DEF 14A of Transocean Ltd.

Filed Apr 1, 2025 · FY20240001451505-25-000029

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 and retained the most qualified Board of Directors and leadership team in the industry. The terms of all our current directors will expire at the 2025 Annual General Meeting. 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. This year, the Board of Directors is nominating two new directors: William F. “Bill” Lacey, the Executive Vice President and Chief Financial Officer of Woodward, Inc., and Keelan I. Adamson, Transocean’s current President and Chief Operating Officer who, as previously announced, is transitioning to the role of President and Chief Executive Officer during the second quarter of 2025. Mr. Lacey is an accomplished executive with a distinguished financial, operational and business leadership track record in some of the most technically demanding industries, including energy and aerospace. Mr. Adamson has spent three decades at Transocean, where his experience has taken him from the drill floor to the executive level. He has served in several leadership roles within the Company and brings to the Board a deep understanding of Transocean’s business, its customers and its industry. Shareholders are also being asked to elect Jeremy Thigpen, our current Chief Executive Officer and an existing member of our Board of Directors, as Chair of the Board of Directors, and Chad Deaton, our current Chair of the Board, as a director. Upon election as Chair of the Board of Directors, Mr. Thigpen is expected to serve as Executive Chair of the Board of Directors, and Mr. Deaton will transition to Lead Independent Director. Mr. Thigpen has served on Transocean’s Board of Directors since 2015 when he joined the Company. Mr. Deaton has served as a director of Transocean since 2012 and as Chair of the Board of Directors since 2019. The nominations of Messrs. Lacey, Thigpen, Adamson and Deaton are part of the Company’s broader succession planning efforts designed to maintain business and leadership continuity. Each of our director nominees has a proven record of success and high integrity and is committed to advancing our shareholders’ interests and enhancing the Company’s sustainability objectives. During 2024, each of our current directors attended 100% of the Board of Directors’ meetings and meetings of committees on which he or she served. Additional information regarding the director nominees for election is provided below and under Agenda Item 6.
NOMINEES TO THE BOARD OF DIRECTORS
| | COO, Transocean Ltd. | | | | | | | | | | 2025 NOMINEES | | | | | CURRENT COMMITTEES | | | | | | DIRECTORS FOR ELECTION | | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | COMPENSATION | FINANCE | GOVERNANCE, SAFETY & ENVIRONMENT(1) | OTHER CURRENT PUBLIC COMPANY BOARDS | | | Keelan I. Adamson President and COO, Transocean Ltd. | 55 | Nominee | | | | | | 0 | | | Glyn A. Barker Former Vice Chair-U.K., PwC LLP | 71 | 2012 | ✓ | | | | | 1 | | | Vanessa C.L. Chang Former Director and Shareholder of EL & EL Investments Ltd. | 72 | 2012 | ✓ | | | | | 1 | | | Frederico F. Curado Former President and CEO, Embraer S.A. | 63 | 2013 | ✓ | | | | | 2 | | | Chadwick C. Deaton Former Executive Chair and CEO, Baker Hughes Incorporated | 72 | 2012 | ✓ | | | | | 0 | | | Domenic J. “Nick” Dell’Osso, Jr. President and CEO, Expand Energy Corporation | 48 | 2023 | ✓ | | | | | 1 | | | Vincent J. Intrieri Founder and CEO, VDA Capital Management LLC | 68 | 2014 | ✓ | | | | | 3 | | | William F. “Bill” Lacey(2) Executive Vice President and CFO, Woodward Inc. | 55 | Nominee | ✓ | | | | | 0 | | | Samuel J. Merksamer Executive Director, Mubadala Capital | 44 | 2013 | ✓ | | | | | 0 | | | Frederik W. Mohn Owner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE | 48 | 2018 | ✓ | | | | | 1 | | | Margareth Øvrum Former Executive Vice President for Equinor ASA, Development and Production Brazil | 66 | 2021 | ✓ | | | | | 3 | | | Jeremy D. Thigpen CEO, Transocean Ltd. | 50 | 2015 | | | | | | 1 |
NOMINEES TO THE BOARD OF DIRECTORS
| MEETINGS IN 2024: BOARD: 4 BOARD AND COMMITTEES: 28 | 9 | 4 | 5 | 6 |
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 TO THE BOARD OF DIRECTORS
(1) During 2024, the Board of Directors combined the former Health, Safety, Environment & Sustainability Committee (the "HSES Committee") and the former Corporate Governance Committee into the Governance, Safety & Environment Committee. The number of committee meetings held includes two meetings held by each of the former HSES Committee and former Corporate Governance Committee. (2) Mr. Lacey’s committee assignments will be made by the Board of Directors after his election.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| PRESIDENT AND COO, TRANSOCEAN LTD. IRISH AND U.S. CITIZEN Age: 55 | KEELAN I. ADAMSON | Director Nominee CAREER HIGHLIGHTS Keelan I. Adamson is President and Chief Operating Officer of Transocean Ltd. As previously announced, Mr. Adamson is transitioning to the role of President and Chief Executive Officer during the second quarter of 2025. Before being named to his current position, Mr. Adamson served as Executive Vice President and Chief Operations Officer from August 2018 to February 2022, as Senior Vice President, Operations from October 2017 to July 2018, and as Senior Vice President, Operations Integrity and HSE, from June 2015 to October 2017. Mr. Adamson has served in multiple executive positions with responsibilities spanning Engineering and Technical Services, Major Capital Projects, Human Resources, and as the Managing Director for the company's business in North America, Canada and Trinidad. EDUCATION Bachelor of Aeronautical Engineering, Queen’s University Belfast (1991) Advanced Management Program, Harvard Business School (2016) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Adamson should serve on the Board of Directors. 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. Adamson brings a competitive perspective and has substantial experience, as well as proven leadership, in: Human Capital Management Multinational Company Oil & Gas (Including Oilfield Services) Operations & Engineering Safety & Environment Technology, Research & Development This experience supports the other members of the Board of Directors in evaluating strategic decisions for the Company. |
NOMINEES FOR DIRECTOR
| FORMER VICE CHAIR – U.K., PWC LLP U.K. CITIZEN Independent Age: 71 COMMITTEES Audit Compensation 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: 72 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 28 funds advised by the Capital Group and its subsidiaries, seven of which are members of the American Funds family and 21 of which are ETFs advised by the Capital Group that were launched between 2022 and 2024. She is also a director of Edison International (NYSE: EIX) and its wholly owned subsidiary, Southern California Edison Company (each since 2007), and a director of the privately-held Global Infrastructure Solutions, Inc. (since 2021). 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: 63 COMMITTEES Governance, Safety & Environment OTHER CURRENT PUBLIC COMPANY BOARDS ABB Ltd. (SIX: ABBN) (since 2016) LATAM Airlines Group SA (BCS: LTM; NYSE: LTM) | 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; NYSE: LTM) (since 2022) and a director of ABB Ltd. (SIX: ABBN) (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 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 72 | 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 previously served as a director of Marathon Oil Corporation from 2014 to 2024, 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 and serve as Lead Independent Director following the leadership transition 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 CEO, EXPAND ENERGY CORPORATION U.S. CITIZEN Independent Age 48 COMMITTEES Finance Governance, Safety & Environment OTHER CURRENT PUBLIC COMPANY BOARDS Expand Energy Corporation (NASDAQ: EXE) (since 2021) | DOMENIC J. “NICK” DELL’OSSO, JR. | Director since 2023 CAREER HIGHLIGHTS Mr. Dell’Osso is the President and Chief Executive Officer of Expand Energy Corporation (NASDAQ: EXE) (formerly Chesapeake Energy Corporation), a role he has served in since 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 68 COMMITTEES Finance OTHER CURRENT PUBLIC COMPANY BOARDS Hertz Global Holdings, Inc. (NASDAQ: HTZ) (since 2014) SandRidge Energy, Inc. (NYSE: SD) (since 2024) International Flavors & Fragrances Inc. (NYSE: IFF) (since 2025) | VINCENT J. INTRIERI | Director since 2014 CAREER HIGHLIGHTS Mr. Intrieri is the Founder and Chief Executive Officer 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), a director of SandRidge Energy, Inc. (NYSE: SD) (since 2024) and a director of International Flavors & Fragrances Inc. (NYSE: IFF) (since 2025). 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
