Vincent Intrieri
TransoceanAbout Vincent J. Intrieri
Independent director of Transocean Ltd. since 2014; age 68; Founder and CEO of VDA Capital Management LLC (since 2017). Former Senior Managing Director at Icahn Capital LP and senior roles across Icahn-affiliated investment entities; CPA (inactive) with a B.S. in Accounting from Penn State (1984). The Board classifies him as independent, and all directors (including Intrieri) attended 100% of Board and committee meetings in 2024, signaling high engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital LP | Senior Managing Director | 2008–2016 | Senior investment leadership |
| Icahn Onshore LP / Icahn Offshore LP | Senior Managing Director | 2004–2016 | GP leadership for Icahn funds |
| Icahn Enterprises L.P. | Senior Vice President | 2011–2012 | Corporate leadership |
| PSC Metals Inc. | Chair and Director | 2007–2012 | Board leadership |
| Viskase Companies, Inc. | Chair and Director | 2003–2011 | Board leadership |
| Federal-Mogul Holdings Corp. | Director | 2007–2013 | Board service |
| CVR Energy, Inc. | Director | 2012–2014 | Board service |
| CVR Refining GP, LLC | Director | 2012–2014 | Board service |
| Dynegy Inc. | Director | 2011–2012 | Board service |
| Motorola Solutions, Inc. | Director | 2011–2012 | Board service |
| American Railcar Industries, Inc. | Director | 2005–2011 | Board service |
| Navistar International Corp. | Director | 2012–2021 | Board service |
| Conduent Inc. | Director | 2017–2018 | Board service |
| Energen Corp. | Director | Mar–Nov 2018 | Board service |
| Forest Laboratories Inc. | Director | 2013–2014 | Board service |
| Ferrous Resources Ltd. | Director | 2015–2016 | Board service |
| XO Holdings | Director | 2006–2011 | Board service |
| National Energy Group, Inc. | Director | 2006–2011 | Board service |
| WestPoint Home LLC | Director | 2005–2011 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hertz Global Holdings, Inc. (HTZ) | Director | Since 2014 | Current public company board |
| SandRidge Energy, Inc. (SD) | Director | Since 2024 | Current public company board |
| International Flavors & Fragrances Inc. (IFF) | Director | Since 2025 | Current public company board |
| VDA Capital Management LLC | Founder & CEO | Since 2017 | Private investment fund |
Board Governance
- Committee assignments: Finance Committee member; previously served as Chair of the Corporate Governance Committee prior to its August 15, 2024 combination into the Governance, Safety & Environment Committee .
- Independence: Listed as independent per NYSE/SEC standards .
- Attendance: 100% attendance for Board and assigned committees in 2024; Board met 4 times; committee meetings held—Audit: 9, Compensation: 4, Finance: 5, Governance, Safety & Environment: 6 .
- Committee expertise: Finance Committee responsibilities include oversight of capital structure, risk programs, financing actions, and major transaction financial aspects .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer | $100,000 | Policy level for non-employee directors |
| Committee Chair Fees | N/A | Only chairs receive: Audit $35k; Compensation $20k; Finance/GSE $10k; Intrieri not listed as chair |
| RSU Target Value | $210,000 | Policy level for non-employee directors |
| RSUs Granted | 36,145 units | Granted post-2024 AGM; valued at $5.81/share avg. 10-day high/low |
| RSU Vesting | Time-based | Vests at first anniversary or next AGM, no performance conditions |
| 2024 Cash Fees (Actual) | $106,222 | As reported in 2024 Director Compensation |
| 2024 Stock Awards (Fair Value) | $217,954 | As reported in 2024 Director Compensation |
| 2024 Total Compensation | $324,177 | Cash + Stock |
Director compensation consists of cash retainers and RSUs; no options or performance conditions are used for director equity grants, aligning directors with shareholders through required ownership and deferred settlement .
Performance Compensation
- Not applicable to directors. RSU vesting is time-based without performance metrics for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to RIG | Interlock/Exposure |
|---|---|---|
| Hertz (HTZ) | Unrelated industry | None disclosed |
| SandRidge (SD) | E&P (primarily onshore) | No RPT noted; no RIG counterparty disclosure |
| IFF | Materials/chemicals | None disclosed |
- Historical affiliation with numerous Icahn-controlled or influenced companies; the proxy notes Carl C. Icahn has or previously had noncontrolling interests in Transocean via securities, which can raise perceived activism-linked interlocks though the Board lists Intrieri as independent .
Expertise & Qualifications
- Identified skills include Accounting & Auditing; Finance, Debt & Capital Markets; Human Capital Management; M&A; Multinational Company; Oil & Gas (including OFS); Public Company Governance; Safety & Environment; Strategy; Technology, R&D .
- The Board’s skills matrix shows heavy representation in finance and multinational experience across nominees; independence and audit expertise are emphasized at the committee level .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Owned (Direct) | 20,000 | As of March 6, 2025 |
| Vested Share Units (Right to Acquire) | 340,367 | RSUs vested; settlement typically deferred until service ends |
| Total Beneficial Ownership | 360,367 | Shares + vested units |
| Percent of Class | <1% | Based on 883,261,456 shares |
| Pledged Shares | None | Company policy prohibits pledging; none pledged by directors |
| Ownership Guidelines | 5x annual cash retainer | Applies to all non-management directors |
Governance Assessment
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Positives
- Independent status with 100% 2024 attendance, and active committee membership (Finance), supporting board effectiveness and oversight of capital structure and risk programs .
- Equity-heavy director pay, mandatory ownership (5x retainer), and prohibition on hedging/pledging improve alignment and investor confidence; RSU settlement often deferred to end of service .
- Prior chair role of Corporate Governance Committee demonstrates governance leadership; continuity through committee consolidation into Governance, Safety & Environment in 2024 .
- Board compensation aggregate cap unchanged for nine terms, and strong shareholder support for compensation votes (e.g., 98.6% approval for Board max; say-on-pay historically ≥91%)—signals discipline and shareholder responsiveness .
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Watch items / RED FLAGS
- Extensive historical ties to Icahn-affiliated entities; proxy notes Icahn has or previously had noncontrolling interest in Transocean—can be perceived as activism-linked influence. The Board affirms independence, but investors should monitor potential related-party dynamics and transaction oversight rigor .
- Multi-board commitments (HTZ, SD, IFF) raise time-allocation considerations, though 2024 attendance was perfect; continued monitoring of engagement is warranted as responsibilities evolve .
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Conflicts and Related Party Exposure
- Company maintains robust related-person transactions policy, quarterly certifications, and abstention requirements on conflicts. No specific related-party transactions disclosed for Intrieri; other directors’ relationships were evaluated and deemed arm’s-length and non-impacting independence .
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Compensation Structure Signals
- No meeting fees; cash retainer plus RSUs with time-based vesting; lack of options and performance conditions for directors removes re-pricing risk and supports governance alignment. Aggregate Board max unchanged; burn rate and LTIP governance described elsewhere emphasize pay discipline .
Overall, Intrieri brings deep capital markets and restructuring experience with strong attendance and independence, balanced by activism-linked history that merits ongoing monitoring for potential conflicts in transactions or strategic decisions .