OF DIRECTORS
| | | | | |
NOMINEES TO THE BOARD OF DIRECTORS
During 2023, each of our current directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served, except for Mr. Barker, whose attendance at one committee meeting was excused. Additional information regarding the director nominees for election is provided below and under Agenda Item 5.
NOMINEES TO THE BOARD OF DIRECTORS
| | | | | | COMMITTEES | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS | | DIRECTORS FOR ELECTION | | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | COMPENSATION | FINANCE | CORPORATE GOVERNANCE | HEALTH, SAFETY, ENVIRONMENTAL AND SUSTAINABILITY | | | | Glyn A. Barker Former Vice Chair-U.K., PwC LLP | 70 | 2012 | ✓ | | | | | | 1 | | | Vanessa C.L. Chang Former Director and Shareholder of EL & EL Investments Ltd. | 71 | 2012 | ✓ | | | | | | 1 | | | Frederico F. Curado Former President and CEO, Embraer S.A. | 62 | 2013 | ✓ | | | | | | 2 | | | Chadwick C. Deaton Former Executive Chair and CEO, Baker Hughes Incorporated | 71 | 2012 | ✓ | | | | | | 1 | | | Domenic J. “Nick” Dell’Osso, Jr. President and Chief Executive Officer, Chesapeake | 47 | 2023 | ✓ | | | | | | 1 | | | Vincent J. Intrieri Founder and CEO, VDA Capital Management LLC | 67 | 2014 | ✓ | | | | | | 1 | | | Samuel J. Merksamer Former Managing Director, Icahn Capital LP | 43 | 2013 | ✓ | | | | | | 2 | | | Frederik W. Mohn Owner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE | 47 | 2018 | ✓ | | | | | | 1 | | | Margareth Øvrum Former Executive Vice President for Equinor ASA, Development and Production Brazil | 65 | 2021 | ✓ | | | | | | 3 | | | Jeremy D. Thigpen CEO, Transocean Ltd. | 49 | 2015 | | | | | | | 0 | | | MEETINGS IN 2023: BOARD: 4 BOARD AND COMMITTEES: 29 | | | | 9 | 4 | 4 | 4 | 4 | |
NOMINEES TO THE BOARD OF DIRECTORS
| | Committee Chair | | Committee Member | | Audit Committee financial expert (SEC and NYSE) | ✓ | Independent, as determined by the Board of Directors in accordance with applicable rules and regulations |
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| FORMER VICE CHAIR – U.K., PWC LLP U.K. CITIZEN Independent Age: 70 COMMITTEES Audit Compensation Finance OTHER CURRENT PUBLIC COMPANY BOARDS Various Eateries plc (LON: VARE) (since 2020) | GLYN A. BARKER | Director since 2012 CAREER HIGHLIGHTS Glyn A. Barker served as Vice Chair–U.K. of PricewaterhouseCoopers LLP (PwC) from 2008 to 2011. He was also responsible for PwC's strategy and business development for the geographic areas of Europe, the Middle East, Africa and India. Mr. Barker joined PwC in 1975 and became an audit partner in 1987. He then established PwC's private equity-focused Transactions Services business and led it globally. He joined the Management Board of PwC in the UK as Head of the Assurance Practice in 2002. In 2006, he became U.K. Managing Partner and served in that role until 2008. Mr. Barker is the Chair of Irwin Mitchell Holdings Limited (since 2012) and serves as a director of Various Eateries plc (LON: VARE) (since 2020). Previously, Mr. Barker served as the Chair of Tappit Technologies (UK) Ltd. (from 2020 to 2023), as a director of Cornerstone FS plc (from 2021 to 2022), as a director of Quilter (in 2022), as a director of Berkeley Group Holdings plc (from 2012 to 2022), as a director (from 2014 to 2016) and the Chair (from 2015 to 2016) of Transocean Partners LLC, as a director of Aviva plc (from 2012 to 2019), and a director of Interserve plc (from 2016 to 2019). Mr. Barker was Deputy Chair of the English National Opera Company from 2009 to 2016. EDUCATION Chartered Accountant Bachelor of Science, Economics and Accounting, University of Bristol (1975) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Barker should remain on the Board of Directors due to his experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Information Security & Cybersecurity Mergers & Acquisitions Multinational Company Public Company Governance Strategy |
NOMINEES FOR DIRECTOR
| FORMER DIRECTOR AND SHAREHOLDER OF EL & EL INVESTMENTS LTD. CANADIAN AND U.S. CITIZEN Independent Age: 71 COMMITTEES Audit Compensation OTHER CURRENT PUBLIC COMPANY BOARDS Edison International (NYSE: EIX since 2007) | VANESSA C.L. CHANG | Director since 2012 CAREER HIGHLIGHTS Vanessa C.L. Chang previously served as a Director and shareholder of EL & EL Investments Ltd., a privately held real estate investment business, from 1998 to 2018, as the President and Chief Executive Officer of ResolveItNow.com from 2000 until 2002 and was the Senior Vice President of Secured Capital Corp in 1998. From 1986 until 1997, Ms. Chang was the West Coast partner in charge of Corporate Finance for KPMG Peat Marwick LLP. Ms. Chang is a director or trustee of 21 funds advised by the Capital Group and its subsidiaries, seven of which are members of the American Funds family and 14 of which are ETFs advised by the Capital Group that were launched in 2022 and 2023. She is also a director of Edison International (NYSE: EIX) and its wholly owned subsidiary, Southern California Edison Company (each since 2007). She was also a director of Sykes Enterprises, Incorporated from 2016 to 2021, Forest Lawn Memorial Parks Association, a non-profit organization, from 2005 to 2020 and SCO America, Inc., a non-profit organization, from 2013 to 2019. Ms. Chang is a member of the American Institute of Certified Public Accountants, the California State Board of Accountancy, Women Corporate Directors and the National Association of Corporate Directors. EDUCATION Certified Public Accountant (inactive) Bachelor of Arts, University of British Columbia (1973) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Ms. Chang should remain on the Board of Directors due to her experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Human Capital Management Information Security & Cybersecurity Mergers & Acquisitions Multinational Company Public Company Governance Strategy Sustainability Risk, Reporting & Disclosures |
NOMINEES FOR DIRECTOR
| FORMER PRESIDENT AND CEO, EMBRAER S.A. BRAZILIAN AND PORTUGUESE CITIZEN Independent Age: 62 COMMITTEES Corporate Governance Health, Safety, Environment and Sustainability OTHER CURRENT PUBLIC COMPANY BOARDS ABB Ltd. (OTC Pink: ABBYN) (since 2016) LATAM Airlines Group SA (BCS: LTM; OTC Pink: LTMAY) | FREDERICO F. CURADO | Director since 2013 CAREER HIGHLIGHTS Frederico F. Curado served as the Chief Executive Officer of Ultrapar Participacoes S.A. from 2017 to 2021, and previously served as President and Chief Executive Officer of Embraer S.A. from 2007 to 2016. He joined Embraer in 1984 and served in a variety of management positions during his career, including Executive Vice President, Airline Market from 1998 to 2007 and Executive Vice President, Planning and Organizational Development from 1995 to 1998. Mr. Curado is a director of LATAM Airlines Group SA (BCS: LTM; OTC Pink: LTMAY) (since 2022) and a director of ABB Ltd. (OTC Pink: ABBYN) (since 2016). Mr. Curado was a director of Ultrapar from 2021 to 2022, a member of the Executive Board of the International Chamber of Commerce from 2013 to 2018, a director of Iochpe-Maxion S.A. from 2015 to 2017, the President of the Brazilian Chapter of the Brazil-United States Business Council from 2011 to 2016, a member of Brazil's National Council for Industrial Development from 2011 to 2016, and had been a director of the Smithsonian National Air and Space Museum from 2014 to 2017. EDUCATION Executive Master’s in Business Administration, University of São Paulo, Brazil (1997) Bachelor of Science degree, Mechanical-Aeronautical Engineering, Instituto Tecnológico de Aeronáutica in Brazil (1983) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Curado should remain on the Board due to his experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Human Capital Management Legal & Compliance Mergers & Acquisitions Multinational Company (especially Brazilian business and governance sectors) Oil & Gas (Including Oilfield Services) Operations & Engineering Public Company CEO Public Company Governance Safety & Environment Strategy Sustainability Risk, Reporting & Disclosures Technology, Research & Development |
NOMINEES FOR DIRECTOR
| FORMER EXECUTIVE CHAIR AND CEO, BAKER HUGHES INCORPORATED U.S. CITIZEN Independent Age 71 OTHER CURRENT PUBLIC COMPANY BOARDS Marathon Oil Corporation (NYSE: MRO) (since 2014) | CHADWICK C. DEATON | Director since 2012 CAREER HIGHLIGHTS Mr. Deaton served as Executive Chair of Baker Hughes Incorporated from 2012 to 2013, prior to which he served as Chair and Chief Executive Officer since 2004. He began his career with Schlumberger in 1976 and served in a variety of international capacities, including as Executive Vice President, Oilfield Services from 1998 to 1999 and as a Senior Advisor from 1999 until 2001. From 2002 until 2004, Mr. Deaton was the President, Chief Executive Officer and Director of Hanover Compressor Company. Mr. Deaton is a director of Marathon Oil Corporation (NYSE: MRO) (since 2014). Mr. Deaton was previously a director of Air Products and Chemicals, Inc. from 2010 to 2022 and Carbo Ceramics Inc. from 2004 to 2009 and from 2013 to 2020. He is a member of the Society of Petroleum Engineers (since 1980) and has served on its Industrial Advisory Council. He is also a director of the University of Wyoming Foundation, UCross Foundation, a non-profit research and development lab for the arts, and of the Houston Achievement Place. Mr. Deaton served as co-chair of the Wyoming Governor’s Task Force for the buildout of the University of Wyoming’s Engineering and Applied Sciences Center. He was a member of the National Petroleum Council (from 2007 to 2013). EDUCATION Bachelor of Science degree, Geology, University of Wyoming (1976) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Deaton should remain on the Board of Directors due to his significant experience and expertise in: Finance, Debt & Capital Markets Human Capital Management Legal & Compliance Mergers & Acquisitions Multinational Company Oil & Gas (Including Oilfield Services) Operations & Engineering Public Company CEO Public Company Governance Safety & Environment Strategy Technology, Research & Development |
NOMINEES FOR DIRECTOR
| PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHESAPEAKE U.S. CITIZEN Independent Age 47 COMMITTEES Corporate Governance Finance OTHER CURRENT PUBLIC COMPANY BOARDS Chesapeake Energy Corporation (NASDAQ:CHK) (since 2021) | DOMENIC J. “NICK” DELL’OSSO, JR. | Director since 2023 CAREER HIGHLIGHTS Mr. Dell’Osso was appointed President and Chief Executive Officer of Chesapeake in 2021. He previously served as Chesapeake’s Executive Vice President and Chief Financial Officer from 2010 until 2021. Prior to that time, he served as Vice President – Finance and Chief Financial Officer of Chesapeake’s wholly owned midstream subsidiary, Chesapeake Midstream Development, L.P. from 2008 to 2010. Before joining Chesapeake, Mr. Dell’Osso was an energy investment banker with Jefferies & Co. from 2006 to 2008 and Banc of America Securities from 2004 to 2006. EDUCATION Master of Business Administration, Finance, University of Texas at Austin (2003) Bachelor’s degree, Economics, Boston College (1998) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Dell’Osso should be elected to the Board of Directors due to his experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Human Capital Management Legal & Compliance Mergers & Acquisitions Oil & Gas (Including Oilfield Services) Public Company CEO Public Company Governance Safety & Environment Strategy Sustainability Risk, Reporting & Disclosures |
NOMINEES FOR DIRECTOR
| FOUNDER AND CEO, VDA CAPITAL MANAGEMENT LLC U.S. CITIZEN Independent Age 67 COMMITTEES Corporate Governance Finance OTHER CURRENT PUBLIC COMPANY BOARDS Hertz Global Holdings, Inc. (NASDAQ: HTZ) (since 2014) | VINCENT J. INTRIERI | Director since 2014 CAREER HIGHLIGHTS Mr. Intrieri is the Founder and CEO of VDA Capital Management LLC, a private investment fund founded in 2017. Mr. Intrieri was previously employed by Carl C. Icahn-related entities in various investment-related capacities from 1998 to 2016. From 2008 to 2016, Mr. Intrieri served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds. In addition, from 2004 to 2016, Mr. Intrieri was a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through which Mr. Icahn invests in securities. Mr. Intrieri is a director of Hertz Global Holdings, Inc. (NASDAQ: HTZ) (since 2014). Mr. Intrieri previously served as a director of Navistar International Corporation from 2012 until 2021, Energen Corporation from March 2018 until November 2018, Conduent Incorporated from 2017 to 2018, Chesapeake Energy Corporation from 2012 to 2016, CVR Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, Ferrous Resources Limited from 2015 to 2016, Forest Laboratories Inc. from 2013 to 2014, CVR Energy, Inc. from 2012 to 2014, Federal-Mogul Holdings Corporation from 2007 to 2013, Icahn Enterprises L.P. from 2006 to 2012, and was Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012. Mr. Intrieri was also a director of Dynegy Inc. from 2011 to 2012, and Chair and a director of PSC Metals Inc. from 2007 to 2012. He served as a director of Motorola Solutions, Inc. from 2011 to 2012, XO Holdings from 2006 to 2011, National Energy Group, Inc. from 2006 to 2011, American Railcar Industries, Inc. from 2005 to 2011, WestPoint Home LLC from 2005 to 2011, and as Chair and a director of Viskase Companies, Inc. from 2003 to 2011. Ferrous Resources Limited, CVR Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Icahn Enterprises, XO Holdings, National Energy Group, WestPoint Home, Viskase Companies and PSC Metals each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling interest in Dynegy, Hertz, Forest Laboratories, Navistar, Chesapeake Energy, Motorola Solutions and Transocean through the ownership of securities. EDUCATION Certified Public Accountant (inactive) Bachelor of Science degree, with Distinction, Accounting, The Pennsylvania State University (Erie Campus) (1984) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Intrieri should remain on the Board of Directors due to his significant experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Human Capital Management Mergers & Acquisitions Multinational Company Oil & Gas (Including Oilfield Services) Public Company Governance Safety & Environment Strategy Technology, Research & Development |
NOMINEES FOR DIRECTOR
| FORMER MANAGING DIRECTOR, ICAHN CAPITAL LP U.S. CITIZEN Independent Age 43 COMMITTEES Compensation Finance OTHER CURRENT PUBLIC COMPANY BOARDS Autostore Holdings Ltd. (OSE: AUTO) (since 2021) EQRx, LLC (NASDAQ: EQRX) (since 2021) | SAMUEL J. MERKSAMER | Director since 2013 CAREER HIGHLIGHTS Mr. Merksamer was a Partner at SoftBank Investment Advisers and a Managing Director at SB Management, an affiliate of SoftBank from 2019 to 2022. Prior to then, he was a co-founder of Caligan Partners, L.P., an investment firm, from 2017 to 2019. He was a Managing Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., from 2008 to 2016. From 2003 until 2008, Mr. Merksamer was an analyst at Airlie Opportunity Capital Management. Mr. Merksamer is a director of Autostore Holdings Ltd. (OSE: AUTO) (since 2021) and EQRx, LLC (NASDAQ: EQRX) (since 2021). He previously served as a director of American International Group, Inc. from 2016 to 2018, Hertz Global Holdings, Inc. from 2014 to 2017, Navistar International Corporation from 2012 to 2017, Cheniere Energy Inc. from 2015 to 2017, Transocean Partners from 2014 to 2016, Hologic Inc. from 2013 to 2016, Talisman Energy Inc. from 2013 to 2015, Ferrous Resources Limited from 2012 to 2016, CVR Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, CVR Energy, Inc. from 2012 to 2014, American Railcar Industries, Inc. from 2011 to 2013, Dynegy Inc. from 2011 to 2012, Viskase Companies, Inc. from 2010 to 2013, Federal-Mogul Holdings Corporation from 2010 to 2014, and PSC Metals Inc. from 2009 to 2012. Ferrous Resources Limited, CVR Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Viskase Companies and PSC Metals are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling interest in Dynegy, Hologic, Talisman Energy, Navistar, Hertz, Cheniere Energy, Transocean Ltd., Transocean Partners and American International Group, Inc. through the ownership of securities. EDUCATION A.B. degree, Economics, Cornell University (2002) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Merksamer should remain on the Board of Directors due to his experience and expertise in: Accounting & Auditing Finance, Debt & Capital Markets Mergers & Acquisitions Multinational Company Public Company Governance Strategy |
NOMINEES FOR DIRECTOR
| OWNER AND MANAGING DIRECTOR, PERESTROIKA AS; FORMER DIRECTOR AND CHAIR, SONGA NORWEGIAN CITIZEN Independent Age 47 COMMITTEES Audit Health, Safety, Environment and Sustainability OTHER CURRENT PUBLIC COMPANY BOARDS EMGS ASA (OSE: EMGS) (since 2021) | FREDERIK W. MOHN | Director since 2018 CAREER HIGHLIGHTS Mr. Mohn has served as a director of the Company since 2018 when Transocean acquired Songa Offshore SE (“Songa”). Previously, Mr. Mohn served as a director of Songa from 2013 to 2014, and as Chair of the Songa board of directors from 2014 to 2018. Mr. Mohn is the sole owner and managing director of Perestroika AS, a Norwegian investment company with investments in oil and gas, shipping, infrastructure, real estate development and financial services. Mr. Mohn currently serves as the Chair of the Board of EMGS ASA (OSE: EMGS) (since 2021). He also currently serves on the board of directors of the following private companies: Viken Crude AS, Fornebu Sentrum Holding AS, and Fornebu Sentrum Utvikling AS. Mr. Mohn previously served as a director of Dof ASA, a Norwegian shipping company, from August 2017 to October 2019 and as a director of Fjord 1, a Norwegian transport company from August 2017 to December 2019. From 2011 to 2013, Mr. Mohn served as managing director of the worldwide family business Frank Mohn AS, a supplier of pumping systems to the oil and gas industry. EDUCATION Bachelor of Science degree, Royal Holloway, University of London (2001) KEY QUALIFICATIONS AND EXPERTISE Mr. Mohn served as the Chair of the Board of Songa prior to Transocean’s acquisition of that company in 2018. The Board of Directors recommends Mr. Mohn should remain on the Board of Directors due to his knowledge and experience as the former Chair of the Board of Songa and his expertise in: Accounting & Auditing Finance, Debt & Capital Markets Mergers & Acquisitions Multinational Company Oil & Gas (Including Oilfield Services) Public Company Governance Safety & Environment Strategy |
NOMINEES FOR DIRECTOR
| TRANSOCEAN LTD. CITIZEN 46 | Thigpen is President and Chief Executive Officer and a director of the Company since 2015. Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco, Inc. (NYSE: NOV) from 2012 to 2015. During his tenure at National Oilwell Varco, Mr. Thigpen spent five years from 2007 to 2012 as the company’s President of Downhole and Pumping Solutions business, and four years from 2003 to 2007 as President of its Downhole Tools group. He also served in various management and business development capacities, including Director of Business Development and Special Assistant to the Chair for National Oilwell Varco. recommends Mr. Thigpen should serve an additional term. The Board of Directors believes that it is important for the Chief Executive Officer of the Company to serve on the Board of Directors, as it ensures an efficient flow of information between the Board of Directors and executive management. In addition, Mr. Thigpen has substantial industry experience and a competitive perspective, which assists the Board of Directors in considering strategic decisions for the Company. | | FORMER EXECUTIVE VICE PRESIDENT FOR EQUINOR ASA, DEVELOPMENT AND PRODUCTION BRAZIL NORWEGIAN CITIZEN Independent Age 65 COMMITTEES Audit Health, Safety, Environment and Sustainability OTHER CURRENT PUBLIC COMPANY BOARDS FMC Corporation (NYSE: FMC) (since 2016) Harbour Energy plc (LON: HBR) (since 2021) TechnipFMC plc (NYSE: FTI) (PARIS: FTI) (since 2020) | MARGARETH ØVRUM | Director since 2021 CAREER HIGHLIGHTS Ms. Øvrum served as Executive Vice President of Equinor ASA, Development and Production Brazil until 2021, when she retired after nearly 40 years with Equinor. Her tenure at Equinor included working as President, Equinor Brazil from 2018 to 2020; Executive Vice President of Technology, Projects and Drilling from 2011 to 2018; Executive Vice President, Technology and New Energy for Statoil Hydro from 2007 to 2011; Executive Vice President of Technology and Projects from 2004 to 2007 and Executive Vice President of Health, Safety and the Environment during 2004. Ms. Øvrum began her career in 1982 at Equinor in Strategic Analysis, Production and Maintenance and, within a decade, became the first female platform manager of the company’s oldest fields in the North Sea. Ms. Øvrum currently serves on the board of directors of Harbour Energy plc (LON: HBR) since 2021, TechnipFMC plc (NYSE: FTI) (PARIS: FTI) since 2020 and FMC Corporation (NYSE: FMC) since 2016. She also serves on the board of a private company, Fox Innovation & Technologies, Inc., since 2023. Ms. Øvrum previously served as a director of Fjordbase Holding from 2021 to 2023, Alfa Laval AB from 2015 to 2019, Atlas Copco AB from 2008 to 2017 and Ratos AB from 2009 to 2014. EDUCATION Master of Science Technical Physics, Norwegian Technical University (1981) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Ms. Øvrum should remain on the Board of Directors due to her experience and expertise in: Human Capital Management Information Security & Cybersecurity Mergers & Acquisitions Multinational Company Oil & Gas (Including Oilfield Services) Operations & Engineering Public Company Governance Safety & Environment Strategy Sustainability Risk, Reporting & Disclosures Technology, Research & Development |
NOMINEES FOR DIRECTOR
| CHIEF EXECUTIVE OFFICER, TRANSOCEAN LTD. U.S. CITIZEN Age 49 | JEREMY D. THIGPEN | Director since 2015 CAREER HIGHLIGHTS Mr. Thigpen is Chief Executive Officer and a director of the Company since 2015, and served as President until February 2022. Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco, Inc. (“NOV”) from 2012 to 2015. During his tenure at NOV, Mr. Thigpen spent five years from 2007 to 2012 as the company’s President of Downhole and Pumping Solutions business, and four years from 2003 to 2007 as President of its Downhole Tools group. He also served in various management and business development capacities, including Director of Business Development and Special Assistant to NOV’s Chair of the Board. Mr. Thigpen serves as a member of the Board of Trustees at Rice University (since 2022) and served as the International Association of Drilling Contractors’ Chair in 2022. EDUCATION Program for Management Development, Harvard Business School (2001) Bachelor of Arts degree, Economics and Managerial Studies, Rice University (1997) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Thigpen should serve an additional term. The Board of Directors believes that it is important for the Chief Executive Officer of the Company to serve on the Board of Directors, as it ensures an efficient flow of information between the Board of Directors and executive management. Mr. Thigpen brings a competitive perspective and has substantial experience, as well as proven leadership, in: Finance, Debt & Capital Markets Human Capital Management Multinational Company Oil & Gas (Including Oilfield Services) Operations & Engineering Public Company CEO Safety & Environment Technology, Research & Development This experience assists the other members of the Board of Directors in considering strategic decisions for the Company. |
NOMINEES FOR DIRECTOR
| RECOMMENDATION The Board of Directors recommends you vote FOR the reelection of these candidates as directors. |
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES Below is a summary of certain skills and experience of our director nominees that are relevant to our business. In addition to the skills and experience referenced below, each of our director nominees has relevant business or professional experience and skills in Mergers and Acquisitions, Public Company Governance and Strategy.
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
| BUSINESS OR PROFESSIONAL EXPERIENCE AND SKILLS | | Glyn A. Barker | Vanessa C.L. Chang | Frederico F. Curado | Chadwick C. Deaton | Domenic J. “Nick” Dell’Osso, Jr. | Vincent J. Intrieri | Samuel Merksamer | Frederik W. Mohn | Margareth Øvrum | Jeremy D. Thigpen | # OUT OF 10 | | | Finance, Debt & Capital Markets | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | 9 | | | Multinational Company | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | 9 | | | Accounting & Auditing | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | 7 | | | Safety & Environment | | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | 7 | | | Human Capital Management | | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | 7 | | | Oil & Gas (Including Oilfield Services) | | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | 7 | | | Technology, Research & Development | | | ✓ | ✓ | | ✓ | | | ✓ | ✓ | 5 | | | Sustainability Risk, Reporting & Disclosures | | ✓ | ✓ | | ✓ | | | | ✓ | | 4 | | | Operations & Engineering | | | ✓ | ✓ | | | | | ✓ | ✓ | 4 | | | Public Company CEO | | | ✓ | ✓ | ✓ | | | | | ✓ | 4 | | | Information Security & Cybersecurity | ✓ | ✓ | | | | | | | ✓ | | 3 | | | Legal & Compliance | | | ✓ | ✓ | ✓ | | | | | | 3 |
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
| SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES |
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
Backgrounds and Attributes of Our Director Nominees All members of our Board of Directors are highly qualified with proven records of excellence and success. In addition to their credentials and experience, we value the thought leadership and varied perspectives that a diverse board brings to our business execution. The following provides an overview of the backgrounds of our directors.
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
| | | | | | | | |
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION At the Board of Directors meeting held immediately after the 2023 Annual General Meeting of our shareholders, 35,654 restricted share units were granted to each non-employee director (other than the Chair) and 36,503 restricted share units were granted to the Chair, in aggregate value equal to $210,000 and $215,000, respectively, based upon the average of the high and low sales prices of our shares for the 10 trading days immediately prior to the date of grant (calculated at $5.84 per share). Each non-employee director is required to acquire and retain a number of our shares and/or restricted share units at least equal in value to an amount five times the annual director retainer. Each non-employee director’s vested restricted share units generally are not settled until the non-employee director’s service with the Company ends. The following summarizes the compensation of our non-employee directors for 2023.
2023 DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH (U.S.$) | STOCK AWARDS(1) (U.S.$) | ALL OTHER COMPENSATION (U.S.$) | TOTAL (U.S.$) | | Glyn A. Barker | 120,000 | 208,219 | — | 328,219 | | Vanessa C. L. Chang | 135,000 | 208,219 | — | 343,219 | | Frederico F. Curado | 110,000 | 208,219 | — | 318,219 | | Chadwick C. Deaton | 215,000 | 213,178 | — | 428,178 | | Domenic J. “Nick” Dell’Osso Jr. | 63,973 | 208,219 | — | 272,192 | | Vincent J. Intrieri | 110,000 | 208,219 | — | 318,219 | | Samuel J. Merksamer | 100,000 | 208,219 | — | 308,219 | | Frederik W. Mohn | 100,000 | 208,219 | — | 308,219 | | Edward R. Muller | 110,000 | 208,219 | — | 318,219 | | Margareth Øvrum | 100,000 | 208,219 | — | 308,219 | | Diane de Saint Victor | 36,233 | — | — | 36,233 |
2023 DIRECTOR COMPENSATION
| (1) This represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for restricted share units granted to our directors in 2023, computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions with respect to these awards, please see Note 15 to our consolidated financial statements included in our annual report on Form 10‑K for the fiscal year ended December 31, 2023. |
THE PRIMARY GOAL OF OUR COMPENSATION PROGRAM IS TO ALIGN PAY WITH PERFORMANCE
We assess our compensation programs with the aim of positioning elements of compensation competitively to that of other executives in our industry sector and among companies in other industries of comparable size, international scope, and organizational complexity. We also seek to provide a direct link between pay and the enhancement of shareholder value. The Committee’s independent compensation consultant guides the Committee in establishing the appropriate peer groups for this assessment. The Committee, with support from its independent compensation consultant, employs two peer groups for the purpose of evaluating executive compensation. The “Compensation Peer Group” is used to assess the competitiveness of the compensation of our Named Executive Officers, and the “Performance Peer Group” is used to evaluate the relative performance of the Company.
COMPENSATION PEER GROUP
COMPENSATION PEER GROUP We compete for executive talent across many different sectors around the world. However, our primary competitive market generally includes other companies in the energy industry (oil and gas companies, offshore drilling companies and other energy services companies). In making compensation decisions for the Named Executive Officers, the total direct compensation and each underlying element thereof are compared against published and publicly available compensation data. The Compensation Peer Group for 2023 was composed of the following companies:
COMPENSATION PEER GROUP
| ■ | Apache Corporation | ■ | McDermott International | ■ | Petrofac Limited | | ■ | Chesapeake Energy Corporation | ■ | Murphy Oil Corporation | ■ | TechnipFMC plc | | ■ | Diamond Offshore Drilling, Inc. | ■ | Nabors Industries Ltd. | ■ | Valaris plc | | ■ | Helmerich & Payne, Inc. | ■ | NOV, Inc. | ■ | Weatherford International plc | | ■ | Hess Corporation | ■ | Noble Corporation plc | | | | ■ | Marathon Oil Corporation | ■ | Ovintiv Inc. | | |
COMPENSATION PEER GROUP
Recognizing the cyclical nature of the market in which we operate, and the impact that may have on the relative revenue and market capitalization of each peer company at any given time during the course of a downturn or recovery cycle, the Committee maintains a consistent approach to the overall peer company selection so that compensation benchmarks are stable over the course of the market cycle. Accordingly, we consider the compensation practices of general non-energy industry peers of comparable size and international scope in setting executive compensation levels, and we use general industry data as a secondary market reference to ensure that a comprehensive view of the market is considered. These non-energy general industry peers are expected to vary from year-to-year based on changes in the marketplace and the availability of published survey data for companies that meet the defined size, international scope and organizational structure criteria. Our target market position is determined based on the data believed to be most relevant for a given position. For example, the Compensation Peer Group data are weighted more heavily for positions in Operations and Marketing, whereas general industry data are also considered for executives overseeing corporate functions. However, in accordance with our pay-for-performance philosophy, the Compensation Peer Group data is the primary reference for assessing base salary, short-term incentive and long-term incentive compensation levels.
PERFORMANCE PEER GROUP
PERFORMANCE PEER GROUP While the competition for executive talent spans a broader market, our Performance Peer Group, used to evaluate the relative performance of our Company to its peers, is specific to those companies most closely aligned to our business with expertise in technically demanding oilfield service operations and which are most likely to compete with us for investor capital. In February 2023, the Committee evaluated the previously established Performance Peer Group used to measure the Company’s TSR performance relative to that of companies considered to be direct business competitors and competitors for investment capital for inclusion in the 2023 long-term incentive program. The Committee engaged its compensation consultant to refine the peer group to companies that have the strongest correlation to the Company, giving consideration to factors such as emergence from bankruptcy/restructuring and strategic transactions. The Committee adopted an updated Performance Peer Group that introduced three new peer companies and eliminated three prior peer companies. The resulting Performance Peer Group for 2023 consisted of:
PERFORMANCE PEER GROUP
| ■ | Aker Solutions | ■ | Oceaneering International, Inc. | ■ | Subsea 7 S.A. | | ■ | Baker Hughes Company* | ■ | Odfjell Drilling Ltd. | ■ | TechnipFMC plc | | ■ | Diamond Offshore Drilling, Inc.* | ■ | Oil States International, Inc. | ■ | Tidewater Inc. | | ■ | Noble Corporation plc | ■ | Saipem S.p.A | ■ | Valaris plc | | ■ | NOV, Inc. | ■ | Seadrill Limited* | | |
PERFORMANCE PEER GROUP
* New peer company for 2023. Peer companies in 2022 included Helmrich & Payne, Inc., Nabors Industries, Ltd. and Patterson UTI Energy, Inc. 2023 Executive Compensation Elements OUR EXECUTIVE COMPENSATION PROGRAM IS DESIGNED TO MEET THE OBJECTIVES OF OUR “PAY FOR PERFORMANCE” PHILOSOPHY BY LINKING A SIGNIFICANT PORTION OF EACH EXECUTIVE’S COMPENSATION TO COMPANY PERFORMANCE. The following table summarizes the purpose and key characteristics of each of the primary components of our executive compensation program.
PERFORMANCE PEER GROUP
| COMPENSATION ELEMENT | PURPOSE | KEY CHARACTERISTICS | | BASE SALARY | Provide a market competitive base level of income for executive talent. | Fixed compensation. Reviewed annually and adjusted as appropriate. | | ANNUAL CASH BONUS | Motivate executives to achieve our short-term financial, operational, and sustainability objectives. | Variable compensation. Award potential ranges from 0% to 200% of target based on corporate performance measured against pre-established performance goals. | | I. LONG-TERM INCENTIVE – PERFORMANCE UNITS | Align the interests of our executives with those of our shareholders by creating a direct correlation between realized pay and shareholder return both relative to peers and on an absolute basis, over a three-year performance period. | Variable compensation. The number of earned units can range from 0%-200% based on total shareholder return relative to performance of selected peers during three annual periods and one cumulative 3-year performance period. Payout is capped at target if a predetermined threshold of absolute TSR is not met. “Cliff” vesting at the end of the three-year performance period. | | II. LONG-TERM INCENTIVE – RESTRICTED UNITS | Motivate executives to contribute to long-term increases in shareholder value, build executive ownership and retain executives through ratable, multi-year vesting. | Variable compensation. Long-term award with ratable vesting over three years that provides a direct correlation of realized pay to shareholder value. |
PERFORMANCE PEER GROUP
The Committee takes several objectives into consideration when assessing the reasonableness of the total direct compensation of the Named Executive Officers, particularly the compensation of our Chief Executive Officer. These objectives include ensuring alignment with our vision and business strategy, creating sustainable long-term shareholder value through the amount and mix of compensation provided, and advancing the core principles of our compensation philosophy and objectives while remaining within our risk tolerance. Executive compensation is generally targeted around the market median and, when appropriate, adjusted for each Named Executive Officer based upon their individual skills, Company and industry tenure and impact to the Company’s short and long-term strategic goals. Our Named Executive Officers have an average of 30 years of experience in multiple sectors of the oil and gas industry, including oilfield services and offshore drilling, and have served our Company for an average of 12 years. Ultimately, this combined expertise and experience was invaluable to maintaining the Company’s performance and preserving shareholder value during the extended market downturn. It is our belief that, particularly in comparison to that of our competitors – most of which filed for bankruptcy and restructured – the continuity of our management team, combined with their collective experience, provides a distinct competitive advantage and furthers the Company’s leadership position, allowing it to appropriately manage the inherent cyclicality and other unique characteristics of the offshore drilling industry.
ANNUAL PERFORMANCE BONUS
ANNUAL PERFORMANCE BONUS Our Performance Award and Cash Bonus Plan (the “Bonus Plan”) is a formulaic, goal-driven plan that provides participants, including the Named Executive Officers, with the opportunity to earn annual cash bonuses based on performance as measured against predetermined performance objectives. Individual target award levels, expressed as percentages of the participants’ base salaries, are established by the Committee at the beginning of the year. The target award opportunities under the Bonus Plan, when combined with base salaries, are intended to position the participants to earn total cash compensation approximating competitive market median levels. Individual awards correlate to Company performance, so the executives achieve above-target awards only when the Company achieves above-target performance. Further, the bonus opportunity is capped at a maximum payout level as noted below. In 2023, the Committee maintained the target bonus opportunity for our Named Executive Officers. Under the Bonus Plan for 2023, the Named Executive Officers had a potential payout range of 0% to 200% of their individual target award opportunities. The 2023 target bonus opportunity for each Named Executive Officer, expressed as a percentage of base salary, was as follows:
ANNUAL PERFORMANCE BONUS
| EXECUTIVE | 2023 BONUS TARGET (%) | INCREASE OVER 2022 (%) | | Mr. Thigpen | 135% | 0% | | Mr. Mey | 100% | 0% | | Mr. Adamson | 100% | 0% | | Mr. Davis | 100% | 0% | | Mr. Long | 100% | 0% |
2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT The annual cash bonus structure is designed to recognize and motivate strong financial, operational and sustainability performance. Achievement in these three focus areas provides the Committee with a direct line of sight to annual Company operational and financial results while maintaining an emphasis on our sustainability strategy. This structure is designed to focus our executives on those areas where we can differentiate ourselves from our competitors throughout the various cycles of our industry. The performance measures, relative weightings, and threshold-target-maximum payout ranges were designed based on our 2023 financial and operational forecasts and our 2023 sustainability business plan, as presented to the Committee in early February 2023. The following tables outline the 2023 bonus performance measures and relative weightings. Each of the measures is defined and discussed in more detail below. Based on the performance measures described further below and using the pre-determined weightings assigned to each measure by the Committee, the overall bonus achievement for each of our Named Executive Officers was 102% of the targeted bonus opportunity under the Bonus Plan for 2023. The components of this total bonus payout under the Bonus Plan for 2023 are as follows:
2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
| PERFORMANCE MEASURE | 2023 WEIGHTING (%) | | 2023 ACHIEVEMENT (%) | 2023 WEIGHTED ACHIEVEMENT (%) | | I. EBITDA | 60% | 53% | | 31% | | II. Uptime | 20% | 173% | | 35% | | III. Sustainability | 20% | 179% | | 36% | | 2023 Bonus Plan Achievement | | | | 102% |
2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
For specific award amounts, see “Executive Compensation—Summary Compensation Table.”
Developing Our EBITDA Target
The Committee weighted EBITDA at 60% of the total 2023 Bonus Plan opportunity. Further, taking into account the Company’s 2023 financial plan, the Committee set the 2023 EBITDA target at $860 million, which was higher than the 2022 EBITDA target and actual achievement levels. In evaluating the 2023 EBITDA target, the Committee, at the beginning of 2023, considered the following challenges for the Company and/or the industry: ■ Continued uncertainty in the rig contracting environment, including the potential for decreasing dayrates for new contracts relative to expiring long-term contracts; ■ Continued volatility of commodity prices throughout the year, potentially causing delays for customer contracting activity and/or deferrals of their projects; ■ The anticipated increase in maintenance expenses due to expected supply chain and inflationary concerns; and ■ The uncertain duration of contract preparation time. In further consideration of these challenges and uncertainties, the Committee modified the threshold-to-maximum range from +/- 15% to +/- 20%. Accordingly, the threshold and maximum performance outcomes were as follows:
Developing Our EBITDA Target
| EBITDA TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Threshold = $688M | 0% | | Target = $860M | 100% | | Maximum = $1,032M | 200% |
Developing Our Uptime Target
Using this formula, zero mechanical failures and human performance errors that do not result in a cessation of rig operations (i.e., downtime), would result in a rig operating at 100% Uptime. Downtime events detract from optimal performance and have a direct negative impact on the customer’s operational plan. In setting the threshold-target-maximum range for this measure, the mathematical differential of 3% from threshold to maximum is significant considering the total number of operating hours during a calendar year (e.g., approximately 172,502 hours of operation in 2023). The Committee approved the following uptime target for 2023:
Developing Our Uptime Target
| UPTIME TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Threshold = 95.0% | 0% | | Target = 96.5% | 100% | | Maximum = 98.0% | 200% |
Safety & Environmental Performance
| TRIR TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Entry (Threshold) = 0.30 | 0% | | Mid-Point (Target) = 0.24 | 100% | | Maximum = 0.18 | 200% |
Operations Emissions Intensity Reduction