| EXECUTIVE VICE PRESIDENT AND CFO, WOODWARD, INC. U.S. CITIZEN Independent Age 55 | WILLIAM F. “BILL” LACEY | Director Nominee CAREER HIGHLIGHTS Mr. Lacey is Executive Vice President and Chief Financial Officer of Woodward, Inc. since May 2023. Mr. Lacey previously served as Vice President of Finance, Books and Kindle Content at Amazon, Inc. from 2022 to 2023. Prior to joining Amazon, Mr. Lacey was President and Chief Executive Officer of GE Lighting, a division of Savant Systems, Inc. (“Savant”) from 2020 to 2022, and President and Chief Executive Officer of GE Lighting at General Electric Company (“GE”) from 2016 to 2020 when GE Lighting was acquired by Savant. During nearly three decades with GE, Mr. Lacey also served as President and Chief Financial Officer of GE Home & Business Solution Lighting from 2011 to 2016, Chief Financial Officer of GE Healthcare Medical Diagnostic from 2007 to 2011, and as Chief Financial Officer of GE Wind Energy from 2002 to 2005. Mr. Lacey served as a director of Parker-Hannifin Corporation from 2021 to 2023. EDUCATION Bachelor’s degree, Accounting and Business Management, Florida Agricultural and Mechanical University (1992) KEY QUALIFICATIONS AND EXPERTISE The Board of Directors recommends Mr. Lacey should be elected to 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 Public Company Governance Strategy Technology, Research & Development |
NOMINEES FOR DIRECTOR
| EXECUTIVE DIRECTOR, MUBADALA CAPITAL U.S. CITIZEN Independent Age 44 COMMITTEES Audit Finance | SAMUEL J. MERKSAMER | Director since 2013 CAREER HIGHLIGHTS Mr. Merksamer is Executive Director at Mubadala Capital (since 2024). He previously was a Partner at One Investment Management from 2022 to 2024. Prior to then, Mr. Merksamer was a Partner at SoftBank Investment Advisers and a Managing Director at SB Management, an affiliate of SoftBank from 2019 to 2022. From 2017 to 2019, he was a co-founder of Caligan Partners, L.P., an investment firm. Mr. Merksamer was a Managing Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., from 2008 to 2016. From 2003 until 2008, he was an analyst at Airlie Opportunity Capital Management. Mr. Merksamer was a director of Autostore Holdings Ltd. and EQRx, LLC each from 2021 to 2024. He also 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 48 COMMITTEES Finance Governance, Safety & Environment 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
| FORMER EXECUTIVE VICE PRESIDENT FOR EQUINOR ASA, DEVELOPMENT AND PRODUCTION BRAZIL NORWEGIAN CITIZEN Independent Age 66 COMMITTEES Governance, Safety & Environment 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
| CEO, TRANSOCEAN LTD. U.S. CITIZEN Age 50 OTHER CURRENT PUBLIC COMPANY BOARDS Sunnova International Inc. (NYSE: NOVA) (since 2024) | 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 director of Sunnova International Inc. (NYSE: NOVA) (since 2024) and as a member of the Board of Trustees at Rice University (since 2022). He previously served as the International Association of Drilling Contractors’ Chair in 2022. Upon election as Chair of the Board of Directors, Mr. Thigpen is expected to serve as Executive Chair of the Board of Directors. 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, in the role of Executive Chair, Mr. Thigpen will serve an integral role in providing continued strategic direction following the Company’s leadership transition. 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 election 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 | | Keelan I. Adamson | Glyn A. Barker | Vanessa C.L. Chang | Frederico F. Curado | Chadwick C. Deaton | Domenic J. “Nick” Dell’Osso, Jr. | Vincent J. Intrieri | William F. “Bill” Lacey | Samuel Merksamer | Frederik W. Mohn | Margareth Øvrum | Jeremy D. Thigpen | OUT OF 12 | | | Finance, Debt & Capital Markets | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | 10 | | | Multinational Company | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 11 | | | Accounting & Auditing | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | 8 | | | Safety & Environment | ✓ | | | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | 8 | | | Human Capital Management | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | 9 | | | Oil & Gas (Including Oilfield Services) | ✓ | | | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | 8 | | | Technology, Research & Development | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | | ✓ | ✓ | 7 | | | Sustainability Risk, Reporting & Disclosures | | | ✓ | ✓ | | ✓ | | | | | ✓ | | 4 | | | Operations & Engineering | ✓ | | | ✓ | ✓ | | | | | | ✓ | ✓ | 5 | | | 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 director nominees.
SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES
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2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION At the Board of Directors meeting held immediately after the 2024 Annual General Meeting of our shareholders, 36,145 restricted share units were granted to each non-employee director (other than the Chair) and 37,005 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 $5.81 per share). Each non-employee director is required to acquire and retain a number of our shares and/or restricted share units at least equal in value to an amount five times the annual director retainer. Each non-employee director’s vested restricted share units generally are not settled until the non-employee director’s service with the Company ends. The following summarizes the compensation of our non-employee directors for 2024.
2024 DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH (U.S.$) | STOCK AWARDS(1) (U.S.$) | ALL OTHER COMPENSATION (U.S.$) | TOTAL (U.S.$) | | Glyn A. Barker | 120,000 | 217,954 | — | 337,954 | | Vanessa C. L. Chang | 135,000 | 217,954 | — | 352,954 | | Frederico F. Curado | 110,000 | 217,954 | — | 327,954 | | Chadwick C. Deaton | 215,000 | 223,140 | — | 438,140 | | Domenic J. “Nick” Dell’Osso, Jr. | 106,194 | 217,954 | — | 324,149 | | Vincent J. Intrieri | 106,222 | 217,954 | — | 324,177 | | Samuel J. Merksamer | 100,000 | 217,954 | — | 317,954 | | Frederik W. Mohn | 100,000 | 217,954 | — | 317,954 | | Edward R. Muller(2) | 41,250 | — | — | 41,250 | | Margareth Øvrum | 100,000 | 217,954 | — | 317,954 |
2024 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 2024. For a discussion of our policies for estimating fair values of, and additional information about, our share-based awards, please see Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies and Note 14—Share-Based Compensation included in Item 8 of our annual report on Form 10-K for the fiscal year ended December 31, 2024. (2) Mr. Muller retired from the Board of Directors in accordance with our Corporate Governance Guidelines following the completion of his term of service, which concluded at the 2024 Annual General Meeting.
