Keelan Adamson
TransoceanAbout Keelan Adamson
Transocean’s President and Chief Operating Officer; nominated to the Board and transitioning to President and Chief Executive Officer in Q2 2025; age 55; B.Eng. (Aeronautical) from Queen’s University Belfast (1991) and Harvard Business School AMP (2016); more than 30 years at Transocean across operations, engineering, HSE, major projects, HR, and regional leadership . 2024 operating performance under his remit: Adjusted EBITDA of $1,148M, fleet uptime of 96.9%, and a company‑record TRIR of 0.15; annual bonus funded at 101% driven by EBITDA, uptime, and sustainability achievements . Long-term incentives emphasize relative TSR; 2022 PSU cycle paid at 86.43% of target, evidencing alignment with shareholder returns; 2025 PSU design adds multi‑year Free Cash Flow as the primary metric with a TSR modifier to prioritize deleveraging .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Transocean Ltd. | President & Chief Operating Officer | 2022–present | Leads global operations across high-spec UDW/harsh environment fleet; executing at 96.9% uptime and best‑ever TRIR 0.15 in 2024 . |
| Transocean Ltd. | EVP & Chief Operations Officer | Aug 2018–Feb 2022 | Drove operational integrity and performance across fleet during market recovery . |
| Transocean Ltd. | SVP, Operations | Oct 2017–Jul 2018 | Managed global rig operations and performance programs . |
| Transocean Ltd. | SVP, Operations Integrity & HSE | Jun 2015–Oct 2017 | Elevated safety/operational integrity frameworks that underpin current TRIR outcomes . |
| Transocean Ltd. | Managing Director, North America/Canada/Trinidad; Engineering & Technical Services; Major Capital Projects; HR | Various | Regional/business unit leadership and technical program oversight over multi‑decade tenure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| – | – | – | No public company directorships disclosed; “Other current public company boards: 0” . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $783,523 | $800,000 | $800,000 |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual Annual Bonus (USD) | $877,546 | $816,000 | $808,000 |
Performance Compensation
2024 Annual Bonus Structure and Results
| Metric | Weight | Target | Actual | Payout as % of Target | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $1,215M | $1,148M | 72% | 43% |
| Uptime | 20% | 97.0% | 96.9% | 90% | 18% |
| Sustainability (HSE + Governance) | 20% | As defined scorecard | 200% payout (no Tier 1/2 events; TRIR 0.15; governance goals at 200%) | 200% | 40% |
| Total | 100% | – | – | – | 101% |
Key design details: Bonus range 0–200% of target; mix spans financial (EBITDA), operational (uptime), and sustainability (Operational Integrity/ TRIR; TCFD/ESRS governance) measures .
Long‑Term Incentives (LTI)
| Award | 2024 Target Value | Design | Measurement Period | Vesting |
|---|---|---|---|---|
| Performance Share Units (50%) | $1,700,000 of $3.4M total | Relative TSR vs. peer group; 0–200% payout; capped at target if absolute TSR < –15%; “price cap” if FMV > $20 on determination date . | Jan 1, 2024–Dec 31, 2026 | Earned shares vest at 12/31/2026; settle after certification . |
| Restricted Share Units (50%) | $1,700,000 of $3.4M total | Time-vested equity to promote retention/ownership . | – | Ratable 1/3 on Mar 1, 2025/2026/2027 (2024 grant) . |
Grants of plan-based awards (2/8/2024): PSUs target 339,348 units (grant-date FV $1,727,281); RSUs 313,191 units (grant-date FV $1,637,989) . Prior PSU cycle (granted 2022) paid at 86.43% cumulative achievement across annual and 3‑year TSR periods, indicating measured realized pay-for-performance . For 2025 PSU design, Free Cash Flow becomes the primary metric (annual, averaged over three years) with a 3‑year relative TSR modifier, removing the absolute TSR minimum payout feature used previously .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/6/2025) | 1,675,950 shares total: 1,411,094 owned + 264,856 subject to acquisition (options/vested units); <1% of outstanding . |
| Options (exercisable) | 44,118 @ $8.61 exp. 2/10/2026; 46,657 @ $13.35 exp. 2/9/2027; 62,970 @ $9.18 exp. 2/7/2028; 111,111 @ $8.35 exp. 2/6/2029 . |
| 2024 RSUs outstanding (12/31/2024) | 313,191 unvested; market value $1,174,466 at year-end . |
| 2024 PSUs at target (12/31/2024) | 339,348 unearned (market value $1,272,555); payout 0–200% based on 2024–2026 TSR . |
| Hedging/pledging | Prohibited for directors/executives; none of the beneficially owned shares are pledged . |
| Ownership guidelines | President/EVP: 3x base salary; executives must retain 50% of net shares until compliant; Committee confirmed all executives were in compliance in 2024 . |
Implications: RSUs vesting 2025–2027 and multi‑year PSU outcomes can create predictable liquidity windows; prohibitions on pledging/hedging and meaningful ownership guidelines mitigate misalignment and limit aggressive leverage against shares .
