Mark Mey
TransoceanAbout Mark Mey
Former Executive Vice President and CFO of Transocean (RIG); transitioned the CFO role to R. Thaddeus “Thad” Vayda effective May 1, 2024, then served a one-year notice period with pay as a strategic advisor per his 2015 employment agreement . Background: CFO of Atwood Oceanics (2010–2015), CFO/Director at Scorpion Offshore (2005–2010), prior 12 years at Noble Corporation; education includes B.Com (Accounting), Advanced Diploma (University of Port Elizabeth), and Harvard Business School AMP (1998) . Company performance in 2024: contract drilling revenues $3,524M; Adjusted EBITDA $1,148M (32.5% adjusted EBITDA margin); TRIR 0.15; uptime 96.9%; one-year TSR proxy measure shows $55 value on a $100 initial investment (vs OSX peers $102) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Transocean Ltd. | EVP & CFO | 2015–May 2024 | Led capital structure actions and CFO succession; served as Director of Transocean Partners LLC (2015–2016) . |
| Atwood Oceanics | SVP & CFO → EVP & CFO | 2010–2015 | Drove financing and growth; appointed CFO Aug 2010; EVP/CFO Jan–May 2015 . |
| Scorpion Offshore | Director, SVP & CFO | 2005–2010 | Led finance through sector cycle; Director role during tenure . |
| Noble Corporation | Various finance/treasury roles | ~1993–2005 | VP & Treasurer; 12-year run across finance and operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paratus Energy Services Ltd. | Director | Appointed Nov 13, 2024 | Board appointment post-uplisting to Oslo Børs; adds offshore services governance depth . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 760,000 | 760,000 | 253,333 (partial year plus notice arrangement) |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Bonus ($) | 851,200 | 1,535,200 | 255,867 |
Performance Compensation
Annual Bonus Structure (2024)
| Metric | Weight | Target | Actual | Payout (% of Target) | Weighted Payout |
|---|---|---|---|---|---|
| EBITDA | 60% | $1,215M; 0–200% payout band $972M–$1,458M | $1,148M Adjusted EBITDA | 72% | 43% |
| Uptime | 20% | 97.0%; band 96.0%–98.0% | 96.9% | 90% | 18% |
| Sustainability | 20% | Governance (TCFD/ESRS) and Safety (TRIR, Tiered Operational Integrity) | Completed governance; record TRIR 0.15; no Tier 1/2 events | 200% | 40% |
| Total | — | — | — | — | 101% of target |
2024 Long-Term Incentive Grants (awarded Feb 8, 2024)
| Instrument | Grant Date | Target Units | Max Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (TSR-based 2024–2026) | 2/8/2024 | 269,483 | 538,966 | 1,371,668 | Earned based on 3-year relative TSR; vest 12/31/2026; capped at target if absolute TSR < -15% |
| RSUs (time-based) | 2/8/2024 | 248,710 | — | 1,300,753 | 1/3 each on 3/1/2025, 3/1/2026, 3/1/2027 |
PSU Earn-Out (2012 PSU design reference; 2022 grant performance finalized in 2025)
| PSU Cycle | Performance Periods | Cumulative Achievement |
|---|---|---|
| 2022 PSU | 3×1-year (20% ea) + 1×3-year (40%) | 86.43% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 6, 2025) | Options exercisable within 60 days: 485,597; all executives/directors (excl. Mohn) <1% ownership; no pledging permitted and none pledged . |
| Executive Ownership Policy | EVPs must hold 3× base pay; executives reviewed annually and were in compliance in 2024 . |
| Hedging/Pledging | Prohibited for executives/directors; annual certification required . |
Outstanding Equity (12/31/2024)
| Category | Units | Notes/Value |
|---|---|---|
| RSUs unvested | 248,710; $932,663 MV (closing price $3.75) | |
| PSUs (target unearned) | 269,483; payout value $1,010,561 at target | |
| Options (exercisable) | 98,039 @ $8.61 (exp. 2/10/2026); 94,011 @ $13.35 (exp. 2/9/2027); 126,880 @ $9.18 (exp. 2/7/2028); 166,667 @ $8.35 (exp. 2/6/2029) | |
| 2024 vesting flows | Shares vested in 2024: 1,022,532; value realized $5,302,230 |
Employment Terms
- Transition: CFO role moved to Thad Vayda on May 1, 2024; Mey remained employed during a 12‑month notice period receiving base salary plus target bonus monthly as strategic advisor; post‑notice, employment terminates and a prorated portion of outstanding shares releases per award terms; unvested units otherwise forfeited per award conditions .
- Severance: Swiss law prohibits severance for Executive Management Team members; broader Executive Severance Benefit Policy provides up to 1× base salary and pro‑rata bonus for qualifying terminations, with 2× base salary for certain roles in a change‑of‑control context (non‑EMT executives) .
- Change‑of‑Control: Double‑trigger vesting; potential payments for Mey at 12/31/2024 scenario include Non‑Equity Incentive $255,867, Stock Awards $5,111,644, Retirement Benefit $1,287,725; total $6,655,235 .
Compensation Structure Analysis
- Pay mix: Significant at‑risk pay via cash bonus and equity; 2024 LTI split 50% PSUs (market-based TSR) and 50% RSUs; PSUs capped at target if absolute TSR below −15% to avoid windfalls; 2025 PSUs add FCF as primary metric with TSR modifier, further strengthening pay-for-performance linkage .
- Peer benchmarking: Compensation peer group spans energy services and E&Ps; program targets median pay positioning with above/below median outcomes based on performance .
- Governance: Clawback policy aligned with SEC/NYSE (Aug 2023); no hedging/pledging; minimum vesting 1 year; no single‑trigger acceleration; strict option/SAR repricing prohibitions .
Say-On-Pay & Shareholder Feedback
- Advisory support: 2024 AGM say‑on‑pay approval ~98% for NEO compensation; Swiss prospective maximum comp approvals: Executive Management Team $26M (98.3%) and Board $4.121M (98.6%) .
Investment Implications
- Alignment: High proportion of performance‑based compensation (PSUs with TSR—and in 2025, FCF) supports shareholder alignment; clawbacks and ownership rules reduce agency risk .
- Vesting/Supply overhang: RSUs vest ratably through 2027; significant 2024 vesting (over 1.0M shares) indicates periodic supply events; change‑of‑control terms could accelerate equity vesting under a double trigger, affecting float and insider liquidity .
- Retention/transition: Structured notice period and award treatment mitigate disruption risk during CFO succession; Swiss EMT severance prohibition limits guaranteed payouts, maintaining discipline while using policy tools for non‑EMT roles .
- Performance backdrop: 2024 operational and safety outperformance (TRIR 0.15; uptime 96.9%) and $8.3B backlog support future cash generation, but equity value sensitivity to TSR (proxy measure) underscores cyclicality and capital structure considerations for equity awards .