Operations Emissions Intensity Reduction The Company measures operations emission intensity relative to a baseline of operations emissions recorded in 2019. Because the operating emissions vary by fleet composition, asset type, customer and operating region, the calculated emissions are adjusted for differences between the baseline and current year measurement periods to ensure there is an applicable comparison in each measurement year. The Operations Emissions Intensity calculation is based on operating days, which are defined as days for which a rig is contracted to earn a dayrate during the firm contract period after operations commence. Operations Emissions intensity is calculated by dividing operations emissions generated by our rigs on operating days by the number of operating days. Following the introduction of an operations emissions intensity reduction goal in our 2022 bonus plan, the Committee expanded the scope of the goal from the operating fleet in Norway to include the entire global operating fleet in 2023. The increase in scope and complexities of different asset classes and operating environments required new and expanded strategies to reduce operating emissions. Along with the investments made to upgrade the Norwegian fleet in 2022, which continued to produce improved operations emissions intensity results, additional focus was placed in 2023 on opportunities to impact the power required to maintain safe and efficient operations across the fleet. Utilizing the operational data available in the Smart Equipment Analytics (SEA) platform, power generation was adjusted, where possible, to match operational demand while maintaining a buffer of power reserve to ensure no impact to operations. Giving consideration to the expanded geography and fleet included in the 2023 measure, as well as the planned investments and upgrades intended to reduce operations emissions intensity across the global fleet, the Committee, upon recommendation from the HSES Committee, approved an Operations Emissions Intensity Reduction target for 2023 of 4%, on an annualized basis compared to 2019. In setting the threshold and maximum values, the Committee applied a 50% range above and below target. This range created a threshold, or entry point, of 2% and a maximum of 6%.
Operations Emissions Intensity Reduction
| EMISSIONS INTENSITY REDUCTION TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Threshold = 2% | 0% | | Target = 4% | 100% | | Maximum = 6% | 200% |
OVERALL 2023 ANNUAL BONUS ACHIEVEMENT
OVERALL 2023 ANNUAL BONUS ACHIEVEMENT IN 2023, WE DELIVERED STRONG ANNUAL PERFORMANCE RESULTS. Our executive leadership showed exceptional discipline and commitment in managing the Company, driving the success of our business, and building long-term value. Further, our success in delivering solid results in 2023 against the measures approved by the Committee could not have been realized without the discipline, flexibility and resilience of our dedicated workforce.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES THE COMMITTEE ESTABLISHES COMPETITIVE LONG-TERM INCENTIVE (“LTI”) OPPORTUNITIES FOR OUR NAMED EXECUTIVE OFFICERS THAT MOTIVATE THEM TO INCREASE TOTAL SHAREHOLDER RETURN, DRIVE LONG-TERM SUSTAINABLE VALUE AND ALIGN THE INTERESTS OF PARTICIPANTS WITH THOSE OF SHAREHOLDERS. To provide an appropriate balance of incentives tied to performance, two types of long-term equity instruments were used in 2023: Performance Units (“PSUs”) and Restricted Share Units (“RSUs”), each weighted at 50%. This LTI mix was designed to ensure that a minimum of 50% of total LTI is conveyed through performance-based awards. RSUs were included in the incentive mix to reinforce a direct relationship to the shareholder experience and to promote ownership of Company equity. Both instruments were also designed to be retentive in nature through extended performance and vesting periods. The following LTI award values were delivered to our Named Executive Officers in 2023.
LONG-TERM INCENTIVES
| EXECUTIVE | 2023 LTI TARGET VALUE (U.S. $) | | Mr. Thigpen | 8,000,000 | | Mr. Mey | 2,700,000 | | Mr. Adamson | 2,800,000 | | Mr. Davis | 2,150,000 | | Mr. Long | 2,181,818 |
LONG-TERM INCENTIVES
Each Named Executive Officer target LTI value is delivered in shares based on the following: ■ Performance Units: one-half of the total LTI target value is divided by an approximated Grant Date Fair Value based on an estimated Monte Carlo valuation performed immediately prior to the date of grant; and ■ Restricted Share Units: one-half of the total LTI target value is divided by a value equal to the average of our high-low trading prices for the 10 days immediately preceding the date of grant. This practice is utilized to most closely approximate the expected grant value. The values disclosed in the Summary Compensation Table reflect the actual grant date fair value and may vary slightly from the target value.
PERFORMANCE UNITS (“PSU”)
PERFORMANCE UNITS (“PSU”) In 2023, the Committee decided to base the 2023 PSU design 100% on the market-based measure of relative Total Shareholder Return (“TSR”). The target award value of the 2023 PSU grants to each of the Named Executive Officers was weighted at 50% of each officer’s total 2023 LTI target award value and each PSU granted represents one share and is earned based on comparing the Company’s TSR relative to the Company’s Performance Peer Group during four distinct performance periods over a three-year period. In anticipation of a continuing improvement in market conditions during the performance period and related market volatility, the Committee structured the PSU award such that performance is measured utilizing four distinct performance periods, individually weighted and averaged at the end of the three-year period. The performance periods consist of: ■ 36-month period of January 1, 2023 - December 31, 2025, weighted at 40%, ■ 12-month period of January 1, 2023 – December 31, 2023, weighted at 20%, ■ 12-month period of January 1, 2024 – December 31, 2024, weighted at 20%, and ■ 12-month period of January 1, 2025 – December 31, 2025, weighted at 20%. Achievement will be determined based on the Company’s ordinal ranking in each of the distinct TSR performance periods, and, at the conclusion of the three-year period, achieved performance in each of the distinct performance cycles will be weighted and averaged to determine earned achievement and calculate the number of PSUs earned. Payout potential ranges for the entirety of the PSU award from 0% to 200% of target award value, calculated by linear interpolation between the percentages assigned below. In recognition of the importance of shareholder alignment, the Committee capped the earning of PSUs at target if the Company’s absolute TSR during the performance period is less than negative 15%. The Committee set the cap at this level to ensure that management does not benefit disproportionately from shareholder returns that are more than marginally negative. The Committee also set a floor such that PSU achievement may not be less than threshold performance (50% of target) if TSR is above positive 15% to recognize delivered shareholder return irrespective of performance within the peer group. Additionally, the Committee has applied a price cap such that if the fair market value of a share exceeds $20 on the date the Committee makes a determination with respect to achievement of TSR performance over the performance cycle (such date being the “determination date”), the number of PSUs that would have been earned will be reduced by multiplying such number of PSUs by a fraction, the numerator of which is $20 and the denominator of which is the fair market value of a share on the determination date. The Committee set this price cap to prevent an unintended compensation windfall in a recovering market. Upon completion of the 2023-2025 PSU performance cycle, the Committee will determine final payout levels, if any, and shares will be distributed to the Named Executive Officers, along with a cash payment equal to any dividends or equivalents for earned shares that may have accrued during the performance cycle.
RESTRICTED SHARE UNITS (“RSU”)
RESTRICTED SHARE UNITS (“RSU”) The target award value of the 2023 RSU grants to each of the Named Executive Officers was weighted at 50% of each officer’s total 2023 LTI target award value. Time-vested RSUs were granted to all Named Executive Officers as part of the 2023 annual long-term incentive grants. Each RSU represents one share and the RSUs vest over a three-year schedule (ratably one-third each year), contingent upon continued service.
PSUs EARNED IN 2023
PSUs EARNED IN 2023 The 2021 PSU award achievement is based on the Company’s TSR performance relative to a group of industry peer companies and Company liquidity performance based on three, 12-month liquidity targets set annually by the Committee. The final PSU achievement is determined based upon the cumulative result of relative TSR and absolute liquidity performance. In anticipation of improved market stability, the Committee returned to a single, 3-year measurement period for the 2024-2026 PSU award with achievement based solely on Company TSR performance relative to a group of peer companies.
Relative TSR Performance
Relative TSR Performance In 2024, the Committee evaluated the Company’s TSR performance relative to an industry peer group of 15 companies established for the performance period from January 1, 2021 through December 31, 2023. Of note, at the time the 2021 award peer group was determined, four of the Company’s direct competitors and prior performance peers had commenced or were in the process of restructuring, filing for bankruptcy, or suspended trading. As such, replacement industry peer companies were selected for inclusion in the 2021 performance peer group to ensure a meaningful size peer group was achieved. The Company’s relative ranking was determined to be above the 86th percentile at third of 16 among the peer companies, resulting in relative TSR PSU performance achievement of 191.67% of target.
Cumulative 2021 PSU Performance Achievement
Cumulative 2021 PSU Performance Achievement Based upon the Company’s relative TSR and absolute liquidity performance, the cumulative PSU performance achievement was confirmed at 187.11% of target.
SPECIAL PERFORMANCE BONUS
SPECIAL PERFORMANCE BONUS In 2022, the Committee approved a special performance bonus opportunity, under the Transocean Ltd. 2015 Long-Term Incentive Plan (the “Plan”) for two of our NEO’s – Messrs. Davis and Mey. The performance bonus was based upon key project performance criteria critical to Company financial goals and financial reporting requirements. Under the terms of the performance bonus, achievement was scheduled to be determined at the end of April 15, 2023, for Mr. Davis and March 15, 2023, for Mr. Mey, and was contingent on continued employment through the applicable determination date. The special performance bonus opportunity for Mr. Davis, with a target equal to his base salary, was dependent on a successful implementation of Enterprise Resource Planning (“ERP”) financial software in 2022 with successful application of the ERP to complete no later than March 31, 2023 the Company’s financial statements as of and for the year ended December 31, 2022. The implementation of the enhanced financial software was critical to replace a legacy system that was no longer supported by the manufacturer and required ongoing maintenance of highly customized configurations. Without replacement, the legacy system created potential exposure to our business continuity and cybersecurity vulnerability. In addition, the ERP offered opportunities for integration and synergies with other systems that are anticipated to produce efficiencies in work activity. Further, successful completion of the ERP implementation under Mr. Davis’ direction was critical before his eventual retirement, given his tenure and experience working within the Company’s complex technical infrastructure. The implementation and integration of the new Company ERP was successfully completed in the third quarter of 2022 and the Company’s financial statements were timely completed. Mr. Davis was critical to the achievement of an on-time, on-budget successful implementation. Upon successful completion of the award criteria, Mr. Davis was awarded the special performance bonus at target achievement. The special performance bonus opportunity for Mr. Mey was dependent upon (1) the filing, no later than March 1, 2023, of the Company’s annual report on Form 10-K for the year ended December 31, 2022, that contained an audit report with no going concern qualification for the financial statements contained within the annual report; and (2) the consummation, no later than December 31, 2022, of a new or amended revolving credit facility (“RCF”), in either case featuring targeted capacity of $675M and a term of at least two years. The bonus target was set at an amount equal to his base salary with decreased and increased bonus opportunity based upon the capacity of the new credit facility. Securing a new or extended RCF was a central focus of our shareholders, as it was necessary for the Company’s financial flexibility and served as a foundation to extend the Company’s liquidity position. Without the RCF, the Company’s ability to fund its growth prospects and meet other obligations would have been severely constrained, adversely affecting shareholder returns. The liquidity provided by the RCF was especially important in the early phases of the market recovery to provide a level of assurance to shareholders that their equity in the Company would not be compromised through a financial restructuring. Obtaining a new or extended RCF was complicated due to regulatory and other limitations applicable to certain of our RCF lenders, which also resulted in certain of our RCF lenders exiting the facility as part of the process to amend and extend the RCF. Meanwhile, as we prepared for and implemented an amendment and extension of the RCF, we were planning and preparing for the succession plan for Mr. Mey’s position, which we expect to be completed in the second quarter of 2024, as disclosed on February 20, 2024. Upon successful completion of the award criteria, Mr. Mey was awarded the special performance bonus at target achievement.
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS Employment agreements with our Executive Management Team comply with the Swiss Code, which prohibits the payment of severance benefits to members of the Executive Management Team. Other than the individual compensation terms applicable for each executive, the same basic form of employment agreement was used for Named Executive Officers with agreements.
POST-EMPLOYMENT COMPENSATION
