Jeremy Thigpen
TransoceanAbout Jeremy Thigpen
Chief Executive Officer of Transocean Ltd. since 2015 and a director since 2015; nominated to transition to Executive Chair following the 2025 AGM (with a Lead Independent Director in place) . Age 50; BA in Economics & Managerial Studies (Rice University, 1997) and Harvard Business School Program for Management Development (2001) . 2024 operational highlights under his leadership: Adjusted EBITDA $1,148M, uptime 96.9%, TRIR 0.15, and backlog approximately $8.3B as of Feb-2025—reflecting strong safety and fleet utilization in a sustained offshore upcycle . Pay-versus-performance shows RIG’s $100 investment value at $55 in 2024 vs OSX at $102, contextualizing shareholder returns amid industry dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Transocean Ltd. | Chief Executive Officer; President until Feb 2022 | 2015–present | Led fleet transformation, safety outperformance (TRIR 0.15 in 2024), high-spec utilization, and backlog growth . |
| National Oilwell Varco (NOV) | SVP & Chief Financial Officer | 2012–2015 | Finance leadership through cyclicality; capital discipline . |
| NOV | President, Downhole & Pumping Solutions | 2007–2012 | Expanded technologies and product leadership . |
| NOV | President, Downhole Tools | 2003–2007 | Scaled tools portfolio; operational execution . |
| NOV | Director Business Development; Special Assistant to Chairman | Prior to 2003 | Strategy and growth initiatives . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sunnova International Inc. (NYSE: NOVA) | Director | 2024–present | Energy transition adjacency; board experience . |
| Rice University | Board of Trustees | 2022–present | Governance and community engagement . |
| International Association of Drilling Contractors | Chair | 2022 | Industry leadership . |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary ($) | $1,150,000 |
| Target Bonus (%) | 135% of base |
| Actual Annual Bonus ($) | $1,568,025 (101% plan achievement) |
| Long-Term Incentive Target ($) | $8,000,000 (50% PSUs, 50% RSUs) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Measurement |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $1,215M target; $972M threshold; $1,458M max | $1,148M | 72% of component; 43% weighted | Annual cash bonus; audited reconciliation in Appendix A . |
| Uptime | 20% | 97.0% target; 96.0% threshold; 98.0% max | 96.9% | 90% of component; 18% weighted | Annual cash bonus. |
| Sustainability—Safety/Env. | 10% | Tier 1/2 Operational Integrity avoidance; TRIR target 0.22 (0.28 threshold; 0.17 max) | 0 Tier 1/2 events; TRIR 0.15 | 200% of component; 20% weighted | Annual cash bonus. |
| Sustainability—Governance | 10% | TCFD adoption & ERM integration; ESRS Double Materiality & Gap Analysis | Completed primary & secondary objectives | 200% of component; 20% weighted | Annual cash bonus. |
| Total Bonus Achievement | — | — | — | 101% of target | Paid as non-equity incentive . |
| PSUs (2024 grant) | 50% LTI | Relative TSR vs peer group (3-year 2024–2026); with caps/modifiers | In-cycle | 0–200% (cap at target if absolute TSR < -15%; price cap >$20) | Cliff vest Dec 31, 2026 . |
| RSUs (2024 grant) | 50% LTI | Time-based | In-cycle | N/A | Vests 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 . |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares owned (direct) | 6,261,813 |
| Options exercisable (within 60 days) | 1,212,621 |
| Total beneficial ownership | 7,474,434 (<1% of shares outstanding) |
| Unvested RSUs outstanding at 12/31/2024 | 385,357 (2022 grant) ; 387,035 (2023) ; 736,920 (2024) |
| Unearned PSUs outstanding at 12/31/2024 (target units) | 1,133,145 (2022 cycle) ; 597,907 (2023) ; 798,467 (2024) |
| Option awards outstanding (samples) | 233,957 (2016, $8.61, exp 2/10/2026) ; 217,618 (2017, $13.35, exp 2/9/2027) ; 432,099 (2019, $8.35, exp 2/6/2029) |
| Ownership guidelines | CEO must hold ≥6x base pay; count RSUs and earned PSUs; all executives in compliance (2024) . |
| Hedging/pledging | Prohibited for executives/directors; none of exec/director shares are pledged . |
Note: year-end NYSE price used for market values was $3.75 (12/31/2024) .
