Transocean Ltd. (RIG) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on April 21, 2015.
Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On April 21, 2015, Transocean Ltd. (the "Company") announced
that Jeremy D. Thigpen has been named President and Chief Executive
Officer effective April 22, 2015. Mr. Thigpen succeeds Mr. Ian
Strachan who has served as the Company's Interim Chief Executive
Officer since Mr. Steven Newman's departure on February 15,
2015.
Mr. Thigpen, age 40, most recently served as Senior Vice
President and Chief Financial Officer for National Oilwell Varco
("NOV"), beginning in 2012. Prior to that role, Mr. Thigpen was
President of NOV's Downhole & Pumping Solutions business from
2007 until 2012 and from 2003 to 2007 served as President of NOV's
Downhole Tools Group. Mr. Thigpen joined NOV in 1997 and, before
being named President of Downhole Tools, served in various
management and business development capacities, including Director
of Business Development and Special Assistant to the Chairman. Mr.
Thigpen earned a Bachelor of Arts, Economics and Managerial Studies
from Rice University and completed the Program for Management
Development at Harvard Business School.
A copy of the press release announcing the appointment of Mr.
Thigpen is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
(e) On April 21, 2015, Mr. Thigpen entered into an employment
agreement (the "Agreement") with Transocean Offshore Deepwater
Drilling Inc., a wholly-owned indirect subsidiary of the Company,
pursuant to which Mr. Thigpen will be employed as the Company's
President and Chief Executive Officer, effective April 22, 21015.
Pursuant to the terms of the Agreement, Mr. Thigpen will receive an
initial gross base salary of $1,000,000 per year. Mr. Thigpen's
2015 annual cash bonus target under the Company's Performance Award
and Cash Bonus Plan will be targeted at 120% of his annual salary
earned in 2015, subject to the Company's performance relative to a
set of pre-determined performance metrics and the discretion of the
Company's Compensation Committee. Mr. Thigpen will also receive a
replacement award in consideration of forfeited equity awards from
his previous employment of: (i) $500,000 payable in cash within
thirty days of his start date; and (ii) an equity award on his
start date pursuant to the Long Term Incentive Plan of Transocean
Ltd. (the "LTIP") in the form of time-vested restricted units
("Deferred Units") carrying a cash value of $2,500,000 (the
"Replacement Equity Award"). The number of Deferred Units in the
Replacement Equity Award will be determined by dividing $2,500,000
by the average 30 day closing price ending on the last trading day
of the month prior to Mr. Thigpin's start date (the "Grant Value"),
and will vest in three equal installments on the anniversary of his
start date, subject to his continued employment. Additionally, Mr.
Thigpen will be eligible to participate in the Company's 2015 LTIP
and will receive a 2015 equity award pursuant to the LTIP in the
form of Deferred Units with a cash value of $2,750,000, determined
by dividing $2,750,000 by the Grant Value, and vesting in equal
installments over three years; and an equity award pursuant to the
LTIP in the form of contingent deferred units ("CDU's") with a cash
value of $2,750,000 subject to vesting and performance terms
equivalent to those currently in place for the 2015-2017
performance cycle. The number of CDU's will be determined by
dividing $2,750,000 by the Grant Value. Mr. Thigpen will further
receive normal relocation and expatriate allowances consistent with
the Company's policy for U.S. national expatriate employees working
in Switzerland.
The foregoing description of Mr. Thigpen's employment agreement
is not complete and is qualified by reference to the complete
agreement, which is attached hereto as Exhibit 10.1, and
incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150515000056/ceo8-k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1451505/000145150515000056/0001451505-15-000056-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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