POST-EMPLOYMENT COMPENSATION The competitive marketplace for executive talent and our desire to retain our Executive Officers require us, subject to compliance with applicable law, to provide our Executive Officers with a severance package. Each of our Executive Officers who are not members of our Executive Management Team is eligible to receive severance benefits in the event the Company chooses to terminate the Executive Officer without cause or the Executive Officer voluntarily terminates employment for good reason (both referred to as a “qualifying termination”). Subject to the Committee’s approval, the benefits provided in the event of a qualifying termination under the terms of our Executive Severance Benefit Policy include a cash severance benefit limited to one year of base salary; a pro rata share of the termination year’s award under the Bonus Plan for such executive; treatment of outstanding long-term incentive awards as provided for in the terms and conditions of each award (as more fully described under “Executive Compensation—Potential Payments Upon Termination or Change of Control”); and outplacement services not to exceed 5% of the base salary of the executive. In 2023, the policy was updated to increase the amount of the cash severance benefit to Executive Officers reporting directly to the Chief Executive Officer to two times base salary in the event of a qualifying termination that occurs 30 days prior to or 24 months following a change of control. The interests of our shareholders are served by including a double-trigger change-in-control provision in the Bonus Plan and the Long-Term Incentive Plan for Named Executive Officers who would be integral to the success of, and are most likely to be impacted by, a change of control the Company. By requiring two triggering events to occur, those Executive Officers who remain with the Company through a change of control will be appropriately focused on the success of the combined enterprise while those who depart because of a change of control will be appropriately compensated. The types of payments that will be made to our executives, along with estimated values as of December 31, 2023, are described under “Executive Compensation-Potential Payments Upon Termination or Change of Control.” The Committee periodically reviews severance packages offered to the Executive Officers that are not part of our Executive Management Team to ensure the benefits are aligned with prevailing market practices. For a Named Executive Officer to receive the benefits described above, the Named Executive Officer must first sign a release of all claims against the Company and enter into a legally compliant non-competition, non-solicitation, and confidentiality agreement covering our trade secrets and proprietary information. The Swiss Code prohibits certain types of compensation payments to members of the Executive Management Team, including severance payments in any form. Therefore, members of the Executive Management Team are not eligible to participate in the Executive Severance Benefit Policy. Executive Compensation Governance, Policy and Practice The Committee is responsible for the executive compensation program design and decision-making process. The Committee solicits input from independent members of the Board of Directors, the Chief Executive Officer, other members of management, and the independent compensation consultant to assist with its responsibilities. The following summarizes the roles of each of the key participants in the executive compensation decision-making process.
COMPENSATION COMMITTEE
| | Executive Officer’s compensation based on this evaluation as well as a review of compensation practices in the competitive market; | | ■ | Establishing and approving our executive compensation plans and arrangements to provide benefits to our Executive Officers in accordance with the goals and objectives of the Company, as established by the Board of Directors; | | ■ | Administering the Company’s LTI plans, including determining plan eligibility and approving individual awards for all plan participants; | | ■ | Administering the Company’s Performance Award and Cash Bonus Plan and approving individual awards for all Executive Officers; | | ■ | Considering and approving executive employment and, to the extent permissible under Swiss law, severance agreements or other contractual agreements that may be entered into with our Executive Officers (that shall not include “single-trigger” change-in-control agreements); | | ■ | Engage with our shareholders to review and consider their feedback on executive compensation design; | | ■ | Reviewing and discussing this Compensation Discussion and Analysis, the Company’s Swiss statutory compensation report and maximum aggregate compensation limits for the Board of Directors and members of the Executive Management Team with our management and, based upon such review and discussion, recommending to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement for our Annual General Meeting or our annual report, as applicable; and | | ■ | Assessing the risks associated with the Company’s compensation arrangements. |
INDEPENDENT COMPENSATION CONSULTANT
INDEPENDENT COMPENSATION CONSULTANT To assist in discharging its responsibilities and to ensure that we are continually reviewing and evolving our compensation programs with competitive market standards, the Committee engaged an independent executive compensation consulting firm, Pay Governance LLC (“Pay Governance”), that advised the Committee on executive compensation matters in 2023. In order to preserve the independence of the Committee’s compensation consultant and avoid the appearance of an impairment of such independence, the Committee adopted a policy that any compensation consultant to the Committee may not provide other services to the Company in excess of $100,000. Neither Pay Governance nor any of its affiliates provided the Company with any other services in 2023. In May 2023, the Committee assessed whether the work of Pay Governance for the Committee during 2023 raised any conflict of interest by conducting a review of several independence factors, which included the factors set forth under Rule 10C-1 of the Exchange Act. The Committee concluded that no conflict of interest was raised that would prevent Pay Governance from independently advising the Committee. In advising the Committee, the compensation consultant reports to and acts at the direction of the Committee. The Committee directs the compensation consultant in the performance of its duties under its engagement to provide certain guidance on an ongoing basis, including:
INDEPENDENT COMPENSATION CONSULTANT
| In advising the Committee, the compensation consultant reports to and acts at the direction of the Committee. The Committee directs the compensation consultant in the performance of its duties under its engagement to provide certain guidance on an ongoing basis, including: | | | ■ | Expertise on compensation strategy and program design; | | ■ | Information relating to the selection of the Company’s peer groups; |
INDEPENDENT COMPENSATION CONSULTANT
| ■ | Relevant market data and alternatives to consider when making compensation decisions; | | ■ | Assistance in establishing and updating annual and long-term incentive guidelines; | | ■ | Periodic reviews of the total executive compensation program; | | ■ | Regular assessment of realizable pay-for-performance; and | | ■ | Support and advise as the Committee conducts its analysis of and makes its decisions regarding executive compensation. |
INDEPENDENT COMPENSATION CONSULTANT
The Committee does not necessarily adopt all recommendations made by the compensation consultant but uses the consultant’s work as a reference in exercising its own judgment with respect to its own executive compensation actions and decisions. The compensation consultant participates in every meeting of the Committee and meets privately with the Committee at the Committee’s request. Our management provides information to the consultant but does not direct or oversee its activities with respect to our executive compensation program.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Summary Compensation Table The following table shows the compensation paid by the Company for the fiscal year ended December 31, 2023, to each of our Chief Executive Officer, Chief Financial Officer and the next three most highly compensated Executive Officers, who are collectively referred to herein as our Named Executive Officers.
EXECUTIVE COMPENSATION
| | | | | | | | CHANGE IN | | | | | | | | | | | PENSION | | | | | | | | | | | VALUE AND | | | | | | | | | | NON-EQUITY | NONQUALIFIED | | | | | | | | | | INCENTIVE | DEFERRED | | | | | | | | STOCK | OPTION | PLAN | COMPENSATION | ALL OTHER | | | NAME AND | | SALARY | BONUS | AWARDS(1) | AWARDS(1) | COMPENSATION(2) | EARNINGS(3) | COMPENSATION(4) | TOTAL | | PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Jeremy D. Thigpen | 2023 | 1,150,000 | ― | 8,308,561 | — | 1,583,550 | ― | 313,105 | 11,355,216 | | Chief Executive | 2022 | 1,133,523 | ― | 8,591,879 | — | 1,713,886 | ― | 294,575 | 11,733,864 | | Officer | 2021 | 1,000,000 | ― | 7,669,712 | — | 4,700,000 | ― | 345,646 | 13,715,358 | | Mark L. Mey | 2023 | 760,000 | ― | 2,804,140 | — | 1,535,200 | ― | 183,964 | 5,283,304 | | Executive Vice President | 2022 | 760,000 | ― | 2,899,756 | — | 851,200 | ― | 178,582 | 4,689,538 | | and Chief Financial Officer | 2021 | 760,000 | ― | 2,761,096 | — | 2,016,040 | ― | 211,855 | 5,748,991 | | Keelan I. Adamson | 2023 | 800,000 | ― | 2,907,999 | — | 816,000 | 60,336 | 187,000 | 4,771,335 | | President and Chief | 2022 | 783,523 | ― | 3,007,154 | — | 877,546 | ― | 159,958 | 4,828,181 | | Operations | 2021 | 644,129 | ― | 2,326,476 | — | 1,529,040 | ― | 164,643 | 4,664,289 | | Officer | | | | | | | | | | | Howard E. Davis | 2023 | 550,000 | ― | 2,232,927 | — | 1,111,000 | ― | 135,319 | 4,029,246 | | Executive Vice President | 2022 | 550,000 | ― | 2,309,074 | — | 616,000 | ― | 124,520 | 3,599,594 | | and Chief Administrative | 2021 | 550,000 | ― | 2,198,650 | — | 1,479,000 | ― | 145,562 | 4,373,212 | | and Information Officer | | | | | | | | | | | Brady K. Long | 2023 | 600,000 | ― | 2,265,972 | — | 612,000 | ― | 148,300 | 3,626,271 | | Executive Vice President | 2022 | 594,508 | ― | 2,343,243 | — | 665,849 | ― | 131,597 | 3,735,196 | | and General Counsel | 2021 | 550,000 | ― | 2,045,257 | — | 1,411,500 | ― | 148,278 | 4,155,035 |
EXECUTIVE COMPENSATION
(1) These amounts represent the aggregate grant date fair value of performance share units and restricted share units granted in each year as shown in the “Grants of Plan-Based Awards for 2023” table and computed in accordance with the provisions of FASB ASC Topic 718. Regarding assumptions underlying the valuation of these equity awards, please see Note 15 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. (2) These amounts represent annual cash bonuses payable to the Named Executive Officers based on service during the year and awarded in the following year pursuant to the Performance Award and Cash Bonus Plan.The Performance Award and Cash Bonus Plan, including the performance targets used for 2023, is described under the Compensation Discussion and Analysis – Annual Performance Bonus. For Messrs. Mey and Davis these amounts include special performance bonuses of $760,000 and $550,000 respectively.These special performance bonuses are described in greater detail in the Compensation Discussion and Analysis – Special Performance Bonus. (3) These amounts represent the change in value during the 12-month period ending on December 31 of each year. There are no nonqualified deferred compensation earnings included in this column because no Named Executive Officers received above-market or preferential earnings on such compensation during 2023, 2022 or 2021. (4) All Other Compensation for 2023 includes Company matching contributions of $33,000 to the account of each Named Executive Officer under the U.S. 401(k) Savings Plan; Company matching contributions under the Savings Restoration Plan in the following amounts: Mr. Thigpen, $253,389; Mr. Mey $128,120; Mr. Adamson $134,755; Mr. Davis, $83,600; and Mr. Long $93,585; and Company-paid benefits in the following amounts: Mr. Thigpen $26,716; Mr. Mey $22,844; Mr. Adamson $19,245; Mr. Davis, $18,719; and Mr. Long $21,715. Grants of Plan-Based Awards for 2023 The following table provides information concerning the annual performance bonus and long-term incentive awards made to each of the Named Executive Officers in the fiscal year ended December 31, 2023.
EXECUTIVE COMPENSATION
| | | | | | | | | | | ALL OTHER | | | | | | | | | | | | | ALL OTHER | OPTION | | GRANT | | | | | | | | | | | STOCK | AWARDS: | | DATE | | | | | | | | | | | AWARDS: | NUMBER OF | | FAIR | | | | | ESTIMATED FUTURE PAYOUTS | | | | | | NUMBER | SHARES OF | EXERCISE | VALUE OF | | | | | UNDER NON-EQUITY | | | ESTIMATED FUTURE PAYOUTS UNDER | | | OF SHARES | SECURITIES | PRICE OF | STOCK AND | | | | | INCENTIVEPLAN AWARDS(1) | | | EQUITY INCENTIVE PLAN AWARDS(2) | | | OF STOCK | UNDERLYING | OPTION | OPTION | | | TYPE OF | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | OR UNITS(3) | OPTIONS(3) | AWARDS | AWARDS(4) | | | AWARD | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($) | ($) | | Jeremy D. Thigpen | AIP | | — | 1,552,500 | 3,105,000 | | | | | | | | | | PSU | 2/9/2023 | | | | — | 597,907 | 1,195,814 | | | | 4,029,893 | | | RSU | 2/9/2023 | | | | | | | 580,552 | | | 4,278,668 | | Mark L. Mey | AIP | | — | 760,000 | 1,520,000 | | | | | | | | | | PSU | 2/9/2023 | | | | — | 201,794 | 403,588 | | | | 1,360,092 | | | RSU | 2/9/2023 | | | | | | | 195,936 | | | 1,444,048 | | Keelan I. Adamson | AIP | | — | 800,000 | 1,600,000 | | | | | | | | | | PSU | 2/9/2023 | | | | — | 209,268 | 418,536 | | | | 1,410,466 | | | RSU | 2/9/2023 | | | | | | | 203,193 | | | 1,497,532 | | Howard E. Davis | AIP | | — | 550,000 | 1,100,000 | | | | | | | | | | PSU | 2/9/2023 | | | | — | 160,688 | 321,376 | | | | 1,083,037 | | | RSU | 2/9/2023 | | | | | | | 156,023 | | | 1,149,890 | | Brady K. Long | AIP | | — | 600,000 | 1,200,000 | | | | | | | | | | PSU | 2/9/2023 | | | | — | 163,066 | 326,132 | | | | 1,099,065 | | | RSU | 2/9/2023 | | | | | | | 158,332 | | | 1,166,907 |
EXECUTIVE COMPENSATION
