Jean Cahuzac
About Jean Cahuzac
Jean Cahuzac (age 71) is an independent director of Seadrill Limited, serving since February 22, 2022. He is a 40+ year offshore energy services veteran and currently chairs Seadrill’s Operational Excellence & Sustainability Committee. He holds a master’s in Engineering from École des Mines de Saint-Étienne and a degree in petroleum engineering from the French Petroleum Institute . The Board requires all directors to be independent under SEC and NYSE standards; Seadrill’s Board is 100% independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Subsea 7 S.A. | Chief Executive Officer | 2008–2019 | Led global subsea contractor; extensive operational and management experience |
| Transocean Inc. | Operational and management roles | 2000–2008 | Senior leadership in offshore drilling operations |
| Schlumberger Limited | Operational and management roles | 1979–1999 | Deep oilfield services operating background |
External Roles
| Organization | Role | Since | Committees/Responsibilities |
|---|---|---|---|
| Subsea 7 S.A. | Director | 2008–present | Compensation committee member |
| Ashtead Technology Holdings plc | Director | 2024–present | Audit, remuneration, and nomination committees |
| Bourbon Maritime | Director | 2020–present | Chair, Sustainability; Chair, Ethics & Compliance; Member, Strategy |
Board Governance
- Committee assignments: Chair, Operational Excellence & Sustainability Committee; not a member of the Audit & Risk or Joint Nomination & Remuneration Committees .
- Operational Excellence & Sustainability Committee remit: safety and operational performance; technology strategy; business continuity/cyber; fleet capital allocation; customer competitiveness; ESG priorities; review of ESG disclosures .
- Independence and leadership: 100% independent Board; no separate Lead Independent Director as all directors are independent; Chairman presides over executive sessions .
- Attendance and engagement: Board met 21 times in 2024; each director attended at least 80% of Board and relevant committee meetings; executive sessions without management were held quarterly and at other meetings; all nine directors attended the 2024 AGM .
- 2025 shareholder votes: Cahuzac was re‑elected with 38,490,402 “For”, 77,909 “Against”, 3,314,078 “Abstentions”, indicating strong support . Say‑on‑pay for 2024 passed (For: 37,474,953; Against: 2,406,251; Abstain: 2,001,185) and shareholders chose annual say‑on‑pay frequency (1‑Year votes: 38,536,720) .
Fixed Compensation (Non‑Employee Director)
| Component (USD) | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $217,252 |
| Stock awards (TRSUs grant date fair value) | $119,992 |
| All other compensation | — |
| Total (ex‑“Incentive Fee”) | $337,244 |
- 2024 grant mechanics: Directors received time‑vested RSUs (TRSUs) on April 17, 2024; vest at the earlier of one‑year from grant or next AGM (≥50 weeks from grant). As of Dec 31, 2024, each non‑chair director held 2,409 unvested TRSUs (Robertson held 3,011) .
- Board fee structure (from 2024 AGM onward): Non‑Executive Chair—$180,000 cash retainer + ~$150,000 equity; other directors—$140,000 cash retainer + ~$120,000 equity; committee chair retainer $25,000; additional $10,000 for service on multiple committees (non‑chairs); $1,500 per meeting beyond 10 per year. Structure adopted to better align director pay with shareholders .
Performance Compensation (Director‑Specific)
| Item | Detail |
|---|---|
| One‑time “Incentive Fee” | $448,895 paid to each “Initial Director,” including Cahuzac, on Feb 22, 2024 (two‑year anniversary of emergence from Chapter 11); pre‑approved by significant creditors during restructuring; paid per service agreements . |
Note: This was a non‑recurring, emergence‑related payment and not tied to annual performance metrics for directors .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Consideration |
|---|---|---|
| Subsea 7 S.A. | Public offshore subsea services | Sector adjacency to Seadrill’s offshore drilling; potential ecosystem overlap to monitor (no related‑party transactions disclosed) . |
| Ashtead Technology Holdings plc | Public subsea equipment/services | Industry adjacency; committee roles increase time commitments . |
| Bourbon Maritime | Marine/offshore services | Industry adjacency; ESG oversight experience . |
- Related‑party transactions: Seadrill reports no related‑party transactions requiring disclosure since Jan 1, 2024, under its Related Party Transactions Policy (reviewed by the Audit & Risk Committee) .
Expertise & Qualifications
- Deep offshore services leadership (CEO Subsea 7; senior roles at Transocean and Schlumberger) .
- Technology and operations governance via chairing Seadrill’s Operational Excellence & Sustainability Committee .
- International board and committee experience (compensation, audit, nomination, sustainability, ethics) .
- Education: École des Mines de Saint‑Étienne (Engineering), French Petroleum Institute (Petroleum Engineering) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership | 2,409 shares; less than 1% of outstanding . |
| Shares outstanding (record date) | 62,163,028 (as of Mar 17, 2025) . |
| Unvested TRSUs (12/31/2024) | 2,409 TRSUs (per‑director, excluding Chair) . |
| Hedging/pledging policy | Directors prohibited from hedging or pledging company securities; no margin accounts permitted . |
| Director ownership guideline | 5x annual cash retainer within five years; for non‑employee directors . |
| Compliance status | Not individually disclosed in proxy . |
Governance Assessment
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Positives for investor confidence:
- Strong shareholder support for re‑election; robust majority say‑on‑pay approval and annual say‑on‑pay cadence signal alignment with investors .
- 100% independent Board with clear committee structure; Cahuzac chairs a high‑impact committee overseeing operations, technology, capital allocation, and ESG—key levers in an offshore driller’s risk/return profile .
- Anti‑hedging/anti‑pledging policy strengthens alignment; director equity grants introduce ongoing equity exposure .
- Attendance threshold met; active Board calendar (21 meetings) and executive sessions without management .
-
Watch items / potential RED FLAGS:
- One‑time “Incentive Fee” ($448,895) to initial post‑emergence directors in 2024 could be optics‑sensitive, though disclosed as creditor‑approved and non‑recurring . RED FLAG (optics): Non‑recurring director incentive unrelated to annual performance .
- External commitments: Multiple boards and committee roles add workload; monitor for overboarding risk relative to Seadrill’s Corporate Governance Guidelines (which include limits on outside roles) even though no breach is indicated in the proxy .
- Industry adjacency of external roles (Subsea 7, Ashtead Technology, Bourbon Maritime) warrants routine conflict screening; Seadrill disclosed no related‑party transactions in 2024 .
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Compensation structure signals:
- Shift in 2024 to lower cash retainers offset by equity grants improves alignment; committee chair retainer reflects added responsibility for Cahuzac .
- No director options; equity is time‑vested RSUs aligned with service and share price exposure; hedging/pledging banned .
-
Shareholder engagement and transparency:
- Governance documentation (charters, guidelines, Code of Conduct) and Section 16 filings available via Investors—SEC Filings; Board evaluations and succession oversight disclosed .