INDUSTRY LEADING PERFORMANCE & DELIVERING LONG-TERM SUCCESS
INDUSTRY LEADING PERFORMANCE & DELIVERING LONG-TERM SUCCESS Transocean entered 2024 with momentum that commenced in the prior year as the recovery of the offshore drilling market continued to take shape. Securing 22 new contract awards in 2024, Transocean solidified a 2025 active fleet utilization of 96.9%. As future contract revenues were procured, the Company continued to make opportunistic and well-timed financial transactions that extend our liquidity runway and position us to make meaningful progress in reducing debt. During 2024, and as reflected in our strong financial results, we remained acutely focused on safety and uptime performance across our fleet, delivering our best ever occupational and process safety performance and executing strong reliability and drilling efficiency for our customers. As we did in 2024, in 2025 and beyond, we will remain focused on our key priorities: executing on our existing contracts and securing the best future opportunities for our portfolio of high specification rigs, continue to strengthen our balance sheet, and best position Transocean for long-term success in what we expect to be a sustained upcycle in offshore drilling. Highlights of our performance in 2024 include: ■ Delivering our best-ever occupational and process safety performance, ending the year with a TRIR of 0.15; ■ Installing the first two 20K subsea completions in the history of the offshore drilling industry with our eighth generation drillships – the Deepwater Atlas and the Deepwater Titan; ■ Continuing to book market-leading rates – with contracts approaching and, in some cases, exceeding $500,000 per day for our high-hookload seventh generation “plus” assets and more than $600,000 per day for our eighth generation 20K assets; and ■ Commencing operations on the Deepwater Aquila, the newest 1,400 short ton drillship added to our fleet. Our active fleet is near full utilization through mid-2026; and, as of the February 2025 Fleet Status Report, our backlog is approximately $8.3 billion. 2024 Compensation Program Overview Our Compensation Committee of the Board of Directors (the “Committee”) considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation programs. The 2024 compensation program design for our Named Executive Officers appropriately reflects our strong commitment to best practices in compensation governance and achieves the program design objectives of: ■ Retaining and motivating our executives to achieve important business objectives, ■ Rewarding our executives for delivering superior financial, operational, environmental and safety performance; and, ■ Strongly aligning executive pay with Company performance and the shareholder experience. THE 2024 COMPENSATION ACTIONS REFLECT OUR CONTINUED FOCUS ON BEST-PRACTICE COMPENSATION GOVERNANCE, WHILE MAINTAINING PRUDENTLY DESIGNED, COMPETITIVE COMPENSATION PACKAGES. In February 2024, using competitive market analysis provided by its consultant, the Committee evaluated all elements of the compensation program. The Committee’s critical objectives were: retaining key executive talent required for current and future Company financial performance and succession, assessing the alignment between performance and compensation, and analyzing realizable pay relative to target pay as compared to our peers. Compensation Philosophy, Strategy and Design Our executive compensation program includes a range of features that align the interests of our senior management with those of our shareholders and excludes features that may result in misalignment. Important features of our executive compensation programs and practices are provided in the following table:
INDUSTRY LEADING PERFORMANCE & DELIVERING LONG-TERM SUCCESS
| WHAT WE DO | WHAT WE DON’T DO | | ✓ Conduct an annual review of our compensation strategy, including a review of our compensation-related risk profile ✓ Seek shareholder feedback annually on our executive compensation program through an advisory vote ✓ Mandate meaningful share ownership requirements for our executives ✓ Maintain a clawback policy in accordance with SEC and NYSE requirements providing for the recovery of erroneously awarded incentive-based compensation (cash and equity) in the case of an accounting restatement ✓ Base annual incentive performance on quantitative and qualitative metrics and long-term incentive performance on quantitative, formulaic metrics ✓ Maintain compensation plans that are weighted significantly toward variable pay to align our executive compensation with long-term shareholder interests ✓ Utilize multiple measurement periods and metrics for incentive compensation ✓ Allow for outstanding equity awards to be forfeited for violation of human resource or legal compliance and ethics policies, including the Company’s Code of Integrity ✓ Link long-term incentive compensation to relative performance metrics ✓ Deliver 100% of long-term incentives in equity, at least 50% of which is in performance-based awards ✓ Cap the earning of PSUs at target if the Company’s absolute TSR is less than negative 15% ✓ Cap the overall PSU payouts to prevent unintended windfalls ✓ Retain an independent consultant who reports only to our Compensation Committee (not management) ✓ Maintain double trigger change-in-control provisions | ✕ Allow our executives to hedge, sell short or hold derivative instruments tied to our shares (other than derivative instruments issued by us) ✕ Allow our executives or directors to pledge Company shares ✕ Allow unearned performance-based full value awards and/or stock options to be counted towards executive stock ownership requirements ✕ Have pre-arranged individual severance agreements or special change-in-control compensation agreements with any Executive Officers; however, to the extent permitted under Swiss law, our executives are eligible for severance and change-in-control provisions pursuant to our policies, in exchange for covenants that protect the Company ✕ Provide gross-ups for severance payments ✕ Guarantee salary increases, non-performance based bonuses or unrestricted equity compensation ✕ Provide any payments or reimbursements for tax equalization ✕ Pay dividends or dividend equivalents on performance-based equity that has not vested ✕ Offer executive perquisites |
2024 Target Compensation
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 evaluating and 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 2024 comprised of the following companies:
COMPENSATION PEER GROUP
| ■ | Apache Corporation | ■ | McDermott International, Ltd. | ■ | Petrofac Limited | | ■ | Chesapeake Energy Corporation* | ■ | Murphy Oil Corporation | ■ | TechnipFMC plc | | ■ | Diamond Offshore Drilling, Inc.* | ■ | Nabors Industries Ltd. | ■ | Valaris Limited | | ■ | Helmerich & Payne, Inc. | ■ | NOV Inc. | ■ | Weatherford International plc | | ■ | Hess Corporation | ■ | Noble Corporation plc* | | | | ■ | Marathon Oil Corporation* | ■ | Ovintiv Inc. | | | | *The Compensation Peer Group for 2024 was established prior to certain corporate transactions involving these companies. | | | | | |
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 is specific to the companies most closely aligned to our business with expertise in technically demanding oilfield services and which are most likely to compete with us for investor capital. In February 2024, 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 2024 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 confirmed that no change to the current Performance Peer Group was warranted and elected to maintain the peer companies included. The resulting Performance Peer Group for 2024 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 Limited | | ■ | NOV Inc. | ■ | Seadrill Limited | | | | *The Performance Peer Group for 2024 was established prior to certain corporate transactions involving these companies. | | | | | |
PERFORMANCE PEER GROUP
2024 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, environmental and safety 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 a three-year performance period. Payout is capped at target if a predetermined threshold of absolute TSR is not met. Awards “cliff” vest 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 27 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 18 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 advances 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 2024, the Committee maintained the target bonus opportunity for our Named Executive Officers. Under the Bonus Plan for 2024, the Named Executive Officers had a potential payout range of 0% to 200% of their individual target award opportunities. The 2024 target bonus opportunity for each Named Executive Officer, expressed as a percentage of base salary, was as follows:
ANNUAL PERFORMANCE BONUS
| EXECUTIVE | 2024 BONUS TARGET (%) | INCREASE OVER 2023 (%) | | Mr. Thigpen | 135% | 0% | | Mr. Vayda(1) | 100% | N/A | | Mr. Adamson | 100% | 0% | | Mr. Long | 100% | 0% | | Mr. Mackenzie(2) | 100% | N/A | | Former Officer: | | | | Mr. Davis | 100% | 0% | | Mr. Mey | 100% | 0% | | (1) Pursuant to promotion to CFO (May 2024) (2) Newly designated 2024 NEO | | |
2024 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
2024 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 environmental, safety and governance 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 2024 financial and operational forecasts, as presented to the Committee in early February 2024. The following table outlines the 2024 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 101% of the targeted bonus opportunity under the Bonus Plan for 2024. The components of this total bonus payout under the Bonus Plan for 2024 are as follows:
2024 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
| PERFORMANCE MEASURE | 2024 WEIGHTING (%) | | 2024 ACHIEVEMENT (%) | 2024 WEIGHTED ACHIEVEMENT (%) | | I. EBITDA | 60% | 72% | | 43% | | II. Uptime | 20% | 90% | | 18% | | III. Sustainability | 20% | 200% | | 40% | | 2024 Bonus Plan Achievement | | | | 101% |
2024 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
For specific award amounts, see “Executive Compensation—Summary Compensation Table.”