(1) These amounts represent the potential payout opportunities to the Named Executive Officers for the 2023 performance period under the Performance Award and Cash Bonus Plan. There is no payout at or below threshold under this plan for 2023. Actual amounts earned by the Named Executive Officers under the plan are reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table.” For more information regarding the Performance Award and Cash Bonus Plan, including the performance targets used for 2023, see Compensation Discussion Analysis—Annual Performance Bonus. (2) The February 9, 2023 performance share unit award is subject to a 36-month performance period beginning January 1, 2023 and ending December 31, 2025. The actual number of performance units received will be determined in the first 60 days of 2026 and is contingent on the Company’s performance in total shareholder return relative to the Performance Peer Group both on three-year performance measurement period and on three consecutive, one-year performance periods. Any earned shares will vest on December 31, 2025. The amounts shown under the Maximum column represent the payout level of 200%. There is no payout at or below threshold level under this plan for 2023. (3) These amounts represent the number of time-vested restricted share units granted to the Named Executive Officers under the long-term incentive plans. The units vest in one-third increments over an approximate 36-month period commencing on February 9, 2023. The first installment vested on March 1, 2024, and the other installments will vest on March 1, 2025, and March 1, 2026. (4) These amounts represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The 2023 performance share unit fair value is calculated using a Monte Carlo simulation to value total shareholder return at the share price on the date of grant. Outstanding Equity Awards at Year-End 2023 The following table sets forth certain information with respect to outstanding equity awards at December 31, 2023, for the Named Executive Officers.
EXECUTIVE COMPENSATION
| | | | | | | | | | EQUITY | | | | | | | | | | EQUITY | INCENTIVE PLAN | | | | | | | | | | INCENTIVE | AWARDS: | | | | | | | | | | PLAN AWARDS: | MARKET OR | | | | NUMBER OF | NUMBER OF | | | NUMBER OF | MARKET VALUE | NUMBER OF | PAYOUT VALUE | | | | SECURITIES | SECURITIES | | | SHARES OR | OF SHARES | UNEARNED | OF UNEARNED | | | | UNDERLYING | UNDERLYING | | | UNITS OF | OR UNITS OF | SHARES, UNITS, | SHARES, UNITS, | | | | UNEXERCISED | UNEXERCISED | OPTION | | STOCK THAT | STOCK THAT | OTHER RIGHTS | OTHER RIGHTS | | | | OPTIONS | OPTIONS | EXERCISE | OPTION | HAVE NOT | HAVE NOT | THAT HAVE NOT | THAT HAVE NOT | | | Grant | (#) | (#) | PRICE | EXPIRATION | VESTED(2) | VESTED(3) | VESTED(4)(5) | VESTED(3) | | NAME | Date | EXERCISABLE(1) | UNEXERCISABLE(1) | ($/SHARE) | DATE | (#) | ($) | (#) | ($) | | Jeremy D. Thigpen | 2/11/2016 | 233,957 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 217,618 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 328,947 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 432,099 | — | 8.35 | 2/6/2029 | | | | | | | 2/12/2021 | | | | | 362,319 | 2,300,726 | | | | | 2/10/2022 | | | | | 770,713 | 4,894,028 | | | | | 2/9/2023 | | | | | 580,552 | 3,686,505 | | | | | 2/12/2021 | | | | | | | 1,034,316 | 6,567,907 | | | 2/10/2022 | | | | | | | 1,133,145 | 7,195,471 | | | 2/9/2023 | | | | | | | 597,907 | 3,796,709 | | Mark L. Mey | 2/11/2016 | 98,039 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 94,011 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 126,880 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 166,667 | — | 8.35 | 2/6/2029 | | | | | | | 2/12/2021 | | | | | 130,435 | 828,262 | | | | | 2/10/2022 | | | | | 260,116 | 1,651,737 | | | | | 2/9/2023 | | | | | 195,936 | 1,244,194 | | | | | 2/12/2021 | | | | | | | 372,354 | 2,364,448 | | | 2/10/2022 | | | | | | | 382,436 | 2,428,469 | | | 2/9/2023 | | | | | | | 201,794 | 1,281,392 | | Keelan I. Adamson | 2/11/2016 | 44,118 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 46,657 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 62,970 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 111,111 | — | 8.35 | 2/6/2029 | | | | | | | 2/12/2021 | | | | | 109,904 | 697,890 | | | | | 2/10/2022 | | | | | 269,750 | 1,712,913 | | | | | 2/9/2023 | | | | | 203,193 | 1,290,276 | | | | | 2/12/2021 | | | | | | | 313,742 | 1,992,262 | | | 2/10/2022 | | | | | | | 396,600 | 2,518,410 | | | 2/9/2023 | | | | | | | 209,268 | 1,328,852 | | Howard E. Davis | 2/11/2016 | 73,529 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 74,861 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 101,034 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 132,716 | — | 8.35 | 2/6/2029 | | | | | | | 2/12/2021 | | | | | 103,865 | 659,543 | | | | | 2/10/2022 | | | | | 207,130 | 1,315,276 | | | | | 2/9/2023 | | | | | 156,023 | 990,746 | | | | | 2/12/2021 | | | | | | | 296,504 | 1,882,800 | | | 2/10/2022 | | | | | | | 304,534 | 1,933,791 | | | 2/9/2023 | | | | | | | 160,688 | 1,020,369 | | Brady K. Long | 2/11/2016 | 58,489 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 69,638 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 93,985 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 123,457 | — | 8.35 | 2/6/2029 | | | | | | | 2/12/2021 | | | | | 96,619 | 613,531 | | | | | 2/10/2022 | | | | | 210,195 | 1,334,738 | | | | | 2/9/2023 | | | | | 158,332 | 1,005,408 | | | | | 2/12/2021 | | | | | | | 275,818 | 1,751,444 | | | 2/10/2022 | | | | | | | 309,040 | 1,962,404 | | | 2/9/2023 | | | | | | | 163,066 | 1,035,469 |
EXECUTIVE COMPENSATION
(1) Each option award has a 10-year term from the grant date. (2) Restricted share units granted on February 12, 2021; one-third vested on each March 1, 2022, 2023 and 2024. Restricted share units granted on February 10, 2022; one-third vested on each March 1, 2023, 2024 and 2025. Restricted share units granted on February 9, 2023; one-third vested on each March 1, 2024, 2025 and 2026. (3) For purposes of calculating the amounts in these columns, the closing price of our shares on the NYSE on December 29, 2023, of $6.35 was used. (4) Performance share units granted in 2021, 2022 and 2023 are subject to a three-year performance period ending on December 31, 2023,December 31, 2024 and December 31, 2025 respectively. The actual number of performance share units received will be determined in the first 60 days following the end of the performance period and is contingent on our performance as determined by comparing our total shareholder return relative to the Performance Peer Group, and for the 2021 award, an absolute liquidity goal, relative to annual targets. Any shares earned will vest on the last day of the performance period. For more information regarding long-term incentive plans, please see Compensation Discussion and Analysis—Long-Term Incentives. (5) Performance share units are listed at the targeted number of units. Option Exercises and Shares Vested for 2023 The following table sets forth certain information with respect to the exercise of options and the vesting of RSUs and PSUs, as applicable, during 2023 for the Named Executive Officers.
EXECUTIVE COMPENSATION
| | NUMBER OF SHARES | VALUE | NUMBER OF | VALUE | | | ACQUIRED ON | REALIZED ON | SHARES ACQUIRED | REALIZED ON | | | EXERCISE | EXERCISE | ON VESTING | VESTING(1) | | NAME | (#) | ($) | (#) | ($) | | Jeremy D. Thigpen | — | — | 2,513,922 | 18,205,325 | | Mark L. Mey | — | — | 941,757 | 6,824,531 | | Keelan I. Adamson | — | — | 774,652 | 5,606,564 | | Howard E. Davis | — | — | 749,920 | 5,434,366 | | Brady K. Long | — | — | 706,357 | 5,117,224 |
EXECUTIVE COMPENSATION
, (1) Value realized on vesting is calculated by multiplying the closing price of our shares on the NYSE on the date of release by the number of gross shares that were released on such date, including any shares subsequently withheld in satisfaction of requisite tax withholding. Pension Benefits for 2023 We maintain the following pension plans for executive officers and other employees that provide for post-retirement income based on age and years of service:
EXECUTIVE COMPENSATION
| ■ | Transocean Savings Restoration Plan | | ■ | Transocean U.S. Retirement Plan | | ■ | Transocean Pension Equalization Plan |
EXECUTIVE COMPENSATION
The following table and narrative disclosure set forth certain information with respect to pension benefits payable to the Named Executive Officers pursuant to these plans:
EXECUTIVE COMPENSATION
| | | NUMBER OF | PRESENT | | | | | YEARS | VALUE OF | PAYMENTS | | | | CREDITED | ACCUMULATED | DURING | | | | SERVICE | BENEFIT | 2023 | | NAME | PLAN NAME | (#) | ($) | ($) | | Jeremy D. Thigpen | Transocean Savings Restoration Plan | 9 | 1,621,104 | — | | Mark L. Mey | Transocean Savings Restoration Plan | 9 | 907,908 | — | | | | | | — | | Keelan I. Adamson | Transocean Savings Restoration Plan | 9 | 542,199 | | | | Transocean U.S. Retirement Plan | 10 | 397,429 | — | | | Transocean Pension Equalization Plan | 10 | 355,702 | | | Howard E. Davis | Transocean Savings Restoration Plan | 8 | 525,246 | — | | Brady K. Long | Transocean Savings Restoration Plan | 8 | 476,158 | — |
EXECUTIVE COMPENSATION
Transocean Savings Restoration Plan The Company maintains the Transocean Savings Restoration Plan, a nonqualified, unfunded, defined contribution plan for key management employees who earn compensation in excess of certain limits in the Internal Revenue Code. All Named Executive Officers participate in this plan. Effective January 1, 2017, all participants in this plan are fully vested. The plan provides that eligible participants receive an annual contribution equal to 10% (or such other percentage as determined by the administrative committee) of the compensation earned in a particular calendar year that is in excess of the Internal Revenue Code limits. Compensation considered under this plan includes basic salary and annual performance bonus. A participant must be employed on the last day of the calendar year in order to receive a contribution for a particular year. Benefits are payable upon a participant’s termination of employment, or six months after termination in the case of certain officers. Transocean U.S. Retirement Plan The Transocean U.S. Retirement Plan is a tax-qualified pension plan. Benefit accruals under this plan were frozen effective as of December 31, 2014. Mr. Adamson is the only Named Executive Officer who participates in this plan. The purpose of the plan is to provide post-retirement income benefits to employees in recognition of their long-term service to the Company. Benefits available to executives are no greater than those offered to non-executive participants. The plan is funded through cash contributions made by the Company based on actuarial valuations and regulatory requirements. Employees working for the Company in the U.S. are fully vested after completing five years of eligible employment. Employees earn the right to receive a benefit upon retirement at the normal retirement age of 65 or upon early retirement (age 55 or older with five years of service). Furthermore, employees earn the right to receive a benefit if they are active employees and age 65 or older (with five years of service). The elements of compensation included in computing the retirement benefit are basic salary and annual performance bonuses earned prior to January 1, 2015. Retirement benefits are calculated as (i) the sum of 1% of the employee’s compensation for each calendar year (or partial year) of employment, divided by (ii) twelve. Certain assumptions and calculation methods were used to determine the values of the pension benefits disclosed in the “Pension Benefits for 2023” table above. In particular, monthly accrued pension benefits, payable at age 65, were determined as of December 31, 2023. The present value of these benefits was calculated based on assumptions used in the Company’s financial statements for 2023. Transocean Pension Equalization Plan The Pension Equalization Plan (“PEP”) is a nonqualified, unfunded, noncontributory pension plan that was frozen effective December 31, 2014. Mr. Adamson is the only Named Executive Officer with a frozen benefit in the PEP. Certain employees are eligible to receive a benefit under the PEP if the level of their compensation prior to January 1, 2015, would otherwise cause them to exceed the Internal Revenue Code compensation limitations imposed on the Transocean U.S. Retirement Plan. The purpose of the PEP is to provide supplemental post-retirement income in recognition of service to the Company. Benefits are payable upon a participant’s termination of employment, or six months after termination in the case of certain officers. The plan recognizes the same forms of compensation and the same formula used to calculate the plan benefit as the Transocean U.S. Retirement Plan; however, earnings are not limited to the pay cap under the Internal Revenue Code Section 401(a)(17) ($260,000 in 2014 when the PEP was frozen). Benefits are not earned until the individual has five years of credited service with the Company. Certain assumptions and calculation methods were used to determine the values of the pension benefits disclosed in the “Pension Benefits for 2023” table above. In particular, monthly accrued pension benefits, payable at age 65, were determined as of December 31, 2023. The present value of these benefits was calculated based on assumptions used in the Company’s financial statements for 2023. Potential Payments Upon Termination or Change of Control The following table summarizes the treatment of outstanding awards as provided in the terms and conditions of each award.
EXECUTIVE COMPENSATION
| EVENT | CONSEQUENCES | | Voluntary not-for-cause termination | Restricted Share Units, Performance Share Units, Performance Cash and Stock Options – executive’s right to unvested portion of award terminates immediately; vested and outstanding stock options will remain exercisable for 60 days following termination (or until expiration, if sooner) | | Involuntary not-for-cause termination or Retirement | Restricted Share Units – prorated portion of award vests Performance Share Units and Performance Cash – prorated portion of award vests based on actual performance after the performance period ends Stock Options – unvested portion of award terminates immediately; vested and outstanding will remain exercisable for one year following termination (or until option expiration, if sooner) | | Termination due to Death or Disability | Restricted Share Units – award vests Performance Share Units and Performance Cash – prorated portion of award vests based on actual performance after the performance period ends Stock Options – award vests and all vested and outstanding will remain exercisable for one year following termination (or until option expiration (or until option expiration, if sooner) | | Involuntary termination not-for-cause after a Change of Control | Restricted Share Units – award vests Performance Share Units and Performance Cash – award vests based on target performance Stock options – awards vest and all vested and outstanding will remain exercisable for one year following termination (or until option expiration, if sooner) |
