TRANSOCEAN LTD (RIG)
Sector: Energy
2026 Annual Meeting Analysis
TRANSOCEAN LTD · Meeting: May 22, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Against Analysis
Barker has served since 2012, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger threshold for a company with low positive absolute returns; the 5-year check shows an even larger gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Chang has served since 2012, meaning her full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Curado has served since 2013, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Deaton has served since 2012, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Intrieri has served since 2014, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Merksamer has served since 2013, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Mohn has served since 2018, meaning his full tenure overlaps the 3-year underperformance period during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so the 5-year mitigant does not apply.
Thigpen has served since 2015 and served as CEO throughout most of the underperformance period, meaning his tenure fully overlaps the 3-year window during which RIG's stock trailed the peer group median by 38.9 percentage points, exceeding the 35pp trigger; the 5-year check shows a gap of 87.2pp against the peer median, well above the threshold, so no mitigant applies; under policy, executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote.
For Analysis
Adamson joined the board in 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him.
Dell'Osso joined the board in 2023, less than 3 years ago and less than half of the 3-year underperformance period occurred during his tenure, so the trigger is applied only proportionally; given he joined after a significant portion of underperformance was already established and his tenure covers less than the full period, no automatic AGAINST vote is warranted under the policy.
Lacey joined the board in 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him.
Of the 11 director nominees, 8 long-tenured directors (Barker, Chang, Curado, Deaton, Intrieri, Merksamer, Mohn, and Thigpen) receive AGAINST votes because RIG's 3-year stock return trailed the company-disclosed peer group median by 38.9 percentage points, exceeding the 35pp trigger threshold applicable when absolute 3-year returns are in the low-positive range; the 5-year record also underperforms peers by 87.2pp, confirming sustained rather than transient underperformance. Two newer directors (Adamson and Lacey, both joining in 2025) are exempt under the 24-month new-director rule and receive FOR votes. Dell'Osso, who joined in 2023, receives a FOR vote as his tenure covers less than half the underperformance period and he joined after much of the underperformance was already established.
Say on Pay
✓ FORCEO
Keelan I. Adamson
Total Comp
$8,793,715
Prior Support
97.5%%
CEO total compensation of $8,793,715 is within a reasonable range for a company of Transocean's size ($7.3B market cap) in the offshore drilling sector, and the program is heavily weighted toward variable and performance-based pay with at least 50% of long-term incentives in performance stock awards linked to relative total shareholder return and free cash flow metrics over multi-year periods. The company received 97.5% shareholder support on Say on Pay at the prior annual meeting, signaling strong shareholder endorsement of the program structure. While RIG has underperformed its peers on stock returns over three years, the incentive plan structure does link payouts to relative performance outcomes, meaning above-benchmark incentive pay would require above-benchmark performance — this alignment is sufficient to support a FOR vote on the pay program design.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,619,578
Non-Audit Fees
$218,394
Non-audit fees (audit-related fees of $215,762 plus tax fees of $500 plus other fees of $2,132, totaling approximately $218,394) represent only about 3.9% of audit fees ($5,619,578), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Transocean's size and complexity; auditor tenure is not explicitly disclosed in the proxy so no tenure trigger fires under policy.
Overall Assessment
This ballot is dominated by a director accountability question: RIG's stock has underperformed its company-disclosed peer group median by 38.9 percentage points over three years (and 87.2 percentage points over five years), triggering AGAINST votes on 8 of 11 director nominees who have sufficient tenure to be held accountable; only two newly appointed directors (Adamson and Lacey, both 2025) and one recent appointee (Dell'Osso, 2023) escape the trigger. The auditor ratification and Say on Pay proposals both pass cleanly — EY's non-audit fees are negligible and the CEO pay program is heavily performance-linked with strong prior-year shareholder support of 97.5%.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing