Frederik Mohn
TransoceanAbout Frederik W. Mohn
Norwegian investor and director; age 48, director since 2018 following Transocean’s acquisition of Songa Offshore SE. Owner and Managing Director of Perestroika AS; former Chair of Songa (2014–2018) and director (2013–2014). Education: B.Sc., Royal Holloway, University of London (2001). Independent director; current committees: Finance and Governance, Safety & Environment; 100% meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Songa Offshore SE | Chair of Board | 2014–2018 | Led board through sale to Transocean; sector expertise in offshore drilling |
| Songa Offshore SE | Director | 2013–2014 | Board oversight pre-Chair |
| Frank Mohn AS | Managing Director | 2011–2013 | Operated global family business supplying oil and gas pumping systems |
| DOF ASA | Director | Aug 2017–Oct 2019 | Shipping industry oversight |
| Fjord 1 | Director | Aug 2017–Dec 2019 | Transport sector oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| EMGS ASA (OSE: EMGS) | Chair of Board | 2021 | Public company; electromagnetic geoservices; current board chair |
| Viken Crude AS | Director | n/a | Private company |
| Fornebu Sentrum Holding AS | Director | n/a | Private company |
| Fornebu Sentrum Utvikling AS | Director | n/a | Private company |
Board Governance
- Independence: Determined independent under SEC/NYSE rules; board explicitly assessed beneficial ownership and related transactions (see Related Party).
- Attendance: 100% board and committee meetings in 2024.
- Committees and responsibilities:
- Finance Committee (member; 5 meetings in 2024). Oversees financial policies, capital structure, risk programs, financing/dividends, and major transaction financial aspects.
- Governance, Safety & Environment Committee (member; 6 meetings in 2024). Oversees director nominations, governance policies, board evaluations, and HSE/sustainability programs. Committee formed in 2024 by combining HSES and Corporate Governance.
- Executive sessions: Independent directors met in executive session at each board meeting in 2024.
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director retainer |
| RSU grant (target value) | $210,000 | Granted after 2024 AGM; 36,145 RSUs based on $5.81 10-day avg price |
| Stock awards (grant-date fair value) | $217,954 | Accounting grant-date fair value |
| Committee chair fees | $0 | Not a chair; chair fees only for Audit ($35k), Compensation ($20k), Finance/GSE ($10k) |
| Total 2024 director compensation | $317,954 | Cash + equity |
| Vesting of director RSUs | n/a | Vest at earlier of 1 year or next AGM, subject to service |
| Director ownership guidelines | n/a | Must hold at least 5× annual cash retainer |
Performance Compensation
| Feature | Term | Note |
|---|---|---|
| Performance metrics tied to director equity | None disclosed | Director RSUs are time-based; no performance conditions |
| Minimum vesting | 1 year from grant | Plan-wide feature |
| Change-of-control vesting | No single trigger | Amended to remove discretion for CoC vesting; no automatic vesting |
| Dividends on unvested awards | Not permitted | No dividends/dividend equivalents on unvested RSUs/PSUs; none on options/SARs |
| LTIP governance | Independent committee | Administered by independent Compensation Committee |
| Share pool mechanics | Fungible ratio 1.68 pre–May 30, 2025; 1.43 thereafter | Impacts shares counted for full-value awards |
Other Directorships & Interlocks
| Entity | Relationship | Details | Board View |
|---|---|---|---|
| EMGS ASA | External board | Chair since 2021 | No conflict disclosed |
| Liquila Ventures Ltd (JV) | Related-party transaction | Nov 2022: Mohn acquired 13.33% interest for $10M; Sep 15, 2023: RIG purchased his 13.33% back for 2.0M RIG shares ($16.4M value at the time) | Board concluded independence unaffected; transactions arm’s length and reasonable |
Expertise & Qualifications
- Accounting & Auditing; Finance, Debt & Capital Markets; M&A; Multinational company experience; Oil & Gas services; Public company governance; Safety & Environment; Strategy.
Equity Ownership
| Item | Amount | Percent | Notes |
|---|---|---|---|
| Shares owned (direct/indirect) | 91,097,042 | 10.31% | Includes 91,074,894 held by Perestroika (Cyprus) Ltd. |
| Shares subject to right to acquire (vested units) | 285,114 | n/a | Vested director share units |
| Total beneficially owned | 91,382,156 | 10.35% | As of Mar 6, 2025; also listed as >5% holder |
| Pledging/Hedging | Prohibited | Company policy bans hedging/pledging; directors certify annually; none pledged | |
| Ownership guidelines | 5× retainer | Director guideline requirement |
Governance Assessment
- Board effectiveness: 100% attendance; active service on Finance and GSE committees with clear oversight mandates; independent status affirmed despite large stake.
- Alignment: Meaningful equity stake (10.35%) aligns interests; director RSUs vest time-based, with strong LTIP controls (no single-trigger CoC, minimum vesting, no dividends on unvested awards).
- Potential conflicts and related-party exposure: Liquila JV interest and share-for-interest purchase present related-party optics; Board deemed terms arm’s-length and independence intact—monitor future transactions and information flow between Perestroika and RIG.
- Risk indicators: No hedging/pledging permitted; robust insider trading policy; strong shareholder support for compensation frameworks (98.6% approval for board max comp; ~98% for NEO comp in 2024/2025 votes), suggesting investor confidence.
Notes on Compensation Committee Oversight (context)
- Compensation Committee (2024 members: Barker, Chang, Merksamer) uses independent consultant (Pay Governance), with conflict-of-interest safeguards; director compensation set by board on committee recommendation and subject to shareholder ratification of aggregate maximum.