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to compensation that would be payable to the Named Executive Officers as of December 31, 2023, upon a variety of termination scenarios. It does not include benefits that are generally available to salaried employees on a non-discriminatory basis, including payments that would be made under the Company’s life and disability insurance plans, and unused vacation days. As of December 31, 2023, the Named Executive Officers of the Company were eligible for the Executive Severance Benefit Policy. However, members of the Executive Management Team are further subject to the full limitations of the Minder Ordinance regarding severance.
EXECUTIVE COMPENSATION
| | | CASH | NON-EQUITY | | | RETIREMENT | | | | | SEVERANCE | INCENTIVE | | OPTION | PLAN | | | | | PAYMENT(2) | COMPENSATION(3) | STOCK AWARDS(4) | AWARDS(5) | BENEFIT(6) | TOTAL | | NAME | TRIGGERING EVENT(1) | ($) | ($) | ($) | ($) | ($) | ($) | | Jeremy D. Thigpen | Voluntary Not-for-Cause | ― | ― | ― | — | 1,958,450 | 1,958,450 | | | Involuntary Not-for-Cause | ― | 1,583,550 | 30,020,482 | — | 1,958,450 | 33,562,482 | | | Retirement | ― | 1,583,550 | 30,020,482 | — | 1,958,450 | 33,562,482 | | | Death (7) | ― | 1,583,550 | 33,042,739 | — | 1,958,450 | 36,584,739 | | | Disability(7) | ― | 1,583,550 | 33,042,739 | — | 1,958,450 | 36,584,739 | | | Change of Control | ― | 1,583,550 | 28,441,345 | — | 1,958,450 | 31,983,345 | | Mark L. Mey | Voluntary Not-for-Cause | ― | ― | ― | — | 1,088,829 | 1,088,829 | | | Involuntary Not-for-Cause | ― | 775,200 | 10,457,364 | — | 1,088,829 | 12,321,394 | | | Retirement | ― | 775,200 | 10,457,364 | — | 1,088,829 | 12,321,394 | | | Death (7) | ― | 775,200 | 11,480,209 | — | 1,088,829 | 13,344,239 | | | Disability(7) | ― | 775,200 | 11,480,209 | — | 1,088,829 | 13,344,239 | | | Change of Control | ― | 775,200 | 9,798,501 | — | 1,088,829 | 11,662,530 | | Keelan I. Adamson | Voluntary Not-for-Cause | ― | ― | ― | — | 1,067,541 | 1,067,541 | | | Involuntary Not-for-Cause | ― | 816,000 | 9,832,175 | — | 1,067,541 | 11,715,716 | | | Retirement | ― | 816,000 | 9,832,175 | — | 1,067,541 | 11,715,716 | | | Death (7) | ― | 816,000 | 10,884,078 | — | 913,253 | 12,613,331 | | | Disability(7) | ― | 816,000 | 10,884,078 | — | 1,067,541 | 12,767,619 | | | Change of Control | ― | 816,000 | 9,540,602 | — | 1,067,541 | 11,424,143 | | Howard E. Davis | Voluntary Not-for-Cause | ― | ― | ― | — | 633,057 | 633,057 | | | Involuntary Not-for-Cause | 577,500 | 561,000 | 8,327,174 | — | 633,057 | 10,098,731 | | | Retirement | ― | 561,000 | 8,327,174 | — | 633,057 | 9,521,231 | | | Death (7) | ― | 561,000 | 9,141,663 | — | 633,057 | 10,335,720 | | | Disability(7) | ― | 561,000 | 9,141,663 | — | 633,057 | 10,335,720 | | | Change of Control | 1,127,500 | 561,000 | 7,802,524 | — | 633,057 | 10,124,081 | | Brady K. Long | Voluntary Not-for-Cause | ― | ― | ― | — | 586,026 | 586,026 | | | Involuntary Not-for-Cause | 630,000 | 612,000 | 8,099,768 | — | 586,026 | 9,927,794 | | | Retirement | ― | 612,000 | 8,099,768 | — | 586,026 | 9,297,794 | | | Death (7) | ― | 612,000 | 8,923,249 | — | 586,026 | 10,121,275 | | | Disability(7) | ― | 612,000 | 8,923,249 | — | 586,026 | 10,121,275 | | | Change of Control | 1,230,000 | 612,000 | 7,702,995 | — | 586,026 | 10,131,021 |
EXECUTIVE COMPENSATION
(1) These amounts represent obligations of the Company under agreements currently in place and valued as of December 31, 2023. Agreements do not provide for any single-trigger payments upon a change of control. (2) Amounts payable under the terms of the Executive Severance Benefit Policy in connection with a qualifying termination. This includes a lump sum cash payment equal to one year of base salary, as well as outplacement services (not to exceed 5% of base salary) for Messrs. Davis and Long. The Executive Severance Benefit Policy was amended and restated in 2023 to provide that in the event of a qualifying termination in connection with a change of control, qualifying executives who directly report to the Chief Executive Officer of the Company will be eligible to receive a lump sum cash payment equal to two times such executive’s base salary. (3) Amounts payable for the 2023 annual cash bonus earned. (4) These amounts represent the value of restricted share units and performance share units that would vest upon the triggering event, based on U.S. $6.35, the closing stock price on the last trading day of 2023. (5) These amounts represent the (“in-the-money”) value of vested and unvested stock options. (6) These amounts represent the present value of PEP and Savings Restoration Plan benefits, which would have been payable as of December 31, 2023. (7) In addition to the benefits listed in the preceding table, payments will also be made under the Company’s life and disability insurance plans, a benefit that is generally available to all employees. CEO Pay Ratio As of December 31, 2023, we had a global workforce of approximately 5,500 employees comprised of approximately 2,000 U.S. employees and approximately 3,500 non-U.S. employees. Pursuant to the Securities Exchange Act of 1934, as amended, the Company is required to disclose in this proxy statement the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee. Based on SEC rules for this disclosure and applying the methodology described below, the Company determined that our CEO’s total compensation for 2023 was $11,355,216, and the 2023 total compensation of the median employee in U.S. dollars was $105,153. Accordingly, for 2023, the Company estimates the ratio of our CEO’s total compensation to the median total compensation of all employees to be 108 to 1. Due to changes in our employee population and compensation arrangements, we are not using the same median employee as during the prior year. In determining the applicable median salary, we first excluded 263 of our non-U.S. employees located in Angola (217), Australia (13), Greece (20), Hungary (3), Malaysia (7), and Netherlands (3), representing less than 5% of our workforce, a de minimis number of non-U.S. employees. Next, for all other non-U.S. employees paid in local non-U.S. currency, salaries were denominated in U.S. dollars by applying applicable currency exchange rates in place on December 31, 2023. This currency exchange was necessary for comparison to our CEO pay, which is denominated in U.S. dollars. We then identified the median employee based on a tabulation of year-to-date earnings for all included employees on December 31, 2023, the last day of our fiscal year. Once the median employee was identified as described above, the total annual compensation for 2023 for that employee was determined using the same rules that apply to reporting Named Executive Officer compensation in the Total column of the “Summary Compensation Table.” Pay Versus Performance The following table displays our Named Executive Officer’s compensation relative to the Company’s key performance measures of net income, Adjusted EBITDA and calculated returns on a $100 investment in Company stock compared to the PHLX Oil Service Sector Index (OSX).
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | AVERAGE | AVERAGE | | | | | | | | | SUMMARY | COMPENSATION | | | | | | | | | COMPENSATION | ACTUALLY | VALUE OF INITIAL FIXED $100 | | | | | | | | TABLE TOTAL | PAID TO | INVESTMENT BASED ON(4): | | | | | | SUMMARY | COMPENSATION | FOR NON-CEO | NON-CEO | | PEER GROUP | | | | | COMPENSATION | ACTUALLY | NAMED | NAMED | TOTAL | TOTAL | NET | ADJUSTED | | | TABLE TOTAL | PAID TO | EXECUTIVE | EXECUTIVE | SHAREHOLDER | SHAREHOLDER | INCOME (LOSS) | EBITDA(5) | | YEAR | FOR CEO (1) | CEO (2) | OFFICERS (3) | OFFICERS (2),(3) | RETURN | RETURN | ($M) | ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $11,355,216 | $21,695,979 | $4,427,539 | $7,592,127 | $92 | $115 | $(954) | $738 | | 2022 | $11,733,864 | $18,982,502 | $4,213,127 | $6,391,352 | $66 | $113 | $(621) | $816 | | 2021 | $13,715,358 | $14,571,784 | $4,735,382 | $4,999,729 | $40 | $70 | $(591) | $995 | | 2020 | $6,491,804 | $3,401,473 | $2,619,786 | $1,679,139 | $34 | $58 | $(568) | $1,201 |
Pay Versus Performance Table
| (1) Amounts shown represent the total compensation reported for our CEO, Mr. Thigpen, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. |
Pay Versus Performance Table
| (2) Amounts shown represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. These amounts do not reflect the actual compensation paid to our CEO or other Named Executive Officers during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustment details are provided in the tables below. |
Pay Versus Performance Table
| (3) Years 2023, 2022, 2021 and 2020 reflect compensation information for our Named Executive Officers, other than our CEO. Our Named Executive Officers, other than our CEO, for years 2023, 2022, 2021 and 2020 are Messrs. Mey, Adamson, Davis, and Long. |
Pay Versus Performance Table
| (4) Reflects cumulative total shareholder return of the PHLX Oil Service Sector Index (OSX), as of December 31, 2023, weighted according to each companies’ market capitalization at the beginning of each period for which a return is indicated. The OSX is the peer group utilized by Transocean for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Transocean’s annual report on Form 10-K for the year ended December 31, 2023. |
Pay Versus Performance Table
| (5) The reconciliation of Adjusted EBITDA to net income in Appendix A of this proxy statement discloses how Adjusted EBITDA is calculated from the Company’s audited financial statements. |
Pay Versus Performance Table
The following tables set forth the requisite adjustments to determine Compensation Actually Paid (CAP) to our CEO and the average Compensation Actually Paid (CAP) to our non-CEO Named Executive Officers for fiscal years 2023, 2022 and 2021. The summary compensation table total for our CEO and the average summary compensation table totals for non-CEO Named Executive Officers are adjusted to arrive at the compensation actually paid and average compensation actually paid each year using the methodology as indicated in the table below. With respect to equity award adjustments for 2023 as disclosed in the table below, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance Table
| Summary Compensation Table to Compensation Actually Paid Adjustments | 2023 ($) | | Summary Compensation Table | $11,355,216 | | Adjustments to Determine Compensation Actually Paid for CEO | | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table | - | | Increase for “Service Cost” for Pension Plans | - | | Increase for “Prior Service Cost” for Pension Plans | - | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | ($8,308,561) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | - | | Increase for fair value of awards granted during year that remain unvested as of year-end | $8,471,555 | | Increase for fair value of awards granted during year that vest during year | - | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $6,069,489 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $4,108,280 | | Deduction of fair value of awards granted prior to year that were forfeited during year | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award | - | | Total Adjustments | $10,340,763 | | Compensation Actually Paid (CAP) to CEO | $21,695,979 |
Pay Versus Performance Table
The individuals who were non-CEO Named Executive Officers during each applicable year are Messrs. Mey, Adamson, Davis and Long.
Pay Versus Performance Table
| Summary Compensation Table to Compensation Actually Paid Adjustments | 2023 ($) | | Summary Compensation Table | $4,427,539 | | Adjustments to Determine Average Compensation Actually Paid for Non-CEO Named Executive Officers | | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table | ($15,084) | | Increase for “Service Cost” for Pension Plans | - | | Increase for “Prior Service Cost” for Pension Plans | - | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | ($2,552,760) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | - | | Increase for fair value of awards granted during year that remain unvested as of year-end | $2,602,839 | | Increase for fair value of awards granted during year that vest during year | - | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $1,862,822 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | $1,266,770 | | Deduction of fair value of awards granted prior to year that were forfeited during year | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award | - | | Total Adjustments | $3,164,587 | | Average Compensation Actually Paid (CAP) to Non-CEO Named Executive Officers | $7,592,127 |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures As described in detail in our CD&A, the Committee utilizes multiple key financial, operational, and sustainability measures to correlate our Named Executive Officer’s compensation to Company performance. In particular, the majority of compensation actually paid to our executives is based on the performance of Company stock. The key performance measures for 2023 are:
Relationship Between Compensation Actually Paid and Performance Measures
| COMPANY SELECTED METRICS | | Relative Total Shareholder Return | | Adjusted EBITDA | | Uptime(1) | | Sustainability(2) | | (1) This is a non-GAAP metric that is defined in the CD&A | | (2) Specific Company developed sustainability targets are explained in the CD&A |
Relationship Between Compensation Actually Paid and Performance Measures
The following charts display the relationship between the Compensation Actually Paid to our CEO and the average of our non-CEO Named Executive Officers with the key performance measures of Company Total Shareholder Return (TSR), net income and Adjusted EBITDA. Also included is the Company TSR, calculated for the one-, two-, three- and four-year period based on an initial $100 investment with a comparison to our peers based upon the PHLX Oil Service Sector Index (OSX), a modified market weighted index composed of companies involved in the oil services sector that, in addition to containing Company stock, includes the stock of 14 other oil services sector companies. Because the performance of Company stock, and the incremental changes in value of equity awards, is tied to the majority of the compensation actually paid to our executives (approximately 73% for our CEO), we have also included a chart displaying the annual TSR for the applicable periods presented. For additional information and context for our executive compensation practices, please refer to the CD&A.
Relationship Between Compensation Actually Paid and Performance Measures
| | |
Relationship Between Compensation Actually Paid and Performance Measures
| | |