Developing Our EBITDA Target
In further consideration of these challenges and uncertainties, the Committee elected to maintain the threshold-to-maximum range at +/- 20%. Accordingly, the threshold and maximum performance outcomes were as follows:
Developing Our EBITDA Target
| EBITDA TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Threshold = $972M | 0% | | Target = $1,215M | 100% | | Maximum = $1,458M | 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, as well as the Company’s financial goals. In setting the threshold-target-maximum range for this measure, the mathematical differential of 2% from threshold to maximum is significant considering the total number of operating hours during a calendar year (e.g., 189,575.5 hours of operation in 2024). The Committee approved the following uptime target for 2024:
Developing Our Uptime Target
| UPTIME TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Threshold = 96.0% | 0% | | Target = 97.0% | 100% | | Maximum = 98.0% | 200% |
Environmental & Safety Performance
| TRIR TARGET AND PERFORMANCE RANGE | BONUS PAYOUT (%) | | Entry (Threshold) = 0.28 | 0% | | Mid-Point (Target) = 0.22 | 100% | | Maximum = 0.17 | 200% |
Sustainability Governance Performance
| ● The overall Governance Performance payout range is 0% - 20%. | | | ● The primary TCFD and ESRS payout calculations are binary and are valued at 5% each. | | | ● The integration in ERM and the ESRS Gap Analysis are secondary elements that serve as modifiers in the governance performance calculation. | | | | ● The ERM integration will action the inventory of climate-related risks identified in the primary TCFD goal by embedding it in the Company’s risk management system. The inclusion of each risk in the ERM determines the performance outcome on a straight-line interpolation, which is determined based on a calculation of the total number of inventory items embedded in the ERM divided by the total number of risks identified. | | | ● The Gap Analysis will action the inventory of required ESRS disclosures identified in the primary ESRS goal (DMA) by comparing it to existing Company disclosures and practices. The assessment of each disclosure determines the performance outcome on a straight-line interpolation, which is determined based on a calculation of the total number of ESRS disclosures actioned divided by the total number of ESRS disclosures identified. |
OVERALL 2024 ANNUAL BONUS ACHIEVEMENT
OVERALL 2024 ANNUAL BONUS ACHIEVEMENT IN 2024, 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 2024 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 2024: 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 2024.
LONG-TERM INCENTIVES
| EXECUTIVE | 2024 LTI TARGET VALUE (U.S. $) | | Mr. Thigpen | 8,000,000 | | Mr. Vayda | 1,497,916 | | Mr. Adamson | 3,400,000 | | Mr. Long | 2,181,818 | | Mr. Mackenzie | 1,650,000 | | Former Officer: | | | Mr. Davis | 2,150,000 | | Mr. Mey | 2,700,000 |
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. In connection with his promotion to CFO, and in consultation with the Committee’s independent consultant, the Committee awarded Mr. Vayda a promotional equity grant in May 2024 calibrated to the compensation target of his new position and prorated for the portion of the year following his promotion, delivered equally in PSUs and RSUs. The total LTI value granted to Mr. Vayda for 2024 was $1,497,916 as shown in the preceding table. Based on his compensation package approved by the Committee in May 2024, Mr. Vayda’s LTI target value for a full year as CFO would be $1,875,000.
PERFORMANCE UNITS (“PSU”)
PERFORMANCE UNITS (“PSU”) In 2024, the Committee decided to base the 2024 PSU design 100% on the market-based measure of relative Total Shareholder Return (“TSR”). The target award value of the 2024 PSU grants to each of the Named Executive Officers was weighted at 50% of each officer’s total 2024 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 over a three-year period from January 1, 2024 to December 31, 2026. 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 2024-2026 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. For the 2025 PSU grant, in recognition of the importance of deleveraging the Company’s balance sheet, the Committee introduced a primary performance measure based on Company Free Cash Flow, measured annually and averaged over a three-year period, with a performance modifier based on three-year relative TSR. Further, the previously utilized absolute TSR modifier feature that adjusted achievement based on Company TSR was removed for the 2025 PSU grant such that there will no longer be a minimum payout for a baseline absolute TSR if relative TSR performance is below threshold.
