Samuel Merksamer
TransoceanAbout Samuel J. Merksamer
Samuel J. Merksamer is an independent director of Transocean (director since 2013), currently Executive Director at Mubadala Capital (since 2024), U.S. citizen, age 44, with an A.B. in Economics from Cornell University (2002) . He brings a deep background in activist and institutional investing (Icahn Capital Managing Director 2008–2016; SoftBank Investment Advisers/SB Management 2019–2022; Caligan Partners co-founder 2017–2019; One Investment Management Partner 2022–2024) and board experience across multiple public companies . The Board identifies his core credentials in Accounting & Auditing, Finance/Debt & Capital Markets, M&A, Multinational business, Public Company Governance, and Strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mubadala Capital | Executive Director | 2024–present | Investment leadership |
| One Investment Management | Partner | 2022–2024 | Investing |
| SoftBank Investment Advisers / SB Management | Partner / Managing Director | 2019–2022 | Investing; public company board exposure |
| Caligan Partners, L.P. | Co-founder | 2017–2019 | Event-driven investing |
| Icahn Capital LP (sub of Icahn Enterprises L.P.) | Managing Director | 2008–2016 | Activist investing; multiple board seats at Icahn-affiliated companies |
| Airlie Opportunity Capital Management | Analyst | 2003–2008 | Investment analysis |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Autostore Holdings Ltd. | Director | 2021–2024 | Prior public directorship |
| EQRx, LLC | Director | 2021–2024 | Prior directorship |
| American International Group, Inc. | Director | 2016–2018 | Prior public directorship |
| Hertz Global Holdings, Inc. | Director | 2014–2017 | Prior public directorship |
| Navistar International Corporation | Director | 2012–2017 | Prior public directorship |
| Cheniere Energy, Inc. | Director | 2015–2017 | Prior public directorship |
| Transocean Partners | Director | 2014–2016 | Affiliated entity prior role |
| Hologic, Inc. | Director | 2013–2016 | Prior public directorship |
| Talisman Energy Inc. | Director | 2013–2015 | Prior public directorship |
| Ferrous Resources Limited | Director | 2012–2016 | Icahn-controlled; prior directorship |
| CVR Refining GP, LLC (GP of CVR Refining, LP) | Director | 2012–2014 | Icahn-controlled; prior directorship |
| CVR Energy, Inc. | Director | 2012–2014 | Icahn-controlled; prior directorship |
| American Railcar Industries, Inc. | Director | 2011–2013 | Icahn-controlled; prior directorship |
| Dynegy Inc. | Director | 2011–2012 | Prior public directorship |
| Viskase Companies, Inc. | Director | 2010–2013 | Icahn-controlled; prior directorship |
| Federal-Mogul Holdings Corporation | Director | 2010–2014 | Icahn-controlled; prior directorship |
| PSC Metals Inc. | Director | 2009–2012 | Icahn-controlled; prior directorship |
| Current public company boards | — | — | None currently (0) |
Board Governance
- Independence and tenure: Independent director; on the Board since 2013 .
- Attendance: In 2024, all current directors attended 100% of Board and committee meetings for committees on which they served .
- Committee memberships and roles (2024–2025 term):
- Compensation Committee: Member; committee met 4 times in 2024 .
- Finance Committee: Member; committee met 5 times in 2024 .
- Audit Committee: Appointed as a member in early 2025; Audit met 9 times in 2024 and all current members are “financially literate” and qualify as SEC “audit committee financial experts” under Board determination .