DEF 14A of Transocean Ltd.

NOMINEES TO THE BOARD OF DIRECTORS

NOMINEES TO THE BOARD OF DIRECTORS

NOMINEES TO THE BOARD OF DIRECTORS

NOMINEES TO THE BOARD OF DIRECTORS

NOMINEES TO THE BOARD OF DIRECTORS

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR

SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

2023 DIRECTOR COMPENSATION

2023 DIRECTOR COMPENSATION

2023 DIRECTOR COMPENSATION

THE PRIMARY GOAL OF OUR COMPENSATION PROGRAM IS TO ALIGN PAY WITH PERFORMANCE

COMPENSATION PEER GROUP

COMPENSATION PEER GROUP

COMPENSATION PEER GROUP

PERFORMANCE PEER GROUP

PERFORMANCE PEER GROUP

PERFORMANCE PEER GROUP

PERFORMANCE PEER GROUP

PERFORMANCE PEER GROUP

ANNUAL PERFORMANCE BONUS

ANNUAL PERFORMANCE BONUS

2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT

2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT

2023 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT

Developing Our EBITDA Target

Developing Our EBITDA Target

Developing Our Uptime Target

Developing Our Uptime Target

Safety & Environmental Performance

Operations Emissions Intensity Reduction

Operations Emissions Intensity Reduction

OVERALL 2023 ANNUAL BONUS ACHIEVEMENT

LONG-TERM INCENTIVES

LONG-TERM INCENTIVES

LONG-TERM INCENTIVES

PERFORMANCE UNITS (“PSU”)

RESTRICTED SHARE UNITS (“RSU”)

PSUs EARNED IN 2023

Relative TSR Performance

Cumulative 2021 PSU Performance Achievement

SPECIAL PERFORMANCE BONUS

EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

POST-EMPLOYMENT COMPENSATION

COMPENSATION COMMITTEE

INDEPENDENT COMPENSATION CONSULTANT

INDEPENDENT COMPENSATION CONSULTANT

INDEPENDENT COMPENSATION CONSULTANT

INDEPENDENT COMPENSATION CONSULTANT

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION