Transocean Ltd.
For the period ended May 30, 2025. Filed Apr 1, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2025 · Filed Apr 1, 2025
Contents
PROXY STATEMENT SUMMARY
2025 ANNUAL GENERAL MEETING DETAILS
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| WHEN | WHERE | RECORD DATE |
| Friday, May 30, 2025 | Parkhotel Zug | May 12, 2025 |
| 8:00 a.m. Swiss time | Industriestrasse 14 | |
| | 6302 Zug, Switzerland | |
VOTING INFORMATION
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| | | BY PHONE | | BY INTERNET | | BY MAIL | | BY MOBILE DEVICE | |
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| Registered Holders(shares are registered in your own name) | | On a touch-tone telephone, call toll-free:+1 (800) 690-6903 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instructions form that is sent to you. You will be able to confirm that the telephonic system has properly recorded your votes. | | Go to www.proxyvote.com 24/7, and follow the instructions. You will need the 16-digit control number that is included in the voting instructions form that is sent to you. The internet system allows you to confirm that the system has properly recorded your voting instructions. | | Complete, date, sign and return your proxy card in the postage-paid envelope.Do not mail the proxy card if you are submitting voting instructions over the internet or by telephone. | | Scan the QR code, which can be found on your voting instructions form that is sent to you. | |
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| Beneficial Owners(shares are held “in street name” in a stock brokerage account or by a bank, nominee or other holder of record) | | On a touch-tone telephone, call toll-free:+1 (800) 690-6903 24/7, and follow the instructions.You will need the 16-digit control number that is included in the voting instructions form that is sent to you.You will be able to confirm that the telephonic system has properly recorded your votes. | | Go to www.proxyvote.com 24/7, and follow the instructions.You will need the 16-digit control number that is included in the voting instruction form that is sent to you.The internet system allows you to confirm that the system has properly recorded your voting instructions. | | Complete, date, sign and return your voting information form.Do not mail the voting instruction form if you are submitting voting instructions over the internet or by telephone. | | Scan the QR code, which can be found on your voting instructions form that is sent to you. | |
Transocean 2025 P-4 Proxy Statement
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| | PROXY STATEMENT SUMMARY |
YOUR VOTE IS IMPORTANTEven if you plan to attend the 2025 Annual General Meeting, you are encouraged to submit your voting instructions over the internet, by telephone or by mail as soon as possible prior to the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL GENERAL MEETING TO BE HELD ON MAY 30, 2025
Our proxy statement and 2024 Annual Report are available at www.proxyvote.com or on our website investor.deepwater.com under “Financial Reports ― Annual and Quarterly Reports.” Information contained on or accessible from our website is not incorporated by reference into this proxy statement and should not be considered a part of this report or any other filing that we make with the SEC. Furthermore, references to our website URLs are intended to be inactive textual references only.
Shareholders registered in our share register on the record date have the right to vote their shares at the 2025 Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with those materials. Please review the voting instructions in the proxy statement for each of these methods.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions by mail, telephone or over the internet.
References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its subsidiaries and predecessors, unless the context requires otherwise. References to “Board” or “Board of Directors” mean the Board of Directors of the Company. All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.
Transocean 2025 P-5 Proxy Statement
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| PROXY STATEMENT SUMMARY | |
COMPANY OVERVIEW AND 2024 STRATEGY AND PERFORMANCE
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters.
Transocean’s fleet of 34 mobile offshore drilling units consists of 26 ultra-deepwater floaters and eight harsh environment floaters. The below graphic shows the global market presence of our operating fleet as of our Fleet Status Report issued on February 12, 2025.
With the offshore industry’s largest high-specification floating fleet, and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-positioned to support our customers in the delivery of their operational and business objectives, which will ultimately translate into superior returns for our shareholders.
In 2024, we delivered exceptional operational performance. Importantly, we delivered a company-best total recordable incident rate (“TRIR”) of 0.15, beating our target of 0.22. We also delivered uptime of 96.9% across our global fleet. We delivered this result with a fleet of floaters that are focused on ultra-deepwater and harsh environment operations, which present the most challenging operational conditions.
We believe demand for hydrocarbons will continue to play an important role in supplying the world’s energy for the foreseeable future. The ongoing energy expansion will require all sources of energy, including hydrocarbons and renewables, to meet growing global energy demand.
Transocean 2025 P-6 Proxy Statement
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| | PROXY STATEMENT SUMMARY |
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.
Transocean 2025 P-7 Proxy Statement
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| PROXY STATEMENT SUMMARY | |
| · COO, Transocean Ltd. · · · · · · · · | ||||||||
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| 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. AdamsonPresident and COO, Transocean Ltd. | 55 | Nominee | | | | | | 0 |
| Glyn A. BarkerFormer Vice Chair-U.K., PwC LLP | 71 | 2012 | ✓ | | 1 | |||
| Vanessa C.L. ChangFormer Director and Shareholder of EL & EL Investments Ltd. | 72 | 2012 | ✓ | | 1 | |||
| Frederico F. CuradoFormer President and CEO, Embraer S.A. | 63 | 2013 | ✓ | | 2 | |||
| Chadwick C. DeatonFormer 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. IntrieriFounder 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. MerksamerExecutive Director, Mubadala Capital | 44 | 2013 | ✓ | | 0 | |||
| Frederik W. MohnOwner and Managing Director, Perestroika AS; former Director and Chair, Songa Offshore SE | 48 | 2018 | ✓ | | | 1 | ||
| Margareth ØvrumFormer Executive Vice President for Equinor ASA, Development and Production Brazil | 66 | 2021 | ✓ | | | | 3 | |
| Jeremy D. ThigpenCEO, Transocean Ltd. | 50 | 2015 | | | | | | 1 |
Transocean 2025 P-8 Proxy Statement
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| | PROXY STATEMENT SUMMARY |
| | MEETINGS IN 2024: BOARD: 4BOARD AND COMMITTEES: 28 | 9 | 4 | 5 | 6 |
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| 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 |
(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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.