Employment Terms
| Topic | Key terms for Adamson (as of 12/31/2024) |
|---|---|
| Contracts and Swiss law | Executive Management Team agreements comply with Swiss “Minder” rules; no individual severance agreements; EMT subject to severance limitations . |
| Termination treatment (equity) | Involuntary not‑for‑cause or retirement: RSUs prorated vest; PSUs prorated based on actual performance; options vested remain exercisable 1 year; death/disability accelerates RSUs and options; PSUs prorated on actuals . |
| Change of Control | Double trigger: upon involuntary not‑for‑cause after CoC, RSUs vest; PSUs vest at target; options vest; 1‑year exercise period . |
| Estimated payouts (Adamson, as of 12/31/2024) | Involuntary not‑for‑cause: Cash $808,000; Stock awards $3,222,735; Retirement benefit (plan PVs) $1,234,162; Total $5,264,897 . Death/Disability: Non‑equity $808,000; Stock awards $3,925,804; Retirement benefits $1,132,537–$1,234,162; Total ≈ $5.87M–$5.97M . CoC + involuntary: Cash $808,000; Stock awards $5,732,790; Retirement benefit $1,234,162; Total $7,774,952 . |
| Clawback | SEC/NYSE‑compliant recoupment of incentive comp for accounting restatements; separate misconduct forfeiture provisions for equity . |
Pension/Deferred Compensation (present value at 12/31/2024): Savings Restoration Plan $867,129; U.S. Retirement Plan $404,457; Pension Equalization Plan $367,033 .
Board Governance
- Board service: Nominated for election at the 2025 AGM; not independent as an executive; no committee assignments indicated for executives; “other current public company boards: 0” .
- Leadership structure: Post‑AGM, current CEO Jeremy Thigpen to become Executive Chair; Chad Deaton to serve as Lead Independent Director—mitigating dual‑role concentration; independent committees remain in place .
- Director/share ownership guidelines: Non‑employee directors 5x cash retainer; CEO 6x base pay; robust anti‑hedging/pledging and governance practices (no poison pill; annual elections; proxy access) .
Director Compensation
- Not applicable to Adamson as an executive director; non‑employee director pay structure disclosed separately (cash retainers and RSUs), with aggregate board cap votes annually .
Compensation Structure Analysis
- Mix skews to at‑risk pay: LTI is 100% equity and at least 50% performance‑based; annual bonus formulaic with multi‑metric design (financial/operational/sustainability) .
- Shareholder‑friendly LTI features: No repricing; minimum 1‑year vesting; no dividends on unvested awards; double‑trigger CoC; PSU cap at target if absolute TSR < –15%; price cap to prevent windfalls .
- 2025 PSU evolution: Introduces multi‑year Free Cash Flow focus with TSR modifier—tightens alignment to deleveraging and cash generation priorities .
- Governance/say‑on‑pay support: Historical shareholder approval ≥91% for nine years; 2024 Swiss votes on max EMT and Board comp received 98.3% and 98.6% approvals, respectively—low external compensation risk signal .
Performance & Track Record
- Commercial position: 22 new awards in 2024 adding $2.4B backlog; industry‑leading dayrates ($500k–$600k/day on select drillships) and near‑full active fleet utilization into 2025 .
- Safety/operations: Best‑ever TRIR 0.15 and 96.9% uptime in 2024; sustainability and safety technologies (e.g., HaloGuard, kinetic BOP shear, automation) underpin results and bonus payouts .
- Financial: Adjusted EBITDA of $1,148M (below target set significantly above 2023 levels), yielding a balanced 101% annual bonus outcome after operational/sustainability offsets .
Equity Grant Detail (2024)
| Grant type | Grant date | Units | Terms | Grant-date fair value |
|---|---|---|---|---|
| PSU (target) | Feb 8, 2024 | 339,348 | 3‑yr relative TSR; 0–200%; cap at target if absolute TSR < –15%; price cap above $20 FMV | $1,727,281 |
| RSU | Feb 8, 2024 | 313,191 | Time‑vest; 1/3 on Mar 1, 2025/2026/2027 | $1,637,989 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment); no poison pill; independent committees; double‑trigger CoC; clawback policy in place .
- No related‑party transactions disclosed for Adamson; board evaluates director relationships for independence; large shareholder/related transactions disclosed for others with arm’s‑length assessment .
- Executive equity plan uses disciplined burn rate (1.10% three‑year average; below ISS cap), and anti‑repricing protections .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Historical say‑on‑pay support | ≥91% approval in each of the prior nine years . |
| 2024 Swiss statutory votes | EMT max comp (FY2025) 98.3% approval; Board max comp (2024/2025 term) 98.6% approval . |
| 2025 say‑on‑pay proposal | Annual advisory vote continues through 2029; program links majority of NEO pay to stock performance/metrics; hedging/pledging prohibited; clawback policy in force . |
Investment Implications
- Strong pay‑performance alignment: Heavy equity at risk, 50%+ performance‑based LTI, and multi‑metric bonus drive behavior toward EBITDA, uptime, safety and governance; 2025 PSU shift to Free Cash Flow closely aligns with deleveraging priorities and could support equity rerating if execution delivers cash conversion .
- Limited parachute risk/overhang: Swiss constraints on severance and double‑trigger CoC terms limit outsized payouts; equity plan features cap PSU windfalls (absolute TSR cap and price cap) .
- Near‑term selling pressure windows: Ratable RSU vesting (2025–2027) and any earned PSUs at 2026 cycle end create scheduled liquidity windows; however, ownership requirements and no‑pledging policy temper adverse optics and forced sales .
- Execution edge: Adamson’s long operational tenure and recent safety/uptime outcomes, coupled with premium dayrates/backlog additions, reduce execution risk as he assumes CEO; governance structure (Executive Chair + Lead Independent Director) mitigates dual‑role concerns .