Employment Terms
| Term | Details |
|---|---|
| Contract & Severance | Swiss law prohibits severance for Executive Management Team; no single-trigger CoC; double-trigger applied in plans . |
| Change-of-control economics (illustrative) | As of 12/31/2024, CoC scenario for CEO shows bonus $1,568,025; stock awards $15,145,616; retirement plan PV $2,340,468 (no cash severance) . |
| Clawback | Executive Officer Incentive-Based Compensation Recoupment Policy adopted Aug 2023 per SEC/NYSE; erroneous incentive comp recoverable . |
| Stock ownership & trading | 6x salary guideline; hedging/pledging/margin accounts prohibited . |
| Pension/Deferred | Savings Restoration Plan PV $2,340,468 (10 years credited service) . |
| Perquisites | Eliminated since Jan 1, 2017; none in 2024 . |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2015; nominated for Chair, expected to serve as Executive Chair; Lead Independent Director to enhance oversight . |
| Independence | Not independent (CEO); Board majority independent; committees fully independent . |
| Committees & roles | CEO is not on Audit/Comp/Finance/GSE committees; three independent members on Compensation Committee (Barker, Chang, Merksamer) . |
| Meeting attendance | 2024 attendance 100% for all directors; Board met 4 times; Board+committees combined meeting count disclosed . |
| Executive sessions | Independent directors held executive sessions at each regular meeting . |
| Director compensation context | Employee directors (including CEO) do not receive Board fees; non-employee director retainers: $215k chair cash + $215k RSUs; $100k director cash + $210k RSUs; committee chair retainers $35k (Audit), $20k (Comp), $10k (Finance/GSE) . |
Multi-Year Compensation (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,133,523 | $1,150,000 | $1,150,000 |
| Stock Awards ($) | $8,591,879 | $8,308,561 | $7,918,289 |
| Non-Equity Incentive ($) | $1,713,886 | $1,583,550 | $1,568,025 |
| All Other Compensation ($) | $294,575 | $313,105 | $301,827 |
| Total ($) | $11,733,864 | $11,355,216 | $10,938,141 |
Compensation & Incentive Design—Key Levers
- Mix heavily “at-risk”: 100% of LTI in equity; at least 50% performance-based PSUs; relative TSR metric; caps to prevent windfalls and limit payouts if absolute TSR is materially negative .
- Annual bonus metrics blend financial (Adjusted EBITDA), operational (uptime), and sustainability (Operational Integrity/TRIR, TCFD/ESRS preparedness), promoting balanced execution .
- No hedging or pledging; no perquisites; double-trigger CoC only; no option repricing; minimum vesting provisions—all governance-positive .
Equity Vesting & Potential Insider Selling Pressure
- Scheduled RSU vesting: 2024 grant vests one-third on Mar 1, 2025; Mar 1, 2026; Mar 1, 2027 (736,920 units outstanding at YE 2024) .
- PSUs 2024 cycle cliff-vest Dec 31, 2026 subject to 3-year TSR performance (798,467 target units at YE 2024 with caps/modifiers) .
- Options outstanding are out-of-the-money at YE 2024 (weighted average strike $9.53 vs $3.75 stock), which, coupled with no repricing policy, reduces near-term exercise-driven supply .
- Company policy prohibits hedging/pledging; any selling would occur under insider trading and blackout procedures .
Performance & Track Record
- 2024 operational performance: Adjusted EBITDA $1,148M; uptime 96.9%; no Tier 1/2 Operational Integrity events; company-best TRIR 0.15 .
- Strategic wins: multiple high dayrate awards (e.g., $600k/day Deepwater Atlas; $530k/day Deepwater Conqueror) and advancements in 20k completions, technology deployments (HaloGuard, kinetic BOP stopper) .
- Capital structure: refinanced $1.8B of senior notes into maturities in 2029/2031 to enhance flexibility and deleveraging capacity .
Compensation Peer Group & Targeting
- Compensation peer group includes Apache, Hess, Marathon Oil, NOV, Noble, Valaris, etc.; performance peer group includes Baker Hughes, NOV, Valaris, Noble, Subsea 7, Tidewater, TechnipFMC, etc. .
- Target market positioning calibrated around median with realized pay aligned to performance; shareholders supported NEO compensation ~98% in 2024 .
Risk Indicators & Red Flags
- Positive: no hedging/pledging; clawback policy; no perquisites; no single-trigger CoC; minimum vesting; no option repricing .
- Watch items: CEO-to-median pay ratio 101:1 (contextual for governance discussions) ; significant equity vesting cadence in 2025–2027 may create periodic supply, though trading is policy-controlled .
- Say-on-pay historically strong (≥91% for prior nine years; ~98% in 2024) reducing near-term compensation risk .
Investment Implications
- Alignment: Strong pay-for-performance architecture (relative TSR PSUs; EBITDA/uptime/safety/governance bonus metrics), ownership requirements (6x salary), and prohibitions on hedging/pledging align incentives with shareholders .
- Retention vs. dilution: Material unvested equity supports retention; burn rate (3-yr avg ~1.10%) below ISS benchmark 2.08%, and strict LTIP governance mitigate dilution risk .
- Execution: Operational KPIs (uptime 96.9%; TRIR 0.15) and high dayrate/backlog strength underpin cash generation; 2025 PSU adds multi-year Free Cash Flow focus—supportive for deleveraging thesis .
- Governance: Executive Chair structure with Lead Independent Director and independent committees provides oversight, though dual-role optics warrant monitoring post-transition .