Chad Deaton
TransoceanAbout Chad Deaton
Chadwick C. “Chad” Deaton (age 72) is an independent director of Transocean Ltd. and has served on the Board since 2012; he has been Chair of the Board since 2019 and is expected to transition to Lead Independent Director following shareholder approval of Jeremy Thigpen as Executive Chair at the 2025 AGM . He holds a B.S. in Geology from the University of Wyoming and previously led Baker Hughes as Chair and CEO; his background spans Schlumberger, Hanover Compressor, and extensive oilfield services leadership . The Board has determined he is independent under NYSE/SEC standards; in 2024 he attended 100% of Board and applicable committee meetings, evidencing high engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes Incorporated | Chair & CEO; later Executive Chair | Chair & CEO (2004–2012); Executive Chair (2012–2013) | Led global oilfield services transformation |
| Schlumberger | Executive Vice President, Oilfield Services; Senior Advisor; various international roles | EVP OFS (1998–1999); Senior Advisor (1999–2001); joined 1976 | International operational leadership |
| Hanover Compressor Company | President, CEO, Director | 2002–2004 | Turnaround/operator experience |
| National Petroleum Council | Member | 2007–2013 | Industry advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marathon Oil Corporation | Director | 2014–2024 | Prior public company directorship |
| Air Products and Chemicals, Inc. | Director | 2010–2022 | Prior public company directorship |
| Carbo Ceramics Inc. | Director | 2004–2009; 2013–2020 | Prior public company directorship |
| University of Wyoming Foundation | Director | n/a | Non-profit governance |
| UCross Foundation | Director | n/a | Arts non-profit governance |
| Houston Achievement Place | Director | n/a | Community organization governance |
| Current public company boards | — | — | None currently (0) |
Board Governance
- Role: Chair of the Board (since 2019); expected to become Lead Independent Director after the 2025 AGM, with defined responsibilities: presiding over executive sessions, liaison to Executive Chair, authority to call meetings of independent directors, input on agendas .
- Independence: Board-determined independent; Board and all standing committees meet enhanced independence standards; no family relationships among directors .
- Attendance: 100% attendance in 2024; Board held 4 meetings; committees met Audit 9, Compensation 4, Finance 5, Governance, Safety & Environment 6 .
- Committee assignments (2024/2025 term): Standing committee membership lists do not include Deaton; his primary governance role is Board leadership rather than committee service .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual retainer – non‑employee Chair | $215,000 | Approved structure for 2024/2025 term; unchanged for 2025/2026 |
| RSU grant – Chair (target value) | $215,000 | Granted immediately after 2024 AGM; RSUs vest at 1 year or next AGM |
| RSU shares granted – Chair | 37,005 | Based on $5.81 avg price (10‑day high/low average) |
| Meeting fees | None disclosed | Travel/incidental reimbursement only |
| Committee chair fees | Not applicable to Deaton | Audit $35k; Comp $20k; Finance/GSE $10k (structure reference) |
- Director stock ownership guidelines: Non‑management directors must hold ≥5x annual cash retainer; RSUs generally deferred until service ends .
Performance Compensation
| Performance Component | Metric(s) | Weight/Terms | Notes |
|---|---|---|---|
| Director RSUs | None (time‑based vesting) | Vest at 1 year or next AGM | Director RSUs are not performance‑based |
| Clawback applicability | Erroneously awarded incentive‑based compensation | SEC/NYSE‑compliant recoupment policy | Company-wide clawback applies to incentive comp; governance signal |
| Equity plan governance | No repricing; min 1‑year vest; no dividends on unvested | Plan terms in 2015 LTIP | Strong equity plan controls |
Note: Performance metrics (e.g., relative TSR and Free Cash Flow) apply to executive PSU awards, not to director RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None (0) |
| Prior public boards | Marathon Oil (2014–2024); Air Products (2010–2022); Carbo Ceramics (2004–2009; 2013–2020) |
| Non‑profit/academic | University of Wyoming Foundation; UCross Foundation; Houston Achievement Place |
| Potential interlocks/conflicts disclosed | None specific to Deaton; Board reviews related party transactions; none outside policy since start of 2024 |
Expertise & Qualifications
- Skills matrix and biography highlight expertise in Finance & Capital Markets, Human Capital Management, Legal & Compliance, M&A, Oil & Gas operations, Operations & Engineering, public company CEO experience, governance, safety, and technology/R&D .
Equity Ownership
| Holder | Shares Owned | Shares subject to right to acquire (vested units/options) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Chadwick C. Deaton | 141,000 | 414,543 (vested share units) | 555,543 | <1% |
- Hedging/Pledging: Prohibited for directors; Insider Trading Policy bans pledging, hedging, short sales, and derivative instruments (except company‑issued) .
- Ownership guidelines: ≥5x director annual cash retainer; compliance status by individual not disclosed .
Governance Assessment
- Board effectiveness: Strong independence, 100% attendance, robust executive sessions; Deaton’s planned transition to Lead Independent Director preserves independent oversight amid leadership changes .
- Alignment: Chair pay balanced between cash and equity; director RSUs time‑based (no performance gaming), with stringent equity plan controls and clawback; stock ownership guideline fosters alignment .
- Conflicts/related parties: No Deaton‑specific related party transactions disclosed; Board maintains formal related party review; no exceptions since 2024; hedging/pledging prohibited, reducing alignment risk .
- Shareholder signals: High historical support for compensation frameworks (e.g., 2024 approvals—Board max comp 98.6%, Executive max 98.3%; say‑on‑pay support ≥91% in prior nine years) indicates investor confidence in governance and pay programs .
- Red flags: None disclosed specific to Deaton. Near‑term governance transition and Board retirement policy (retire at 75 or after 15 years) imply upcoming succession planning needs, but the Board has an active succession process to maintain continuity .