Transocean Ltd.
For the period ended Mar 31, 2025. Filed Apr 29, 2025.
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Mar 31, 2025 · Filed Apr 29, 2025
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Item 5. Other Information
| Item 5. | Other Information |
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In accordance with Transocean’s previously announced succession planning strategy, Mr. Keelan Adamson has been appointed President and Chief Executive Officer of Transocean effective as of May 1, 2025. Mr. Adamson will assume the responsibilities of Principal Executive Officer from Mr. Jeremy Thigpen as of such date.
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As part of his promotion to President and Chief Executive Officer, Mr. Adamson entered into a new employment agreement (the “Adamson Employment Agreement”) with a wholly owned indirect subsidiary of Transocean Ltd., effective May 1, 2025, which will supersede his existing employment agreement. Pursuant to the terms and conditions of the Adamson Employment Agreement, Mr. Adamson will receive a base salary of $1,000,000 per year. Mr. Adamson’s 2025 annual cash bonus target under Transocean’s Amended and Restated Performance Award and Cash Bonus Plan (the “AIP”) will be 130% of his annual salary earned in 2025, subject to Transocean’s performance relative to a set of pre-determined performance metrics and the discretion of our Compensation Committee. Additionally, Mr. Adamson remains eligible to participate in the Amended and Restated 2015 Transocean Ltd. Long-Term Incentive Plan (the “LTIP”). Upon the effectiveness of his appointment, Mr. Adamson will receive a promotional 2025 equity award (the “equity award”) pursuant to the LTIP based on the compensation target associated with his new position and pro-rated for the portion of the year following his promotion. The equity award will be granted in the form of restricted share units with a targeted cash value of $1,205,000, vesting in equal installments over three years, and performance units with a targeted cash value of $1,205,000, subject to vesting and performance terms equivalent to those currently in place for the 2025-2027 performance cycle.
The foregoing description of the Adamson Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 10.3 and incorporated herein by reference. Other than as disclosed above, there are no arrangements or understandings between Mr. Adamson and any other person pursuant to which he was appointed President and Chief Executive Officer. There is no family relationship between Mr. Adamson and any director or executive officer of Transocean, and there are no transactions between Mr. Adamson and Transocean that are required to be reported under Item 404(a) of Regulation S-K.
Following Mr. Adamson’s appointment described above, Mr. Thigpen will continue his current service as a member of our board of directors (the “Board”), and if elected Chair of the Board by shareholders at our 2025 Annual General Meeting, would serve as Executive Chair of the Board. In the position of Executive Chair, Mr. Thigpen would continue to serve an integral role in providing strategic direction to Transocean and remain a member of our Executive Management Team. As part of this transition, Mr. Thigpen entered into a new employment agreement (the “Thigpen Employment Agreement”) with a wholly owned indirect subsidiary of Transocean Ltd., effective May 1, 2025, which incorporates the notice period compensation to which he is entitled under his existing employment agreement and our Articles of Association but will otherwise supersede his existing employment agreement. Pursuant to the terms of the Thigpen Employment Agreement, for continued service through May 1, 2026 (the “Initial Period”), Mr. Thigpen will receive an aggregate amount of $2,702,500, payable in 24 semi-monthly installments (less applicable withholding), and will be eligible for a pro-rated bonus under the AIP for his service from January 1, 2025 through April 30, 2025. Mr. Thigpen remains eligible for an annual employee award under the LTIP in 2026, at the discretion of the Board, and his outstanding equity awards under the LTIP will continue to vest in accordance with the terms and conditions of those awards. Following the Initial Period, Mr. Thigpen’s compensation will be determined by our Board.
The foregoing description of the Thigpen Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the full text thereof attached hereto as Exhibit 10.4 and incorporated herein by reference.
On March 11, 2025, Mr. Brady Long, our Executive Vice President and Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement (as such term is defined under Item 408(a) of Regulation S-K of the Securities Act of 1933) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 212,468 shares of Transocean Ltd. (the “CLO Plan”). Sales may not commence under the CLO Plan until June 10, 2025 at the earliest and only at specified market prices. Unless earlier terminated in accordance with it terms and conditions, the CLO Plan expires on March 7, 2026.
On March 28, 2025, Mr. Keelan Adamson, our President and Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement (as such term is defined under Item 408(a) of Regulation S-K of the Securities Act of 1933) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 233,030 shares of Transocean Ltd. (the “COO Plan”), which includes 44,118 shares of Transocean Ltd. underlying vested stock options held by Mr. Adamson. Sales may not commence under the COO Plan until June 27, 2025 at the earliest and only at specified market prices. Unless earlier terminated in accordance with it terms and conditions, the COO Plan expires on July 1, 2026.
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