Nick Dell’Osso
TransoceanAbout Domenic J. “Nick” Dell’Osso, Jr.
Independent director of Transocean Ltd. since 2023; age 48. Currently President & CEO of Expand Energy Corporation (NASDAQ: EXE; formerly Chesapeake Energy), with prior CFO experience at Chesapeake and investment banking roles at Jefferies and Banc of America. Holds an MBA in Finance from the University of Texas at Austin (2003) and a BA in Economics from Boston College (1998). Serves on Transocean’s Finance and Governance, Safety & Environment (GSE) Committees; classified as independent by the Board. Attended 100% of Board and assigned committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chesapeake Energy Corporation | EVP & Chief Financial Officer | 2010–2021 | Senior finance leadership at a large E&P operator |
| Chesapeake Midstream Development, L.P. (wholly owned) | VP – Finance & CFO | 2008–2010 | Midstream CFO experience |
| Jefferies & Co. | Energy Investment Banker | 2006–2008 | Capital markets advisory |
| Banc of America Securities | Investment Banker | 2004–2006 | Capital markets advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Expand Energy Corporation (NASDAQ: EXE) | President & Chief Executive Officer; Director | 2021–present | Other current public company board (1) |
(1) Nominee summary lists 1 other current public company board for Mr. Dell’Osso.
Board Governance
- Independence: The Board classifies Dell’Osso as independent.
- Committee assignments (2024/2025 term): Finance; Governance, Safety & Environment (GSE). Not on Audit or Compensation.
- Attendance: 100% of Board and committee meetings for 2024 across all directors (including Dell’Osso).
- Meeting cadence 2024: Board (4), Audit (9), Compensation (4), Finance (5), GSE (6).
- Executive sessions: Independent directors met in executive session at each regular Board meeting in 2024.
Implication: Finance Committee role ties him to capital structure, risk programs, and significant-transaction review; GSE role provides oversight of governance, HSE, and sustainability programs.
Fixed Compensation (Director)
Director pay policy (non-employee directors):
| Component | 2024/2025 Term | 2025/2026 Term |
|---|---|---|
| Annual cash retainer (non-chair) | $100,000 | $100,000 |
| Committee chair retainers (Audit/Comp/Finance/GSE) | $35,000 / $20,000 / $10,000 / $10,000 | Same |
| Annual RSU grant (non-chair, target value) | $210,000 | $210,000 |
Individual 2024 director compensation:
| Name | Cash Fees (USD) | Stock Awards (USD) | All Other | Total (USD) |
|---|---|---|---|---|
| Domenic J. “Nick” Dell’Osso, Jr. | $106,194 | $217,954 | — | $324,149 |
Equity grant mechanics:
- RSUs granted to each non-employee director immediately after the 2024 AGM: 36,145 RSUs (non-chair), valued at $210,000 based on $5.81 10-day average price.
- RSUs vest on the earlier of one year from grant or the next AGM; vesting is time-based (no performance metrics). Vested RSUs are generally settled at service end.
Performance Compensation (Director)
| Element | Structure | Notes |
|---|---|---|
| Performance-based equity | None | Director RSUs are time-based; no performance metrics apply to director equity; no dividends/dividend equivalents on unvested awards. |
| Options/PSUs | None for directors | Policy highlights relate to executive LTIs; director equity is RSUs only. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Expand Energy Corporation (NASDAQ: EXE) | President & CEO; Director | Not disclosed | Current public company directorship. |
Related-party exposure:
- Family relationship: Dell’Osso’s cousin is an executive director at Lazard, which has provided professional services to Transocean; Board determined transactions were on arm’s-length terms and did not affect independence.
Expertise & Qualifications
- Board-identified strengths include Accounting & Auditing; Finance, Debt & Capital Markets; Human Capital; Legal & Compliance; M&A; Oil & Gas; Public Company CEO; Governance; Safety & Environment; Strategy; Sustainability risk/reporting.
- Skills matrix confirms strong finance and multinational experience across the Board; finance skills represented by 10/12 nominees overall.
Equity Ownership
| Item | Details |
|---|---|
| Shares owned (common) | 0 |
| Right to acquire beneficial ownership | 35,654 (vested share units) |
| Total beneficial ownership | 35,654; <1% of outstanding shares |
| Pledging/Hedging | Prohibited by policy; none of directors’ or executive officers’ shares are pledged |
| Director ownership guideline | 5x annual cash retainer; new directors have five years to comply |
| Settlement of director RSUs | Vested RSUs generally settled upon end of Board service |
Governance Assessment
- Strengths: Independent status; 100% attendance; Finance and GSE committee roles align with his CFO/CEO background and strengthen oversight of capital allocation, risk, and safety/sustainability; director equity is predominantly equity-based with meaningful ownership guideline, and hedging/pledging prohibited.
- Compensation alignment: Director pay mix skews to equity (approx. two-thirds of 2024 comp), with stable policy across terms; RSUs are time-based, standard for directors. No meeting fees or perquisites disclosed.
- Related-party oversight: Lazard connection via a cousin is disclosed; Board concluded arm’s-length terms and maintained independence. Monitor ongoing engagements but not a present red flag per Board assessment.
- Engagement signal: Company highlights active shareholder engagement and strong advisory support on compensation (e.g., 98.6% approval of Board comp max at 2024 AGM; executive say‑on‑pay historically 91%+ with eight years >95%).
RED FLAGS
- None identified specific to Dell’Osso. Notable watch item: concurrent CEO role at EXE increases time commitments, though 2024 attendance was 100%.