- Current “Other public company boards” count for Merksamer is zero (no interlocks currently) .
| Committee | Role | Member Since | Meetings in 2024 |
|---|---|---|---|
| Compensation | Member | By 2024 | 4 |
| Finance | Member | By 2024 | 5 |
| Audit | Member | Early 2025 | 9 (committee activity level in 2024) |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | 2024/2025 program |
| Additional chair retainers | N/A for Merksamer | Audit Chair $35k; Comp Chair $20k; Finance/GSE Chair $10k (not applicable to Merksamer in 2024) |
| Meeting fees | None disclosed | Program uses retainers; travel reimbursed |
2024 actual director compensation (reported amounts):
| Name | Fees Earned/Paid in Cash (USD) | Stock Awards (USD) | All Other (USD) | Total (USD) |
|---|---|---|---|---|
| Samuel J. Merksamer | $100,000 | $217,954 | — | $317,954 |
Performance Compensation (Director)
- Equity grants are time-based RSUs, not performance-vested. 2024/2025 program target: $210,000 in RSUs for non-employee directors; vest at the earlier of first anniversary of grant or next AGM, subject to service; not subject to performance measures .
- 2024 grant details: At the Board meeting immediately after the 2024 AGM, each non-employee director (other than the Chair) received 36,145 RSUs (aggregate value $210,000) using a $5.81 per-share 10-day average price; Chair received 37,005 RSUs ($215,000) .
| Equity Element | Grant Value (USD) | Instrument | Vesting | 2024 Grant Size |
|---|---|---|---|---|
| Annual director equity | $210,000 | RSUs | Earlier of 1-year or next AGM; service-vesting; no performance goals | 36,145 RSUs at $5.81 ref. price |
Other Directorships & Interlocks
- Current public company boards: None for Merksamer (0) .
- Prior public boards: AIG, Hertz, Navistar, Cheniere, Hologic, Talisman, Dynegy, Federal-Mogul, CVR Energy/Refining, American Railcar, among others; several were Icahn-controlled entities during his tenure .
Expertise & Qualifications
- Board-identified strengths: Accounting & Auditing; Finance, Debt & Capital Markets; M&A; Multinational business; Public Company Governance; Strategy .
- Skills matrix indicates finance/capital markets and multinational experience among his competencies as a nominee .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (direct) | — | No direct share ownership listed |
| Shares subject to right to acquire (vested share units/options within 60 days) | 351,103 | Vested share units counted as beneficial ownership |
| Total beneficial ownership | 351,103 | Less than 1% of outstanding shares |
| Percent of class | <1% | Based on 883,261,456 shares outstanding as of Mar 6, 2025 |
| Shares pledged as collateral | None (policy prohibits pledging; directors certify compliance) | |
| Director ownership guideline | 5x annual cash retainer; 5-year accumulation period for new directors | |
| Settlement of vested RSUs | Generally deferred until end of Board service |
Governance Assessment
- Committee reach and financial oversight: As a member of the Compensation and Finance Committees and (from early 2025) the Audit Committee, Merksamer is positioned across pay design, capital structure, and financial reporting oversight; all Audit members are designated “audit committee financial experts,” signaling depth of financial literacy .
- Engagement: The Board reports 100% attendance by all current directors in 2024, supporting reliability and engagement; Audit, Compensation, and Finance met 9, 4, and 5 times, respectively .
- Pay alignment for directors: Compensation structure is equity-heavy (annual $210k RSUs vs $100k cash retainer) with service-based vesting and deferred settlement, plus strict anti-hedging/pledging rules—factors that generally strengthen alignment with shareholders .
- Conflicts and related parties: The proxy lists specific related-party reviews for select directors and concludes independence; no related-party transactions are disclosed for Merksamer. The Board affirms his independent status under SEC/NYSE standards; current “other public company boards” count is zero, reducing interlock risk .
- Compensation committee process and interlocks: The Compensation Committee (of which he is a member) uses Pay Governance LLC as its outside independent consultant (engaged since 2011) and reports no interlocks or insider participation requiring disclosure—mitigating governance risk in pay decisions .
RED FLAGS (none disclosed specific to Merksamer): No pledging/hedging; no performance-vested director equity (standard); no disclosed related-party transactions for Merksamer; independence affirmed .