RESTRICTED SHARE UNITS (“RSU”)
RESTRICTED SHARE UNITS (“RSU”) The target award value of the 2024 RSU grants to each of the Named Executive Officers was weighted at 50% of each officer’s total 2024 LTI target award value. Time-vested RSUs were granted to all Named Executive Officers as part of the 2024 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 2024
PSUs EARNED IN 2024 The 2022 PSU award achievement is based on the Company’s TSR performance relative to a group of 14 industry peer companies measured over three, one-year performance periods weighted 20% each, and one, three-year performance period weighted 40%. At the completion of each performance period, the Committee evaluated the Company’s performance relative to the peer group established for the 2022 PSU award. In 2025, following the completion of the final performance period, the Committee confirmed cumulative performance achievement at 86.43% of target, based on performance for each relevant period as follows:
PSUs EARNED IN 2024
| Performance Period | Result | Weighted Achievement | | 12-months, ending December 31, 2022 | 71.43% | 14.29% | | 12-months, ending December 31, 2023 | 189.29% | 37.86% | | 12-months, ending December 31, 2024 | 0.00% | 0.00% | | 36-months, ending December 31, 2024 | 85.71% | 34.28% | | Cumulative Performance Achievement | | 86.43% |
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 2024, 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 of 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, 2024, 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
| ■ | 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 2024. 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 2024. In May 2024, the Committee assessed whether the work of Pay Governance for the Committee during 2024 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; | | ■ | Relevant market data and alternatives to consider when making compensation decisions; |
INDEPENDENT COMPENSATION CONSULTANT
| ■ | 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, 2024, 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 | 2024 | 1,150,000 | ― | 7,918,289 | — | 1,568,025 | ― | 301,827 | 10,938,141 | | Chief Executive | 2023 | 1,150,000 | ― | 8,308,561 | — | 1,583,550 | ― | 313,105 | 11,355,216 | | Officer | 2022 | 1,133,523 | ― | 8,591,879 | — | 1,713,886 | ― | 294,575 | 11,733,864 | | R. Thaddeus Vayda (5) | 2024 | 558,333 | ― | 1,509,483 | — | 528,698 | ― | 97,089 | 2,693,603 | | Executive Vice President | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | Keelan I. Adamson | 2024 | 800,000 | ― | 3,365,270 | — | 808,000 | ― | 188,661 | 5,161,932 | | President and Chief | 2023 | 800,000 | ― | 2,907,999 | — | 816,000 | 60,336 | 187,000 | 4,771,335 | | Operating Officer | 2022 | 783,523 | ― | 3,007,154 | — | 877,546 | ― | 159,958 | 4,828,181 | | Brady K. Long | 2024 | 618,750 | ― | 2,159,534 | — | 624,938 | ― | 144,362 | 3,547,583 | | Executive Vice President | 2023 | 600,000 | ― | 2,265,972 | — | 612,000 | ― | 148,300 | 3,626,272 | | and Chief Legal Officer | 2022 | 594,508 | ― | 2,343,243 | — | 665,849 | ― | 131,597 | 3,735,196 | | Roderick J. Mackenzie | 2024 | 547,443 | ― | 1,633,149 | — | 552,918 | ― | 125,383 | 2,858,893 | | Executive Vice President and | | | | | | | | | | | Chief Commercial Officer | | | | | | | | | | | Mark L. Mey (5) | 2024 | 253,333 | ― | 2,672,422 | — | 255,867 | ― | 1,228,785 | 4,410,407 | | Former Executive Vice President | 2023 | 760,000 | ― | 2,804,140 | — | 1,535,200 | ― | 183,964 | 5,283,304 | | and Chief Financial Officer | 2022 | 760,000 | ― | 2,899,756 | — | 851,200 | ― | 178,582 | 4,689,538 | | Howard E. Davis (6) | 2024 | 320,833 | ― | 2,128,039 | — | — | ― | 1,284,361 | 3,733,233 | | Former Executive Vice President | 2023 | 550,000 | ― | 2,232,927 | — | 1,111,000 | ― | 135,319 | 4,029,246 | | Chief Administrative Officer and | 2022 | 550,000 | ― | 2,309,074 | — | 616,000 | ― | 124,520 | 3,599,594 | | Information Officer | | | | | | | | | |
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 2024” table and computed in accordance with the provisions of FASB ASC Topic 718. For a discussion of our policies for estimating fair values of, and additional information about, our share-based awards, please see Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies and Note 14—Share-Based Compensation included in Item 8 of our annual report on Form 10-K for the fiscal year ended December 31, 2024. (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 2024, is described under the Compensation Discussion and Analysis – Annual 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 2024, 2023 or 2022. (4) All Other Compensation for 2024 includes Company matching contributions of $34,500 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, $238,855; Mr. Vayda $53,521; Mr. Adamson $127,100; Mr. Long $88,575; Mr. Mackenzie $65,762; Mr. Mey $157,020 and Mr. Davis $108,683; and Company-paid benefits in the following amounts: Mr. Thigpen $28,472; Mr. Vayda $9,068; Mr. Adamson $27,061; Mr. Long $21,287; Mr. Mackenzie $25,121; Mr. Mey $23,932; and Mr. Davis, $10,321. For Mr. Mey this includes payments related to his Notice Period. For Mr. Davis this includes payments equal to one year of base salary plus target bonus, made under the Voluntary Early Retirement Plan. (5) The role of Executive Vice President and Chief Financial Officer was transitioned from Mr. Mey to Mr. Vayda on May 1, 2024. Mr. Mey remained an employee of the Company through December 31, 2024. (6) Mr. Davis retired from the Company on July 31, 2024. Grants of Plan-Based Awards for 2024 The following table provides information concerning the annual performance bonus and long-term incentive awards made to each of the Named Executive Officers in the fiscal year ended December 31, 2024.
EXECUTIVE COMPENSATION
| | | | | | | | | | | ALL OTHER | | | | | | | | | | | | | ALL OTHER | OPTION | | GRANT | | | | | | | | | | | STOCK | AWARDS: | | DATE | | | | | | | | | | | AWARDS: | NUMBER OF | | FAIR | | | | | ESTIMATED FUTURE PAYOUTS | | | | | | NUMBER | SHARES OF | EXERCISE | VALUE OF | | | | | UNDER NON-EQUITY | | | ESTIMATED FUTURE PAYOUTS UNDER | | | OF SHARES | SECURITIES | PRICE OF | STOCK AND | | | | | INCENTIVEPLAN AWARDS(1) | | | EQUITY INCENTIVE PLAN AWARDS(2) | | | OF STOCK | UNDERLYING | OPTION | OPTION | | | TYPE OF | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | OR UNITS(3) | OPTIONS | AWARDS | AWARDS(4) | | | AWARD | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($) | ($) | | Jeremy D. Thigpen | AIP | 2/8/2024 | — | 1,552,500 | 3,105,000 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 798,467 | 1,596,934 | | | | 4,064,197 | | | RSU | 2/8/2024 | | | | | | | 736,920 | | | 3,854,092 | | R. Thaddeus Vayda | AIP | 2/8/2024 | — | 558,333 | 1,116,667 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 74,232 | 148,464 | | | | 377,841 | | | PSU | 5/16/2024 | | | | — | 70,147 | 140,294 | | | | 379,495 | | | RSU | 2/8/2024 | | | | | | | 68,511 | | | 358,313 | | | RSU | 5/16/2024 | | | | | | | 65,639 | | | 393,834 | | Keelan I. Adamson | AIP | 2/8/2024 | — | 800,000 | 1,600,000 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 339,348 | 678,696 | | | | 1,727,281 | | | RSU | 2/8/2024 | | | | | | | 313,191 | | | 1,637,989 | | Brady K. Long | AIP | 2/8/2024 | — | 618,750 | 1,237,500 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 217,764 | 435,528 | | | | 1,108,419 | | | RSU | 2/8/2024 | | | | | | | 200,978 | | | 1,051,115 | | Roderick J. Mackenzie | AIP | 2/8/2024 | — | 547,443 | 1,094,887 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 164,684 | 329,368 | | | | 838,242 | | | RSU | 2/8/2024 | | | | | | | 151,990 | | | 794,908 | | Mark L. Mey | AIP | 2/8/2024 | — | 760,000 | 1,520,000 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 269,483 | 538,966 | | | | 1,371,668 | | | RSU | 2/8/2024 | | | | | | | 248,710 | | | 1,300,753 | | Howard E. Davis | AIP | 2/8/2024 | — | 550,000 | 1,100,000 | | | | | | | | | | PSU | 2/8/2024 | | | | — | 214,588 | 429,176 | | | | 1,092,253 | | | RSU | 2/8/2024 | | | | | | | 198,047 | | | 1,035,786 |
EXECUTIVE COMPENSATION
(1) These amounts represent the potential payout opportunities to the Named Executive Officers for the 2024 performance period under the Performance Award and Cash Bonus Plan. There is no payout at or below threshold under this plan for 2024. 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 2024, see Compensation Discussion Analysis—Annual Performance Bonus. (2) The February 8, 2024 performance share unit award is subject to a 36-month performance period beginning January 1, 2024 and ending December 31, 2026. The actual number of performance units received will be determined in the first 60 days of 2027 and is contingent on the Company’s performance in total shareholder return relative to the Performance Peer Group over a three-year performance measurement period. Any earned shares will vest on December 31, 2026. The amounts shown under the Maximum column represent the payout level of 200%. There is no payout below threshold level under this plan for 2024. Mr. Vayda received an additional grant, in connection with his promotion to CFO, on May 16, 2024. The award is subject to the same performance period and conditions as the awards granted on February 8, 2024. (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 8, 2024. The first installment vested on March 1, 2025, and the other installments will vest on March 1, 2026, and March 1, 2027. Mr. Vayda received an additional grant, in connection with his promotion as CFO, on May 16, 2024. The units will vest in one-third increments over a 31-month period. The first installment vests on May 29, 2025, and the other installments will vest on March 1, 2026, and March 1, 2027. (4) These amounts represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The 2024 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 2024 The following table sets forth certain information with respect to outstanding equity awards at December 31, 2024, 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 | | | | | | | 2/10/2022 | | | | | 385,357 | 1,445,089 | | | | | 2/9/2023 | | | | | 387,035 | 1,451,381 | | | | | 2/8/2024 | | | | | 736,920 | 2,763,450 | | | | | 2/10/2022 | | | | | | | 1,133,145 | 4,249,294 | | | 2/9/2023 | | | | | | | 597,907 | 2,242,151 | | | 2/8/2024 | | | | | | | 798,467 | 2,994,251 | | R. Thaddeus Vayda | 2/11/2016 | 21,390 | — | 8.61 | 2/10/2026 | | | | | | | 2/10/2017 | 16,713 | — | 13.35 | 2/9/2027 | | | | | | | 2/8/2018 | 22,556 | — | 9.18 | 2/7/2028 | | | | | | | 2/7/2019 | 29,630 | — | 8.35 | 2/6/2029 | | | | | | | 2/10/2022 | | | | | 27,818 | 104,318 | | | | | 2/9/2023 | | | | | 35,982 | 134,933 | | | | | 2/8/2024 | | | | | 68,511 | 256,916 | | | | | 5/16/2024 | | | | | 65,639 | 246,146 | | | | | 2/10/2022 | | | | | | | 81,800 | 306,750 | | | 2/9/2023 | | | | | | | 55,587 | 208,451 | | | 2/8/2024 | | | | | | | 74,232 | 278,370 | | | 5/16/2024 | | | | | | | 70,147 | 263,051 | | 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 | | | | | | | 2/10/2022 | | | | | 134,875 | 505,781 | | | | | 2/9/2023 | | | | | 135,462 | 507,983 | | | | | 2/8/2024 | | | | | 313,191 | 1,174,466 | | | | | 2/10/2022 | | | | | | | 396,600 | 1,487,250 | | | 2/9/2023 | | | | | | | 209,268 | 784,755 | | | 2/8/2024 | | | | | | | 339,348 | 1,272,555 |
EXECUTIVE COMPENSATION
| 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 | | | | | | | | | | | 2/10/2022 | | | | | | | | | | | 105,098 | | 394,118 | | | | | | | 2/9/2023 | | | | | | | | | | | 105,555 | | 395,831 | | | | | | | 2/8/2024 | | | | | | | | | | | 200,978 | | 753,668 | | | | | | | 2/10/2022 | | | | | | | | | | | | | | | 309,040 | | 1,158,900 | | | 2/9/2023 | | | | | | | | | | | | | | | 163,066 | | 611,498 | | | 2/8/2024 | | | | | | | | | | | | | | | 217,764 | | 816,615 | | Roderick J. Mackenzie | | 2/11/2016 | | 12,478 | | — | | 8.61 | | 2/10/2026 | | | | | | | | | | | | 2/10/2017 | | 19,586 | | — | | 13.35 | | 2/9/2027 | | | | | | | | | | | | 2/8/2018 | | 26,433 | | — | | 9.18 | | 2/7/2028 | | | | | | | | | | | | 2/7/2019 | | 53,086 | | — | | 8.35 | | 2/6/2029 | | | | | | | | | | | | 2/10/2022 | | | | | | | | | | 69,545 | | 260,794 | | | | | | | | 2/9/2023 | | | | | | | | | | 69,848 | | 261,930 | | | | | | | | 2/8/2024 | | | | | | | | | | 151,990 | | 569,963 | | | | | | | | 2/10/2022 | | | | | | | | | | | | | | 204,496 | | 766,860 | | | | 2/9/2023 | | | | | | | | | | | | | | 107,904 | | 404,640 | | | | 2/8/2024 | | | | | | | | | | | | | | 164,684 | | 617,565 | | 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 | | | | | | | | | | | | 2/10/2022 | | | | | | | | | | 130,058 | | 487,718 | | | | | | | | 2/9/2023 | | | | | | | | | | 130,624 | | 489,840 | | | | | | | | 2/8/2024 | | | | | | | | | | 248,710 | | 932,663 | | | | | | | | 2/10/2022 | | | | | | | | | | | | | | 382,436 | | 1,434,135 | | | | 2/9/2023 | | | | | | | | | | | | | | 201,794 | | 756,728 | | | | 2/8/2024 | | | | | | | | | | | | | | 269,483 | | 1,010,561 | | | 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 | | | | | | | | | | | | 2/10/2022 | | | | | | | | | | 19,766 | | 74,123 | | | | | | | | 2/9/2023 | | | | | | | | | | 53,822 | | 201,833 | | | | | | | | 2/8/2024 | | | | | | | | | | 167,045 | | 626,419 | | | | | | | | 2/10/2022 | | | | | | | | | | | | | | 304,534 | | 1,142,003 | | | | 2/9/2023 | | | | | | | | | | | | | | 160,688 | | 602,580 | | | | 2/8/2024 | | | | | | | | | | | | | | 214,588 | | 804,705 | |
EXECUTIVE COMPENSATION
(1) Each option award has a 10-year term from the grant date. (2) 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. Restricted share units granted on February 8, 2024; one-third vested on each March 1, 2025, 2026 and 2027. (3) For purposes of calculating the amounts in these columns, the closing price of our shares on the NYSE on December 31, 2024, of $3.75 was used. (4) Performance share units granted in 2022, 2023 and 2024 are subject to a three-year performance period ending on December 31, 2024, December 31, 2025 and December 31, 2026 respectively. The actual number of performance share units received will be determined in the first 60 days following the end of the performance period and is contingent on our performance as determined by comparing our total shareholder return relative to the Performance Peer Group relative to annual targets. Any shares earned will vest on the last day of the performance period. For more information regarding long-term incentive plans, please see Compensation Discussion and Analysis—Long-Term Incentives. (5) Performance share units are listed at the targeted number of units. Option Exercises and Shares Vested for 2024 The following table sets forth certain information with respect to the exercise of options and the vesting of RSUs and PSUs, as applicable, during 2024 for the Named Executive Officers.
EXECUTIVE COMPENSATION
| | NUMBER OF SHARES | VALUE | NUMBER OF | VALUE | | | ACQUIRED ON | REALIZED ON | SHARES ACQUIRED | REALIZED ON | | | EXERCISE | EXERCISE | ON VESTING | VESTING(1) | | NAME | (#) | ($) | (#) | ($) | | Jeremy D. Thigpen | — | — | 2,876,545 | 14,912,563 | | R. Thaddeus Vayda | — | — | 206,645 | 1,070,789 | | Keelan I. Adamson | — | — | 899,565 | 4,660,974 | | Brady K. Long | — | — | 770,587 | 3,994,541 | | Roderick J. Mackenzie | — | — | 395,507 | 2,047,451 | | Mark L. Mey | — | — | 1,022,532 | 5,302,230 | | Howard E. Davis | — | — | 979,233 | 5,177,465 |
EXECUTIVE COMPENSATION
| (1) Value realized on vesting is calculated by multiplying the closing price of our shares on the NYSE on the date of release by the number of gross shares that were released on such date, including any shares subsequently withheld in satisfaction of requisite tax withholding. |
EXECUTIVE COMPENSATION
We do not (i) grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive compensation and (iii) take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options. Pension Benefits for 2024 We maintain the following pension plans for executive officers and other employees that provide for post-retirement income based on age and years of service:
EXECUTIVE COMPENSATION
| ■ | Transocean Savings Restoration Plan | | ■ | Transocean U.S. Retirement Plan | | ■ | Transocean Pension Equalization Plan |
EXECUTIVE COMPENSATION
The following table and narrative disclosure set forth certain information with respect to pension benefits payable to the Named Executive Officers pursuant to these plans:
EXECUTIVE COMPENSATION
| | | NUMBER OF | PRESENT | | | | | YEARS | VALUE OF | PAYMENTS | | | | CREDITED | ACCUMULATED | DURING | | | | SERVICE | BENEFIT | 2024 | | NAME | PLAN NAME | (#) | ($) | ($) | | Jeremy D. Thigpen | Transocean Savings Restoration Plan | 10 | 2,340,468 | — | | R. Thaddeus Vayda | Transocean Savings Restoration Plan | 9 | 300,112 | — | | | Transocean U.S. Retirement Plan | 27 | 112,170 | — | | | Transocean Pension Equalization Plan | 27 | 64,253 | | | Keelan I. Adamson | Transocean Savings Restoration Plan | 10 | 867,129 | | | | Transocean U.S. Retirement Plan | 10 | 404,457 | — | | | Transocean Pension Equalization Plan | 10 | 367,033 | | | Brady K. Long | Transocean Savings Restoration Plan | 9 | 719,129 | — | | Roderick J. Mackenzie | Transocean Savings Restoration Plan | 9 | 432,419 | — | | | Transocean U.S. Retirement Plan | 25 | 172,484 | — | | | Transocean Pension Equalization Plan | 25 | 13,105 | | | Mark L. Mey | Transocean Savings Restoration Plan | 10 | 1,287,725 | — | | Howard E. Davis | Transocean Savings Restoration Plan | 9 | 758,333 | — |
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. Messrs. Vayda, Adamson and Mackenzie are the only Named Executive Officers who participate in this plan. The plan was established to provide post-retirement income benefits to employees in recognition of their long-term service to the Company. Benefits available to executives were 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. were fully vested after completing five years of eligible employment. Employees earned 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 earned 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 2024” table above. In particular, monthly accrued pension benefits, payable at age 65, were determined as of December 31, 2024. The present value of these benefits was calculated based on assumptions disclosed in the Company’s financial statements for 2024. See Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies and Note 9—Benefit Plans included in Item 8 of our annual report on Form 10-K for the fiscal year ended December 31, 2024. Transocean Pension Equalization Plan The Pension Equalization Plan (“PEP”) is a nonqualified, unfunded, noncontributory pension plan that was frozen effective December 31, 2014. Messrs. Vayda, Adamson and Mackenzie are the only Named Executive Officers with a frozen benefit in the PEP. The PEP was established 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. Certain employees were 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 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 2024” table above. In particular, monthly accrued pension benefits, payable at age 65, were determined as of December 31, 2024. The present value of these benefits was calculated based on assumptions disclosed in the Company’s financial statements for 2024. See Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies and Note 9—Benefit Plans included in Item 8 of our annual report on Form 10-K for the fiscal year ended December 31, 2024. 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, 2024, 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, 2024, 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 | ― | ― | ― | — | 2,340,468 | 2,340,468 | | | Involuntary Not-for-Cause | ― | 1,568,025 | 8,897,430 | — | 2,340,468 | 12,805,923 | | | Retirement | ― | 1,568,025 | 8,897,430 | — | 2,340,468 | 12,805,923 | | | Death (7) | ― | 1,568,025 | 10,624,428 | — | 2,340,468 | 14,532,921 | | | Disability(7) | ― | 1,568,025 | 10,624,428 | — | 2,340,468 | 14,532,921 | | | Change of Control | ― | 1,568,025 | 15,145,616 | — | 2,340,468 | 19,054,109 | | R. Thaddeus Vayda | Voluntary Not-for-Cause | ― | ― | ― | — | 364,365 | 364,365 | | | Involuntary Not-for-Cause | ― | 528,698 | 819,323 | — | 364,365 | 1,712,386 | | | Retirement | ― | 528,698 | 819,323 | — | 364,365 | 1,712,386 | | | Death (7) | ― | 528,698 | 1,127,539 | — | 346,654 | 2,002,891 | | | Disability(7) | ― | 528,698 | 1,127,539 | — | 364,365 | 2,020,602 | | | Change of Control | ― | 528,698 | 1,798,935 | — | 364,365 | 2,691,998 | | Keelan I. Adamson | Voluntary Not-for-Cause | ― | ― | ― | — | 1,234,162 | 1,234,162 | | | Involuntary Not-for-Cause | ― | 808,000 | 3,222,735 | — | 1,234,162 | 5,264,897 | | | Retirement | ― | 808,000 | 3,222,735 | — | 1,234,162 | 5,264,897 | | | Death (7) | ― | 808,000 | 3,925,804 | — | 1,132,537 | 5,866,340 | | | Disability(7) | ― | 808,000 | 3,925,804 | — | 1,234,162 | 5,967,965 | | | Change of Control | ― | 808,000 | 5,732,790 | — | 1,234,162 | 7,774,952 | | Brady K. Long | Voluntary Not-for-Cause | ― | ― | ― | — | 719,129 | 719,129 | | | Involuntary Not-for-Cause | 661,500 | 636,300 | 2,426,576 | — | 719,129 | 4,443,505 | | | Retirement | ― | 636,300 | 2,426,576 | — | 719,129 | 3,782,005 | | | Death (7) | ― | 636,300 | 2,897,576 | — | 719,129 | 4,253,005 | | | Disability(7) | ― | 636,300 | 2,897,576 | — | 719,129 | 4,253,005 | | | Change of Control | 1,291,500 | 636,300 | 4,130,629 | — | 719,129 | 6,777,557 | | Roderick J. Mackenzie | Voluntary Not-for-Cause | ― | ― | ― | — | 445,524 | 445,524 | | | Involuntary Not-for-Cause | 577,500 | 555,500 | 1,643,051 | — | 445,524 | 3,221,575 | | | Retirement | ― | 555,500 | 1,643,051 | — | 445,524 | 2,644,075 | | | Death (7) | ― | 555,500 | 1,988,621 | — | 440,160 | 2,984,281 | | | Disability(7) | ― | 555,500 | 1,988,621 | — | 445,524 | 2,989,645 | | | Change of Control | 1,127,500 | 555,500 | 2,881,751 | — | 445,524 | 5,010,275 |
EXECUTIVE COMPENSATION
| Mark L. Mey | Voluntary Not-for-Cause | ― | ― | ― | — | 1,287,725 | 1,287,725 | | | Involuntary Not-for-Cause | ― | 255,867 | 3,002,884 | — | 1,287,725 | 4,546,475 | | | Retirement | ― | 255,867 | 3,002,884 | — | 1,287,725 | 4,546,475 | | | Death (7) | ― | 255,867 | 3,585,743 | — | 1,287,725 | 5,129,334 | | | Disability(7) | ― | 255,867 | 3,585,743 | — | 1,287,725 | 5,129,334 | | | Change of Control | ― | 255,867 | 5,111,644 | — | 1,287,725 | 6,655,235 | | Howard E. Davis (8) | Voluntary Not-for-Cause | ― | ― | ― | — | 758,333 | 758,333 | | | Involuntary Not-for-Cause | ― | ― | 2,410,194 | — | 758,333 | 3,168,527 | | | Retirement | 550,000 | 550,000 | 2,410,194 | — | 758,333 | 4,268,527 | | | Death (7) | ― | ― | 2,410,194 | — | 758,333 | 3,168,527 | | | Disability(7) | ― | ― | 2,410,194 | — | 758,333 | 3,168,527 | | | Change of Control | ― | ― | 2,410,194 | — | 758,333 | 3,168,527 |
EXECUTIVE COMPENSATION
(1) These amounts represent obligations of the Company under agreements currently in place and valued as of December 31, 2024. 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. Long and Mackenzie. 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. For Mr. Davis this includes payments associated with his participation in the Voluntary Early Retirement Plan. (3) Amounts payable for the 2024 annual cash bonus earned. For Mr. Davis this includes payments associated with his participation in the Voluntary Early Retirement Plan. (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. $3.75, the closing stock price on the last trading day of 2024. (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, 2024. (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. (8) Per the terms of the Voluntary Early Retirement Program that Mr. Davis participated in, his equity will continue to vest as if he remained an employee of the Company through the original vesting schedule of the equity grants included in this table. CEO Pay Ratio As of December 31, 2024, we had a global workforce of approximately 5,400 employees comprised of approximately 2,000 U.S. employees and approximately 3,400 non-U.S. employees. Pursuant to the Exchange Act, 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 2024 was $10,938,141 and the 2024 total compensation of the median employee in U.S. dollars was $108,600. Accordingly, for 2024, the Company estimates the ratio of our CEO’s total compensation to the median total compensation of all employees to be 101 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 271 of our non-U.S. employees located in Angola (221), Cayman Islands (3), Greece (17), Hungary (2), Malaysia (7), and Spain (21), 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, 2024. 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, 2024, the last day of our fiscal year. Once the median employee was identified as described above, the total annual compensation for 2024 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) | | 2024 | $10,938,141 | $(5,609,409) | $3,734,275 | $(512,328) | $55 | $102 | $(512) | $1,148 | | 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. Jeremy D. Thigpen, in the Summary Compensation Table for fiscal years 2024, 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. |
Pay Versus Performance Table
| (3) For years 2024, 2023, 2022, 2021 and 2020 reflects compensation information for our NEOs: Mr. R. Thaddeus Vayda, Mr. Keelan I. Adamson, Mr. Brady K. Long, Mr. Roderick J. Mackenzie, Mr. Mark L. Mey and Mr. Howard E. Davis. |
Pay Versus Performance Table
| (4) Reflects cumulative total shareholder return of the Philadelphia SE Oil Services Sector (OSX) index, as of December 31, 2024, 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, 2024. |
Pay Versus Performance Table
| (5) Adjusted EBITDA represents income before interest expense, interest income, taxes, depreciation and amortization, and excluding certain identified charges and credits. See Appendix A in this proxy statement for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared and calculated in accordance with GAAP. |
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 2024, 2023, 2022, 2021 and 2020. 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 2024 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 | 2024 ($) | | Summary Compensation Table | $10,938,141 | | 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 | $(7,918,289) | | 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 | $4,260,895 | | 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 | ($4,770,729) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | ($6,411,627) | | Deduction of fair value of awards granted prior to year that were forfeited during year | ($1,707,801) | | Increase based on dividends or other earnings paid during year prior to vesting date of award | - | | Total Adjustments | ($16,547,550) | | Compensation Actually Paid (CAP) to CEO | ($5,609,409) |
Pay Versus Performance Table
The individuals who were non-CEO Named Executive Officers during the applicable year are: Messrs. Vayda, Adamson, Davis, Long, Mackenzie and Mey.
Pay Versus Performance Table
| Summary Compensation Table to Compensation Actually Paid Adjustments | 2024 ($) | | Summary Compensation Table | $3,734,275 | | 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 | ($11,622) | | 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 | ($2,244,649) | | 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 | $1,201,458 | | 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 | ($1,191,135) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | ($1,578,929) | | Deduction of fair value of awards granted prior to year that were forfeited during year | ($421,727) | | Increase based on dividends or other earnings paid during year prior to vesting date of award | - | | Total Adjustments | ($4,246,604) | | Average Compensation Actually Paid (CAP) to Non-CEO Named Executive Officers | ($512,328) |
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 2024 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-financial performance measurement 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-, four- and five-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 72% 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
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Relationship Between Compensation Actually Paid and Performance Measures
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DEF 14A of Transocean Ltd.

NOMINEES TO THE BOARD OF DIRECTORS

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SKILLS AND EXPERIENCE MATRIX FOR DIRECTOR NOMINEES

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INDUSTRY LEADING PERFORMANCE & DELIVERING LONG-TERM SUCCESS

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